General Announcement::PROPOSED VOLUNTARY DELISTING OF CHEMOIL E...
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General Announcement::PROPOSED VOLUNTARY DELISTING OF CHEMOIL ENERGY LIMITED DEALINGS DISCLOSURE AND LEVEL OF ACCEPTANCES
Issuer & Securities
Issuer/ Manager | CHEMOIL ENERGY LIMITED |
Securities | CHEMOIL ENERGY LIMITED - HK0000035813 - AV5 |
Announcement Details
Announcement Title | General Announcement |
Date & Time of Broadcast | 16-Apr-2014 20:58:28 |
Status | New |
Announcement Sub Title | PROPOSED VOLUNTARY DELISTING OF CHEMOIL ENERGY LIMITED DEALINGS DISCLOSURE AND LEVEL OF ACCEPTANCES |
Announcement Reference | SG140416OTHRI5KR |
Submitted By (Co./ Ind. Name) | DBS BANK LTD. / YEO WENXIAN |
Designation | VICE PRESIDENT |
Effective Date and Time of the event | 16/04/2014 20:50:00 |
Description (Please provide a detailed description of the event in the box below) | Please see attached. |
Attachments
DealingsAcceptancesAnnouncement160414.pdf
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4/17/2014
EXIT OFFERin connection with
THE PROPOSED VOLUNTARY DELISTING OF CHEMOIL ENERGY LIMITEDby
DBS BANK LTD. (Incorporated in the Republic of Singapore) (Company Registration No: 196800306E)for and on behalf of SINGFUEL INVESTMENT PTE. LTD. (Incorporated in the Republic of Singapore) (UEN/Reg. No: 200716010M)
an indirect wholly-owned subsidiary of
GLENCORE XSTRATA PLC(Incorporated in Jersey) (Company Registration No.: 107710)
to acquire all of the issued ordinary shares in the capital of
CHEMOIL ENERGY LIMITED (Incorporated in Hong Kong) (Company Registration No.: 200591)other than those already owned, controlled or agreed to be acquired by
Singfuel Investment Pte. Ltd.
DEALINGS DISCLOSURE AND LEVEL OF ACCEPTANCES 1. INTRODUCTION
DBS Bank Ltd. ("DBS") refers to the exit offer letter dated 31 March 2014 (the "Exit Offer Letter") for the exit offer (the "Exit Offer") in connection with the proposed voluntary delisting of Chemoil Energy Limited ("Chemoil") for all the issued ordinary shares ("Shares") in the capital of Chemoil, other than those Shares already owned, controlled or agreed to be acquired by Singfuel Investment Pte. Ltd. (the "Offeror").
All capitalised terms used and not defined herein shall have the same meanings given to them in the Exit Offer Letter.
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2. DEALINGS BY THE OFFEROR
Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers, DBS wishes to announce, for and on behalf of the Offeror, that the Offeror has acquired1 the following Shares on 16 April 2014 (the "Acquired Shares") on the Singapore
Exchange Securities Trading Limited, details of which are set out below:
S/N | Description | |
1. | Total number of Acquired Shares | 7,133,000 |
2. | Percentage of the total number of Shares2 constituted by the Acquired Shares | 0.55% |
3. | Consideration paid per Share for the Acquired Shares, excluding brokerage fee, clearing fee and applicable tax | US$0.40 |
Pursuant to Rule 28.1 of the Code, DBS wishes to announce, for and on behalf of the Offeror, that as at 5.00 p.m. (Singapore time) on 16 April 2014, the total number of Shares (i) held before the offer period, (ii) acquired or agreed to be acquired during the offer period and (iii) for which valid acceptances of the Exit Offer have been received,
are as follows:
Number of Shares | Percentage of the issued Shares (%) | |
Shares held by the Offeror and parties acting in concert with it as at 25 February 2014, being the Joint Announcement Date | 1,152,974,594 | 88.41% |
Shares acquired or agreed to be acquired by the Offeror and parties acting in concert with it (other than pursuant to valid acceptances of the Offer) between 25 February 2014 up to 5.00 p.m. (Singapore time) on 16 April 2014, both dates inclusive | 44,663,000 | 3.42% |
Valid acceptances of the Offer as at 5.00 p.m. (Singapore time) on 16 April 2014 received from parties acting in concert with the Offeror | - | - |
Valid acceptances of the Offer as at 5.00 p.m. (Singapore time) on 16 April 2014 received from Shareholders other than parties acting in concert with the Offeror | 47,479,213 | 3.64% |
Total | 1,245,116,807 | 95.48% |
1 In this Announcement, Shares agreed to be acquired pursuant to a trade on the SGX-ST on a trade date are regarded as Shares already acquired on that trade date, notwithstanding that settlement of that trade will occur three market days later.
2 All references to percentage shareholding of the issued share capital of Chemoil in this Announcement are based
on 1,304,118,865 Shares in the issued share capital of Chemoil as at the date of this Announcement and are rounded to the nearest three decimal places.
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4. RESULTANT SHAREHOLDING
As at 5.00 p.m. (Singapore time) on the date of this Announcement, the total number of (i) Shares owned, controlled or agreed to be acquired by the Offeror and parties acting in concert with it, and (ii) valid acceptances to the Offer, amount to an aggregate of
1,245,116,807 Shares, representing approximately 95.48 per cent. of the issued share capital of Chemoil.
The directors of the Offeror (the "Offeror Directors") (including any who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that, where appropriate, no material facts in relation thereto have been omitted from this Announcement, and the Offeror Directors jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to Chemoil), the sole responsibility of the Offeror Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.
Issued by
For and on behalf of
Singfuel Investment Pte. Ltd.
16 April 2014
Singapore
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