Persistence Gold Group Ltd — Capital/Financing Update 2018

Dec 14, 2018

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.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

DISCLOSEABLE TRANSACTION EXTENSION OF LOAN REPAYMENT DATE

Reference is made to the Previous Announcements in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of the Company) as the lender, the Borrower as the borrower and the Guarantor as the guarantor. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements.

On 14 December 2018, the Lender as the lender entered into the Third Supplemental Loan Agreement with the Borrower as the borrower and the Guarantor as the guarantor, pursuant to which, the Lender agreed to, among other things, extend the repayment date of the Loan from 30 September 2019 to 31 March 2020 on the terms and subject to the conditions therein. As at the date of the Third Supplemental Loan Agreement, the Loan has been fully drawn and remained outstanding and due to be repaid by the Borrower to the Lender.

LISTING RULES IMPLICATIONS

As the Lender is an indirect wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of “listed issuer” under Chapter 14 of the Listing Rules shall include the listed issuer’s subsidiaries. The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but is below 25%.

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Reference is made to the Previous Announcements in relation to a loan transaction between the Lender (an indirect wholly-owned subsidiary of the Company) as the lender, the Borrower as the borrower and the Guarantor as the guarantor. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Previous Announcements.

THE TRANSACTION

On 14 December 2018, the Lender as the lender entered into the Third Supplemental Loan Agreement with the Borrower as the borrower and the Guarantor as the guarantor, pursuant to which, the Lender agreed to, among other things, extend the repayment date of the Loan from 30 September 2019 to 31 March 2020 on the terms and subject to the conditions therein. As at the date of the Third Supplemental Loan Agreement, the Loan has been fully drawn and remained outstanding and due to be repaid by the Borrower to the Lender.

The Third Supplemental Loan Agreement

• Date: 14 December 2018 Parties: (1) the Lender as the lender for the Third Supplemental Loan Agreement;

  • (2) the Borrower as the borrower for the Third Supplemental Loan Agreement; and

  • (3) the Guarantor as the guarantor for the Third Supplemental Loan Agreement.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries and based on the confirmations of the Borrower and the Guarantor, other than (i) a substantial shareholder of the Guarantor holding approximately 7.36% interest in Tian An; and (ii) Dr. Wong Wing Kuen, Albert, an independent non-executive Director, is also an independent non-executive director of the Guarantor, the Borrower, the Guarantor and their respective ultimate beneficial owners, being the substantial shareholders of the Guarantor, are all third parties independent of the Company and its connected persons.

Principal terms of the Third Supplemental Loan Agreement

Pursuant to the Third Supplemental Loan Agreement, the Loan Agreement has now been amended and supplemented, inter alia, as follows:

Repayment date: 31 March 2020

Save for the amendment made to the Loan Agreement by the Third Supplemental Loan Agreement, the provisions of the Loan Agreement as amended and/or supplemented by the Supplemental Loan Agreement and the Second Supplemental Loan Agreement and the rights and obligations thereunder shall remain in full force and effect.

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REASONS FOR AND BENEFITS OF THE TRANSACTION

The Transaction, which forms part of the Group’s financial services activities, allows the Group to apply certain of its funds to better use thereby providing a higher return to the Group. The terms of the Third Supplemental Loan Agreement, including the interest rate applicable, were arrived at after arm’s length negotiations between the Lender and the Borrower having taken into account the current market norm in relation to similar transactions.

In view of the above, the Directors are of the view that the terms of the Third Supplemental Loan Agreement are on normal commercial terms and the Transaction is fair and reasonable, and in the interests of the Company and its shareholders taken as a whole.

INFORMATION ABOUT THE COMPANY AND THE GROUP

The Company and the Group

The Company is a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange. The Group is an established investment fund and commodity trading house which owns strategic interests in natural resource companies with the main business lines comprising of primary strategic investment, resource investment, and commodity trading business, focused primarily on metals, mining and energy and investment in financial assets.

INFORMATION ABOUT THE LENDER, THE BORROWER AND THE GUARANTOR

The Lender

The Lender is a company incorporated in the British Virgin Islands with limited liability and is an indirect wholly-owned subsidiary of the Company. The principal business activity of the Lender is principal investment and financial services.

The Borrower

The Borrower is a company incorporated in Hong Kong with limited liability and is a whollyowned subsidiary of the Guarantor. The principal business activity of the Borrower is investment holding.

The Guarantor

The Guarantor is a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange, and is the beneficial owner of the entire issued share capital of the Borrower. The principal business activity of the Guarantor is investment holding and through its subsidiaries engaged in investment in and management and operation of healthcare and hospital businesses, aged care businesses, trading of medical equipment and related supplies, property investment and development, securities trading and investments, provision of financial services and strategic investment.

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LISTING RULES IMPLICATIONS

As the Lender is an indirect wholly-owned subsidiary of the Company, the Transaction entered into by the Lender shall be a deemed transaction of the Company under the Listing Rules as the definition of “listed issuer” under Chapter 14 of the Listing Rules shall include the listed issuer’s subsidiaries. The Transaction constitutes a discloseable transaction for the Company on the basis that the relevant percentage ratio(s) of the Company exceeds 5% but is below 25%.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Previous Announcements” the announcements dated 22 March 2017, 22 March 2018 and 21 June 2018 made by the Company; “Third Supplemental Loan the third supplemental loan agreement to the Loan Agreement” Agreement entered into between the Lender, the Borrower and the Guarantor on 14 December 2018; and

“Transaction” the transaction contemplated under the Third Supplemental Loan Agreement.

By Order of the Board APAC Resources Limited Andrew Ferguson Executive Director

Hong Kong, 14 December 2018

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

• For identification purpose only

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