NEWOCEAN ENERGY 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.
NewOcean Energy Holdings Limited( 新海能源集團有限公司 )*
(Incorporated in Bermuda with limited liability)
(Stock Code: 342)Website: http://www.newoceanhk.com
DISCLOSURE PURSUANT TO RULE 13.18 OF THE LISTING RULESThis announcement is made pursuant to Rule 13.18 of the Listing Rules.
On 25 August 2016 the Company entered into the Facility Agreement for a term loan facility of US$150,000,000 (equivalent to approximately HK$1,167,000,000) for the purpose of refinancing of any existing indebtedness of any member of the Group and financing the general working capital requirements of the Group. The interest rate of the term loan is London Interbank Offered Rate plus 3.50% per annum. The loan to be made to the Company upon utilisation of the facility will be repayable in four instalments, 10% of the utilisated amount is repayable on the date which falls 30 months after the date of first drawdown, 10% of the utilisated amount is repayable on the date which falls 36 months after the date of first drawdown, 10% of the utilisated amount is repayable on the date which falls 42 months after the date of first drawdown, and the remaining 70% of the utilisated amount is repayable on the date which falls 48 months after the date of the first drawdown.
Under the Facility Agreement, in the event the Shum Family cease to remain as the single largest beneficial shareholder of the Company; or maintains less than 30% shareholding of the Company, or cease to have control over the Company, the facility available to the Company will be cancelled and all outstanding amounts will then become immediately due and payable.
As at the date of this announcement, the Shum Family together hold approximately 40.94% in aggregate of the issued share capital of the Company.
The Company will continue to comply with its disclosure obligations under the Listing Rules for so long as such obligations remain in respect of the Facility Agreement.
DEFINITIONSIn this announcement, the following expressions have the meanings set out below unless the context requires otherwise:
"Company" | NewOcean Energy Holdings Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Stock Exchange |
"controlling shareholder(s)" | has the meaning ascribed thereto under the Listing Rules |
"Facility Agreement" | the facility agreement dated 25 August 2016 in respect of a term loan facility of US$150,000,000 (equivalent to approximately HK$1,167,000,000) made available to the Company as borrower and Australia and New Zealand Banking Group Limited, CTBC Bank Co., Ltd., Standard Chartered Bank (Hong Kong) Limited and Taiwan Cooperative Bank Ltd., Hong Kong Branch as mandated lead arrangers and original lenders and Standard Chartered Bank (Hong Kong) Limited as agent |
"Group" | the Company and its subsidiaries |
"Listing Rules" | the Rule Governing the Listing of Securities on the Stock Exchange |
"Shum Family" | certain family members and relatives of Mr. Shum Siu Hung, chairman of the Company as set out in the Facility Agreement. Members of the Shum Family include Ms. Tong Shiu Ming, spouse of Mr. Shum Siu Hung, Mr. Shum Chun, Lawrence, managing director of the Company and a director and substantial shareholder of Uniocean, Mr. Shum Ho, Neo, a substantial shareholder of Uniocean, and Mr. Cen Ziniu, an executive director of the Company. Mr. Shum Chun, Lawrence and Mr. Shum Ho, Neo, are sons of Mr. Shum Siu Hung and Ms. Tong Shiu Ming. Mr. Cen Ziniu is a cousin of Mr. Shum Siu Hung. Mr. Shum Siu Hung and Mr. Shum Chun, Lawrence personally hold approximately 3.90% and 3.89% of the issued share capital of the Company respectively and together with Uniocean are deemed the controlling shareholders of the Company |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Uniocean" | Uniocean Investments Limited, a company incorporated in the British Virgin Island, a controlling shareholder of the Company holding approximately 33.15% of the issued share capital of the Company. Uniocean is owned as to 70% by Mr. Shum Siu Hung, 15% by Mr. Shum Chun, Lawrence and 15% by Mr. Shum Ho, Neo |
"US$" | the lawful currency of the United States of America for the time being |
"HK$" | the lawful currency of Hong Kong for the time being |
By order of the Board
NewOcean Energy Holdings Limited Shum Siu HungChairman
Hong Kong, 25 August 2016
As at the date of this announcement, the Board of the Company comprises Mr. Shum Siu Hung, Mr. Shum Chun, Lawrence, Mr. Cen Ziniu, Mr. Chiu Sing Chung, Raymond, Mr. Siu Ka Fai, Brian, and Mr. Wang Jian, being the executive directors, Mr. Cheung Kwan Hung, Anthony, Mr. Chan Yuk Wai, Benedict and Dr. Xu Mingshe, being the independent non-executive directors.
* for identification purposes only
NewOcean Energy Holdings Limited published this content on 25 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 August 2016 10:34:05 UTC.
Original documenthttp://file.irasia.com/listco/hk/newoceanhk/announcement/a160825.pdf
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