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Wednesday June 30, 5:00 PM
HK Bourse: Release from CITIC Res Hldgs On Connected Deal -9

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
liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this
announcement.
CITIC RESOURCES HOLDINGS LIMITED
(incorporated in Bermuda with limited liability)
Website: www.citicresources.com
(Stock Code: 1205)
VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION
ACQUISITION OF
ENTIRE ISSUED SHARE CAPITAL OF RICHFIRST HOLDINGS LIMITED
AND
SHAREHOLDER`S LOAN
Acquisition of Richfirst
On 29 June 2004, Starbest, a wholly-owned subsidiary of the
Company, conditionally agreed with CITIC Group to acquire the
entire issued share capital of Richfirst and a shareholder`s
loan of US$20,000,000 for an aggregate consideration of
US$21,200,000 (about HK$165,360,000).
Richfirst, a wholly-owned subsidiary of CITIC Group, holds the
Participating Interest which represents 40% of the Contractor`s
rights and obligations in the Petroleum Contract, a production
sharing contract relating to the development and production of
petroleum in the Kongnan Block, and which Richfirst has acquired
from Pan-China.
Pan-China is an indirect wholly-owned subsidiary of Ivanhoe,
a company whose shares are quoted and listed on Nasdaq and the
Toronto Stock Exchange respectively. Pan-China is not a
connected person of the Company.
Very Substantial Acquisition
For the purpose of classifying the category of notifiable
transaction into which the Acquisition falls, the Acquisition
is required to be aggregated with the Company`s recent
acquisition of CITIC Resources Australia Pty Limited and CITIC
Portland Surety Pty Limited which was completed within the period
of 12 months preceding the Agreement. Details of such recent
acquisition were announced by the Company in its announcement
dated 30 January 2004. As a consequence, the Acquisition will
be treated as a very substantial acquisition for the Company
pursuant to Rule 14.06(5) of the Listing Rules.
Connected Transaction
CITIC Group is a connected person of the Company as it is the
parent of and, therefore, an associate of Keentech and CITIC
Australia. Keentech is a controlling shareholder of the Company
and CITIC Australia is a substantial shareholder of the Company.
Accordingly, the Acquisition will also constitute a connected
transaction for the Company pursuant to the Listing Rules.
CITIC Group, through Keentech, acquired an indirect controlling
interest of 41.26% of the issued share capital of the Company
on 25 June 2002 and, through Keentech and CITIC Australia,
currently has an indirect interest of 60.47% of the issued share
capital of the Company.
Independent Shareholders` Approval
As the Acquisition will be treated as a very substantial


acquisition and connected transaction for the Company,
completion of the Acquisition will be subject to the approval
of the Independent Shareholders. Keentech, CITIC Australia and
their respective associates will abstain from voting on the
resolution to approve the Acquisition. The voting in respect
of the approval of the resolution regarding the Acquisition will
be conducted by way of a poll.
INFORMATION ON THE AGREEMENT
Date
29 June 2004
Parties
(1) CITIC Group
(2) Starbest, a wholly-owned subsidiary of the Company
(3) the Company
Assets to be acquired under the Agreement
Pursuant to the Agreement, Starbest shall acquire:
(A) the Sale Shares; and
(B) the Shareholder`s Loan.
Aggregate Purchase Price
The aggregate purchase price payable by Starbest to CITIC Group
in respect of the Sale Shares and the Shareholder`s Loan is
US$21,200,000 (about HK$165,360,000) and shall be payable in
cash in one lump sum at completion of the Acquisition. No deposit
is payable by the Company under the Agreement. The Company
proposes to fund the purchase price from its existing working
capital.
The aggregate purchase price has been determined on an arm`s
length basis between Starbest and CITIC Group and is a price
acceptable to Starbest and CITIC Group with reference to the
investment costs of CITIC Group (of about US$1,200,000) and the
value of the Shareholder`s Loan (of US$20,000,000).
Conditions
Completion of the Acquisition is subject to the following
conditions being satisfied or waived:
(A) completion to the satisfaction of Starbest of legal,
financial and business due diligence in relation to Richfirst
(including the Kongnan Block and all operations relating
thereto);
(B) all necessary approvals from Shareholders having been
obtained including, without limitation, the Company having
convened a special general meeting at which resolutions shall
have been duly passed by the Independent Shareholders to approve,
inter alia, the purchase of the Sale Shares by Starbest in
compliance with all applicable laws, rules and regulations
including, without limitation, the Listing Rules and the
bye-laws of the Company;
(C) the conditions precedent specified in and all transactions
described in or which are contemplated by the Farmout Agreement
having been satisfied (or waived with the prior written consent
of Starbest) and completed to the satisfaction of Starbest (as
determined by Starbest in its sole and absolute discretion);

ADVERTISEMENT



(D) the obtaining of any consents or approvals from any third
party or government agency deemed by Starbest to be necessary
for the continued operation of Richfirst`s business and/or in
connection with the transfer of the Sale Shares and/or the
acquisition of control of the Participating Interest by Starbest;
and
(E) the issue of a legal opinion in a form acceptable to Starbest
by PRC legal counsel appointed by Starbest confirming that,
amongst other things, the assignment of the Participating
Interest pursuant to the Farmout Agreement will not constitute
a breach of the terms of the Petroleum Contract or any law of
the PRC and that the choice of Hong Kong law as the governing
law of the Farmout Agreement for the purpose of assigning the
Participating Interest to Richfirst is an effective and valid
choice of law and is not in breach of any relevant law of the
PRC concerning such assignment of the Participating Interest.
Pursuant to the Agreement, Starbest has the discretion to waive
in whole or in part the conditions set out in paragraphs (A)
and (C) above. The Company has been advised by CITIC Group that
Richfirst and Pan-China have completed the Farmout Agreement
and this will be reviewed by the Company to determine whether
the condition set out in paragraph (C) above has been satisfied.
If all the conditions have not been satisfied or waived (as the
case may be) on or before 30 September 2004, the Agreement shall
lapse and no party shall have any claim against any other in
respect thereof save for any antecedent breach.
The Company currently has no intention of waiving any of the
conditions.
Completion
Completion of the Acquisition will take place on the date falling
7 business days after the date on which the last of the conditions
to be satisfied shall have been satisfied or waived (as the case
may be) or such later date as the parties to the Agreement may
agree provided that such date shall not be later than 12 October
2004 unless it is extended by agreement amongst the parties.
If in any respect the obligations of CITIC Group or Starbest
are not complied with at the time completion is due to take place,
the party not in default may defer completion, or proceed to
completion so far as practicable or terminate the agreement but
without prejudice to any claim by any party in respect of any
antecedent breach.
INFORMATION ON CITIC GROUP
CITIC Group is a PRC state-owned enterprise which holds major
interests in many industries including banking, financial
services, information technology, investment services, real
estate, engineering services and infrastructure investment.
CITIC Group has been an indirect controlling shareholder of the
Company since 25 June 2002.
INFORMATION ON RICHFIRST AND THE PARTICIPATING INTEREST
Richfirst
Richfirst is a wholly-owned subsidiary of CITIC Group and was
incorporated on 3 December 2003 for the purposes of acquiring
and holding the Participating Interest.
For the period from 3 December 2003 (date of its incorporation)
to 31 December 2003 and for the three months ended 31 March 2004,
Richfirst did not have any


net profit/(loss) before and after taxation and extraordinary
items. As at 31 March 2004, the total asset value and net asset
value of Richfirst were US$10,000,000 (about HK$78,000,000) and
US$100 (about HK$780) respectively.
The Company is not required to make additional capital
contributions to Richfirst. It may be called upon in respect
of the CITIC Group Guarantee described below.
Participating Interest
Richfirst holds the Participating Interest which it has acquired
from Pan-China for a consideration of US$20,000,000 (about
HK$156,000,000) pursuant to the Farmout Agreement.
The Participating Interest comprises of and represents 40% of
the Contractor`s rights and obligations in the Petroleum
Contract. Pan-China holds the remaining 60% of the Contractor`s
rights and obligations in the Petroleum Contract. The Petroleum
Contract is a 30-year petroleum development and production
sharing contract relating to the development and production of
petroleum in the Kongnan Block.
The Kongnan Block covers an area of 22,400 gross acres within
the Dagang Oilfield, PRC and is located about 125 miles
south-east of Beijing. Pan-China has conducted extensive pilot
testing in respect of the Kongnan Block (that saw production
of approximately 500 barrels of oil per day at the end of 2003).
An overall development program of the Kongnan Block which calls
for the drilling of up to 115 new oil wells and the re-completion
of 28 existing wells over a 3-year period has been approved by
CNPC. The Kongnan Block contains an estimated 52 million barrels
of gross proven plus probable reserves. Once fully developed,
gross production volumes are expected to reach a peak of 14,000
barrels per day.
In January 2004, Pan-China successfully drilled and completed
its first development oil well ("Nan 105 Well") at the Kongnan
Block. The initial test of the Nan 105 Well produced 330 barrels
of 35 degree API oil per day, with no water. Current production
from the Kongnan Block is approximately 750 barrels of oil per
day.
Pan-China and Richfirst, as the Contractor, will be responsible
for the costs relating to the development of the Kongnan Block.
CNPC will earn 18% of the net revenue and Pan-China and Richfirst
will earn 82% of the net revenue (divided as to 60% to Pan-China
and as to 40% to Richfirst) from oil production at the Kongnan
Block until the development costs of the Kongnan Block have been
recovered. After all such development costs have been recovered,
CNPC will earn 51% of the net revenue and Pan-China and Richfirst
will earn 49% of the net revenue (divided as to 60% to Pan-China
and as to 40% to Richfirst) from oil production at the Kongnan
Block.
Over the 30-year life of the Petroleum Contract, the total
budgeted capital expenditure is US$176,000,000 (about
HK$1,372,800,000). Of this, US$120,000,000 (about
HK$936,000,000) of the total budgeted expenditure is expected
to be funded by long-term third party debt financing which will
be non-recourse to the Group and the balance of US$56,000,000
(about HK$436,800,000) from revenue generated from the sale of
petroleum produced from the Kongnan Block.
COMPANY TO REIMBURSE CITIC GROUP UNDER GUARANTEE
The obligations of Richfirst in respect of its proportionate
share of the Contractor`s contribution for amounts due under
the annual work programs and budgets


agreed between the Contractor and CNPC under the Petroleum
Contract are guaranteed by CITIC Group. Pursuant to the terms
of the Agreement, the Company and CITIC Group will use their
reasonable endeavours to procure the release of CITIC Group from
its guarantee (the "CITIC Group Guarantee") to CNPC in respect
of the obligations of Richfirst in substitution for a guarantee
by the Company on the same terms as the CITIC Group Guarantee.
As from completion of the Acquisition and until such time as
CITIC Group is released from the CITIC Group Guarantee (the
"Relevant Period"), and whilst Richfirst remains a subsidiary
of the Company, the Company has agreed to reimburse CITIC Group
in respect of any amount of Richfirst`s proportionate share of
the Contractor`s contribution due under the annual work programs
and budgets paid by CITIC Group to CNPC under the CITIC Group
Guarantee during the Relevant Period.
OPTION TO CONVERT THE PARTICIPATING INTEREST INTO SUNWING SHARES
OR IVANHOE SHARES
Under the terms of the Farmout Agreement, Richfirst has an option
to convert the Participating Interest into either Sunwing Shares
or Ivanhoe Shares.
Subject to all applicable stock exchange approvals, Richfirst
may elect:
(A) if Sunwing effects an initial public offering, at any time
prior to the first anniversary of the completion of such initial
public offering, to convert the Participating Interest into
Sunwing Shares. The number of Sunwing Shares that may be issued
to Richfirst will be determined by dividing the amount of the
consideration paid by Richfirst in respect of the Participating
Interest (that is, US$20,000,000) less any net cash flow received
by Richfirst in respect of the Participating Interest prior to
conversion (the "Conversion Amount") by a price per Sunwing Share
(the "Sunwing Conversion Price") which shall be determined as
follows:
(1) if Richfirst elects to convert at least 10 days prior to the
completion of the initial public offering of Sunwing, the Sunwing
Conversion Price will be a price equal to the issue price of
the Sunwing Shares in the initial public offering less 10%, or
(2) if Richfirst elects to convert after the completion of the
initial public offering of Sunwing and within 1 year prior to
the first anniversary of the completion of the initial public
offering of Sunwing, the Sunwing Conversion Price will be a price
equal to the volume weighted average trading price of the Sunwing
Shares on the principal stock exchange on which such shares are
traded for the 30 trading days immediately preceding the election
by Richfirst to convert the Participating Interest into Sunwing
Shares less a discount of 8%; or
(B) convert the Participating Interest into Ivanhoe Shares at
any time during the period of 18 months following the completion
of the acquisition of the Participating Interest by Richfirst.
The number of Ivanhoe Shares that may be issued to Richfirst
will be determined by dividing the Conversion Amount by a price
per Ivanhoe Share equal to the volume weighted average trading
price of the Ivanhoe Shares on the Toronto Stock Exchange for
the 30 trading days preceding the election of Richfirst to
convert the Participating Interest into Ivanhoe Shares less a
discount of 8%.
If Richfirst elects to convert the Participating Interest into
either Sunwing Shares or Ivanhoe Shares, the Participating
Interest will be automatically re-assigned to Pan-China.


INFORMATION ON PAN-CHINA, SUNWING AND IVANHOE
Pan-China is a wholly-owned subsidiary of Sunwing, which in turn
is a wholly-owned subsidiary of Ivanhoe.
Ivanhoe is quoted and listed on Nasdaq and the Toronto Stock
Exchange respectively.
Each of Pan-China, Sunwing and Ivanhoe and its subsidiaries is
independent of the directors, chief executive and substantial
shareholders of the Company and its subsidiaries and is not a
connected person of the Company.
INFORMATION ON CNPC
CNPC is a PRC state-owned enterprise. It is an integrated energy
company with operations covering a broad spectrum of upstream
and downstream activities, field operations and technical
services and equipment manufacturing and supply. CNPC serves
as the PRC`s largest producer and supplier of crude oil and
natural gas and is also a major producer and supplier of refined
oil products and petrochemicals.
REASONS FOR THE ACQUISITION
The Company has been implementing a diversification of its
business interests into other categories of natural resources
to reduce its reliance on the manufacture and sale of plywood
and to position the Company and its subsidiaries as an integrated
provider of key commodities and strategic natural resources to
the PRC market.
In March 2004, the Company completed the acquisition of CITIC
Resources Australia Pty Limited and CITIC Portland Surety Pty
Limited thereby gaining interests in, amongst others, the
aluminium and coal industries and related commodities trading.
The Acquisition, if completed, will be another step in the
diversification of the Company`s business interests and a key
development in the Company`s business strategy. The Acquisition
will benefit the Company as it will allow the Company to
participate in the production of petroleum at the Kongnan Block
and provide the Company with an exposure to the production and
sale of oil, another important natural resource for the PRC
market.
The Directors believe that the Acquisition is in the interests
of the Shareholders as a whole and that the terms are fair and
reasonable.
VERY SUBSTANTIAL ACQUISITION
For the purpose of classifying the category of notifiable
transaction into which the Acquisition falls, the Acquisition
is required to be aggregated with the Company`s recent
acquisition of CITIC Resources Australia Pty Limited and CITIC
Portland Surety Pty Limited which was completed within the period
of 12 months preceding the Agreement. Details of such recent
acquisition were announced by the Company in its announcement
dated 30 January 2004. As a consequence, the Acquisition will
be treated as a very substantial acquisition for the Company
pursuant to Rule 14.06(5) of the Listing Rules.
CONNECTED TRANSACTION
CITIC Group is a connected person of the Company as it is the
parent of and, therefore, an associate of Keentech and CITIC
Australia. Keentech is a controlling shareholder of the Company
and CITIC Australia is a substantial shareholder of the Company.
Accordingly, the


Acquisition will also constitute a connected transaction for
the Company pursuant to the Listing Rules.
CITIC Group, through Keentech, acquired an indirect controlling
interest of 41.26% of the issued share capital of the Company
on 25 June 2002 and, through Keentech and CITIC Australia,
currently has an indirect interest of 60.47% of the issued share
capital of the Company.
ON-GOING CONNECTED TRANSACTIONS
Assuming completion of the Acquisition, a number of transactions
may be entered into or come into existence between CITIC Group
and the Company and CITIC Group and Richfirst which will
constitute on-going connected transactions for the Company.
These will include the CITIC Group Guarantee arrangement if CITIC
Group is not released from the CITIC Group Guarantee at
completion of the Acquisition (in respect of which it is proposed
that CITIC Group will charge Richfirst a fee for providing the
CITIC Group Guarantee for the period commencing from completion
of the Acquisition and until CITIC Group is released from the
CITIC Group Guarantee by CNPC) and the provision of management
and advisory services by CITIC Group to Richfirst in order to
assist Richfirst in the operation and management of the
Participating Interest. Details of these on-going connected
transactions will be disclosed in the circular to be despatched
to Shareholders described below.
INDEPENDENT SHAREHOLDERS` APPROVAL
As the Acquisition will be treated as a very substantial
acquisition and connected transaction for the Company,
completion of the Acquisition will be subject to the approval
of the Independent Shareholders at the Special General Meeting.
Keentech, CITIC Australia and their respective associates will
abstain from voting on the resolution approving the Acquisition
and, if required, any on-going connected transactions.
INDEPENDENT BOARD COMMITTEE
The Independent Board Committee comprising such of the
independent non-executive directors of the Company as are not
interested or involved in the Acquisition will be established
to advise the Independent Shareholders in respect of the
Acquisition and, if required, any on-going connected
transactions.
INDEPENDENT FINANCIAL ADVISER
An independent financial adviser will be appointed by the Company
to advise the Independent Board Committee in respect of the
Acquisition and, if required, any on-going connected
transactions.
SPECIAL GENERAL MEETING
The Special General Meeting will be convened at which the
Independent Shareholders will be asked to consider, and if
thought fit, approve, amongst other things, the Acquisition.
The voting in respect of the approval of the resolution regarding
the Acquisition and, if required, any on-going connected
transactions will be conducted by way of a poll.
CIRCULAR
A circular will be despatched to Shareholders as soon as
practicable containing, amongst other things, (1) details of
the Agreement and the Acquisition, (2) a letter from the
Independent Board Committee with its


recommendation to the Independent Shareholders, (3) a letter
from an independent financial adviser with its advice to the
Independent Board Committee, and (4) a notice convening the
Special General Meeting.
DIRECTORS
As at the date hereof, the executive directors of the Company
are Mr. Kwok Viem, Peter; Mr. Ma Ting Hung; Ms. Li So Mui; Mr.
Mi Zengxin; Mr. Qiu Yiyong; Mr. Sun Xinguo; Mr. Zeng Chen and
Mr. Zhang Jijing and the independent non-executive directors
are Mr. Fan Ren Da, Anthony and Mr. Tsang Link Carl, Brian.
DEFINITIONS
"Acquisition" the acquisition of the Sale Shares and the
Shareholders Loan subject to and in accordance with the Agreement
"Agreement" an agreement dated 29 June 2004 made between
Starbest, CITIC Group and the Company relating to the sale and
purchase of the Sale Shares and the Shareholder`s Loan
"API" the American Petroleum Institute`s scale for specific
gravity for liquid hydrocarbons, measured in degrees. The lower
the API gravity, the heavier the liquid and, generally, the lower
its commercial value
"CITIC Australia" CITIC Australia Pty Limited, a company
incorporated in the State of Victoria, Australia with limited
liability and a wholly-owned subsidiary of CITIC Group
"CNPC" China National Petroleum Corporation
"Company" CITIC Resources Holdings Limited, a company
incorporated in Bermuda with limited liability, the shares of
which are listed on the Stock Exchange
"Contractor" the contractor under the Petroleum Contract
"Directors" the directors of the Company, including its
independent non-executive directors
"Farmout Agreement" an agreement dated 18 January 2004 (as
amended) between Richfirst, Pan-China, Sunwing and Ivanhoe
relating to, amongst other things, the assignment of the
Participating Interest from Pan-China to Richfirst
"Group" the Company and its subsidiaries
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Independent Board Committee" a committee of the board
comprising the independent non-executive directors of the
Company who are not interested or involved in the Acquisition
"Independent Shareholders" Shareholders who do not have a
material interest in the Acquisition or who are not otherwise
required by the Stock Exchange to abstain from voting
"Ivanhoe" Ivanhoe Energy Inc., a company incorporated in the
State of Yukon, Canada
"Ivanhoe Shares" common shares in the share capital of Ivanhoe
which are quoted and listed on Nasdaq and the Toronto Stock
Exchange respectively
"Keentech" Keentech Group Limited, a company incorporated in
the British Virgin Islands with limited liability and an indirect
wholly-owned subsidiary of


CITIC Group
"Kongnan Block" an area comprising of six blocks covering 22,400
gross acres within the Dagang Oilfield, PRC and which is located
about 125 miles south-east of Beijing
"Listing Rules" the Rules Governing the Listing of Securities
on the Stock Exchange
"Pan-China" Pan-China Resources Limited, a company
incorporated in the British Virgin Islands with limited
liability
"Participating Interest" an interest representing 40% of the
Contractor`s rights and obligations in the Petroleum Contract
"Petroleum Contract" a 30-year petroleum development and
production sharing contract entered into between Pan-China and
CNPC on 8 September 1997 (as amended) for the development and
production of petroleum in the Kongnan Block
"PRC" the People`s Republic of China
"Richfirst" Richfirst Holdings Limited, a company incorporated
in the British Virgin Islands with limited liability and a
wholly-owned subsidiary of CITIC Group
"Sale Shares" ordinary shares representing the entire issued
share capital of Richfirst
"Shareholder`s Loan" a shareholder`s loan of US$20,000,000
advanced by CITIC Group to Richfirst
"Shareholders" holders of Shares
"Shares" ordinary shares of HK$0.05 each in the share capital
of the Company
"Special General Meeting" the special general meeting of the
Company to be convened to approve, amongst other things, the
Acquisition
"Starbest" Starbest Venture Limited, a company incorporated
in the British Virgin Islands with limited liability and a
wholly-owned subsidiary of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Sunwing" Sunwing Energy Limited, a company incorporated in the
British Virgin Islands with limited liability
"Sunwing Shares" common shares in the share capital of Sunwing
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"US$" United States dollars, the lawful currency of the United
States of America
Unless otherwise stated, amounts in US$ have been translated
into HK$ at an exchange rate of US$1 to HK$7.8 for illustration
purposes only.
Source: Stock Exchange of Hong Kong
 
aus der Diskussion: Ivanhoe Energy
Autor (Datum des Eintrages): jog_  (30.06.04 16:30:25)
Beitrag: 91 von 117 (ID:13571367)
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