KING STONE ENERGY GROUP LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of King Stone Energy Group Limited.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 00663)
On 25 January 2016 (after trading hours of the Stock Exchange), the Company entered into the Supplemental Agreement with the Placing Agent to revise the terms of the Placing Agreement pursuant to which the Placing Agent agreed to place up to 3,000,000,000 Placing Shares to the Placee(s) at a price of HK$0.139 each on a best effort basis.
The Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; (ii) the passing by the Independent Shareholders of the relevant resolution(s) at the EGM to approve the Placing Agreement and the transaction contemplated thereunder including the grant of the Specific Mandate; and (iii) all necessary consents and approval having been obtained by the Company and the Placing Agent in respect of the Placing.
The Placing Price of HK$0.139 per Share represents: (i) a discount of approximately 15.76% to the closing price of HK$0.165 per Share as quoted on the Stock Exchange on the Last Trading Day; and (ii) a discount of approximately 19.84% to the average of the closing prices per Share of HK$0.1734 as quoted on the Stock Exchange for the last five consecutive trading days immediately before the Last Trading Day.
The Placing Price was arrived at after arm's length negotiations between the Company and the Placing Agent in view of the present stock market condition. The Directors consider that the terms of the Placing (including the Placing Price) and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
The Placing Shares represent approximately 74.8% of the existing issued share capital of the Company and approximately 42.8% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.
The Placing Shares are to be issued under the Specific Mandate to be sought at the EGM.
The net proceeds of the Placing, after deduction of the placing commission and other related expenses, will be approximately HK$415.5 million. The Directors intend to use the net proceeds for the capital contribution to the joint venture to be set up for the Stone Paper Business and general working capital of the Group.
The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders as to whether the terms of the Placing Agreement is, or is not, fair and reasonable and as to the voting. The Independent Financial Adviser will be appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this regard.
The EGM will be convened for the purpose of considering and, if deemed appropriate, among other things, approving the Placing Agreement and the transactions contemplated thereunder including the grant of the Specific Mandate.
A circular containing, among other things, (i) further details of the Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Placing Agreement; (iii) a letter of advice from the Independent Financial Adviser in relation to the Placing Agreement; and (iv) a notice convening the EGM, will be despatched to the Shareholders is expected to be despatched to the Shareholders on or before 18 February 2016.
References are made to: (i) the announcement and the circular of the Company dated 6 November 2015 and 7 December 2015 respectively in relation to the Placing Agreement entered into between the Company and the Placing Agent for the proposed placing of up to 2,500,000,000 new Shares at a price of HK$0.168 per Share under specific mandate; and (ii) the announcement of the Company dated 20 January 2016 in relation to the re-negotiating with new terms and/or size of the Placing.
The Board wishes to inform that the Supplemental Agreement is entered into between the Company and the Placing Agent on 25 January 2016 (after trading hours of the Stock Exchange) to revise the Placing Price, the Placing Shares and the long stop date of fulfilling the conditions precedent under the Placing Agreement. Details of the Placing Agreement as supplemented by the Supplemental Agreement are set out below:
To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent third parties who are not connected persons of the Company and are independent of and not connected with the Company and its connected persons.
There will be not less than six Placees. As Belton Light has indicated that it will participate in the Placing of up to 1,550,000,000 Placing Shares, the Placees will include connected person of the Company. Save for Belton Light, the other Placees will be third parties independent of, and not connected or acting in concert with the Company and its connected persons.
Up to 3,000,000,000 Shares, representing approximately 74.8% of the issued share capital of the Company as at the date of this announcement and approximately 42.8% of the Company's enlarged issued share capital immediately after the Placing Completion (assuming there being no issue or repurchase of Shares other than the issue of the Placing Shares).
The Placing Price of HK$0.139 per Placing Share represents:
a discount of approximately 15.76% to the closing price of HK$0.165 per Share as quoted on the Stock Exchange on the Last Trading Day; and
a discount of approximately 19.84% to the average of the closing prices of approximately HK$0.1734 per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately before the Last Trading Day.
The Placing Price was determined and negotiated on an arm's length basis between the Company and the Placing Agent with reference to the prevailing market price of the Shares in view of the present stock market condition. The Board considers that the Placing Price is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.
After taking into account all the related expenses of the Placing, the net Placing Price is approximately HK$0.1385 per Placing Share.
The Placing is conditional upon: (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares; (ii) the passing by the Independent Shareholders of the relevant resolution(s) at the EGM to approve the Placing Agreement and the transaction contemplated thereunder including the grant of the Specific Mandate; and (iii) all necessary consents and approval having been obtained by the Company and the Placing Agent in respect of the Placing.
In the event that the above conditions are not fulfilled in full by 30 April 2016, all rights, obligations and liabilities of the Company and the Placing Agent under the Placing Agreement shall cease and determine and neither of the parties shall have any claim against the others in respect of the Placing save for any antecedent breach and/or any rights or obligations which may accrue under the Placing Agreement prior to such termination.
The Placing Completion will take place on the third business day after the Placing Agreement has become unconditional (or such other date as may be agreed by the parties).
The Placing Shares rank pari passu among themselves and with Shares in issue as at the date of this announcement.
Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
King Stone Energy Group Ltd. issued this content on 25 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2016 14:58:04 UTC
Original Document: http://www.663hk.com/attachment/2016012522470100002418706_en.pdf
