CHINA MERCHANTS PORT HOLDINGS COMPANY 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.
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 00144)
DISCLOSEABLE TRANSACTION IN RELATION TO
- THE SUBSCRIPTION OF MANDATORY CONVERTIBLE BONDS ISSUED BY TERMINAL LINK
AND
- THE LOAN TO BE GRANTED TO TERMINAL LINK, TO FINANCE THE PROPOSED ACQUISITION
Reference is made to the Previous Announcement made by the Company on 25 November 2019 in relation to the entering of the MOA by the Company with CMA CGM in connection with the subscription of the Mandatory Convertible Bonds and the provision of Loan to Terminal Link for the purpose of financing the Proposed Acquisition.
Subsequent to the Previous Announcement, the Company and CMA CGM had negotiated and reached agreement on the definitive terms of the Formal Agreements. The Company is pleased to announce that on 20 December 2019, the Company entered into the Master Agreement with CMA CGM, CMA Terminals, Terminal Link and China Merchants Luxembourg to set out the framework in relation to, among others, the Proposed Acquisition, the Loan and the Mandatory Convertible Bonds.
Separately, (x) the CMP Lender, a wholly-owned subsidiary of the Company, as lender entered into the Loan Facility Agreement with Terminal Link as borrower, CMA CGM as guarantor and CMA Terminals as parent; and (y) Terminal Link, CMA Terminals, NewCo and New CPLT Holdco entered into the Share Purchase Agreement in the presence of China Merchants Luxembourg, on the same date as the Master Agreement.
As one or more of the applicable percentage ratios to the Proposed Transaction under Chapter 14 of the Listing Rules are more than 5% but all the applicable percentage ratios are less than 25%, the Proposed Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
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The completion of the Proposed Transaction is still subject to a number of
conditions which may or may not be fulfilled. As such, the Proposed Transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.
BACKGROUND
Reference is made to the Previous Announcement made by the Company on 25 November 2019 in relation to entering of the MOA by the Company with CMA CGM in connection with the subscription of the Mandatory Convertible Bonds and the provision of Loan to Terminal Link for the purpose of financing the Proposed Acquisition.
Subsequent to the Previous Announcement, the Company and CMA CGM had negotiated and reached agreement on the definitive terms of the Formal Agreements. The Company is pleased to announce that on 20 December 2019, the Company entered into the Master Agreement with CMA CGM, CMA Terminals, Terminal Link and China Merchants Luxembourg to set out the framework in relation to, among others, the Proposed Acquisition, the Mandatory Convertible Bonds and the Loan.
Separately, (x) the CMP Lender, a wholly-owned subsidiary of the Company, as lender entered into the Loan Facility Agreement with Terminal Link as borrower, CMA CGM as guarantor and CMA Terminals as parent; and (y) Terminal Link, CMA Terminals, NewCo and New CPLT Holdco entered into the Share Purchase Agreement in the presence of China Merchants Luxembourg, on the same date as the Master Agreement.
THE MASTER AGREEMENT AND THE PROPOSED TRANSACTION
On 20 December 2019, the Company entered into the Master Agreement with CMA CGM, CMA Terminals, Terminal Link and China Merchants Luxembourg to set out the framework in relation to, among others, the Proposed Acquisition, China Merchants Luxembourg's subscription of the Mandatory Convertible Bonds to be issued by Terminal Link and the Loan to be provided by the CMP Lender to Terminal Link for the purpose of financing the Proposed Acquisition.
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The principal terms and conditions of the Master Agreement are as follows:
(i) Date
20 December 2019
(ii) Parties
- the Company;
- CMA CGM;
- CMA Terminals;
- Terminal Link; and
- China Merchants Luxembourg.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, CMA CGM and CMA Terminals and their ultimate beneficial owners are third parties independent of the Company and the connected persons (as defined in the Listing Rules) of the Company.
(iii) The Proposed Acquisition and the Share Purchase Agreement
Pursuant to the Master Agreement, Terminal Link, CMA Terminals, NewCo and New CPLT Holdco entered into the Share Purchase Agreement in the presence of China Merchants Luxembourg on the same date as the Master Agreement pursuant to which Terminal Link agreed to acquire 100% interest in NewCo and New CPLT Holdco (which are collectively intended to hold the entire interest in the Target Terminals following a series of internal reorganisation transactions pursuant to the step plan set out in the Master Agreement) from CMA Terminals for a total consideration of up to US$955,102,041 (equivalent to approximately HK$7,449,795,920). As the Company owns 49% interest in Terminal Link, the Proposed Acquisition would effectively result in the Company acquiring indirectly 49% of the Target Terminals for 49% of the Purchase Price, i.e. up to US$468 million (equivalent to approximately HK$3,650.40 million). In determining the above Purchase Price, the Company has taken into account various factors, including but not limited to the business performance and locations of the Target Terminals, and the outlook of the port industry and the macro economy in the relevant regions.
Pursuant to the Share Purchase Agreement, the Proposed Acquisition will be subject to the obtaining of all applicable regulatory and third party approvals and may take place in two tranches:
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- the first closing (the "Initial Closing") of the Proposed Acquisition will take place after at least the Core Target Terminals have been transferred to NewCo and New CPLT Holdco (as applicable) from CMA Terminals. On the Initial Closing Date, Terminal Link will pay to CMA Terminals 95% of the aggregate attributable consideration of the Transferred Target Terminals (the "Initial Consideration"). If by the Initial Closing Date, any Target Terminal other than the Core Target Terminals has been transferred to NewCo and New CPLT Holdco (as applicable), 95% of the attributable consideration of such Target Terminal will also be included in the Initial Consideration; and
- the second closing (the "Second Closing"), if any, may take place upon the earlier of (x) completion of the transfer of the Remaining Terminals; or (y) the Second Closing Long Stop Date or the extended second closing long stop date as may be decided by China Merchants Luxembourg (which can only be extended by an additional three-month period from the Second Closing Long Stop Date). On the Second Closing Date, Terminal Link will pay (x) the remaining 5% of the aggregate attributable consideration of the Transferred Target Terminals; plus (y) the aggregate attributable consideration of the Remaining Terminals that are transferred to NewCo and New CPLT Holdco (as applicable) by the Second Closing Date; minus (z) 10% of attributable consideration of any Remaining Terminal which has not been transferred to NewCo and New CPLT Holdco (as applicable) by the Second Closing Date (altogether, the "Second Consideration").
If by the Initial Closing Date, all Target Terminals have been transferred to NewCo and New CPLT Holdco (as applicable), the entire Purchase Price will be paid by Terminal Link to CMA Terminals and no Second Closing will take place. In the event the transfer of the Core Target Terminals to NewCo and New CPLT Holdco (as applicable) has not been completed by the Initial Closing Long Stop Date or such later date as CMA Terminals, China Merchants Luxembourg and Terminal Link may agree, the Share Purchase Agreement will be automatically terminated.
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(iv) The Mandatory Convertible Bonds and the Loan
Pursuant to the Master Agreement, the Company agreed to provide to Terminal Link each of the following to finance the Proposed Acquisition:
(a) Mandatory Convertible Bonds
On the Initial Closing Date and on the Second Closing Date (if any), China Merchants Luxembourg will subscribe for the Mandatory Convertible Bonds in an amount equal to 49% of the Initial Consideration or the Second Consideration (if any) to be paid on the Initial Closing Date or the Second Closing Date (if any). The overall subscription price for the Mandatory Convertible Bonds will be up to US$468 million (equivalent to approximately HK$3,650.40 million).
The Mandatory Convertible Bonds bear a discretionary coupon rate of 6.0% which will be paid through capital increases to China Merchants Luxembourg pursuant to terms and conditions of the Mandatory Convertible Bonds set out in the Master Agreement. CMA CGM has separately undertaken to the Company that it will take all necessary actions to procure Terminal Link to pay such coupon.
Upon maturity, which will occur at the same time as maturity of the Loan, the Mandatory Convertible Bonds will be converted into ordinary shares of Terminal Link pursuant to the terms and conditions of the Mandatory Convertible Bonds set out in the Master Agreement.
(b) Loan
On 20 December 2019, the CMP Lender, a wholly-owned subsidiary of the Company, as lender entered into the Loan Facility Agreement with Terminal Link as borrower, CMA CGM as guarantor and CMA Terminals as parent.
On the Initial Closing Date and the Second Closing Date (if any), the CMP Lender will make available to Terminal Link the Loan in an amount that is proportionate to the Initial Consideration and the Second Consideration (if any) payable on the Initial Closing Date and the Second Closing Date (if any) over the overall Purchase Price respectively. The total amount of the Loan made available to Terminal Link on the Initial Closing Date and the Second Closing Date (if any) will not exceed US$500 million (equivalent to approximately HK$3,900 million).
The Loan has an interest of 6.0% (net of all taxes) and the interest under the Loan will be funded by way of (x) the payment in cash by CMA CGM of a portion of the interest due under the Upstream Loan; and (y) for the balance, the subscription in cash by CMA Terminals of new ordinary shares to be issued by Terminal Link in an amount equal to such balance.
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The Loan has a maturity of 8 years and Terminal Link will repay the Loan to the CMP Lender upon the Loan's maturity by using: (x) the amounts received by it from repayment by CMA CGM of the principal amount of under the Upstream Loan; and
- the cash proceeds received by it from the subscription by CMA Terminals of new ordinary shares to be issued by Terminal Link.
As security for the repayment of the Loan, the Company will benefit from (A) an agreed asset sale mechanism, whereby Terminal Link will repay such portion of the Loan in an amount of the proceeds received by CMA Terminals from disposal of certain terminal assets which are held directly or indirectly held by Terminal Link to be agreed between CMA CGM and the Company; (B) a share pledge of CMA CGM's shares in Terminal Link under the share pledge agreement (the "Share Pledge Agreement"), which shall be entered into by CMA CGM prior to the initial drawdown of the Loan; (C) a corporate guarantee from CMA CGM pursuant to the Loan Facility Agreement; and (D) supervision rights over, and an undertaking not to dispose, certain other assets owned by CMA CGM or its affiliates.
Upon the repayment of the Loan and the conversion of the Mandatory Convertible Bonds as described above, the shareholding of Terminal Link will remain unchanged (i.e. CMA CGM will continue to indirectly hold 51% and the Company will continue to indirectly hold 49%).
All the contribution payable by the Company under the Master Agreement (including the subscription of the Mandatory Convertible Bonds and the provision of the Loan) will be in cash and funded by the Group's internal resources.
(v) Upstream Loan
Pursuant to the Master Agreement, Terminal Link as lender entered into an upstream facility agreement with CMA CGM as borrower (the "Upstream Facility Agreement") on the same date as the Master Agreement.
Pursuant to the Upstream Facility Agreement, Terminal Link will grant to CMA CGM a loan facility with a principal amount of up to US$12,897,959 (equivalent to approximately HK$100,604,080) with an interest rate of 6.1% and a maturity of 8 years (the "Upstream Loan").
On the Initial Closing Date and on the Second Closing Date (if any), Terminal Link will make available to CMA CGM the Upstream Loan in an amount equal to the excess, if any, the funds borrowed at the Initial Closing Date and the Second Closing Date (if any) by Terminal Link under the Loan and the Mandatory Convertible Bonds over the Initial Consideration or the Second Consideration (if any) paid by Terminal Link respectively. The total amount of loan made available by Terminal Link to CMA CGM under the Upstream Loan will not exceed the amount of US$12,897,959 (equivalent to approximately HK$100,604,080).
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Interest due by CMA CGM under the Upstream Loan will be paid in cash as per terms and conditions of the Upstream Facility Agreement.
(vi) Amended and Restated Terminal Link SHA
Pursuant to the Master Agreement, an amended and restated shareholders' agreement will be entered into between CMA CGM, CMA Terminals, the Company, China Merchants Luxembourg and Terminal Link in respect of Terminal Link (the "Amended and Restated Terminal Link SHA") to amend and restate the Existing Terminal Link SHA pursuant to the Main Terms and Conditions of the SHA. The Amended and Restated Terminal Link SHA will be adopted by Terminal Link as from the Initial Closing Date and will replace and supersede the Existing Terminal Link SHA. The amendments to the Existing Terminal Link SHA provide for, inter alia, additional corporate governance rights for the Company in Terminal Link, and additional minority protection to the Company.
(vii) Guaranteed Dividend Return
Pursuant to the Master Agreement, the Company will be entitled to the Guaranteed Dividend Return provided by CMA CGM.
(viii) Future Development
Pursuant to the the Amended and Restated Terminal Link SHA, CMA CGM agrees to make its best endeavors to provide reasonable cooperation and support to the Company's terminals in Sri Lanka, Djibouti, TCP (Paranagua), South China and Dalian and other controlled and to-be-controlled terminals of the Company.
CMA CGM agrees to increase CMA CGM group's throughput in Western Shenzhen ports controlled by the Company and its affiliates by 200,000 TEU per annum with the active support of the Company's affiliates and a terminal services agreement's incentive without any penalty scheme to be agreed by the parties. Furthermore, the parties agree to cooperate, involving their affiliates, to use their best efforts to target an additional increase of CMA CGM group's throughput by a further 100,000 TEU per annum through Western Shenzhen ports controlled by Company and its affiliates.
(ix) Termination of the Master Agreement
The Master Agreement may be terminated and the Proposed Transaction may be abandoned, at any time prior to the Initial Closing Date (x) by written agreement of parties to the Master Agreement; or (y) in the event the Share Purchase Agreement is terminated in accordance with its provisions. As disclosed in the announcement above, if the Initial Closing does not take place by the Initial Closing Long Stop Date, the Share Purchase Agreement and accordingly the Master Agreement will be automatically terminated.
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INFORMATION ABOUT THE PORTFOLIO
Upon completion of the Proposed Transaction in accordance with the Master Agreement and the Share Purchase Agreement, Terminal Link will own various levels of equity interests in a portfolio of 23 terminals serving various regions such as Asia, Europe, Middle-East and the Caribbean.
The Portfolio represent the container terminals that are owned by CMA CGM or any of its affiliates as to various levels of shareholding as at the date of this announcement, including container terminals located in Ukraine, Singapore, India, Jamaica, the Netherlands, the PRC, Vietnam, Thailand and Iraq.
A summary of the illustrative combined financial statements of the Portfolio for each of the financial years ended 31 December 2017 and 2018, prepared on a proportional combination approach, jointly with CMA CGM, is as follows:
For the year ended | For the year ended | |
31 December 2017 | 31 December 2018 | |
US$ million | US$ million | |
9.54 (equivalent to | 9.64 (equivalent to | |
Net profit before taxation and | approximately | approximately |
extraordinary items | HK$74.41 million) | HK$75.19 million) |
7.24 (equivalent to | 5.12 (equivalent to | |
Net profit after taxation and | approximately | approximately |
extraordinary items | HK$56.47 million) | HK$39.94 million) |
For the avoidance of doubt, the above illustrative figures have been computed based on the aggregated financial statements of relevant entities taking into account their respective economic interests prepared in accordance with the International Financial Reporting Standards as adopted by the European Union and the IFRIC Interpretations, or, when unavailable, on best proxies. Head office contribution and accounting adjustments for consolidation have not been factored in. Given the illustrative nature of these figures, investors should be aware that these do not represent any indication of future performance of Terminal Link after completion of the acquisition of the Portfolio.
On the above-mentioned proportional combination approach, the net assets value of the Portfolio, as at 30 June 2019, was approximately US$317.99 million (equivalent to approximately HK$2,480.32 million).
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REASONS FOR THE PROPOSED TRANSACTION
The core business of the Group includes investment in and/or operation of port and port-related business. The Group has, in recent years, been actively exploring and, as and when deemed appropriate, captured available acquisition opportunities overseas as a pertinent means to effectively add new growth drivers to its existing and sustainably growing ports business.
The Directors are of the view that the Proposed Transaction, which enables the Group to invest in Portfolio through Terminal Link, is consistent with the Group's strategy and marks a significant step of the Group towards expanding its international footprint.
Pursuant to the Proposed Transaction, Terminal Link shall acquire from CMA CGM a portfolio of geographically-diversified container ports located in Asia, Europe, Middle-East and the Caribbean, each of which has a strong growth potential. In addition, the Directors are of the view that the Group's strategic relationship with CMA CGM through Terminal Link will support the Group's long-term growth and development going forward.
The Group believes that Terminal Link's exposure to terminals in emerging markets and its potential pipeline of new projects present another driver for its volume growth and financial returns in the future.
On the other hand, the Group expects that its existing network of terminal operations in China and globally (and the cargo flow business thereby captured) will potentially complement and supplement the services offered by CMA CGM and Terminal Link, thereby creating synergised benefits not only to the Group, CMA CGM and Terminal Link but also the respective shipping customers of the Group, CMA CGM and Terminal Link.
Taking into account all of the above, the Directors are of the view that the Proposed Transaction and the terms of the Master Agreement are fair and reasonable and in the interests of the Company and its shareholders as a whole.
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GENERAL INFORMATION
(i) The Group
The core business of the Group includes investment in and/or operation of port and port-related business. The Company is the world's leading port developer, investor and operator, with a comprehensive ports network portfolio spanning six continents and 18 countries and regions. The Group has, in recent years, been actively exploring and, as and when deemed appropriate, captured available acquisition opportunities overseas as a pertinent means to effectively add new growth drivers to its existing and sustainably growing ports business. The principal activities of the Company are ports operation, bonded logistics operation, property development and investment.
The CMP Lender, a limited company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Company. Its principal activity is investment holding.
China Merchants Luxembourg, a limited company incorporated under the laws of Luxembourg and an indirect wholly-owned subsidiary of the Company. Its principal activity is investment holding.
(ii) CMA CGM
CMA CGM's principal business activity is container shipping. CMA CGM is the world's fourth largest container shipping group and number one in France. CMA CGM also invests in shipping terminals of some of the world's major ports. Besides, CMA CGM has recently bought Ceva Logistics, a top player in contract logistics and freight management.
(iii) Terminal Link
Terminal Link's principal business activity is the provision of marine terminal services. The Company, through its indirectly wholly-owned subsidiary, China Merchants Luxembourg, owns 49% equity interest in Terminal Link and CMA CGM, through its wholly-owned subsidiary, CMA Terminals, owns 51% equity interest in Terminal Link. As at the date of this announcement, Terminal Link owns various levels of equity interests in 13 terminals located in eight countries across four major continents: France, Morocco, Malta, the United States, the Republic of Cote d'Ivoire, Belgium, Greece and South Korea.
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(iv) CMA Terminals
CMA Terminals is a company (société anonyme) organised under the laws of France and a wholly-owned subsidiary of CMA CGM. Its principal activity is conducting business as an international container terminal operator, a developer and an investor.
LISTING RULES IMPLICATIONS
As one or more of the applicable percentage ratios to the Proposed Transaction under Chapter 14 of the Listing Rules are more than 5% but all the applicable percentage ratios are less than 25%, the Proposed Transaction constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.
The completion of the Proposed Transaction is still subject to a number of conditions which may or may not be fulfilled. As such, the Proposed Transaction may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
"Amended and Restated | the amended and restated shareholders agreement |
Terminal Link SHA" | in respect of Terminal Link to be entered into by |
the same parties to the Existing Terminal Link SHA | |
pursuant to the Main Terms and Conditions of the | |
SHA | |
"Board" | the board of Directors of the Company |
"China Merchants | China Merchants (Luxembourg) S.à r.l., a limited |
Luxembourg" | company incorporated under the laws of |
Luxembourg and an indirect wholly-owned | |
subsidiary of the Company | |
"CMA CGM" | CMA CGM SA, a company (société anonyme) |
organised under the laws of France | |
"CMA Terminals" | CMA Terminals Holdings SAS, a company (société |
anonyme) organised under the laws of France and a | |
wholly-owned subsidiary of CMA CGM | |
"CMP Lender" | Direct Achieve Investments Limited, a limited |
company incorporated under the laws of Hong | |
Kong and a wholly-owned subsidiary of the | |
Company |
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"Company" | China Merchants Port Holdings Company Limited | ||
(招商局港口控股有限公司), | a | company | |
incorporated in Hong Kong and whose shares are | |||
listed on the Main Board of The Stock Exchange of | |||
Hong Kong Limited | |||
"connected person" | has the meaning ascribed to this term under Rule | ||
14A.06 of the Listing Rules | |||
"Core Target Terminals" | six Target Terminals that have been identified by | ||
the parties to be important for the Proposed | |||
Acquisition which must form part of the assets to | |||
be transferred by the Initial Closing Date | |||
"Directors" | the directors of the Company | ||
"EUR" | Euro, the lawful currency of the relevant countries | ||
in the eurozone | |||
"Existing Terminal Link | the shareholders agreement dated 11 June 2013 | ||
SHA" | between CMA CGM, CMA Terminals, the | ||
Company (formerly known as China Merchants | |||
Holdings (International) | Company), | China | |
Merchants Luxembourg and Terminal Link in | |||
respect of Terminal Link | |||
"Formal Agreements" | the long form agreements entered into or to be | ||
entered into incorporating the terms of the MOA, | |||
including the Master Agreement, the Loan Facility | |||
Agreement, the Share Purchase Agreement and the | |||
Upstream Facility Agreement | |||
"Group" | the Company and its subsidiaries | ||
"Guaranteed Dividend | the dividend return guaranteed by CMA CGM to | ||
Return" | the Company over a period of 8 years for an agreed | ||
percentage over the Company's original investment | |||
in Terminal Link and the amount of the Mandatory | |||
Convertible Bonds subcscribed by China | |||
Merchants Luxembourg | |||
"Hong Kong" | the Hong Kong Special Administrative Region of | ||
the PRC |
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"Initial Closing" | the first tranche of closing of the Proposed |
Acquisition to take place pursuant to the Share | |
Purchase Agreement | |
"Initial Closing Date" | the date of the Initial Closing |
"Initial Consideration" | the first tranche of the Purchase Price payable by |
Terminal Link to CMA Terminals on the Initial | |
Closing Date pursuant to the Share Purchase | |
Agreement | |
"Initial Closing Long Stop | 30 September 2020 |
Date" | |
"Listing Rules" | the Rules Governing the Listing of Securities on |
The Stock Exchange of Hong Kong Limited | |
"Loan" | the secured term loan facility of a principal amount |
of up to US$500 million (equivalent to | |
approximately HK$3,900 million) with an interest | |
rate of 6.0% (net of all taxes) with a maturity of 8 | |
years, granted by the CMP Lender to Terminal Link | |
"Loan Facility Agreement" | the loan facility agreement dated 20 December |
2019 entered into between Terminal Link as | |
borrower, CMA CGA as guarantor and CMA | |
Terminals as parent in relation to the Loan | |
"Main Terms and | the main terms and conditions of the amended and |
Conditions of the SHA" | restated shareholders' agreement of Terminal Link |
which summaries the main terms and conditions of | |
the shareholders' agreement to be entered into | |
between CMA CGM, CMA Terminals, the | |
Company, China Merchants Luxembourg and | |
Terminal Link in accordance with the terms set out | |
in the MOA | |
"Mandatory Convertible | the USD-denominated mandatory convertible |
Bonds" | bonds issued by Terminal Link in an amount up to |
US$468 million (equivalent to approximately | |
HK$3,650.40 million) with coupon rate of 6.0% |
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"Master Agreement" | the master agreement dated 20 December 2019 |
entered into between the Company, CMA CGM, | |
CMA Terminals, Terminal Link and China | |
Merchants Luxembourg | |
"Memorandum of | the comprehensive memorandum of agreement |
Agreement" or "MOA" | dated 25 November 2019 entered into between the |
Company and CMA CGM in relation to the | |
Proposed Transaction | |
"New CPLT Holdco" | Terminal Link Holding (Singapore) Pte. Ltd., a |
private company limited by shares organized under | |
the laws of Singapore and a wholly-owned | |
subsidiary of CMA Terminals | |
"NewCo" | CMA CGM Port Terminals, a company (société par |
actions simplifiée) organized under the laws of | |
France and a wholly-owned subsidiary of CMA | |
Terminals | |
"Portfolio" | collectively all the Target Terminals |
"PRC" | the People's Republic of China which, for the |
purpose of this announcement, excludes Hong | |
Kong, the Macau Special Administrative Region | |
and Taiwan | |
"Previous Announcement" | the announcement made by the Company dated 25 |
November 2019 in relation to the MOA entered into | |
between the Company and CMA CGM | |
"Proposed Acquisition" | the acquisition by Terminal Link of 100% interest |
in NewCo and New CPLT Holdco (which are | |
intended to collectively hold the entire interest in | |
the Portfolio following a series of internal | |
reorganisation transactions as set out in the Master | |
Agreement) from CMA Terminals for the Purchase | |
Price | |
"Proposed Transaction" | the transaction contemplated under the Master |
Agreement, including but not limited to the | |
Proposed Acquisition, provision of the Loan and | |
subscription for the Mandatory Convertible Bonds |
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"Purchase Price" | the purchase price for the Proposed Acquisition, |
which is up to US$955,102,041 (equivalent to | |
approximately HK$7,449,795,920) | |
"Remaining Terminal" | any Target Terminal that has not been transferred to |
NewCo and New CPLT Holdco (as applicable) | |
from CMA Terminals by the Initial Closing Date | |
"Second Closing" | the second tranche of closing of the Proposed |
Acquisition that may take place pursuant to the | |
Share Purchase Agreement | |
"Second Closing Date" | the date of the Second Closing (if any) |
"Second Closing Long Stop | means the last day of the three-month period from |
Date" | the Initial Closing Date |
"Second Consideration" | the second tranche of the Purchase Price payable |
by Terminal Link to CMA Terminals on the Second | |
Closing Date (if any) pursuant to the Share | |
Purchase Agreement | |
"Share Pledge Agreement" | the share pledge agreement to be entered into |
between CMA Terminals and the CMP Lender on | |
the Initial Closing Date in relation to the creation | |
of security over all of CMA Terminals' interest in | |
Terminal Link | |
"Share Purchase | the share purchase agreement dated 20 December |
Agreement" | 2019 entered into between CMA Terminals, |
NewCo, New CPLT Holdco and Terminal Link in | |
the presence of China Merchants Luxembourg in | |
relation to the Proposed Acquisition | |
"subsidiary (ies)" | has the meaning ascribed to it under the Listing |
Rules |
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"Target Terminals" | the container terminals that are owned by |
CMACGM or any of its affiliates as to various | |
levels of shareholding as at the date of this | |
announcement, i.e. 50% of Odessa Terminal | |
Holdco Ltd (Ukraine), 49% of CMA CGM-PSA | |
Lion Terminal Pte Ltd (Singapore), 50% of Adani | |
CMA Mundra Terminal Private Ltd (India), 100% | |
of Kingston Freeport Terminal Limited (Jamaica), | |
30% of Rotterdam World Gateway B.V. (the | |
Netherlands), 25% of Gemalink Terminal Link Cai | |
Mep Terminal Joint Stock Company (Vietnam), | |
24% equity stake indirectly owned by CMA CGM | |
in Qingdao Qianwan United Advance Container | |
Terminal Co., Ltd (the PRC), 47.25% equity stake | |
indirectly owned by CMA CGM in First Logistics | |
Development Company (Vietnam), 14.5% equity | |
stake indirectly owned by CMA CGM in Laem | |
Chabang International Terminal Co Ltd (Thailand) | |
and 100% of the new corporate entity to be | |
registered, holding the lease and all assets and | |
liabilities of Umm Qasr Terminal (Iraq) | |
"Terminal Link" | Terminal Link SAS, a company (société par |
actions simplifiée) organised under the laws of | |
France | |
"Transferred Target | the Target Terminals transferred to NewCo and |
Terminals" | New CPLT Holdco (as applicable) from CMA |
Terminals by the Initial Closing Date | |
"Upstream Facility | the upstream facility agreement dated 20 December |
Agreement" | 2019 entered into between Terminal Link as lender |
and CMA CGM as borrower in relation to the | |
Upstream Loan | |
"Upstream Loan" | the term loan facility of a principal amount of up to |
US$12,897,959 (equivalent to approximately | |
HK$100,604,080) with an interest rate of 6.1% and | |
a maturity of 8 years, granted by the Terminal Link | |
to CMA CGM |
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"US$" | United States dollars, the lawful currency of the |
United States of America | |
"%" | per cent |
* For identification purpose only
For reference only, an exchange rate of US$1.00 to HK$7.8 has been used for the conversion of United States dollars into Hong Kong dollars in this announcement.
By Order of the Board
China Merchants Port Holdings Company Limited
Fu Gangfeng
Chairman
Hong Kong, 22 December 2019
As at the date of this announcement, the Board comprises Mr. Fu Gangfeng, Mr. Su Jian, Mr. Xiong Xianliang, Mr. Bai Jingtao, Mr. Ge Lefu, Mr. Wang Zhixian and Mr. Zheng Shaoping as executive directors; and Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Ka Fai David and Mr. Bong Shu Ying Francis as independent non-executive directors.
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China Merchants Port Holdings Co. Ltd. published this content on 22 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 December 2019 10:15:00 UTC
