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Shanghai Able Digital Science&Tech Co., Ltd. — M&A Activity 2007
Dec 12, 2007
50757_rns_2007-12-12_924ca5a4-5d9c-43fa-9471-0952d811b553.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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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CITIC RESOURCES HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 1205)
COMPLETION
VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION
ACQUISITION OF INTEREST IN KAZAKHSTAN OIL ASSETS ACQUISITION OF LOAN AND OTHER INDEBTEDNESS
Completion of the acquisition of the Kazakhstan Interests and the benefit of the KEL Indebtedness by the Company from CITIC Group took place on 12 December 2007. As a result, the Company now has an indirect interest in 50% of the issued voting shares of KBM and 50% of the participation rights in each of ATS and TMS. KBM, ATS and TMS operate the Kazakhstan Business.
The Company has been advised that on the same date, KMG EP completed its acquisition of 50% of the outstanding common shares of CCEL from CITIC Group. As a result, KMG EP has an indirect interest in the remaining 50% of the issued voting shares of KBM and the remaining 50% of the participation rights in each of ATS and TMS.
The Company and KMG EP will manage and operate the Kazakhstan Business as a joint venture through their respective ownership interests in CCEL.
BACKGROUND
Reference is made to the announcement issued by the Company on 8 May 2007 in relation to a very substantial acquisition and connected transaction concerning the Kazakhstan Interests and the KEL Indebtedness (the “ Announcement ”). Unless otherwise defined in this announcement or unless the context otherwise requires, words and expressions defined in the Announcement shall have the same meaning when used in this announcement.
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COMPLETION OF ACQUISITION OF THE KAZAKHSTAN INTERESTS AND THE KEL INDEBTEDNESS BY THE COMPANY
The Directors are pleased to announce that completion of the acquisition of the Kazakhstan Interests and the benefit of the KEL Indebtedness by the Company from CITIC Group took place on 12 December 2007 (the “ Completion Date ”). As a result, the Company now has an indirect interest in 50% of the outstanding common shares of CCEL and thereby an indirect interest in 50% of the issued voting shares of KBM (which represents 47.3% of the total issued shares of KBM) and 50% of the participation rights in each of ATS and TMS.
KBM, ATS and TMS operate oil and oil related businesses including, amongst other things, the development and production of oil at the Karazhanbas oilfield in Kazakhstan which has about 363.8 million barrels of proved reserves as at 31 December 2006 (the “ Kazakhstan Business ”).
COMPLETION OF THE ACQUISITION OF 50% OF CCEL BY KMG EP
The Company has been advised that JSC KazMunaiGas Exploration Production (“ KMG EP ”) has also completed its acquisition of 50% of the outstanding common shares of CCEL from CITIC Group on the Completion Date. As a result, KMG EP has an indirect interest in the remaining 50% of the issued voting shares of KBM and the remaining 50% of the participation rights in each of ATS and TMS.
KMG EP is the 3rd largest Kazakhstan oil and gas producing company. Its shares are listed on the Kazakhstan Stock Exchange and it has global depositary receipts listed on the London Stock Exchange. KMG EP is owned as to 61% by JSC National Company KazMunaiGas, the state-owned oil company of Kazakhstan.
JOINT VENTURE
With effect from the Completion Date, the Company and KMG EP will manage and operate the Kazakhstan Business as a joint venture through their respective ownership interests in CCEL.
By order of the Board CITIC Resources Holdings Limited Sun Xinguo Chief Executive Officer
Hong Kong, 12 December 2007
As at the date of this announcement, the executive directors of the Company are Mr. Kong Dan; Mr. Mi Zengxin; Mr. Shou Xuancheng; Mr. Sun Xinguo; Ms. Li So Mui; Mr. Qiu Yiyong; Mr. Zeng Chen and Mr. Zhang Jijing, the non-executive directors are Mr. Ma Ting Hung and Mr. Tang Kui, and the independent non-executive directors are Mr. Fan Ren Da, Anthony; Mr. Ngai Man and Mr. Tsang Link Carl, Brian.
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