Persistence Gold Group Ltd — Capital/Financing Update 2017

Dec 19, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement has been prepared pursuant to, and in order to comply with, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs, and does not constitute an offer to buy, or the solicitation of an offer to sell or subscribe for, any securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to buy, sell or subscribe for any securities.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

CONDITIONAL CASH OFFER BY YU MING INVESTMENT MANAGEMENT LIMITED ON BEHALF OF APAC RESOURCES LIMITED TO REPURCHASE UP TO 183,833,040 SHARES FOR HK$1.30 PER SHARE,

INVOLVING AN APPLICATION FOR WHITEWASH WAIVER

RESULTS OF THE OFFER

Financial adviser

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The Offer was closed at 4:00 p.m. (Hong Kong time) on Tuesday, 19 December 2017. As at 4:00 p.m. (Hong Kong time) on Tuesday, 19 December 2017, being the Latest Acceptance Time, valid acceptances in respect of a total of 123,887,883 Tendered Shares, including 39,119,667 Assured Shares and 84,768,216 Excess Shares, had been received by the Company from the Accepting Shareholders under the Offer, the aggregate of which represents approximately 13.48% of the total issued share capital of the Company as at the Latest Acceptance Time and approximately 67.39% of the Maximum Number of Shares to be repurchased by the Company.

As the aggregate Excess Shares tendered under the Excess Tenders falls below the Surplus Shares of 144,713,373 Shares (being the Maximum Number of Shares less the Assured Shares), all of the Excess Shares will be taken up by the Company, accordingly, the Assured Shares and the Excess Shares tendered will be repurchased and cancelled by the Company in full.

Immediately after completion of the Offer and cancellation of the repurchased Shares, the beneficial interest in the Company’s issued share capital held by Allied Properties Investments and parties acting in concert with it will increase from approximately 29.34% to approximately 33.91%.

The Registrar will send, by ordinary post at the Accepting Shareholder’s own risk, a remittance for such total amount as is due to that Accepting Shareholder under the Offer (subject to deduction of seller’s ad valorem stamp duty due on the repurchase of the Shares from the amount payable in cash) and share certificates in respect of the balance of such Shares not repurchased by the Company in full (where applicable), within 7 Business Days after the close of the Offer, that is on or before Tuesday, 2 January 2018.

Reference are made to offer document dated 16 November 2017 (the “ Offer Document ”) and the announcement in relation to the poll result of the SGM dated 4 December 2017 whereby the Company announced that the Offer and the Whitewash Waiver had been approved by the Independent Shareholders at the SGM and the Offer had become unconditional. Unless otherwise defined herein, capitalised terms used herein shall have the same meanings as those defined in the Offer Document.

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CLOSE OF THE OFFER

The Offer closed at 4:00 p.m. (Hong Kong time) on Tuesday, 19 December 2017.

ACCEPTANCE LEVEL OF THE OFFER

As at 4:00 p.m. (Hong Kong time) on Tuesday, 19 December 2017, being the Latest Acceptance Time, valid acceptances in respect of a total of 123,887,883 Shares (the “ Tendered Shares ”) had been received by the Company from the Accepting Shareholders under the Offer, representing approximately 13.48% of the total issued share capital of the Company as at the Latest Acceptance Time and approximately 67.39% of the Maximum Number of Shares, being 183,833,040 Shares, to be repurchased by the Company. Amongst the Tendered Shares, (i) a total of 39,119,667 Shares (the “ Assured Shares ”) were tendered for acceptance under the Assured Entitlements; and (ii) a total of 84,768,216 Shares (the “ Excess Shares ”) were tendered under the Excess Tenders.

As the aggregate Excess Shares tendered under the Excess Tenders falls below the Surplus Shares of 144,713,373 Shares (being the Maximum Number of Shares less the Assured Shares), all of the Excess Shares will be taken up by the Company, accordingly, the Assured Shares and the Excess Shares tendered will be repurchased and cancelled by the Company in full.

SHAREHOLDING STRUCTURES OF THE COMPANY

The table below shows the shareholding structure of the Company immediately before 26 October 2017, being the commencement of Offer Period, and immediately after the completion of the Offer and cancellation of the repurchased Shares by the Company:

Name of Shareholders Allied Properties Investments (Note 1) Shougang Fushan (Note 2) Mr. Ferguson (Note 3) Public Shareholders Total	Immediately before the Offer Shares Approx. % 269,718,943 29.34% 143,400,000 15.60% 3,750,000 0.41% 502,296,255 54.65% 919,165,198 100.00%	Immediately after completion of the Offer and cancellation of the repurchased Shares Shares Approx. % 269,718,943 33.91% 143,400,000 18.03% 3,750,000 0.47% 378,408,372 47.59% 795,277,315 100.00%	Immediately after completion of the Offer and cancellation of the repurchased Shares Shares Approx. % 269,718,943 33.91% 143,400,000 18.03% 3,750,000 0.47% 378,408,372 47.59% 795,277,315 100.00%
			100.00%

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Notes:

1. Allied Properties Investments was beneficially interested in 269,718,943 Shares, representing approximately 29.34% of the total issued share capital of the Company. Mr. Lee Seng Hui (being a non-executive Director) is one of the trustees of Lee and Lee Trust, being a discretionary trust which, together with his personal interests, controls approximately 74.95% of the total number of issued shares of AGL, which in turn owns approximately 74.99% of the total number of issued shares of APL, and which in turn indirectly owns approximately 29.34% of the total issued share capital of the Company.

2. These shares are held by Benefit Rich Limited, a wholly-owned subsidiary of Shougang Fushan. Pursuant to the information published on the website of the Stock Exchange, substantial shareholders of Shougang Fushan are Shougang Group Co., Ltd. and Funde Sino Life Insurance Co., Ltd., holding 29.85% and 29.04% shares respectively in Shougang Fushan.

3. Mr. Ferguson is an Executive Director.

Save for 919,165,198 Shares in issue during the Offer Period, the Company did not have any other class of securities, outstanding options, derivatives, warrants or other securities which are convertible or exchangeable into Shares during the Offer Period.

Immediately after completion of the Offer and cancellation of the repurchased Shares, the beneficial interest in the Company’s issued share capital held by Allied Properties Investments and parties acting in concert with it will increase from approximately 29.34% to approximately 33.91%.

Save for the Tendered Shares, none of the Company, the Directors, Allied Properties Investments and parties acting in concert with any of them has dealt for value in any Shares, options, warrants, derivatives or securities convertible into Shares or has borrowed or lent any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

SETTLEMENT

The Registrar will send, by ordinary post at the Accepting Shareholder’s own risk, a remittance for such total amount as is due to that Accepting Shareholder under the Offer (subject to deduction of seller’s ad valorem stamp duty due on the repurchase of the Shares from the amount payable in cash) and share certificates in respect of the balance of such Shares not repurchased by the Company in full (where applicable), within 7 Business Days after the close of the Offer, that is on or before Tuesday, 2 January 2018.

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ODD LOTS ARRANGEMENTS

Sun Hung Kai Investment Services Limited, whose address is at 42nd Floor, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (contact person: Mr. Law Shun Hang; telephone number: 3920 2782) has been appointed by the Company as the designated broker to match sales and purchases of odd lot holdings of Shares in the market for a period of six weeks from the completion of the Offer to enable odd lot Shareholders to dispose of their odd lots or to top up their odd lots to whole board lots of 20,000 Shares. Odd lot Shareholders should note that the matching of odd lots is not guaranteed.

By Order of the Board APAC Resources Limited Arthur George Dew Chairman

Hong Kong, 19 December 2017

As at the date of this announcement, the directors of the Company are:

Executive Directors

Mr. Brett Robert Smith (Deputy Chairman) and Mr. Andrew Ferguson (Chief Executive Officer)

Non-Executive Directors

Mr. Arthur George Dew (Chairman) (Mr. Wong Tai Chun, Mark as his alternate) , Mr. Lee Seng Hui and Mr. So Kwok Hoo

Independent Non-Executive Directors

Dr. Wong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis and Mr. Robert Moyse Willcocks

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

• For identification purpose only

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