CGN MINING COMPANY LIMITED 
By 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.
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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 01164) MAJOR AND CONTINUING CONNECTED TRANSACTION REVOLVING LOAN FACILITY AGREEMENT REVOLVING LOAN FACILITY AGREEMENT
On 15 October 2012 (after trading hours), the Company as
lender and China Uranium Development as borrower entered into
the Revolving Loan Facility Agreement pursuant to which the
Company will provide the Revolving Loan of an amount not
exceeding US$100 million (approximately HK$780 million) to
China Uranium Development for a term of one year commencing
from the Effective Date.
The Company is owned as to approximately 50.11% equity
interest by China Uranium Development and accordingly China
Uranium Development is the Controlling Shareholder of the
Company. Therefore, China Uranium Development is a connected
person of the Company. The entering into of the Revolving
Loan Facility Agreement and the provision of the Revolving
Loan to China Uranium Development constitute a continuing
connected transaction of the Company under Chapter 14A of the
Listing Rules and are subject to the reporting, announcement
and Independent Shareholders' approval requirements under
Chapter 14A of the Listing Rules.
As certain applicable percentage ratios stipulated under Rule
14.07 of the Listing Rules in respect of the provision of the
Revolving Loan exceed 25% but less than 75%, the entering
into of the Revolving Loan Facility Agreement and the
provision of the Revolving Loan also constitute a major
transaction of the Company under Chapter 14 of the Listing
Rules and are subject to the reporting, announcement and
Independent Shareholders' approval requirements under Chapter
14 of the Listing Rules.
An EGM will be convened to obtain the Independent
Shareholders' approval regarding the Revolving Loan Facility
Agreement, the proposed Cap Amount and the provision of the
Revolving Loan. A circular containing, among others, (1) a
letter from the Board containing further details of the
Revolving Loan Facility Agreement, the proposed Cap Amount
and the provision of the Revolving Loan; (2) a letter from
the Independent Board Committee setting out its
recommendations in connection with the Revolving Loan
Facility Agreement, the proposed Cap Amount and the provision
of the Revolving Loan to the Independent Shareholders; (3) a
letter from Guangdong Securities setting out its advice to
the Independent Board Committee and the Independent
Shareholders; and (4) a notice of the EGM will be despatched
to the Shareholders on or before 5 November 2012.
1
On 15 October 2012 (after trading hours), the Company as lender and China Uranium Development as borrower entered into the Revolving Loan Facility Agreement pursuant to which the Company will provide the Revolving Loan of an amount not exceeding US$100 million (approximately HK$780 million) to China Uranium Development for a term of one year commencing from the Effective Date.
Major Terms Date15 October 2012
Parties
(a) the Company, as lender; and
(b) China Uranium Development, as borrower.
The Company is owned as to approximately 50.11% equity
interest by China Uranium Development and China Uranium
Development is the Controlling Shareholder of the Company.
Therefore, China Uranium Development is a connected person of
the Company. The entering into of the Revolving Loan Facility
Agreement and the provision of the Revolving Loan to China
Uranium Development constitute a continuing connected
transaction of the Company under Chapter 14A of the Listing
Rules.
The Revolving Loan Facility Agreement will be effective upon
fulfilment of the following conditions:
(a) the Revolving Loan Facility Agreement having been
executed and sealed by the legal representatives or
authorised representatives of both parties; and
(b) the Independent Shareholders having approved by way of
poll at the EGM the entering into of the Revolving Loan
Facility Agreement.
The Revolving Loan under the Revolving Loan Facility
Agreement will not exceed US$100 million (approximately
HK$780 million) and will be made available for the
Availability Period for a term of one year commencing from
the Effective Date.
The Company shall have the right at any time to terminate the
Revolving Loan under the Revolving Loan Facility Agreement by
serving not less than 30 Business Days' notice in writing to
China Uranium Development. When the Revolving Loan is
terminated, all outstanding principal and interest accrued
shall become immediately payable.
2
Subject to China Uranium Development's fulfilment of the
conditions as stated in the Revolving Loan Facility
Agreement, the Company agrees to provide a loan not exceeding
the Effective Amount to China Uranium Development on any
Drawdown Date within the Availability Period (the "Single
Loan"). China Uranium Development shall submit the drawdown
notice at least 10
Business Days prior to each Drawdown Date.
Each drawdown notice shall include, among other things, (i)
the amount of that Single Loan, (ii) the period of that
Single Loan (which must be within the Availability Period)
and (iii) the Drawdown Date.
China Uranium Development will not be required to provide any
guarantee or charge any assets to the Company under the
Revolving Loan Facility Agreement.
Interest on each Single Loan shall be calculated from the
Drawdown Date until the full repayment date of the Single
Loan, on the basis of 360 days per annum.
Interest rate of each Single Loan shall be calculated as
follows:
(a) 1 month LIBOR+6%, if the Single Loan Period is less than
3 months;
(b) 3 months LIBOR+6%, if the Single Loan Period is between
3-6 months; or
(c) 6 months LIBOR+6%, if the Single Loan Period is more than
6 months.
(a) If the Single Loan Period is less than or equal to 6
months, the interest period shall commence from the relevant
Drawdown Date until the Single Loan Due Date.
(b) If the Single Loan Period is more than 6 months:
(i) in the event that the relevant Drawdown Date is between
21 December to 20 June (both dates inclusive), the first
interest period shall commence from the relevant Drawdown
Date until 20 June; if the relevant Drawdown Date is between
21 June to 20 December (both dates inclusive), the first
interest period shall commence from the relevant Drawdown
Date until 20 December, as the case may be (the "First
Interest Period");
(ii) thereafter, each interest period shall count from 21
June and 21 December, i.e. an interest period shall commence
from 21 December to 20 June and another interest period shall
commence from 21 June to 20 December ("Other Interest
Period"). If the Single Loan Due Date falls within the
abovementioned interest period, the interest period shall end
on the Single Loan Due Date ("Final Interest Period").
(a) If the Single Loan Period is less than or equal to 6
months, all interest accrued shall be paid in a lump sum on
the Single Loan Due Date.
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(b) | If th (i) | e Single Loan Period is more than 6 months: depending on actual circumstances, in the event that the Drawdown Date of that Single |
Loan falls between 21 December to 20 June (both dates inclusive), all interest accrued during the First Interest Period shall be paid on 21 June; in the event that the Drawdown Date of that Single Loan falls between 21 June to 20 December (both dates inclusive), all interest accrued during the First Interest Period shall be paid on 21 December; and | ||
(ii) | after the First Interest Period, depending on actual circumstances, all interest accrued during Other Interest Period shall be paid on 21 June and 21 December of each year. However, all interest accrued during the Final Interest Period shall be paid on the Single Loan Due Date. |
Default interest for any outstanding interest shall be charged at the applicable interest rate of that Single Loan plus 2%, calculated from the due date of interest payment as stipulated in (a) or (b) above until the date of actual payment in full and on a daily basis.
Repayment
Subject to the paragraph "Interest Payment" above, each
Single Loan together with interest accrued shall be repaid to
the Company in one lump sum in the same currency on the
Single Loan Due Date. Each Single Loan Due Date must be
within the Availability Period.
If China Uranium Development cannot fully repay any Single
Loan on the Single Loan Due Date, the Company has the right
to charge default interest on the outstanding parts at the
applicable interest rate of that Single Loan plus 2%,
calculated from the Single Loan Due Date until the date of
actual payment in full and on a daily basis.
China Uranium Development shall have the right at any time to
repay prior to the due date all or part of outstanding
principal and interest accrued under the Revolving Loan
Facility Agreement by giving not less than 7 Business Days'
prior written notice to the Company.
The Company shall have the right at any time to demand China
Uranium Development to repay prior to the due date all or
part of outstanding principal and interest accrued under the
Revolving Loan Facility Agreement by giving not less than 30
Business Days' prior written notice to China Uranium
Development.
As disclosed in the Company's interim report for the six
months ended 30 June 2012, the Group had cash and cash
equivalents of approximately HK$1,309 million, of which
approximately HK$979,000,000 was the net proceeds from the
Share Subscription and the CB Subscription. As stated in the
Company's circular dated 23 May 2011, the Company intends to
use the proceeds from the Share Subscription and the CB
Subscription to finance any future business opportunities or
investment of the Group. As at the date of this announcement,
the Company has not identified suitable investment targets or
investment opportunities.
4
As at the date of this announcement, the prevailing interest
rate for a 12-month term HK$ fixed deposit announced by The
Hongkong and Shanghai Banking Corporation Limited, being 0.2%
per annum, is substantially lower than the interest rates
offered by China Uranium Development for the provision of the
Revolving Loan. Therefore, the provision of the Revolving
Loan will enable the Company to enhance the return on
investment on its surplus cash resources. At the same time,
the Company shall have the right at any time to demand China
Uranium Development to repay prior to the due date so that
the flexibility of cash flow is maintained, without affecting
any future business development or investment opportunities
of the Group.
The terms of the Revolving Loan Facility Agreement, including
the Cap Amount and the interest rate applicable, were agreed
by the parties after arm's length negotiations having taken
into account the prevailing market interest rates and
practices.
Taken into consideration the creditworthiness of China
Uranium Development, its financial conditions after reviewing
the available financial information and that the interest
rate for the provision of the Revolving Loan under the
Revolving Loan Facility Agreement is more favourable to the
Company, the Directors (excluding all independent
non-executive Directors whose views will be based on the
opinion of Guangdong Securities) consider that the terms of
the Revolving Loan Facility Agreement, the proposed Cap
Amount and the provision of the Revolving Loan are on normal
commercial terms, fair and reasonable, and in the interests
of the Company and its Shareholders as a whole.
The Group's original principal business used to be selling,
distributing and manufacturing of pharmaceutical and food
products and property investment. The Group has repositioned
itself as a platform for uranium resources investment and
trading after the successful completion of China Uranium
Development's Share Subscription and CB Subscription on 18
August 2011.
China Uranium Development is a wholly-owned subsidiary of
CGNPC-URC, which is a subsidiary of CGNPC. Based in Shenzhen
of the PRC, CGNPC is a state-owned nuclear power producer
with material interests in nuclear fuels procurement and
production. CGNPC-URC's core business activities are to (i)
manage the supply of nuclear fuels of CGNPC; (ii) establish
an interest in and support the development of commercial
resources and reserves of natural uranium; and (iii) deal
with the import and export trade of PRC and overseas natural
uranium and related products.
China Uranium Development is a connected person of the
Company and therefore the entering into of the Revolving Loan
Facility Agreement and the provision of the Revolving Loan
constitute a continuing connected transaction of the Company
under Chapter 14A of the Listing Rules and are subject to the
reporting, announcement and Independent Shareholders'
approval requirements under Chapter 14A of the Listing Rules.
As certain applicable percentage ratios stipulated under Rule
14.07 of the Listing Rules in respect of provision of the
Revolving Loan exceed 25% but less than 75%, the entering
into of the Revolving Loan Facility Agreement and the
provision of the Revolving Loan also constitute a major
transaction of the Company under Chapter 14 of the Listing
Rules and are subject to the reporting, announcement and
Independent Shareholders' approval requirements under Chapter
14 of the Listing Rules.
5
Mr. He Zuyuan, an executive Director and chief executive
officer of the Company and Ms. Jin Yunfei, a non-executive
Director, have abstained from voting to approve the Revolving
Loan Facility Agreement in the Board meeting due to the fact
that they are the directors of China Uranium Development and
are regarded as not independent to make any recommendation to
the Board.
An EGM will be convened to obtain the Independent Shareholders' approval regarding the Revolving Loan Facility Agreement, the proposed Cap Amount and the provision of the Revolving Loan.
GENERAL
The Independent Board Committee consisting of Mr. Ling Bing,
Mr. Qiu Xianhong and Mr. Huang Jinsong, being the three
independent non-executive Directors, has been established to
advise the Independent Shareholders in connection with the
Revolving Loan Facility Agreement, the proposed Cap Amount
and the provision of the Revolving Loan. Guangdong Securities
has been appointed as the Independent Financial Adviser to
advise the Independent Board Committee and the Independent
Shareholders regarding the Revolving Loan Facility Agreement,
the proposed Cap Amount and the provision of the Revolving
Loan.
A circular containing, among other, (1) a letter from the
Board containing further details of the Revolving Loan
Facility Agreement, the proposed Cap Amount and the provision
of the Revolving Loan; (2) a letter from Independent Board
Committee setting out its recommendations in connection with
the Revolving Loan Facility Agreement, the proposed Cap
Amount and the provision of the Revolving Loan to the
Independent Shareholders; (3) a letter from Guangdong
Securities setting out its advice to the Independent Board
Committee and the Independent Shareholders; and (4) a notice
of the EGM will be despatched to the Shareholders on or
before
5 November 2012.
In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings:
"associates" has the same meaning as ascribed to it under the
Listing Rules
"Availability Period" the period during which the Revolving
Loan is made available, for a term of one year commencing
from the Effective Date
"Board" the board of Directors of the Company
"Business Day(s)" any day (excluding Saturdays, Sundays and
public holidays in
Hong Kong)
"Cap Amount" the maximum aggregate transaction amount of
US$100,000,000 contemplated under the Revolving Loan Facility
Agreement for a term of one year commencing from the
Effective Date
"CB Subscription" the subscription of the convertible bonds
with a principal amount of HK$600,000,000 issued by the
Company pursuant to the subscription agreement dated 18 March
2011
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"CGNPC" China Guangdong Nuclear Power Holding Corporation
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