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Persistence Gold Group Ltd — M&A Activity 2008
Feb 1, 2008
50623_rns_2008-02-01_96778cb2-f25f-44b2-8909-900002206d87.pdf
M&A Activity
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liøbility whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

TERMINATION OF VERY SUBSTANTIAL ACQUISITION RELATING TO CHINA MINERAL
The Board announces that the Company will not proceed to completion of the Acquisition Agreement as a condition precedent thereto cannot be fulfilled. As such, on 1 February 2008, the Purchaser served a notice of termination of the Acquisition Agreement on the Vendor. No impact on the business or financials of the Group is expected as a result of the termination of the Acquisition.
INTRODUCTION
Reference is made to (a) the announcement of APAC Resources Limited (the "Company") dated 6th March, 2007 (the "Announcement") in relation to the acquisition of the entire issued share capital of China Mineral, which constitutes a very substantial acquisition for the Company under the Listing Rules; and (b) the announcements dated 27 March2007,18 June 2007 and 21 December 2007 issued by the Company relating to the extension of the deadline for despatch of the Circular to 18 June 2007, 21 December 2007 and 22 February 2008, respectively. Terms used herein shall have the same meanings as defined in the Announcement unless defined otherwise.
TERMINÄTION OF VERY SUBSTANTIAL ACQUISITION RELÄTING TO CHINA MINERAL
Pursuant to the Acquisition Agreement, Completion is conditional upon, inter alia, receipt by the Company to its satisfaction and in its sole discretion of a technical report issued by the technical adviser appointed by the Company with respect to the Iron Ore Mine as required under Rule 18.09 of the Listing Rules.
As disclosed in the announcement of the Company dated 2l December 2007, on 28 November 2007, the Company received a final draft of the technical report from the technical adviser appointed by the Company. Given that the Directors were, at the time, not satisfied with the results of such technical due diligence, the Company had re-negotiated with the Vendor regarding the terms and conditions of the Acquisition under the Acquisition
Agreement. However, the Company had been unable to reach any agreement with the Vendor regarding variation of the terms and conditions of the Acquisition.
Given that a condition precedent to the Completion of the Acquisition cannot be fulfilled, the Board considers that it would be in the best interest for the Shareholders if the Company does not proceed with the Acquisition. As such, on 1 February, 2008, the Purchaser served a notice of termination of the Acquisition Agreement on the Vendor. No impact on the business or financials of the Group is expected as a result of the termination of the Acquisition.
By Order of the Board APAC Resources Limited Cao Zhong Chairman
Hong Kong, 1 February 2008
As qt the date of this announcement, the board of Directors comprises Mr. Cao Zhong (Chairman), Mr. Liu Yongshun (Chief Executive Offìcer), Mr. Zhou Luyong (Deputy Chief Executive Officer), Ms. Chong Sok Un, Mr. Chen Zhaoqiang and Mr. Yue Jialin, being the executive Directors, and Mr. l(ong Wing Kuen, Albert, Mr. Chang Chu Fai, Johnson Francis, Mr. Alan Stephen Jones and Mr. Robert Moyse Witlcocks, being the independent non-executive Directors.
* for identiJìcation purpose only