GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED
大 成 生 化 科 技 集 團 有 限 公 司 *
(incorporated in the Cayman Islands with limited liability)
(Stock code: 00809)
INSIDE INFORMATION
ANNOUNCEMENT PURSUANT TO
RULE 3.2 OF THE TAKEOVERS CODE
(1) LETTER OF INTENT
IN RESPECT OF THE POSSIBLE SUBSCRIPTION AND
(2) POSSIBLE APPLICATION FOR WHITEWASH WAIVER AND
(3) RESUMPTION OF TRADING
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 3.2 of the Takeovers Code.
LETTER OF INTENT IN RESPECT OF POSSIBLE SUBSCRIPTION
The Board is pleased to announce that on 9 June 2015, the Company and the Proposed Investor entered into the Letter of Intent setting out the preliminary understandings of the parties in relation to the possible cash subscription by the Proposed Subscriber(s) of the Subscription Shares and/or other securities of the Company for a total consideration of not less than RMB1.5 billion. It is intended that the Possible Subscription will be made by the Proposed Investor, its affiliates and/or other investor(s) as designated by the Proposed Investor.
Save for the certain provisions on expenses, confidentiality and the governing law, the Letter of
Intent is not legally binding.
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Further announcement(s) in respect of the Possible Subscription in compliance with the Listing Rules and the Takeovers Code will be made by the Company as soon as possible after the signing of the Formal Agreement.
It is intended that if the Possible Subscription materializes, the Proposed Subscriber(s) will in aggregate be interested in more than 30% of the enlarged issued share capital of the Company.
POSSIBLE IMPLICATIONS OF THE POSSIBLE SUBSCRIPTION UNDER THE
TAKEOVERS CODE AND POSSIBLE APPLICATION FOR WHITEWASH WAIVER
Under Rule 26.1 of the Takeovers Code, the Proposed Subscriber(s) would be obliged to make a mandatory general offer to the Shareholders and other securities holders of the Company for all the issued Shares and other securities of the Company not already owned or agreed to be acquired by the Proposed Subscriber(s) and parties acting in concert with it/them unless the GBT Whitewash Waiver is obtained from the Executive. In this regard, it is intended that the Possible Subscription will be conditional upon the granting of the GBT Whitewash Waiver, and the parties to the Letter of Intent have agreed not to reserve the right to waive such condition. The GBT Whitewash Waiver, if granted by the Executive, will be subject to, among other things, approval by the Independent Shareholders at the extraordinary general meeting of the Company by way of a poll.
If the Possible Subscription materializes and if, immediately after completion of the Possible Subscription, the Proposed Subscriber(s) and the parties acting in concert with it/them together are interested in more than 50% of the enlarged issued share capital of the Company or have otherwise resulted in change in statutory control in the Company, and in turn, the controlling interest in GSH, the Proposed Subscriber(s) may be obliged to make a mandatory general offer to the shareholders and other securities holders of GSH for all the issued shares and other securities of GSH upon completion of the Possible Subscription pursuant to Note 8 to Rule 26.1 of the Takeovers Code. Under Note 8 to Rule 26.1 of the Takeovers Code, as the Company is the holding company and controlling shareholder of GSH and is interested in approximately 64.04% of the entire issued share capital of GSH, a person or group of persons acting in concert acquiring statutory control of the Company will thereby acquire or consolidate control of GSH. The Executive will not normally require a mandatory general offer to be made in respect of the shares and other securities of GSH under Rule 26 of the Takeovers Code unless: (a) the holding in GSH is significant in relation to the Company; or (b) one of the main purposes of acquiring control of the Company was to secure control of GSH. Where necessary, consultation or rulings will be sought from the Executive as to whether the Proposed Subscriber(s) would be obliged to make a mandatory general offer to the shareholders and other securities holders of GSH for all the issued shares and other securities of GSH pursuant to Note 8 to Rule 26.1 of the Takeovers Code. If the Proposed Subscriber(s) and the parties acting in concert with it/them together are interested in more than 50% of the enlarged issued share capital of the Company or have otherwise resulted in change in statutory control in the Company and in turn, the controlling interest in GSH immediately after completion of the Possible Subscription, and if a mandatory general offer obligation is therefore triggered for all the issued shares and other securities of GSH pursuant to Note 8 to Rule 26.1 of the Takeovers Code, a mandatory general offer will be made by the Proposed Subscriber(s) to the shareholders and other securities holders of GSH in compliance with the Takeovers Code.
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Completion of the Possible Subscription if materializes, will be subject to the satisfaction of the conditions precedent described in the Letter of Intent and the terms of the Formal Agreement. As the Letter of Intent may or may not lead to the entering into of the Formal Agreement and the Possible Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and other securities of the Company.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9 : 00 a.m. on 4 May 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 10 June 2015.
This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 3.2 of the Takeovers Code.
LETTER OF INTENT IN RESPECT OF THE POSSIBLE SUBSCRIPTION
The Board is pleased to announce that on 9 June 2015, the Company and the Proposed Investor entered into the Letter of Intent setting out the preliminary understandings of the parties in relation to the Possible Subscription.
Possible subscription of new Shares
Pursuant to the Letter of Intent, it is intended that the Proposed Investor will, through itself or together with its affiliates and/or other strategic investor(s) as designated by the Proposed Investor, subscribe in cash for the Subscription Shares and/or other securities of the Company for a total consideration of not less than RMB1.5 billion. The parties will further negotiate on the subscription price per Subscription Share and/or other securities of the Company, which shall take into account various factors, including but not limited to the average closing price of the Shares for the three months and twelve months immediately before the Last Trading Day, i.e. HK$0.25 and HK$0.29, respectively. It is intended that the Proposed Subscriber(s) will own more than 30% of the enlarged issued share capital of the Company immediately upon completion of the Possible Subscription.
Conditions precedent
Completion of the Possible Subscription will be conditional upon such conditions as shall be agreed and to be contained in the Formal Agreement, which shall include:
(i) the Executive having granted the GBT Whitewash Waiver; and
(ii) the Group having completed its assets and/or debt restructuring to the satisfaction of the Proposed
Subscriber(s), the scope, form and condition of which shall be further agreed between the parties.
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Pursuant to the Letter of Intent, the parties thereto have agreed not to reserve the right to waive the conditions set out in paragraph (i) above.
The GBT Whitewash Waiver, if granted, will be conditional upon the approval by the Independent Shareholders at an extraordinary general meeting of the Company to be convened. In the event the GBT Whitewash Waiver is not granted or not approved by the Independent Shareholders and that the Proposed Subscriber(s) would be obliged to make a mandatory general offer to the Shareholders and other securities holders of the Company for all the issued Shares and other securities of the Company not already owned or agreed to be acquired by the Proposed Subscriber(s) and parties acting in concert with it/them, the Possible Subscription will not proceed.
Due diligence review
Pursuant to the Letter of Intent, the Proposed Investor shall be allowed to perform due diligence review on the business, operation, finance and legal affairs of the Group.
Non legally-binding effect
Save for certain provisions on expenses, confidentiality and the governing law of the Letter of Intent, the Letter of Intent is not legally binding. The Possible Subscription will be subject to the execution and completion of the Formal Agreement. The detailed terms and conditions of the Possible Subscription will be set out in the Formal Agreement.
Validity period
In the event the Formal Agreement could not be entered into within six months from the date of the Letter of Intent (or such later date as shall be agreed between the parties), the Letter of Intent shall be automatically terminated.
Further announcement(s) in respect of the Possible Subscription in compliance with the Listing Rules and the Takeovers Code will be made by the Company as soon as possible after the signing of the Formal Agreement.
REASONS FOR THE POSSIBLE SUBSCRIPTION
The Directors consider that the Possible Subscription represents an opportunity to strengthen the financial position of the Company, and the Possible Subscription will be in the interest of the Company and the Shareholders as a whole.
POSSIBLE IMPLICATIONS OF THE POSSIBLE SUBSCRIPTION UNDER THE TAKEOVERS CODE AND POSSIBLE APPLICATION FOR WHITEWASH WAIVER
If the Possible Subscription materializes, immediately after completion of the Possible Subscription, the Proposed Subscriber(s) and the parties acting in concert with it/them will in aggregate be interested in more than 30% of the issued share capital of the Company.
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Under Rule 26.1 of the Takeovers Code, the Proposed Subscriber(s) would be obliged to make a mandatory general offer to the Shareholders and other securities holders of the Company for all the issued Shares and other securities of the Company not already owned or agreed to be acquired by the Subscriber(s) and parties acting in concert with it/them unless the GBT Whitewash Waiver is obtained from the Executive. In this regard, it is intended that the Possible Subscription will be conditional upon the granting of the GBT Whitewash Waiver. The GBT Whitewash Waiver, if granted by the Executive, will be subject to, among other things, approval by the Independent Shareholders at the extraordinary general meeting of the Company by way of a poll.
Pursuant to the Letter of Intent, the parties thereto have agreed not to reserve the right to waive the condition on the GBT Whitewash Waiver.
If the Possible Subscription materializes and if, immediately after completion of the Possible Subscription, the Proposed Subscriber(s) and the parties acting in concert with it/them together are interested in more than 50% of the enlarged issued share capital of the Company or have otherwise resulted in change in statutory control in the Company, and in turn, the controlling interest in GSH, the Proposed Subscriber(s) may be obliged to make a mandatory general offer to the shareholders and other securities holders of GSH for all the issued shares and other securities of GSH upon completion of the Possible Subscription pursuant to Note 8 to Rule 26.1 of the Takeovers Code. Under Note 8 to Rule
26.1 of the Takeovers Code, as the Company is the holding company and controlling shareholder of GSH and is interested in approximately 64.04% of the entire issued share capital of GSH, a person or group of persons acting in concert acquiring statutory control of the Company will thereby acquire or consolidate control of GSH. The Executive will not normally require a mandatory general offer to be made in respect of the shares and other securities of GSH under Rule 26 of the Takeovers Code unless: (a) the holding in GSH is significant in relation to the Company; or (b) one of the main purposes of acquiring control of the Company was to secure control of GSH. Where necessary, consultation or rulings will be sought from the Executive as to whether the Proposed Subscriber(s) would be obliged to make a mandatory general offer to the shareholders and other securities holders of GSH for all the issued shares and other securities of GSH pursuant to Note 8 to Rule 26.1 of the Takeovers Code. If the Proposed Subscriber(s) and the parties acting in concert with it/them together are interested in more than 50% of the enlarged issued share capital of the Company or have otherwise resulted in change in statutory control in the Company and in turn, the controlling interest in GSH immediately after completion of the Possible Subscription, and if a mandatory general offer obligation is therefore triggered for all the issued shares and other securities of GSH pursuant to Note 8 to Rule 26.1 of the Takeovers Code, a mandatory general offer will be made by the Proposed Subscriber(s) to the shareholders and other securities holders of GSH in compliance with the Takeovers Code.
THE PROPOSED INVESTOR
To the best of the Board's knowledge, information and belief having made all reasonable enquiries, the Proposed Investor and the ultimate beneficial owners of the Proposed Investor are Independent Third Parties. As at the date of this announcement, the Proposed Investor and parties acting in concert with it do not hold any share or other securities of the Company and GSH. The Proposed Investor has confirmed that save for the Letter of Intent, the Proposed Investor and parties acting in concert with it
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have not acquired any voting rights of the Company and GSH and have not dealt in any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company and GSH in the six months prior to the date of this announcement.
Completion of the Possible Subscription, if materializes, will be subject to the satisfaction of the conditions precedent described in the Letter of Intent and the terms of the Formal Agreement. As the Letter of Intent may or may not lead to the entering into of the Formal Agreement and the Possible Subscription may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares and other securities of the Company.
RESUMPTION OF TRADING
At the request of the Company, trading in the Shares on the Stock Exchange has been halted with effect from 9 : 00 a.m. on 4 May 2015 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 10 June 2015.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
''acting in concert'' has the meaning ascribed thereto in the Takeovers Code
''Board'' the board of Directors
''Company'' Global Bio-chem Technology Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange (stock code: 00809)
''Directors'' directors of the Company
''Executive'' the Executive Director of the Corporate Finance Division of the Securities and Futures Commission from time to time or any delegate of such Executive Director
''Formal Agreement'' the formal legally-binding agreement to be entered into between the Company and the Proposed Subscriber(s) in connection with the Possible Subscription
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''GBT Whitewash Waiver'' whitewash waiver as may be granted by the Executive pursuant to Note
1 on dispensations from Rule 26 of the Takeovers Code in respect of any obligation of the Proposed Subscriber(s) to make a mandatory general offer for all the issued Shares and other securities of the Company not already owned (or agreed to be acquired) by the Proposed Subscriber(s) and parties acting in concert with it/them which might otherwise arise as a result of the Possible Subscription
''Group'' the Company and its subsidiaries
''GSH'' Global Sweeteners Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the non-wholly owned subsidiary of the Company and the shares of which are listed on the Stock Exchange (stock code: 03889)
''HK$'' Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China
''Independent Shareholders'' Shareholders other than (i) the Proposed Subscriber(s), their respective associates (as defined under the Listing Rules) and the parties acting in concert with it or any of them and (ii) other Shareholders who are interested in or involved in the Possible Subscription and/or the GBT Whitewash Waiver
''Independent Third Party'' third party independent of, and not connected with, the Company and its connected persons (as defined in the Listing Rules)
''Last Trading Day'' 30 April 2015, being the last trading day for the Shares prior to the halt of trading of Shares from 9 : 00 a.m. on 4 May 2015 pending the release of this announcement
''Letter of Intent'' the letter of intent dated 9 June 2015 entered into between the Company and the Proposed Investor setting out the preliminary understanding in relation to the Possible Subscription
''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange
''Possible Subscription'' the possible subscription for the Subscription Shares and/or other securities of the Company
''Proposed Investor'' 吉林省交通投資集團有限公司 (Jilin Province Communication Investment Group Co., Ltd.), a limited liability company incorporated in the People's Republic of China
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''Proposed Subscriber(s)'' the Proposed Investor, its affiliates and/or other investor(s) to be designated by the Proposed Investor for the subscription of the Subscription Shares and/or other securities of the Company under the Possible Subscription
''RMB'' Renminbi, the lawful currency of the People's Republic of China
''Share(s)'' ordinary share(s) of HK$0.10 each in the share capital of the Company
''Shareholder(s)'' holder(s) of the Shares
''Stock Exchange'' The Stock Exchange of Hong Kong Limited
''Subscription Shares'' new Shares to be allotted and issued to the Proposed Subscriber(s)
pursuant to the Formal Agreement
''Takeovers Code'' The Hong Kong Code on Takeovers and Mergers as in force and as amended from time to time
''%'' per cent
By order of the Board
Global Bio-chem Technology Group Company Limited
Liu Xiaoming
Chairman
Hong Kong, 10 June 2015
As at the date of this announcement, the Board comprises six executive Directors, namely Mr. Liu Xiaoming, Ms. Xu Ziyi, Mr. Li Weigang, Mr. Wang Yongan, Mr. Ji Jianping and Mr. Cheung Chak Fung; and three independent non-executive directors, namely Mr. Chan Chi Wai, Benny, Mr. Ng Kwok Pong and Mr. Yeung Kit Lam.
All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquires, 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 statement contained in this announcement misleading.
* for identification purpose only
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