New Investor, TEDA, to Inject Approx HK$881.8 million to Complement to Major Projects in Tianjin
HONG KONG, March 24 /PRNewswire-Asia/ -- Wah Sang Gas Holdings Limited ("Wah Sang Gas Holdings," or the "Company," HKEx: 8035) today held a Special General Meeting (the "SGM") whereby the Board presented and the Shareholders approved of a number of resolutions in relation to the Company's restructuring proposal (the "Restructuring Proposal") announced on May 29, 2008.
Purpose of the Restructuring Proposal
The Board has put forth the Restructuring Proposal in order to provide adequate funding and management changes so that the Group will represent a viable on-going business through an injection of approximately HK$881.8 million of new capital by TEDA Hong Kong Property Company Limited ("TEDA HK" or the "Investor"), with the ultimate objective of the resumption of trading of the Company's shares on the GEM Board of the HKEx that has been suspended since April 6, 2004.
The Restructuring Proposal
As specified in the Company's Circular (the "Circular") to its Shareholders dated February 27, 2009, the Restructuring Proposal comprises, inter alia, capital and debt restructuring, an open offer to be made by the Company to independent shareholders (the "Open Offer") and a general offer to be made by the Investor to minority shareholders (the "General Offer"), the subscription for New Shares, New Convertible Preference Shares and New Redeemable Preference Shares from TEDA HK (the "Subscription"), the disposal of certain subsidiaries of the Company to TEDA HK (the "Disposal"), and a number of continuing connected transactions put forth in the Restructuring Proposal, as well as the proposed change of company name.
The Investor has agreed to subscribe for 3,000,000,000 New Shares at an issue price of HK$0.08 per Share, 130,000,000 New Convertible Preference Shares at a nominal value of HK$1.00 per share, and 8,600,000 Redeemable Preference Shares at a nominal value of HK$50.0 per share. The Investor will subscribe for these shares for a total cash consideration of HK$800 million.
The Open Offer will be made available to all Independent Shareholders for each share with the maximum of 815,812,000 shares at HK$0.04 per share. A General Offer at an offer price of HK$0.08 per share will also be made conditional to the completion of the Subscription, as required by Rule 26 of the Takeovers Code. The General Offer will have a total consideration of HK$130,529,920 based on 1,631,624,000 Shares that are subject to the General Offer.
The Investor will also pay a cash consideration of approximately HK$81.8 million for the acquisition of the 30 subsidiaries under the Disposal Agreement.
Subject to approval of the Registrar of Companies in Bermuda, the Shareholders of the Company also approved of the adoption of the new name of "Binhai Investment Company Limited" to be effective on the date of resumption of trading of the Company's Shares on GEM. The Investor intends that the Company will continue its existing businesses in the construction of gas pipelines, the production and sales of LPG and piped gas. The Investor intends to leverage on the Company's experience in the gas business, channel its resources to targeted areas to consolidate its business and maintain a platform to capitalize on the economic growth of different regions, in particular the Bin Hai New Area following the injection of new capital.
The Company will resume trading of its shares on the HKEx after obtaining the approval from the HKEx and the SFC subject to fulfillment of certain conditions proposed to the SFRC and imposed by the HKEx and the issuance of the Open Offer prospectus.
The Investor
TEDA HK is a company incorporated in Hong Kong and beneficially wholly owned by Tianjin TEDA Investment Holding Co., Limited, a PRC state-owned entity.
For further information and media inquiries, please contact:
Stimulus Investor Relations Ltd.
Contact: Karen Lau
Tel: +852-9311-1791
Email: karen@stimulus-ir.com
Contact: Alex Wong
Tel: +852-6899-0255
Email: alex@stimulus-ir.com
