GCL TECHNOLOGY HOLDINGS LIMITED 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 is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not for distribution, directly or indirectly, in or into the United States.
This announcement and the information contained herein does not constitute or form part of an offer to sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the Securities Act, or pursuant to an applicable exemption from such registration requirement. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.
GCL-POLY ENERGY HOLDINGS LIMITED
保利協鑫能源控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 3800)
PROPOSED ISSUE OF CONVERTIBLE BONDS BY A SUBSIDIARY OF
GCL NEW ENERGY HOLDINGS LIMITED
This announcement is made by the board of directors (the ''Board'') of GCL-Poly
Energy Holdings Limited (the ''Company'') to provide information on the proposed issue of convertible bonds by a subsidiary of GCL New Energy Holdings Limited 協 鑫新能源控股有限公司(a company listed on the Main Board of The Stock Exchange
of Hong Kong Limited (the "Stock Exchange") with stock code 451, in which the Company indirectly holds 62.28% of the issued share capital) (''GCL New Energy'') pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). On the date of this announcement, the Company was informed by GCL New Energy that GCL New Energy has issued an announcement dated 24 April 2015 (the ''GNE Announcement'') announcing, amongst other things, that:
- 1 -
a. GCL New Energy and GCL Yield Holding Company Limited ( the "Issuer", a subsidiary of GCL New Energy) had conditionally entered into a subscription agreement (the "Subscription Agreement") with Goldman Sachs Investment Holdings (Asia) Limited (the "Subscriber") in relation to the issuance of the convertible bonds (the "Convertible Bonds") to be issued in two tranches in an aggregate principal amount of US$100,000,000 by the Issuer and to be
subscribed by the Subscriber. The closing of each tranche of the subscription
is subject to customary conditions precedent and the first tranche of subscription is subject to certain additional conditions precedent agreed by the parties including the execution of certain documents and agreements;
b. the Convertible Bonds will not bear interest and is issued for a term of three years (subject to extension of an additional 12 months by the Subscriber at its sole discretion). Unless previously redeemed, converted or purchased and cancelled, the Convertible Bonds will be redeemed on the maturity date at their principal amount plus an amount that will result in a total internal rate of return of 7% per annum;
c. GCL New Energy will guarantee the payment of all sums payable by the Issuer under the Convertible Bonds and the performance of all of the other obligations of the Issuer in respect of the Convertible Bonds;
d. assuming the exercise in full of the conversion right at the initial conversion price and the aggregate principal amount of US$100,000,000 of the Convertible Bonds is issued, the Issuer will issue such number of shares that results in the Subscriber holding 45.4545% of the total issued share capital of the Issuer;
e. the Convertible Bonds are issued subject to certain terms and conditions which also contain customary events of default, following the occurrence of which the Convertible Bonds shall immediately become due and redeemable;
f. no listing of the Convertible Bonds or conversion shares will be sought on the
Stock Exchange or any other stock exchange at this time;
g. the Subscription Agreement may be terminated (i) if the conditions precedent relating to the first tranche of subscription are not fulfilled by 26 October 2015; or (ii) prior to the closing of the first tranche of the Conversion Bonds, by mutual consent by the Subscriber and the Issuer ; and
h. the estimated net proceeds of the issue of the Convertible Bonds is intended to be used by the Issuer to fund the acquisition of the solar power generation projects.
Please refer to the GNE Announcement posted on the websites of the Stock Exchange (www.hkexnews.hk) and GCL New Energy (www.gclnewenergy.com) for details of the issuance of the Convertible Bonds.
Shareholders of the Company and potential investor should note that the completion of the Subscription Agreement is subject to fulfillment of certain
- 2 -
conditions precedent under the Subscription Agreement. As the proposed issuance of Convertible Bonds may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the shares of the Company.
By order of the Board
GCL-Poly Energy Holdings Limited
Zhu Gongshan
Chairman
Hong Kong, 24 April 2015
As at the date of this announcement, the Board comprises Mr. Zhu Gongshan (Chairman), Mr. Ji Jun, Mr. Zhu Yufeng, Mr. Yeung Man Chung, Charles and Mr. Zhu Zhanjun as executive directors; Mr. Shu Hua as a non-executive director; Ir. Dr. Ho
Chung Tai, Raymond，Mr. Xue Zhongsu and Mr. Yip Tai Him as independent
non-executive directors.
- 3 -
|
distributed by
|
