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HONG KONG, Nov. 1, 2012 /PRNewswire/ -- Titan Petrochemicals Group Limited ("Titan" or "the Company", HKEx: 1192) and Fame Dragon International Investment Limited announced an update on the Listco Preferred Shares Offer and provided a further update on StorageCo on 30 October 2012. The announcement is as follows:
This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company or any other entity.
JOINT ANNOUNCEMENT: UPDATE ON THE LPS OFFER AND FURTHER UPDATE ON STORAGECO
Reference is made to the joint announcement of Titan Petrochemicals Group Limited (the "Company") and Fame Dragon International Investment Limited (the "Offeror") dated 3 October 2012 (the "Joint Announcement") and the Company's announcement dated 20 July 2012 (together with the Joint Announcement as the "Announcements"). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcements.
Update on the LPS Offer
The Offeror stated in the Joint Announcement that in conjunction with the Share Offer, it will make the LPS Offer, on the assumption that the Listco Preferred Shares were convertible into Shares and constituted part of the equity share capital of the Company.
The Company, having consulted its auditors, understands that in view of the notice of redemption of all the Listco Preferred Shares served on 4 July 2012 in accordance with the bye-laws of the Company, the Listco Preferred Shares should no longer be classified as equity of the Company under Hong Kong Accounting Standards by the time the Offeror's obligation to make the Offers arose on 30 August 2012. In addition, the Company has been advised by its Bermuda counsel that based on the bye-laws of the Company which sets out the rights attaching to the Listco Preferred Shares and relevant case law, on the 30th business day (as defined in the bye-laws of the Company) after the filing of the notice of redemption, being 16 August 2012, the redeeming holder of the Listco Preferred Shares ceased to have any rights attaching to the Listco Preferred Shares other than the right to redemption proceeds. The filing of the winding up petition against the Company prevents the Listco Preferred Shares from being removed from the register of members of the Company without leave of the court.
In view of the above, the Offeror will not proceed with the LPS Offer.
On 12 October 2012, the Subscriber (being the ultimate beneficial owner of the Offeror) has informed the Offeror and the Company that it (through one of its wholly-owned subsidiaries) has agreed, subject to the fulfilment of certain conditions precedent, to acquire all beneficial interests in the Listco Preferred Shares from SPHL (the "Preferred Shares Acquisition"). The Preferred Shares Acquisition is not conditional upon the outcome of the Offers.
Further Update on StorageCo
Further to the Joint Announcement, the BVI court has sanctioned on 12 October 2012 (BVI time) the sale of certain assets of StorageCo by the joint liquidators of StorageCo to Neptune Storage Limited, in which the Subscriber believes based on its enquiries SSL has an equity interest. Since the sale of the assets of StorageCo took place under a court order, Chapter 14 of the Listing Rules would not be applicable to such sale.
The Subscriber has also informed the Offeror and the Company that it has agreed, subject to the fulfillment of certain conditions precedent, to purchase the entire issued share capital of Neptune Storage Limited. That agreement is also not conditional upon the outcome of the Offers and Chapters 14 and/or 14A of the Listing Rules would not be applicable to such acquisition. Further announcement will be made, as and when appropriate, in respect of the Reacquisition, which may or may not proceed. The Reacquisition, however, will be subject to, and the Company and the Subscriber will comply with the provisions of Chapters 14 and/or 14A of the Listing Rules.
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.
| By order of the Board of | By order of the Board of |
| Fame Dragon International Investment Limited | Titan Petrochemicals Group Limited |
| Fan Qinghua | Patrick Wong Siu Hung |
| Director | Executive Director |
Hong Kong, 30 October 2012
As at the date of this joint announcement, the executive Directors are Mr. Zhao Xu Guang (Chairman), Mr. Patrick Wong Siu Hung and Mr. Fu Yong Yuan; the non-executive Directors are Mr. Hu Zhong Shan and Mr. Tsoi Tin Chun; and the independent non-executive Directors are Mr. John William Crawford, JP, Mr. Abraham Shek Lai Him, JP and Mr. Shane Frederick Weir.
As at the date of this joint announcement, the directors of the Offeror are Mr. Fan Qinghua, Mr. Tang Chaozhang and Mr. Lu Hai.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.
The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement in relation to information relating to the Offeror and parties acting in concert with it only and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.
- End of Joint Announcement -
Patrick Wong Siu Hung, Executive Director of Titan, commented: "We are delighted to report that significant progress has been made in securing Titan's long term future, with Guangdong Zhenrong Energy, reaching agreement with Saturn Petrochemical Holdings Limited to acquire all of its beneficial interests in Titan Listco Preferred Shares. In addition, Guangdong Zhenrong Energy also agreed to purchase the entire issued share capital of Neptune Storage Limited as certain assets in StorageCo was sold to Neptune as sanctioned by the BVI Court. We are now fully focused on working closely with Guangdong Zhenrong Energy to re-inject the highly valuable StorageCo assets back into Titan and to ensure that liquidation petition in Bermuda is withdrawn, all of which will greatly benefit Titan and its staff, creditors and shareholders."
Media and Investor contact:
| RLM Finsbury: | Alastair Hetherington, Canny Lo, Karen Yu, and Erin Tan |
| Phone: | +852-3166-9888 |
| Email: | Titan@RlmFinsbury.com |
