Canada Foundation, Ltd., an investment holding company, has entered into an agreement to raise HKD980 million ($126.3 million) by selling a 6.6% stake in bunker supply firm
Brightoil Petroleum (Holdings) Ltd. (formerly First Sign International Holdings Limited) in a private placement.
Under the terms of the transaction,
Canada Foundation will issue 100 million shares at an issue price of HKD10 ($1.29) per share.
It has also granted an option to the placement agent to sell an additional 50 million shares at a price of HKD10 ($1.29) per share.
The offer price represents a discount of approximately 10.39% to the closing price of HKD11.16 ($1.45) per share as quoted on the stock exchange on April 12, 2010, a discount of approximately 14.09% to the average closing price of HK$11.64 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 12 April 2010, and a discount of approximately 14.60% to the average closing price of HK$11.71 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 12 April 2010.
ICBC International Securities Limited is acting as placement agent for the transaction.
The transaction is expected to close on April 15, 2010. The proceeds will be used to fund existing businesses and for working capital, Brightoil said.
Please find below an extract of the announcement made to the Hong Kong Stock Exchange.
On 12 April 2010, the Vendor (being a substantial Shareholder), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has agreed to place, on a best effort basis, up to 100,000,000 existing Shares at the Placing Price (being HK$10 per Placing Share) on behalf of the Vendor, with an option exercisable at the election of the Placing Agent to place, on a best effort basis, up to 50,000,000 existing Shares at the same price. The Placing Agreement is subject to the conditions as set out below.
On 12 April 2010, the Vendor also entered into the Subscription Agreement with the Company pursuant to which the Vendor has agreed to subscribe for, and the Company has agreed to allot and issue to the Vendor, the Subscription Shares (the number of which shall be equivalent to the Placing Shares and the Option Shares ultimately placed to and purchased by the Placees) at the Subscription Price (being HK$10 per Subscription Share), which is the same as the Placing Price. The Subscription Completion shall take place on the third Business Day after the date upon which all conditions set out below have been satisfied (or such other time and/or date the Company and the Vendor may agree in writing), or the 14th day after the date of the Subscription Agreement, whichever is earlier.
Assuming the initial 100,000,000 Placing Shares have been successfully placed and equivalent amount of Subscription Shares have been subscribed, such Placing Shares represent (i) approximately 6.60% of the issued share capital of Company as at the date of this announcement; (ii) approximately 6.19% of the issued share capital of the Company as enlarged by the allotment and issue of the 100,000,000 Subscription Shares; and (iii) approximately 6% of the issued share capital of the Company as enlarged by the allotment and issue of the 150,000,000 Subscription Shares. If the Option is exercised in full, the Option Shares will be sold and the Vendor will be required to subscribe for an additional 50,000,000 new Shares, representing approximately 3.30% of the issued share capital of the Company as at the date of this announcement and approximately 3.00% of the issued share capital of the Company as enlarged by the allotment and issue of 150,000,000 Subscription Shares.
The Placing Price and the Subscription Price represent (i) a discount of approximately 10.39% to the closing price of HK$11.16 per Share as quoted on the Stock Exchange on 12 April 2010, being the date of the Placing Agreement and the Subscription Agreement; (ii) a discount of approximately 14.09% to the average closing price of HK$11.64 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including 12 April 2010; and (iii) a discount of approximately 14.60% to the average closing price of HK$11.71 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including 12 April 2010.
Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
It is expected that the net proceeds from the Subscription of 100,000,000 Subscription Shares will amount to approximately HK$980,000,000 and the net proceeds from the Subscription of 50,000,000 Subscription Shares (assuming that the Option is exercised in full) will amount to approximately HK$490,000,000. The net proceeds from the Subscription will be used mainly for financing the existing businesses and for general working capital purposes.
At the request of the Company, trading in the Shares on the Stock Exchange has been suspended from 2:30 p.m. on 12 April 2010 pending the release of this announcement. Application has been made by the Company for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 13 April 2010.
