dated april 17, 2014 support agreement titan … · 2016-05-12 · hong kong 403325v8 this support...
TRANSCRIPT
Dated April 17, 2014
Support Agreement
between
TITAN PETROCHEMICALS GROUP LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) as the Company
TITAN SHIPYARD HOLDINGS LIMITED as the Issuer
and
KAWASAKI KISEN KAISHA LTD as the Creditor
9/F, Central Tower 28 Queen’s Road Central
Hong Kong
Table of Contents Page
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1. DEFINITIONS AND INTERPRETATION ............................................................................... 2
2. K-LINE RESTRUCTURING ..................................................................................................... 5
3. OBLIGATIONS OF THE COMPANY ...................................................................................... 5
4. OBLIGATIONS OF THE CREDITOR ...................................................................................... 6
5. REPRESENTATIONS AND RESTRICTIONS ON TRANSFERS .......................................... 7
6. OTHER REPRESENTATIONS ................................................................................................. 8
7. TERMINATION ......................................................................................................................... 8
8. CONFIDENTIALITY, PUBLICITY AND DISCLOSURE....................................................... 8
9. COSTS AND EXPENSES ........................................................................................................ 10
10. NOTICES .................................................................................................................................. 10
11. GOVERNING LAW AND JURISDICTION ........................................................................... 11
12. MISCELLANEOUS ................................................................................................................. 11
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This Support Agreement is made on April 17, 2014
Between:
(1) TITAN PETROCHEMICALS GROUP LIMITED (provisional liquidators appointed), a company incorporated in Bermuda with its registered address at Clarendon House, 2 Church Street, Hamilton Hill, Bermuda and whose issued shares are listed on the Stock Exchange under stock code 1192 (the “Company”);
(2) TITAN SHIPYARD HOLDINGS LIMITED, a company incorporated in the British Virgin Islands with its registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Issuer”); and
(3) KAWASAKI KISEN KAISHA LTD, a company incorporated in Japan with its registered address at Shinko Building, 8 Kaigandori Chuo-ku, Kobe-shi, Hyogo 650-0024, Japan (the “Creditor”),
collectively referred to as the “Parties” (or, individually, a “Party”).
Whereas:
(A) The Issuer, a wholly owned Subsidiary of the Company, issued US$25,000,000 1% Guaranteed Exchangeable Notes due 2013 (“K-Line Notes”) in accordance with the terms of a subscription agreement dated 5 August 2008 between the Creditor as subscriber and the Issuer and the Company agreed to guarantee the obligations of the Issuer in respect of the K-Line Notes pursuant to the deed poll executed by the Issuer as issuer and the Company as guarantor on 6 August 2008 (the “Deed Poll”).
(B) The Company and certain of its creditors have agreed in principle to a restructuring of its financial indebtedness (the “TPGL Restructuring”) pursuant to which, inter alia:
(a) certain indebtedness and obligations owed by the Company, including, without limitation, the indebtedness arising out of the Existing Notes and the Unsecured Claims (as such terms are defined in the Announcement) will be exchanged under the Schemes on the terms set out in the Announcement and the Scheme Document;
(b) subject to the various conditions precedent and effectiveness of the Schemes, Fame Dragon International Investment Limited (“Fame Dragon”) will underwrite the issue of convertible bonds to be offered by the Company to its shareholders and CGL Resources Limited, New Berkeley Corporation and Wahen Investments Limited will subscribe to convertible bonds to be issued by the Company pursuant to the terms of the Underwriting Agreement and the CB Subscription Agreement (as such terms are defined in the Announcement) and on the economic terms set out in the Announcement;
(c) the proceeds of the Open Offer and the Convertible Bonds (as such terms are defined in the Announcement) will be used to pay the cash consideration payable by the Company under the Schemes; and
(d) the shares of the Company will resume trading on the Main Board of the Stock Exchange.
(C) The Parties have agreed in principle, as part of the overall restructuring of the financial indebtedness of the Group, to a restructuring of the K-Line Notes pursuant to which, inter alia, the claims of the Creditor under the K-Line Notes shall be compromised, terminated and/or discharged by entering into a settlement agreement and/or by way of participation in any Scheme, in each case on economic terms no less favourable than those to be offered to the holders of Unsecured Claims as set out in the Announcement (being cash payment to the
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holders of Unsecured Claims of HK$0.10 for every HK$1.00 of every Unsecured Claim admitted to the Schemes) (the “K-Line Restructuring” which shall, together with the TPGL Restructuring, constitute the “Group Restructuring”).
(D) This Agreement sets out the terms and conditions on which the Parties agree to consummate the K-Line Restructuring.
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
“Affiliate” means, with respect to any entity (including a partnership), any other entity (including a partnership) controlling, controlled by or under common control with such entity (including a partnership) where control means the right to exercise, directly or indirectly, more than 50% of the voting rights of an entity (including a partnership) or the right to appoint the majority of the board of such entity (including a partnership).
“Agreed Claim Amount” means US$25,000,000 plus accrued interest until the Settlement Date or the record date specified in the Scheme Document, as applicable.
“Announcement” means the announcement published by the Company on 25 November 2013 entitled “Further Information on (1) Revised Debt Restructuring Proposal; (2) The Proposed Open Offer of Convertible Bonds; (3) CB Subscriptions; and (4) Possible Application for Whitewash Waiver as set out in Schedule 1 (Announcement) hereto.
“Bermuda Act” means the Bermuda Companies Act 1981.
“Consideration” has the meaning given to such term in Clause 2.1.
“Creditor Debt” means either of the Guaranteed Creditor Debt or the Issuer Creditor Debt, or both, as the case may be.
“Enforcement Action” means, in relation to the K-Line Notes:
(a) the acceleration of any sum payable under the K-Line Notes or the making of any declaration that any sum payable under the K-Line Notes is due and payable or payable on demand;
(b) the making of any demand against any Group member under any guarantee or surety provided by that Group member;
(c) the suing for, commencing or joining of any legal or arbitration proceedings against any Group member to recover any sums payable under the K-Line Notes;
(d) the petitioning, applying or voting for, or taking any other positive action in support of, any Insolvency Proceedings in relation to the Company or any Group member.
“Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).
“Group” means the Company and its Subsidiaries from time to time.
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“Guaranteed Creditor Debt” means the principal amount of the K-Line Notes held by the Creditor on the date of this Agreement (such amount being US$25,000,000) guaranteed by the Company pursuant to the terms of the Deed Poll.
“Insolvency Proceeding” means any corporate action, legal proceedings or other procedure or step taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, bankruptcy, liquidation, dissolution, administration, receivership, administrative receivership of any Group member;
(b) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, or other similar officer in respect of any Group member or any of its assets;
(c) enforcement of any Security Interest over any assets of any Group member; or
(d) any procedure or step in any jurisdiction analogous to those set out in paragraphs (a) to (c) above.
“Issuer Creditor Debt” means the principal amount of the K-Line Notes held by the Creditor on the date of this Agreement (such amount being US$25,000,000) owed by the Issuer.
“Joint Provisional Liquidators” means Alison Tomb and Garth Calow of PricewaterhouseCoopers, appointed as joint provisional liquidators of the Company pursuant to the JPL Order.
“JPL Order” means the order of the Supreme Court of Bermuda dated 18 October 2013 appointing the Joint Provisional Liquidators as amended, supplemented, extended or updated from time to time.
“Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or other requirement.
“Liability” means any debt, liability or obligation whatsoever whether it is present, future, prospective or contingent, whether or not its amount is fixed or undetermined, whether or not it involves the payment of money or the performance of an act or obligation and whether it arises at common law, in equity or by statute, in Bermuda, Hong Kong, or in any other jurisdiction, or in any other manner whatsoever.
“Long Stop Date” means 31 December 2014.
“Obligors” means the Company and the Issuer and “Obligor” means either one of them.
“Restructuring Documents” means all documents, agreements and instruments necessary and/or desirable to implement and consummate the Group Restructuring consistent with the terms of the Announcement, including (without limitation) the Scheme Document.
“Restructuring Effective Date” means the date on which all the documentation in connection with the Group Restructuring has been signed and has become effective, regardless of whether all necessary court actions have occurred.
“Scheme Document” means the composite scheme of arrangement document setting out the terms of the Schemes (including the explanatory statement in respect of the Schemes).
“Schemes” means the creditors’ scheme of arrangement for the Company under section 99 of the Bermuda Act, to be proposed by the Company in an agreed form and to be presented to the Supreme Court of Bermuda and any other creditors’ scheme of arrangement in any jurisdiction as the Company in its discretion may determine to give effect to the TPGL
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Restructuring and any modification, addition or condition which the relevant court may think fit to approve or impose.
“Security Interest” means any mortgage, pledge, lien, charge, assignment, hypothecation or other security interest, set off or any other agreement or arrangement having the effect of conferring security (including any title transfer and retention arrangement) having similar effect.
“Settlement Agreement” has the meaning given to such term in Clause 2.2(a).
“Settlement Date” means the date on which the Consideration is paid pursuant to the provisions of the Settlement Agreement.
“Stock Exchange” means The Stock Exchange of Hong Kong Limited.
“Subsidiary” has the meaning given to such term in section 86 of the Bermuda Act.
“Support Period” means, the period between the date of this Agreement and the Termination Date.
“Termination Date” means the date upon which this Agreement terminates, being the earlier of:
(a) the Long Stop Date;
(b) the date on which a final non appealable order of a Governmental Body of competent jurisdiction first comes into effect restraining, enjoining or otherwise prohibiting the implementation and consummation of the Group Restructuring; and
(c) the Restructuring Effective Date.
1.2 The headings in this Agreement and the Schedules are for convenience only and shall not affect its or their construction or interpretation.
1.3 Unless the context otherwise requires:
(a) words denoting the singular number shall include the plural and vice versa;
(b) the masculine gender shall include the feminine gender and vice versa;
(c) references to persons includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
(d) a “Clause”, “paragraph” or “Schedule” shall, subject to any contrary indication, be construed as a reference to a clause, paragraph or schedule as the case may be, in or to this Agreement;
(e) a reference to “holder” means either a holder of the K-Line Notes in its capacity as either the legal and/or beneficial owner of, or an investment manager for or advisor to certain discretionary accounts of funds that are the legal and/or beneficial owner of, the K-Line Notes, and the terms “hold”, “held” or “held by” when used in connection with the Creditor shall be construed accordingly;
(f) a reference to any enactment or treaty shall include a reference to such enactment as re-enacted, amended or extended; and
(g) a reference to an agreement is a reference to such agreement as amended, varied, supplemented, restated or novated from time to time.
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1.4 References to the Parties include their respective permitted assignees and/or the respective successors in title to substantially the whole of their respective undertakings.
2. K-LINE RESTRUCTURING
2.1 The Parties hereby agree that the claims of the Creditor under the K-Line Notes shall be compromised, terminated and/or discharged upon the receipt by the Creditor of consideration being no less than HK$0.10 for every HK$1.00 of the Agreed Claim Amount in cash (the “Consideration”).
2.2 The Parties agree that the K-Line Restructuring shall be effected either by:
(a) the entry into of a settlement agreement between the Parties hereto (the “Settlement Agreement”) and the payment of the Consideration pursuant to the terms thereof; or
(b) the taking effect of any Scheme which implements the K-Line Restructuring insofar as it relates to the Guaranteed Creditor Debt, the payment of Consideration in accordance with the terms of such Scheme and the entry into of any settlement agreement that may be required in respect of the Issuer Creditor Debt.
3. OBLIGATIONS OF THE COMPANY
3.1 During the Support Period, the Company hereby undertakes and agrees that it shall:
(a) enter into negotiations in good faith in order to agree the terms of any Restructuring Documents and such other documentation that are required for the purposes of the Group Restructuring, in form and substance consistent with the Announcement;
(b) use its reasonable endeavours to ensure the satisfaction of any condition precedent to: (i) the Group Restructuring; (ii) any Restructuring Document, or (iii) any other document required for the implementation of the Group Restructuring;
(c) upon request by or on behalf of the Creditor, keep the Creditor informed with such information as it may reasonably require as to the progress of all material aspects of the Group Restructuring;
(d) make all such filings and seek all such consents, approvals, permits and authorisations from any Governmental Bodies or third parties whose consent is required in connection with the Group Restructuring and use its reasonable endeavours to obtain any and all required regulatory and/or third party approvals for or in connection with the Group Restructuring;
(e) convene all meetings of the shareholders of the Company which are required to consider and pass any resolutions in relation to the Group Restructuring;
(f) make all securities and other filings and announcements and publish all documents and make all submissions legally required in connection with the matters contemplated by this Agreement as and when necessary to comply with all applicable laws; and
(g) at all times, co-operate fully with the Joint Provisional Liquidators and comply with any and all requirements that may be imposed on it for the operation of its business under the JPL Order (as such may be amended, supplemented or extended from time to time);
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(h) not take any steps, and to use reasonable endeavours to procure that none of its Affiliates or advisers take any steps to:
(i) delay, impede or otherwise prevent the implementation of the Group Restructuring;
(ii) instruct any third party, delegate, nominee or agent to take or refrain from taking any action that is inconsistent with the terms of this Agreement or the Announcement; and
(iii) act, whether alone or in concert with any other person, to advise, assist, support or encourage any person to act in a manner which could reasonably be expected to frustrate the Group Restructuring including entering into or continuing, facilitating or encouraging, any discussions, negotiations, agreements or arrangements with any person relating to a financial restructuring of the Company (other than the Group Restructuring) or related transaction.
3.2 Notwithstanding Clause 3.1, nothing in this Agreement shall:
(a) require the Company to take action which is prohibited or otherwise restricted by applicable Law or by any order or direction of any Governmental Body; or
(b) prevent the Company from taking action which is required by applicable Law or by any order or direction of any Governmental Body.
4. OBLIGATIONS OF THE CREDITOR
4.1 Subject to the terms of this Agreement, the Creditor agrees with each other Party that, during the Support Period, it will not:
(a) take any Enforcement Action;
(b) direct or encourage any other person to take any Enforcement Action; or
(c) vote, or allow any proxy to vote, in favour of any Enforcement Action.
4.2 During the Support Period, if the Creditor is required to participate in any Scheme pursuant to Clause 2.2(b), it hereby undertakes and agrees that it shall:
(a) use reasonable endeavours to progress and implement the K-Line Restructuring as soon as possible in accordance with, and in a manner consistent with, the terms set out in this Agreement (including, without limitation, as set out in the Announcement);
(b) execute and/or deliver, within any applicable time period, all documents, agreements, instructions, proxies, directions and consents, and file all notices, and take such other action, that is consistent with, or reasonably required to implement, the K-Line Restructuring (including without limitation taking all steps necessary to vote in favour of any Scheme or enter into the Settlement Agreement);
(c) other than pursuant to the K-Line Restructuring or steps required to implement the K-Line Restructuring, refrain from supporting, negotiating or preparing, and cast all votes that are controlled by it in respect of any of its Creditor Debt against:
(i) any proposed restructuring, reorganisation, arrangement, composition or other restricting procedure in respect of either Obligor; and
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(ii) any attempt by any person to acquire all or substantially all the assets of either Obligor;
(d) upon request by the Company or its advisers and in any case after the entry into this Agreement, provide evidence of the principal amount of its Creditor Debt as the beneficial owner;
(e) enter into negotiations in good faith in order to seek to agree the terms of the Restructuring Documents, in form and substance consistent with the Announcement;
(f) vote, or procure that its vote is cast, in respect of its Guaranteed Creditor Debt in favour of any Scheme within any applicable time periods; and
(g) not take any steps, and use reasonable endeavours to procure that none of its advisers take any steps, to:
(i) delay, impede or otherwise prevent the implementation of the Group Restructuring;
(ii) instruct any third party, delegate, nominee or agent to take or refrain from taking any action that is inconsistent with the terms of this Agreement or the Announcement; and
(iii) act, whether alone or in concert with any other person, to advise, assist, support or encourage any person to act in a manner which could reasonably be expected to frustrate the Group Restructuring including entering into or continuing, facilitating or encouraging, any discussions, negotiations, agreements or arrangements with any person relating to a financial restructuring of either Obligor (other than the Group Restructuring) or related transaction.
4.3 Notwithstanding Clause 4.1, nothing in this Agreement shall:
(a) require the Creditor to take action which is prohibited or otherwise restricted by applicable Law or by any order or direction of any Governmental Body; or
(b) prevent the Creditor from taking action which is required by applicable Law or by any order or direction of any Governmental Body.
5. REPRESENTATIONS AND RESTRICTIONS ON TRANSFERS
5.1 The Creditor represents and warrants to each Obligor that as of the date of this Agreement:
(a) it holds its stated amount of and is the beneficial holder of the Creditor Debt in its entirety;
(b) it has the ability to vote or cause to be voted the Creditor Debt at a meeting of the creditors of the relevant Obligor; and
(c) it has not sold, assigned or transferred, or entered into any commitment to sell, assign or transfer, in whole or in part, or declared any trust over any portion of its right, title or interests in any Creditor Debt, or provided any party with an option with respect thereto, in a manner which has or could divest it of the ability to vote or cause to be voted the Creditor Debt at a meeting of the creditors of the relevant Obligor.
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5.2 The Creditor shall not sell, assign, novate or otherwise transfer or dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any Creditor Debt without the prior written consent of each other Party.
6. OTHER REPRESENTATIONS
6.1 Each Party hereto (other than the Company in respect of Clause 6.1(c) below only) represents and warrants to the other Parties as of the date of this Agreement that:
(a) it is duly organised and validly existing under the laws of the jurisdiction of its organisation;
(b) the execution, delivery and performance hereof (i) has been or shall be (as applicable) duly authorised by all necessary corporate or other actions and (ii) are not in contravention of its organisational documents;
(c) it has full legal capacity and all requisite power and authority to execute and deliver this Agreement; and
(d) this Agreement has been duly executed and delivered by such Party and constitutes, and each of the other instruments, agreements and written obligations contemplated hereby, upon execution and delivery by such Party will each constitute a valid and legally binding obligation of such Party enforceable against it in accordance with its terms and conditions, as applicable.
7. TERMINATION
7.1 This Agreement shall terminate and cease to have effect immediately upon the Termination Date.
7.2 Termination of this Agreement will not affect each Party’s accrued rights and obligations as at the date of termination. Each Party’s future rights and obligations shall cease immediately on termination.
7.3 In the event of termination of this Agreement pursuant to Clause 7.1, without prejudice to the rights of any Party against any other Party with respect to prior breaches of this Agreement, this Agreement shall cease to have any further force or effect, save as provided in Clause 12.4 (Survival).
8. CONFIDENTIALITY, PUBLICITY AND DISCLOSURE
8.1 Each Party hereby undertakes to keep confidential all information received by it regarding the Parties, the Group Restructuring, the Group, this Agreement and the transactions contemplated hereunder (the “Confidential Information”) and shall take all reasonable measures to ensure that the Confidential Information is maintained in the same manner as its own confidential information.
8.2 Confidential Information may be provided to the Parties and their respective directors, officers, employees, agents, representatives and professional advisers (“Representatives”) on a need-to-know basis, provided that such Representatives have been informed of the terms of this Clause 8, and provided further that each Party hereby agrees to be responsible for any breach of the terms of this Clause 8 by any of its Representatives.
8.3 The restrictions set out above do not apply to:
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(a) information that is in the public domain, or becomes public other than as a result of a breach of this Agreement by the relevant Party;
(b) information or general knowledge that a Party was available to any of the Parties at the time of signing this Agreement;
(c) the disclosure of Confidential Information by the Company’s Representatives to Guangdong Zhenrong Energy Co., Ltd. (“GZE”) or any subsidiary or Affiliate of GZE;
(d) the disclosure of Confidential Information by the Company’s Representatives to the Supreme Court of Bermuda;
(e) the disclosure of Confidential Information by the Company’s Representatives to other creditors of the Company or to the Supreme Court of Bermuda for the purposes of progressing or supporting the Group Restructuring;
(f) such disclosure as is requested or required by law or legal regulation (including stock exchange regulations) or by or pursuant to any order of any administrative or judicial authority, or which is required for the purposes of legal proceedings, provided, that prior to any such disclosure the disclosing Party shall, to the extent permitted by law, provide notice to the other Parties of such disclosure, and shall consult with the other Parties as to the substance of such disclosure;
(g) information that is lawfully in the possession of a Party or its Representatives prior to its disclosure hereunder; or
(h) such information as has been obtained separately by a Party or its Representatives from a third party that is not bound by any confidentiality obligation regarding such information.
8.4 The obligation of confidentiality in this Clause 8 shall cease to be effective on 31 December 2014.
8.5 The Parties unconditionally and irrevocably acknowledge and agree that the Confidential Information does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any notes or other securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision of any Party, and any purchase of any notes or other securities of the Group by a Party or its Representatives will be made solely on the basis of information contained in an offering memorandum or prospectus in connection therewith and any supplement thereto.
8.6 The Parties acknowledge that some or all of the Confidential Information may be privileged and that the disclosure of such Confidential Information by the Group is or will be made on a without prejudice basis. For the avoidance of doubt, the Company and/or any member of the Group do not waive any privilege it or they may exert over the Confidential Information and the Confidential Information cannot be used or be admissible in any legal proceedings, including but not limited to any legal proceedings between any Party or its Representatives and/or the Company and/or any other member of the Group.
8.7 The Parties acknowledge that some or all of the Confidential Information may constitute material non-public information of the Company or the Group and that the use of such information may be regulated or prohibited by the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong) or other applicable securities legislation. Accordingly, no Party will (and each Party will advise each Representative to whom its discloses Confidential Information in writing to not) deal in any public securities of any member of the Group (or cause any such securities to be dealt in) when in possession of any material non-public
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information, or otherwise disclose or use the Confidential Information, in violation of any securities laws of any jurisdiction relating to the use of material non-public information or for any unlawful purpose.
8.8 Save as may be required by applicable law or rules of any stock exchange, no announcement of any kind shall be made in respect of the subject matter of this Agreement, except as specifically agreed by the Company, in which case the Party seeking or required to make the announcement shall, so far as is reasonably practicable and legally permissible, seek to agree the wording of such announcement with the Company prior to its release.
9. COSTS AND EXPENSES
9.1 All costs and expenses (including fees and disbursements of counsel, financial advisors and accountants) incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the Party incurring such costs and expenses, whether or not the K-Line Restructuring or the Group Restructuring shall have occurred.
10. NOTICES
Any notice or other communication given under this Agreement shall be in writing, in English and signed by or on behalf of the party giving it and shall be served by delivering it personally or sending it by pre-paid recorded delivery, registered post or fax to the address and for the attention of the relevant party set out below (or as otherwise notified by that party hereunder) and shall be deemed to have been duly given upon receipt:
(a) If to the Company:
To: Titan Petrochemicals Group Limited (provisional liquidators appointed) 4902, 49/F, Sun Hung Kai Centre 30 Harbour Road Wan Chai Hong Kong Attn: Zhao Xu Guang Tel: +852 21161388 Fax: +852 31071899 Email: [email protected]
with a copy (which shall not constitute notice) to each of:
White & Case 9/F, Central Tower 28 Queen’s Road Central Hong Kong Attn: Baldwin Cheng Tel: +852 2822 0405 Fax: +852 2845 9070 Email: [email protected]
(b) If to the Issuer:
To: Titan Shipyard Holdings Limited 4902, 49/F, Sun Hung Kai Centre 30 Harbour Road
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Wan Chai Hong Kong Attn: Zhao Xu Guang Tel: +852 21161388 Fax: +852 31071899 Email: [email protected]
with a copy (which shall not constitute notice) to each of:
White & Case 9/F, Central Tower 28 Queen’s Road Central Hong Kong Attn: Baldwin Cheng Tel: +852 2822 0405 Fax: +852 2845 9070 Email: [email protected]
(c) If to the Creditor:
To: Kawasaki Kisen Kaisha Ltd IINO BUILDING, 1-1, UCHISAIWAICHO 2-CHOME, CHIYODA-KU, TOKYO Japan Attn: Mikio Aso Tel: +81 3 3595 5583 Fax: +81 3 3595 5175 Email: [email protected]
11. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the parties hereby irrevocably and unconditionally agrees for itself that:
(a) the courts of England and Wales shall have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement of the consequences of its nullity); and
(b) the courts of England and Wales are an appropriate and convenient court to settle Disputes and, accordingly, that it will not argue to the contrary.
12. MISCELLANEOUS
12.1 Reservation of Rights
Save as expressly provided, nothing contained herein effects a modification of any of the Creditor’s rights with respect to the Creditor Debt, unless and until the K-Line Restructuring is implemented. If the K-Line Restructuring is not implemented, or in any case upon the occurrence of the Termination Date, the Creditor fully reserves all of its rights.
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12.2 Several not Joint Liability
The agreements, representations and obligations of the Parties under this Agreement are several (and not joint) in all respects and no Party shall be liable for any breach by any other Party for that Party’s breach under the Agreement.
12.3 Third Party Rights
(a) Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
(b) Notwithstanding any term of any document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
12.4 Survival
Notwithstanding the foregoing provisions, the Parties agree that Clauses 1 (Definitions and Interpretation), 7.3 (Termination), 8 (Confidentiality, Publicity and Disclosure), 9 (Costs and Expenses), 10 (Notices), 11 (Governing Law and Jurisdiction) and 0 (Miscellaneous) shall survive termination of this Agreement.
12.5 Further Assurance
At all times after the date of this Agreement, the Parties shall, at the expense of the requesting Party, execute such documents as may reasonably be required by any Party for the purpose of giving full effect to this Agreement.
12.6 Partial Invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
12.7 Entire Agreement
This Agreement (together with any documents referred to or contemplated herein) constitutes the entire agreement between the Parties hereto in connection with the subject matter of this Agreement and supersedes all prior agreements oral, written or otherwise in respect of the subject matter hereof including, for the avoidance of doubt, any term sheet or heads of agreement.
12.8 Amendments
This Agreement, may be amended, supplemented or changed, and any provision hereof may be waived, only by written instrument making specific reference to this Agreement signed by each Party hereto.
IN WITNESS whereof the Parties have entered into this Agreement.
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SCHEDULE 1 ANNOUNCEMENT
1
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 only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities of the Company.
Titan Petrochemicals Group Limited(Provisional Liquidators appointed#)
(Stock Code: 1192)(Incorporated in Bermuda with limited liability)
FURTHER INFORMATION ON (1) REVISED DEBT RESTRUCTURING PROPOSAL;
(2) THE PROPOSED OPEN OFFER OF CONVERTIBLE BONDS;(3) CB SUBSCRIPTIONS;
AND(4) POSSIBLE APPLICATION FOR WHITEWASH WAIVER
Reference is made to the Open Offer Announcement and the CB Announcements in relation
to, among other things, the Open Offer and the CB Subscriptions.
Since the publication of the Open Offer Announcement and the CB Announcements, the
Company has been engaged in discussions with the Group’s creditors and potential creditors
as well as the Company’s controlling shareholder, GZE, and the CB Subscribers with a view
to devising a debt restructuring proposal for the Group. On 14 August 2013, the Company
announced certain key indicative terms of a debt restructuring proposal and continued to
engage in discussions with creditors and other relevant parties. The Company now proposes
to put forward a debt restructuring proposal for further discussion with creditors and other
relevant parties.
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The purpose of this announcement is to provide Shareholders with (i) the key indicative
terms of the Revised Debt Restructuring Proposal; and (ii) more information on the
proposed Open Offer, the terms of the Underwriting Agreement and the CB Subscription
Agreements in compliance with the Company’s disclosure obligations under Part XIVA of
the SFO and the Listing Rules.
Please note, however, that the indicative terms of the Revised Debt Restructuring Proposal
disclosed in this announcement may change as a result of discussions and negotiations with
the creditors and potential creditors of the Group which are still ongoing. The final debt
restructuring proposal for the Group and the relevant creditors’ scheme of arrangement
will be subject to, among other things, the sanction of the Bermuda court. There is no assurance that a creditors’ scheme of arrangement will be entered into or become effective.
Please also note that the terms of the Open Offer, the Underwriting Agreement and
the CB Subscription Agreements disclosed in the Open Offer Announcement, the CB
Announcements and this announcement may be subject to change depending on the terms of
the Revised Debt Restructuring Proposal. Shareholders’ attention is also drawn to the right
of Fame Dragon and the CB Subscribers to terminate the Underwriting Agreement and the
CB Subscription Agreements, respectively. There is no assurance that the Open Offer and/or the CB Subscriptions will proceed or be consummated.
Further announcement(s) in relation to the Revised Debt Restructuring Proposal, the Open
Offer, the Underwriting Agreement and/or the CB Subscriptions will be made by the
Company as and when appropriate in compliance with Part XIVA of the SFO, the Listing
Rules and the Takeovers Code.
BACKGROUND
Reference is made to (i) the announcements of the Company dated 13 December 2010, 18
March 2012, 12 July 2012, 17 July 2012, 2 August 2012, 7 August 2012, 15 August 2012, 17
August 2012, 31 August 2012, 5 September 2012, 19 September 2012, 12 November 2012, 18
February 2013, 15 March 2013, 18 March 2013, 11 April 2013, 29 April 2013, 2 May 2013,
13 May 2013, 10 June 2013, 17 July 2013 and 14 August 2013; and (ii) the circulars issued by
the Company dated 4 January 2011 and 31 January 2013.
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In the Open Offer Announcement, the Company announced, among other things, that the
Board intended to put forward a proposal to raise funds for the Company by the Open Offer
and the Company entered into the Underwriting Agreement with Fame Dragon on 12 March
2013, pursuant to which Fame Dragon conditionally agreed to fully underwrite the proposed
Open Offer.
In the Berkeley and CGL Subscriptions Announcement, the Company announced, among other
things, that it entered into the Berkeley Subscription Agreement and the CGL Subscription
Agreement with New Berkeley and CGL Resources, respectively, on 9 April 2013, pursuant
to which New Berkeley and CGL Resources conditionally agreed to subscribe for new
convertible bonds to be issued by the Company on substantially the same terms as the Open
Offer.
In the Wahen Subscription Announcement, the Company announced, among other things, that
it entered into the Wahen Subscription Agreement with Wahen Investments on 29 April 2013,
pursuant to which Wahen Investments conditionally agreed to subscribe for new convertible
bonds to be issued by the Company on substantially the same terms as the Open Offer.
Since the publication of the Open Offer Announcement and the CB Announcements, the
Company has been engaged in discussions with the Group’s creditors and potential creditors
as well as the Company’s controlling shareholder, GZE, and the CB Subscribers with a view
to devising a debt restructuring proposal for the Group. On 14 August 2013, the Company
announced certain key indicative terms of a debt restructuring proposal and continued to
engage in discussions with creditors and other relevant parties. The Company now proposes
to put forward a debt restructuring proposal for further discussion with creditors and other
relevant parties.
The purpose of this announcement is to provide Shareholders with (i) the key indicative terms
of the Revised Debt Restructuring Proposal; and (ii) more information on the proposed Open
Offer, the terms of the Underwriting Agreement and the CB Subscription Agreements in
compliance with the Company’s disclosure obligations under Part XIVA of the SFO and the
Listing Rules.
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Please note, however, that the indicative terms of the Revised Debt Restructuring Proposal
disclosed in this announcement may change as a result of discussions and negotiations with
the creditors and potential creditors of the Group which are still ongoing. The final debt
restructuring proposal for the Group and the relevant creditors’ scheme of arrangement will be
subject to, among other things, the sanction of the Bermuda court. There is no assurance that
the creditors’ scheme of arrangement will be entered into or become effective.
Please also note that the terms of the Open Offer, the Underwriting Agreement and the CB
Subscription Agreements disclosed in the Open Offer Announcement, the CB Announcements
and this announcement may be subject to change depending on the terms of the Revised
Debt Restructuring Proposal. Shareholders’ attention is also drawn to the right of Fame
Dragon and the CB Subscribers to terminate the Underwriting Agreement and the CB
Subscription Agreements, respectively, as more particularly disclosed in the sections headed
“Underwriting Arrangement – Termination of the Underwriting Agreement” and “CB
Subscriptions – Termination of the CB Subscription Agreements” of this announcement.
There is no assurance that the Open Offer and/or the CB Subscriptions will proceed or
be consummated.
Further announcement(s) in relation to the Revised Debt Restructuring Proposal, the Open
Offer, the Underwriting Agreement and/or the CB Subscriptions will be made by the Company
as and when appropriate in compliance with Part XIVA of the SFO, the Listing Rules and the
Takeovers Code.
DEBT RESTRUCTURING PROPOSAL
The key indicative terms of the Revised Debt Restructuring Proposal are set out below:
(a) the debt restructuring proposal will be implemented by way of a creditors’ scheme of
arrangement and it is proposed that the following claims will be recognised under the
scheme:
(i) all indebtedness arising out of the Existing Notes (including principal and accrued
interest); and
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(ii) all liabilities arising out of the guaranteed notes issued by Titan Shipyard Holdings
Ltd., recognised trade payables owed by the Company and recognised claims
arising from amounts owed by subsidiaries within the Group which have been
guaranteed by the Company;
(b) pursuant to the Creditors’ Scheme, holders of Scheme Claims will agree to settle their
claims in exchange for:
(i) in the case of the holders of the Existing Notes, for every HK$1.00 of the amount
of their claims arising under the Existing Notes:
I. HK$0.10 in cash and HK$0.30 in new Shares to be issued by the Company
at the same price per share as the initial Conversion Price of the Convertible
Bonds; or
II. HK$0.20 in cash and HK$0.10 in new Shares to be issued by the Company
at the same price per share as the initial Conversion Price of the Convertible
Bonds,
and if any holder of the Existing Notes fails to make a selection before a specified
deadline to be agreed, the Company will, at its sole discretion, select one of the
above options on behalf of that holder;
(ii) in the case of the holders of the Unsecured Claims, for every HK$1.00 of the
amount of their claims, HK$0.10 in cash;
(c) the new Shares to be issued by the Company to the holders of the Existing Notes under
the Creditors’ Scheme will be subject to a lock-up period of 12 months;
(d) the completion of the Creditors’ Scheme will be conditional upon, among other things:
(i) the Stock Exchange granting conditional approval for the resumption of trading in
the Company’ Shares on the Stock Exchange;
(ii) all the conditions to the Open Offer and the CB Subscriptions having been
satisfied;
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(iii) the Creditors’ Scheme becoming effective upon, among other things, being
approved by the requisite majority of the holders of Scheme Claims and sanctioned
by the court; and
(iv) all the conditions to completion of the Shipyard Settlement having been satisfied;
(e) the Company will seek agreement with GZE on the Shipyard Settlement, whereby the
Sale and Purchase Agreement in relation to Titan Quanzhou Shipyard is proposed to be
terminated and the amount of RMB740 million, being part payment of the purchase price
under the Sale and Purchase Agreement is proposed to be applied, towards a subscription
by GZE of new Shares in the Company. Completion of this subscription will be subject
to, among other things, the sanction of the Creditors’ Scheme by the holders of Scheme
Claims and the court, the approval of the Shipyard Settlement and the whitewash waiver
by the independent Shareholders of the Company and the grant of the whitewash waiver
by the SFC (which condition cannot be waived by either party), and the approval of
the Shipyard Settlement and related matters by the PRC court and other relevant PRC
authorities;
(f) the cash portion of the Creditors’ Scheme will be funded by the Open Offer (the terms
of which are subject to finalization) and the CB Subscriptions on substantially the
same terms as the Open Offer (which are also subject to finalization). The completion
of the Open Offer and the CB Subscriptions will be subject to, among other things, the
sanction of the Creditors’ Scheme by the holders of Scheme Claims and the court and
the approval of the independent Shareholders of the Company. Details of the conditions
of the Open Offer and CB Subscriptions are set out in the sections headed “Proposal for
the Open Offer – Conditions of the Open Offer” and “CB Subscriptions – Conditions
precedent to completion of CB Subscriptions”, respectively in this announcement;
(g) the Company, SPHL and GZE propose that, subject to the Creditors’s Scheme becoming
effective upon, among other things, being approved by the requisite majority of the
holders of Scheme Claims and sanctioned by the court, the redemption notice in respect
of the Listco Preferred Shares will be withdrawn and the Listco Preferred Shares will
remain part of the Company’s capital structure on existing terms; and
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(h) the Creditors’ Scheme, the Open Offer, the CB Subscriptions and the Shipyard
Settlement will be inter-conditional upon each other and will all be conditional upon
approval for resumption of trading in the Company’s Shares on the Stock Exchange.
PROPOSAL FOR THE OPEN OFFER
As stated in the Open Offer Announcement, the Board intended to put forward a proposal
to raise not less than approximately HK$391.0 million and not more than approximately
HK$394.1 million (before expenses) by way of an open offer of convertible bonds on the
basis of convertible bonds in the principal amount of HK$0.05 for every one existing Share
held by the Qualifying Shareholders on the Record Date. On 12 March 2013, the Company
and Fame Dragon entered into the Underwriting Agreement pursuant to which Fame Dragon
conditionally agreed to fully underwrite the proposed Open Offer. Condensed particulars on
the proposed Open Offer are set out as follows:
Issue statistics
Basis of the Open Offer: Convertible Bonds in the principal amount
of HK$0.05 for every one existing Share
held by the Qualifying Shareholders on the
Record Date
Subscription price of the Convertible Bonds At the face value of the Convertible Bonds
Principal amount of the Convertible Bonds
to be issued
Not less than approximately HK$391.0
million but not more than approximately
HK$394.1 million
Number of Conversion Shares to be issued
based on the initial Conversion Price
Not less than 3,910,277,341 Conversion
Shares and not more than 3,941,227,341
Conversion Shares
Underwriting arrangement: Ful ly underwr i t t en by Fame Dragon
which is an investment holding company
whose ordinary business does not include
underwriting
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Share capital of the Company
As at the date of this announcement, the Company has in issue (i) 7,820,554,682 Shares; (ii)
outstanding Share Options entitling the holders thereof to subscribe for a total of 61,900,000
Shares; (iii) 555,000,000 outstanding Listco Preferred Shares entitling the holder thereof to
convert those shares into 555,000,000 Shares based on the conversion ratio of 1:1; and (iv)
the Listco Convertible Notes in the outstanding principal amount of US$47,960,000 entitling
holders thereof to convert those notes into 523,483,348 Shares based on the conversion rate of
10,915 Shares per US$1,000.
Save as disclosed above, the Company has no other share options, warrants, derivatives or
other securities convertible into or exchangeable for the Shares outstanding as at the date of
this announcement.
Conversion Shares
Based on the principal amount of approximately HK$391.0 million of Convertible Bonds to
be issued, a minimum of 3,910,277,341 Conversion Shares with an aggregate nominal value
of HK$39.1 million will be issued upon exercise in full of the Conversion Right at the initial
Conversion Price, representing:
(i) approximately 50.00% of the total Shares in issue as at the date of this announcement;
(ii) approximately 33.33% of the total Shares in issue as enlarged by the issue of the
Conversion Shares, on the basis that (a) none of the outstanding Share Options will be
exercised; (b) none of the Listco Preferred Shares or Listco Convertible Notes will be
converted into Shares; (c) no other new Shares will be issued; and (d) no Shares will be
repurchased; and
(iii) approximately 30.38% of the total Shares in issue as enlarged by the issue of the
Conversion Shares, on the basis that (a) all the outstanding Share Options are exercised;
(b) all the Listco Preferred Shares and Listco Convertible Notes are converted into
Shares; (c) no other new Shares will be issued; and (d) no Shares will be repurchased.
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Based on the principal amount of approximately HK$394.1 million of Convertible Bonds to
be issued, a maximum of 3,941,227,341 Conversion Shares with an aggregate nominal value
of HK$39.4 million will be issued upon exercise in full of the Conversion Right at the initial
Conversion Price, representing:
(i) approximately 50.40% of the total Shares in issue as at the date of this announcement;
(ii) approximately 33.51% of the total Shares in issue as enlarged by the issue of the
Conversion Shares, on the basis that (a) none of the outstanding Share Options will be
exercised; (b) none of the Listco Preferred Shares or Listco Convertible Notes will be
converted into Shares; (c) no other new Shares will be issued; and (d) no Shares will be
repurchased; and
(iii) approximately 30.55% of the total Shares in issue as enlarged by the issue of the
Conversion Shares, on the basis that (a) all the outstanding Share Options are exercised;
(b) all the Listco Preferred Shares and Listco Convertible Notes are converted into
Shares; (c) no other new Shares will be issued; and (d) no Shares will be repurchased.
Conditions of the Open Offer
The consummation of the Open Offer is conditional upon the Underwriting Agreement having
become unconditional and not being terminated in accordance with the terms and conditions
of the Underwriting Agreement. The conditions of the Underwriting Agreement are set out in
the section headed “Underwriting Arrangement – Conditions of the Underwriting Agreement”
below.
If the conditions of the Underwriting Agreement are not fulfilled, the Open Offer will not
proceed.
Application for excess Convertible Bonds
It is expected that any Convertible Bonds (i) not validly applied for by any Qualifying
Shareholders under the Open Offer; (ii) to which the Non-Qualifying Shareholders would
otherwise have been entitled; and (iii) created by aggregating the principal amount of the
Convertible Bonds of any fractional assured entitlements will be made available for excess
applications by the Qualifying Shareholders and such Convertible Bonds will be allocated on
a fair basis.
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Application for listing
It is not intended that application will be made for the listing of, and permission to deal in, the
Convertible Bonds on the Stock Exchange or any other stock exchanges.
If the Open Offer proceeds, application will be made to the Listing Committee of the Stock
Exchange for the listing of, and permission to deal in, the Conversion Shares to be allotted
and issued upon exercise of the Conversion Right.
Other details of the Open Offer
The consummation of the Open Offer is conditional upon the Underwriting Agreement having
become unconditional, and the Underwriting Agreement will not become unconditional
if, among other things, the Creditors’ Scheme has not received the necessary approvals
or consents. It is therefore uncertain as to whether and when the Open Offer will proceed
and, hence, the Company is not in a position to give an indication as to the timetable for
implementation of the Open Offer (including the Record Date). In addition, given that the
terms of the Revised Debt Restructuring Proposal are still being discussed with creditors
and other relevant parties and therefore subject to change, it is uncertain at this stage as to
whether new Shares or other securities will be issued by the Company pursuant to the final
debt restructuring proposal and, hence, the Company is not in a position to give an indication
as to the shareholding structure of the Company upon completion of the Open Offer or the
Shareholders who will qualify for participation in the Open Offer.
Summary of the proposed principal terms of the Convertible Bonds
A summary of the proposed principal terms of the Convertible Bonds is set out below.
Principal amount Not less than approximately HK$391.0 million but not more than
approximately HK$394.1 million.
Interest No interest shall accrue on the Convertible Bonds.
If the Company defaults in the payment of any sum due and
payable under the Convertible Bonds, the Company shall pay
interest on such sum to the Bondholder from the due date to the
date of actual payment in full calculated at the rate of 5% per
annum
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Conversion Period A Bondholder shall have the right at any time during (i) in respect
of Bondholders who are Fame Dragon or parties acting in concert
with it under the Takeovers Code, the period commencing on
the later of (a) 22 January 2014 and (b) the 7th day after the
issue date of the Convertible Bonds up to and including the date
which is 7 days prior to the Maturity Date; and (ii) in respect of
Bondholders other than Fame Dragon and parties acting in concert
with it under the Takeovers Code, the period commencing on the
7th day after the issue date of the Convertible Bonds up to and
including the date which is 7 days prior to the Maturity Date,
to require the Company to convert the whole or any part of the
principal amount outstanding under the Convertible Bonds into
Shares at the Conversion Price (subject to adjustment).
Conversion Price The initial Conversion Price (subject to adjustments) shall be
HK$0.10 per Conversion Share, which represents:
(i) a discount of approximately 59.35% to the closing price of
HK$0.246 per Share as quoted on the Stock Exchange on the
Last Trading Day;
(ii) a discount of approximately 55.91% to the average closing
price of the Shares of approximately HK$0.2268 per Share
as quoted on the Stock Exchange over the last five Trading
Days up to and including the Last Trading Day;
(iii) a discount of approximately 53.75% to the average closing
price of the Shares of approximately HK$0.2162 per Share
as quoted on the Stock Exchange over the last ten Trading
Days up to and including the Last Trading Day; and
(iv) a discount of approximately 29.33% to the audited
consolidated net assets of the Group attributable to
the Shareholders per Share as at 31 December 2011 of
approximately HK$0.1415.
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The Conversion Price was determined after arm’s length
negotiations between the Company and the Underwriter having
regard primarily to the financial position of the Group.
The Conversion Price will be subject to adjustment in certain
events, including: consolidation, subdivision or reclassification;
capitalization of profits or reserves, capital distribution, rights
issues of Shares or options or warrants to subscribe for new Shares
at less than current market price; issues of Shares at less than
current market price; other issues of securities at less than current
market price, etc.
Conversion Shares No application will be made for the listing of the Convertible
Bonds on the Stock Exchange or any other stock exchange.
Application will be made to the Listing Committee of the Stock
Exchange for the listing of, and permission to deal in, the
Conversion Shares.
No fraction of a Conversion Share will be issued and no amount in
lieu shall be refunded to the relevant Bondholder. The Conversion
Shares shall be fully paid, free from any liens, charges,
encumbrances, pre-emptive rights or other third party rights and
rank pari passu in all respects with all other Shares in issue on the
date of conversion and the Bondholder shall be entitled, in respect
of its Conversion Shares, to all dividends and other distributions,
rights or entitlements the record date for which falls after the date
of conversion.
Maturity Unless previously converted or purchased or redeemed in
accordance with the terms and conditions of the Convertible
Bonds, the Company shall redeem any outstanding Convertible
Bonds on the Maturity Date (i.e. the day before the 5th
anniversary of the issue date of the Convertible Bonds or, if that is
not a business day, the first business day thereafter).
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Redemption The Company or any of its subsidiaries may at any time and from
time to time repurchase the Convertible Bonds at any price as may
be agreed in writing between the Company or such subsidiary and
the relevant Bondholder. Any Convertible Bond so purchased shall
forthwith be cancelled by the Company.
On the third anniversary of the issue date of the Convertible Bonds
and the fourth anniversary of the issue date of the Convertible
Bonds (collectively the “Put Option Date(s)”), a Bondholder will
have the right at such holder’s option, to require the Company
to redeem all or some only of the Convertible Bonds of such
holder on the applicable Put Option Date at 100% of the principal
amount of the outstanding Convertible Bonds together with
interest accrued to the date fixed for redemption, provided that
the Existing Notes and all other debt securities that may be issued
by the Company after the issue date of the Convertible Bonds as
part of the Creditors’ Scheme have all been repaid in full at the
applicable Put Option Date.
Transferability Subject to the conditions below, the Convertible Bonds may be
transferred to any person:
– the Convertible Bonds (or any part thereof) may not
be assigned or transferred to a connected person of the
Company without the prior written consent of the Company.
Such transfer shall be further subject to (where applicable)
the conditions, approvals, requirements and any other
provisions of or under the Listing Rules and all applicable
laws and regulations; and
– any assignment or transfer of the Convertible Bonds shall be
of the whole or any part (being an authorized denomination)
of the outstanding principal amount of the Convertible
Bonds.
Voting The Bondholder will not be entitled to receive notices of, attend
or vote at any meetings of the Company by reason only of it being
the Bondholder.
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Ranking The obligations of the Company arising under the Convertible
Bonds constitute general, direct, unconditional and unsecured
obligations of the Company and shall at all times rank equally
among themselves and pari passu with all other present and future
unsecured and unsubordinated obligations of the Company except
for obligations accorded preference by mandatory provisions of
applicable law. The obligations under the Convertible Bonds are
incapable of being otherwise subordinated except with the written
consent of the relevant Bondholder.
Restriction The Company shall not be obliged to issue any Conversion Shares
if the issue of the Conversion Shares pursuant to such conversion
will cause the issued Shares in the hands of “public” (as defined
under Rule 8.24 of the Listing Rules) to fall below 25% or such
other minimum percentage of the total issued share capital of a
listed company as prescribed under the Listing Rules that must
remain in the public hands.
Events of default In the case of any event of default occuring, subject to the
approval by a special resolution of the Bondholders passed in a
meeting of the Bondholders or in writing by the requisite majority
of Bondholders, a Bondholder may give notice in writing to the
Company that the principal amount of the outstanding Convertible
Bonds has, on the giving of such notice, become immediately due
and payable, whereupon the outstanding principal amount of the
Convertible Bonds shall become immediately due and payable
in an amount which is 100% of the principal amount of the
outstanding Convertible Bonds.
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UNDERWRITING ARRANGEMENT
Underwriting Agreement
Date: 12 March 2013
Underwriter: Fame Dragon International Investment Limited
Underwriting arrangement: Fully underwritten by the Underwriter
Commission: Nil
Pursuant to the Underwriting Agreement, the Underwriter has conditionally agreed to
underwrite the Open Offer subject to the terms and conditions set out in the Underwriting
Agreement and, in particular, the fulfillment of the conditions contained therein. The
Underwriter, which holds the voting rights of a total of 3,556,353,661 Shares (representing
approximately 45.5% of the total Shares in issue of the Company as at the date of this
announcement), is an investment holding company whose ordinary business does not include
underwriting.
The Company considered as the Underwriter will not be charging any underwriting fee or
commission, such underwriting arrangement would be beneficial to the Company and would
allow the Company to reduce the costs and expenses in conducting the Open Offer which the
Company would otherwise have to incur if a registered brokerage firm or an investment bank
was to be appointed as the underwriter.
Conditions of the Underwriting Agreement
Completion of the Underwriting Agreement is subject to the following conditions:
(a) (if required under the Company Ordinance (Chapter 32 of the Laws of Hong Kong))
the delivery to the Stock Exchange and registration with the Registrar of Companies
in Hong Kong, respectively, on or prior to the Posting Date and (if required under the
Companies Act of 1981 of Bermuda) the registration by the Registrar of Companies
in Bermuda prior to or as soon as practicable after the Posting Date of the Prospectus
Documents (and all other documents required to be filed or delivered for registration);
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(b) the posting on the Posting Date of copies of the Prospectus Documents to the Qualifying
Shareholders and the Prospectus to the Non-Qualifying Shareholders;
(c) the Listing Committee of the Stock Exchange granting listing of, and permission to
deal in, the Conversion Shares either unconditionally or subject to conditions which the
Company accepts and the satisfaction of such conditions (if any and where relevant) by
no later than the Posting Date and the Listing Committee of the Stock Exchange not
having withdrawn or revoked such listings and permission on or before 4:00 p.m. on the
Settlement Date;
(d) the Stock Exchange having unconditionally or conditionally approved the resumption
of trading of the Shares based on the resumption proposal to be submitted to the Stock
Exchange (as may be supplemented or amended from time to time) and other conditions
attached to such approval having been fulfilled or waived by the Stock Exchange;
(e) dismissal of the Bermuda Proceedings and such dismissal not being appealed within the
relevant appeal time period of the relevant law applicable to the Bermuda Proceedings;
(f) the Creditors’ Scheme having been approved by the courts of Bermuda and such other
courts and/or analogous sanction and/or recognition in any other jurisdiction, as the
Company may determine to be necessary, of the Creditors’ Scheme having been obtained
together with all consents, approvals, sanctions and filing of documents necessary, for
the purpose of making the Creditors’ Scheme effective, having been obtained and done
in accordance with the applicable law; and
(g) all consents and approvals necessary in connection with the transaction contemplated in
the Underwriting Agreement having been obtained.
None of the conditions set out above can be waived. In the event that the conditions as set out
above have not been satisfied on or before the Posting Date (except in the case of registration
of the Prospectus Documents in Bermuda, if required, which shall take place prior to or as
soon as practicable) or such later date as the Underwriter and the Company may agree, all
liabilities of the parties to the Underwriting Agreement shall cease and determine and neither
party shall have any claim against the other.
As at the date of this announcement, none of the conditions set out above has been satisfied.
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Termination of the Underwriting Agreement
The Underwriter may terminate the Underwriting Agreement by notice in writing issued to the
Company at any time prior to 4:00 p.m. on the Settlement Date if any of the following events
occurs:
(a) the appointment of one or more liquidators (provisional or otherwise), administrator or
any analogous officer for the winding up of the Company in any jurisdiction whatsoever;
(b) the making of an order to wind up of the Company;
(c) there is any breach of any of the warranties made by the Company in any material
respect which has come to knowledge of the Underwriter or any event which has
occurred or any matter which has arisen on or after the date of the Underwriting
Agreement which if it had occurred or arisen before the date of the Underwriting
Agreement would have rendered any of such warranties untrue, inaccurate or misleading
in any material respect; or
(d) there is material adverse change in the financial position, business, property or
operations of any member of the Group compared to that as at date of the Underwriting
Agreement.
Upon the appointment of joint provisional liquidators of the Company by the order of
the Supreme Court of Bermuda on 18 October 2013 (Bermuda time), the Underwriter
becomes entitled to terminate the Underwriting Agreement by notice in writing issued
to the Company. As at the date of this announcement, the Company has not received
such notice from the Underwriter. If the Underwriter exercises its right to terminate the
Underwriting Agreement pursuant to its terms, the Open Offer will not proceed.
REASONS FOR THE OPEN OFFER
The Group is principally engaged in the supply of oil products and provision of bunker
refueling services and provision of logistic services (including oil and chemical storage and
oil transportation).
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The Company originally intended to use the proceeds from the Open Offer to fund its debt
restructuring and the Group’s operations. Given the financial situation of the Group and
having considered other fund raising alternatives for the Group, such as placing of new Shares
or other Convertible Bonds, and the benefits and cost of each of the alternatives, the Board
considered that the Open Offer was in the interests of the Company and the Shareholders as
a whole as it would offer all the Qualifying Shareholders an equal opportunity to participate
in the enlargement of the capital base of the Company at the same price and would enable the
Qualifying Shareholders to continue to participate in the future development of the Company
should they wish to do so.
CB SUBSCRIPTIONS
The CB Subscription Agreements
Pursuant to the CGL Subscription Agreement, Berkeley Subscription Agreement and Wahen
Subscription Agreement, the CB Subscribers have conditionally agreed to subscribe for new
convertible bonds to be issued by the Company on substantially the same terms as the Open
Offer. The principal terms of each of the CGL Subscription Agreement, Berkeley Subscription
Agreement and Wahen Subscription Agreement are summarized below.
CGL
Subscription
Agreement
Berkeley
Subscription
Agreement
Wahen
Subscription
Agreement
Date of Agreement 9 April 2013 9 April 2013 29 April 2013
Subscriber CGL Resources New Berkeley Wahen Investments
Subscription Amount HK$50 million HK$80 million HK$180 million
Conditions precedent to completion of the CB Subscriptions
Completion of each of the CGL Subscription Agreement, Berkeley Subscription Agreement
and Wahen Subscription Agreement is subject to the following conditions:
(a) the Listing Committee of the Stock Exchange having granted the listing of, and
permission to deal in, the Investors Conversion Shares;
19
(b) the Stock Exchange having unconditionally or conditionally approved the resumption
of trading of the Shares based on the resumption proposal to be submitted to the Stock
Exchange (as may be supplemented or amended from time to time) and any other
conditions attached to such approval having been fulfilled or waived by the Stock
Exchange;
(c) dismissal of the Bermuda Proceedings and such dismissal not being appealed within the
relevant appeal time period of the relevant law applicable to the Bermuda Proceedings;
(d) the Creditors’ Scheme having been approved by the courts of Bermuda and such other
courts and/or analogous sanction and/or recognition in any other jurisdiction, as the
Company may determine to be necessary, of the Creditors’ Scheme having been obtained
together with all consents, approvals, sanctions and filing of documents necessary, for
the purpose of making the Creditors’ Scheme effective, having been obtained and done
in accordance with the applicable law;
(e) if required, the passing of a resolution by the Shareholders or independent Shareholders
(as applicable) who are permitted to vote under the Listing Rules to approve the issue of
the Investors Convertible Bonds and the Investors Conversion Shares at a special general
meeting of the Company in accordance with the Listing Rules; and
(f) all consents and approvals considered necessary by the Company in connection with the
CB Subscriptions, the allotment of the Investors Conversion Shares and the transaction
contemplated under the CB Subscription Agreements having been obtained.
If the conditions precedent are not fulfilled on or before 31 December 2013 (or such later
date as may be agreed between the CB Subscribers and the Company in writing), the CB
Subscription Agreements shall lapse and become null and void and the parties will be released
from all obligations hereunder, save for any liability arising out of any antecedent breaches of
the CB Subscription Agreements.
As at the date of this announcement, none of the conditions precedent set out above has been
satisfied.
20
Subject to the fulfillment of the conditions precedent, completion of the CB Subscriptions
shall take place on a business day as may be specified by the Company in writing not being
less than two nor more than 15 business days next following the date of fulfillment of the
conditions precedent last in time to be fulfilled or waived by the CB Subscribers (as the case
may be).
Termination of the CB Subscription Agreements
Each of CGL Subscription Agreement, Berkeley Subscription Agreement and Wahen
Subscription Agreement shall terminate on the date when the relevant CB Subscriber issues a
written notice to the Company upon the occurrence of any of the following events (unless the
right to issue such notice upon the occurrence of such event has been waived by the relevant
CB Subscribers in writing):
(a) the appointment of one or more liquidators (provisional or otherwise), administrator or
any analogous officer for the winding up of the Company in any jurisdiction whatsoever;
(b) the making of an order to wind up of the Company; or
(c) there is any breach of any of the warranties made by the Company in any material
respect which has come to the knowledge of the CB Subscriber or any event which has
occurred or any matter which has arisen on or after the date of the CB Subscription
Agreement and prior to completion which if it had occurred or arisen before the date
of the CB Subscription Agreement would have rendered any of such warranties untrue,
inaccurate or misleading in any material respect.
Upon termination of any of the CB Subscription Agreements, the obligations of the parties
shall immediately cease and neither party shall have any claims against the other party in
respect of any matter arising out of or in connection with the relevant CB Subscription
Agreement, save for any antecedent breaches.
Upon the appointment of joint provisional liquidators of the Company by the order of
the Supreme Court of Bermuda on 18 October 2013 (Bermuda time), the CB Subscribers
become entitled to terminate the CB Subscription Agreements by notice in writing issued
to the Company. As at the date of this announcement, the Company has not received
such notice from any of the CB Subscribers. If any of the CB Subscribers exercises its
right to terminate the relevant CB Subscription Agreement pursuant to its terms, the CB
Subscription contemplated under such agreement will not proceed.
21
Summary of principal terms of the Investors Convertible Bonds to be issued under the
CB Subscription Agreements
Save for the principal amount of the Investors Convertible Bonds, other terms and conditions
of the Investors Convertible Bonds to be issued under the CB Subscriptions are to be the same
as the Convertible Bonds to be issued under the Open Offer. Details of the proposed terms
of the Convertible Bonds are set out in the section headed “Proposal for the Open Offer –
Summary of the proposed principal terms of the Convertible Bonds” above.
The Investors Conversion Shares issuable upon the exercise of the conversion right under
the Investors Convertible Bonds pursuant to the CB Subscriptions are expected to be issued
and allotted pursuant to a specific mandate to be sought at a special general meeting of the
Company.
Information on the CB Subscribers
CGL Resources is an indirect wholly-owned subsidiary of FEG. FEG is a company listed on
Singapore Exchange Securities Trading Limited and a leading player in the regional offshore
marine and oil and gas sectors. The Company has been notified by GZE that a 50:50 joint
venture has been established between GZE and FEG to engage in the owning and operation
of mobile offshore drilling units. To the best of the knowledge, information and belief of
the Directors having made all reasonable enquiries, CGL Resources and FEG are, save as
disclosed in this announcement, (i) Independent Third Parties; and (ii) independent of and not
a party acting in concert (as defined in the Takeovers Code) with Fame Dragon.
New Berkeley is owned by Tan Pong Tyea and Cai Wenxing in equal proportions. Tan Pong
Tyea and Cai Wenxing are directors and shareholders of FEG. To the best of the knowledge,
information and belief of the Directors having made all reasonable enquiries, New Berkeley
and their respective ultimate beneficial owners are, save as disclosed in this announcement, (i)
Independent Third Parties; and (ii) independent of and not a party acting in concert (as defined
in the Takeovers Code) with Fame Dragon.
22
Wahen Investments is an investment holding company directly wholly-owned by Mr.
Zhao who is the Chairman and an executive director of the Company as at the date of this
announcement. Accordingly, Wahen Investments is a connected person of the Company. Prior
to entering into of the Wahen Subscription Agreement, Wahen Investments and Mr. Zhao have
not had any shareholding interests in the Company. Each of Wahen Investments and Mr. Zhao
is independent of and not a party acting in concert (as defined in the Takeovers Code) with
Fame Dragon.
Effect of the CB Subscriptions on the shareholding structure of the Company
The completion of the CB Subscriptions is conditional upon, among other things, the
Creditors’ Scheme having received the necessary approvals and consents. It is therefore
uncertain as to whether and when the CB Subscriptions will proceed. In addition, given that
the terms of the Revised Debt Restructuring Proposal are still being discussed with creditors
and other relevant parties and therefore subject to change, it is uncertain at this stage as to
whether new Shares or other securities will be issued by the Company pursuant to the final
debt restructuring proposal and, hence, the Company is not in a position to give an indication
as to the shareholding structure of the Company upon completion of the CB Subscriptions.
REASONS FOR THE CB SUBSCRIPTIONS
The CB Subscriptions, if they proceed, will provide funding for the Company’s debt
restructuring and the Group’s operations. In addition, leveraging on the leading position of
FEG in the offshore marine industry, the Company will further explore the possibilities of
long term strategic partnerships with FEG and/or New Berkeley in the related areas. The
Wahen Subscription Agreement demonstrates management support for the Company.
Having considered the above, the Board considered that it was in the interests of the Company
and its Shareholders as a whole to enter into the CB Subscription Agreements.
PREVIOUS FUND RAISING EXERCISE OF THE COMPANY
The Company did not raise any other funds by issue of equity securities during the 12 months
immediately preceding the date of this announcement.
23
LISTING RULES IMPLICATIONS
The Underwriter, by virtue of its holding of voting rights to a total of 3,556,353,661
Shares (representing approximately 45.5% of the total Shares in issue as at the date of this
announcement), is the controlling shareholder of the Company and, hence, a connected person
of the Company. Accordingly, the underwriting of the Open Offer by the Underwriter pursuant
to the Underwriting Agreement constitutes a connected transaction of the Company but is,
pursuant to Rule 14A.31(3)(c) of the Listing Rules, exempt from the reporting, announcement
and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Wahen Investments, being wholly-owned by Mr. Zhao, the Chairman and an executive director
of the Company, is a connected person of the Company and, thus, the Wahen Subscription
contemplated under the Wahen Subscription Agreement constitutes a connected transaction of
the Company.
CONTINUED SUSPENSION IN TRADING
Trading in the Shares was suspended with effect from 9:00 a.m. on 19 June 2012 and will
remain suspended until further notice.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have
the following meanings:
“Application Form” the application form to be used by the Qualifying
Shareholders to apply for the Convertible Bonds
“Berkeley and CGL Subscriptions
Announcement”
the announcement of the Company dated 11
April 2013 in relation to, among other things, the
Berkeley Subscription and the CGL Subscription
“Berkeley Subscription” the subscription by New Berkeley of new
convertible bonds to be issued by the Company in
the principal amount of HK$80 million pursuant
to the Berkeley Subscription Agreement
24
“Berkeley Subscription Agreement” the subscription agreement dated 9 April 2013
entered into by the Company and New Berkeley
“Bermuda Proceedings” the liquidation proceeding commenced pursuant
to the winding up petition issued on 9 July 2012
by SPHL against the Company in Bermuda
“Board” the board of Directors
“Bondholder(s)” the holders of the Convertible Bonds
“CB Announcements” t h e B e r k e l e y a n d C G L S u b s c r i p t i o n s
Announcement and the Wahen Subscription
Announcement
“CB Subscribers” and
each a “CB Subscriber”
New Berke ley, CGL Resource o r Wahen
Investment (as the case may be)
“CB Subscriptions” col lec t ive ly, CGL Subscr ip t ion , Berkeley
Subscription and Wahen Subscription
“CB Subscription Agreements” B e r ke l ey S u b s c r i p t i o n A g r e e m e n t , C G L
Subscription Agreement and Wahen Subscription
Agreement
“CGL Resources” CGL Resources Ltd., an indirect wholly-owned
subsidiary of FEG
“CGL Subscription” the subscription by CGL Resources of new
convertible bonds to be issued by the Company in
the principal amount of HK$50 million pursuant
to the CGL Subscription Agreement
“CGL Subscription Agreement” the subscription agreement dated 9 April 2013
entered into by the Company and CGL Resources
25
“Company” Titan Petrochemicals Group Limited, a company
incorporated in Bermuda with limited liability
whose shares are listed on the Main Board of the
Stock Exchange (Stock Code: 1192)
“connected person(s)” has the meaning ascribed to it under the Listing
Rules
“Convertible Bond(s)” the convertible bond(s) to be issued by the
Company under the Open Offer
“Conversion Price” the price at which each Conversion Share will be
issued upon conversion, the initial Conversion
Price being HK$0.10
“Conversion Right” the right of any holder of the Convertible Bonds
to convert the Convertible Bonds held by it into
Conversion Shares
“Conversion Shares” the new Shares to be issued upon the exercise
of the Conversion Right under the Convertible
Bonds
“Creditors’ Scheme” a creditors’ scheme of arrangement of the
Company in respect of the Company’s debts
“Directors” the directors of the Company
“EAF” the excess application forms to apply for
additional Convertible Bonds proposed to be
issued to the Qualifying Shareholders
26
“Existing Notes” collectively (i) the guaranteed senior payment-
in-kind notes due 2015 issued by the Company
of which US$12,715,722 remains outstanding;
(ii) the 8.5% fixed rate senior notes due 2012
issued by the Company of which US$105,870,000
remains outstanding; and (iii) Listco Convertible
Notes
“FEG” Falcon Energy Group Limited, a company listed
on Singapore Exchange Securities Trading
Limited
“Grand China Logistics” 大新華物流控股(集團)有限公司 (Grand China
Logistics Holding (Group) Company Limited*),
a company incorporated under the laws of PRC
with limited liability
“Group” the Company and its subsidiaries
“GZE” Guangdong Zhenrong Energy Co. , Ltd , a
company incorporated in the PRC and the
controlling Shareholder
“HK$” Hong Kong dollars, the lawful currency of Hong
Kong
“Hong Kong” the Hong Kong Special Administrative Region of
the PRC
“Independent Third Party(ies)” third party(ies) independent of the Company and
its connected persons
“Investors Conversion Shares” the new Shares to be issued upon the exercise
of the conversion right under the Investors
Convertible Bonds
27
“Investors Convertible Bonds” the convertible bond(s) to be issued by the
Company under the CB Subscriptions
“Last Trading Day” 18 June 2012, being the last trading day of the
Share
“Listing Rules” the Rules Governing the Listing of Securities on
the Stock Exchange
“Listco Convertible Notes” the guaranteed senior convertible notes due 2015
issued by the Company of which US$47,960,000
remains outstanding
“Listco Preferred Shares” the 555,000,000 convertible redeemable preferred
shares of HK$0.01 each issued by the Company
“Mr. Zhao” Mr. Zhao Xu Guang, who is the Chairman and an
executive director of the Company
“Maturity Date” the day before the 5th anniversary of the issue
date of the Convertible Bonds or, if that is not a
business day, the first business day thereafter
“New Berkeley” New Berkeley Corporation, owned by Tan Pong
Tyea and Cai Wenxing in equal proportions (Tan
Pong Tyea and Cai Wenxing are directors and
shareholders of FEG)
28
“Non-Qualifying Shareholders” Shareholders whose names appear on the register
of members of the Company on the Record Date
and whose addresses as shown on such register
are outside Hong Kong where the Directors,
based on the legal opinion to be provided by legal
advisers, consider it necessary or expedient not to
offer the Convertible Bonds to such shareholders
on account either of legal restrictions under the
laws of the relevant place or requirements of the
relevant regulatory body or stock exchange in that
place
“Open Offer” the proposed open offer of Convertible Bonds
in the principal amount of HK$0.05 for every
one existing Share held by the Qualifying
Shareholders on the Record Date, and on the
terms and subject to the conditions to be set out
in the Prospectus Documents
“Open Offer Announcement” the announcement of the Company dated 15
March 2013 in relation to, among other things,
the Open Offer
“Posting Day” such date as the Underwriter may agree in writing
with the Company, as the date of despatch of the
Prospectus Documents
“PRC” the People’s Republic of China which for the
purpose of this announcement, shall exclude
Hong Kong, the Macau Special Administrative
Region of the PRC and Taiwan
“Prospectus” the prospectus to be issued to the Shareholders
containing details of the Open Offer
“Prospectus Documents” the Prospectus, the Application Form and the
EAF
29
“Qualifying Shareholders” Shareholders, other than the Non-Qualifying
Shareholders, whose names appear on the register
of members of the Company at the close of
business on the Record Date
“Record Date” such date as the Underwriter may agree in writing
with the Company as the date by reference to
which entitlements to the Open Offer are to be
determined
“Revised Debt Restructuring
Proposal”
the revised debt restructuring proposal proposed
to be put forward by the Company to the Group’s
creditors and other relevant parties for further
discussion, the key indicative terms of which
are set out in the section headed “Revised Debt
Restructuring Proposal” in this announcement
“RMB” Renminbi, the lawful currency of the PRC
“Sale and Purchase Agreement” the sale and purchase agreement dated 11
December 2010 between Titan TQSL, Titan
Fujian, Grand China Logistics and the Company
for the sale and purchase of 95% equity interest
in Titan Quanzhou Shipyard, as amended by the
subsequent supplemental agreements
“Scheme Claims” all indebtedness arising out of the Existing Notes
(including principal and accrued interest) and
the Unsecured Claims, which are proposed to be
recognized under the Creditors’ Scheme in the
Revised Debt Restructuring Proposal
“Settlement Date” the second Business Day following the final
application date (or such other date as the
Underwriter and the Company may agree in
writing) for the Open Offer
30
“SFC” the Securities and Futures Commission of Hong
Kong
“SFO” Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“Share(s)” ordinary share(s) of HK$0.01 each in the capital
of the Company
“Shareholder(s)” holder(s) of Share(s) in issue
“Share Options” the share options granted under share option
scheme adopted by the Company dated 31 May
2002 (as amended on 24 June 2010)
“Shipyard Settlement” the proposed termination of the Sale and Purchase
Agreement and application of the amount of
RMB740 million, being part payment of the
purchase price under the Sale and Purchase
Agreement, towards a subscription by GZE of
new Shares to settle the outstanding litigation
proceedings being conducted in the PRC in
relation to the Sale and Purchase Agreement
“SPHL” Sa tu rn Pe t rochemica l Ho ld ings L imi ted ,
the reg is te red holder of the 555,000,000
Listco Preferred Shares as at the date of this
announcement and so far as the Company is
aware, SPHL does not hold any other relevant
securities in the Company other than the Listco
Preferred Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Hong Kong Code on Takeovers and Mergers
31
“Titan Fujian” 泰山石化(福建)有限公司 (Titan Petrochemicals
(Fujian) Ltd*), a direct wholly-owned subsidiary
of the Company (being one of the two vendors
under the Sale and Purchase Agreement)
“Titan Quanzhou Shipyard” 泉州船舶工業有限公司 (Ti t an Quanzhou
Shipyard Co., Ltd*), an indirect wholly-owned
subsidiary of the Company
“Titan TQSL” Titan TQSL Holding Company Ltd(泰山泉州船廠控股有限公司), an indirect wholly-owned
subsidiary of the Company (being one of the two
vendors under the Sale and Purchase Agreement)
“Trading Day(s)” a day or days on which trading of the Shares is
conducted on the Stock Exchange in accordance
with the rules and regulations of the Stock
Exchange promulgated from time to time
“Underwriter” or “Fame Dragon” Fame Dragon International Investment Limited, a
company incorporated in Hong Kong with limited
liability which Fame Dragon has confirmed is
ultimately beneficially owned by GZE through
shares of Fame Dragon being held on trust for
GZE by Mr. Fan Qinghua (a Director), Mr.
Tang Chao Zhang (a Director) and Mr. Lu Hai
as to 40%, 30% and 30% respectively, and the
controlling Shareholder
“Underwriting Agreement” the underwriting agreement dated 12 March
2013 entered into between the Company and the
Underwriter in relation to the underwriting and
the relevant arrangements in respect of the Open
Offer
32
“Unsecured Claims” all liabilities arising out of the guaranteed
notes issued by Titan Shipyard Holdings Ltd.,
recognized trade payables owed by the Company
and recognized claims arising from amounts owed
by subsidiaries within the Group which have been
guaranteed by the Company
“US$” United States dollars, the lawful currency of the
United Stated of America
“Wahen Investments” Wahen Investments Limited, an investment
holding company directly wholly-owned by Mr.
Zhao
“Wahen Subscription” the subscription by Wahen Investments of new
convertible bonds to be issued by the Company in
the principal amount of HK$180 million pursuant
to the Wahen Subscription Agreement
“Wahen Subscription Agreement” the subscription agreement dated 29 April
2013 entered into by the Company and Wahen
Investments
“Wahen Subscription
Announcement”
the announcement of the Company dated 29
April 2013 in relation to, among other things, the
Wahen Subscription
“%” per cent.
* for identification purpose only
By Order of the Board
Titan Petrochemicals Group Limited
TANG Chao Zhang
Executive Director
Hong Kong, 25 November 2013
33
As at the date of this announcement, the executive Directors are Mr. Zhao Xu Guang
(Chairman), Mr. Tang Chao Zhang, Mr. Patrick Wong Siu Hung and Mr. Fu Yong Yuan; the
non-executive Directors are Mr. Fan Qinghua and Mr. Hu Zhong Shan; and the independent
non-executive Directors are Mr. John William Crawford, JP and Mr. Abraham Shek Lai Him,
GBS JP.
The Directors jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement and confirm, having made all reasonable
enquiries, 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 in this announcement
misleading.
# The joint provisional liquidators were appointed by the Supreme Court of Bermuda on 18 October 2013
(Bermuda time). Save as specifically set out in the court order, the joint provisional liquidators will have
no general or additional powers or duties with respect to the property or records of the Company, and the
Board shall continue to manage the Company’s affairs in all respects and exercise the powers conferred
upon it by the Company’s Memorandum of Association and Bye-laws. Details of the powers of the joint
provisional liquidators are set out in the announcement of the Company dated 22 October 2013.