Persistence Gold Group Ltd — M&A Activity 2017

Nov 15, 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

DESPATCH OF OFFER DOCUMENT AND EXPECTED TIMETABLE OF THE OFFER

Financial adviser

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The Offer Document of the Company, containing details of, amongst others, the Offer and the Whitewash Waiver, recommendation from the Independent Board Committee to the Independent Shareholders, advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and a notice of the SGM, together with the accompanying form of proxy and Acceptance Form have been despatched to the Shareholders on 16 November 2017.

Shareholders are advised to read the Offer Document carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer and the Whitewash Waiver, before deciding whether or not to accept the Offer and/or to approve the ordinary resolution in connection with the Offer and the Whitewash Waiver to be proposed at the SGM.

References are made to the announcement of the Company dated 26 October 2017 and the offer document dated 16 November 2017 (the “ Offer Document ”) in relation to the conditional cash offer by Yu Ming Investment Management Limited on behalf of APAC Resources Limited (the “ Company ”). Unless otherwise stated, capitalised terms used herein shall bear the same meanings as those defined in the Offer Document.

DESPATCH OF OFFER DOCUMENT

The Offer Document of the Company, containing details of, amongst others, the Offer and the Whitewash Waiver, recommendation from the Independent Board Committee to the Independent Shareholders, advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and a notice of the SGM, together with the accompanying form of proxy and Acceptance Form have been despatched to the Shareholders on 16 November 2017.

Shareholders are advised to read the Offer Document carefully, including the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Offer and the Whitewash Waiver, before deciding whether or not to accept the Offer and/or to approve the ordinary resolution in connection with the Offer and the Whitewash Waiver to be proposed at the SGM.

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EXPECTED TIMETABLE

The SGM will be convened at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Monday, 4 December 2017 at 10:20 a.m. (or immediately after the conclusion of the annual general meeting of the Company to be held at 10:00 a.m. on the same day and at the same place) to consider and, if thought fit, approve the ordinary resolution in connection with the Offer and the Whitewash Waiver.

The expected timetable of the Offer set out below is indicative only and may be subject to change. Any changes to the timetable will be announced by the Company:

Despatch of the Offer Document and notice of SGM . . . . . . . . Thursday, 16 November 2017

Latest time for lodging transfer documents to qualify for attendance at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 28 November 2017

Register of Member closes . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 29 November 2017 to Monday, 4 December 2017 (both dates inclusive)

Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . . . . . . . . . . . . . 10:20 a.m. on Saturday, 2 December 2017 SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:20 a.m. on Monday, 4 December 2017 (or immediately after the conclusion of the annual general meeting of the Company to be held at 10:00 a.m. on the same day and at the same place)

Announcement of results of the SGM and whether

the Offer has become unconditional . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on Monday, 4 December 2017

Latest time and date for submitting Acceptance Forms (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 19 December 2017

Closing date of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 19 December 2017

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• Record date and time for determining Accepting

Shareholders’ Assured Entitlement and

Excess Tenders under the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on

Tuesday, 19 December 2017

Announcement of the results of the Offer through

the website of the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . not later than 7:00 p.m. on

Tuesday, 19 December 2017

Latest date for despatch of cheques to Accepting

Shareholders and, if applicable, return of Share

certificates to parties with unsuccessful tenders (Note3) . . . . . . . Tuesday, 2 January 2018

Notes:

1. The above timetable assumes that the Offer is approved by the Independent Shareholders at the SGM and the Conditions are satisfied resulting in the Offer becoming unconditional on 4 December 2017.

2. The Offer will remain open for acceptance for a further 14 days after it becomes unconditional. Where the Offer Period ends on a day which is not a Business Day, the Offer Period is extended until the next Business Day.

3. Remittance for the total amounts due to Accepting Shareholders under the Offer (subject to deduction of seller’s ad valorem stamp duty payable on the Shares repurchased from such Accepting Shareholders) will be made by the Company within 7 Business Days after the close of the Offer.

4. All references to date and time contained in this announcement refer to Hong Kong time and dates.

The Offer is conditional upon, amongst others, the passing of the ordinary resolution to approve the Offer and the Whitewash Waiver by the Independent Shareholders at the SGM by way of a poll. If the Offer does not become unconditional, the Offer will lapse.

Dealings in the Shares will continue notwithstanding the Offer has not become unconditional. During such period, persons dealing in the Shares will bear the risk that the Offer may lapse.

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Independent Shareholders should also note that their voting decision on the relevant resolution to be proposed at the SGM relating to the Offer and the Whitewash Waiver shall not affect their investment decision as to whether to accept the Offer or not. If Shareholders are in any doubt as to any aspect of the Offer or as to the action to take, they should seek independent professional advice. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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

Hong Kong, 16 November 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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