Sunshine Oilsands Ltd.: (1) Proposed Issue of New Shares Under Specific Mandate and (2) Connected Transaction Involving Subscription of New Shares by Connected Person
(firmenpresse) - HONG KONG, CHINA and CALGARY, ALBERTA -- (Marketwired) -- 06/05/17 -- Sunshine Oilsands Ltd. (HKSE: 2012) -
SUBSCRIPTION AGREEMENT
On June 5, 2017, the Corporation entered into the Subscription Agreement with the Subscriber Prime Union pursuant to which the Subscriber has conditionally agreed to subscribe, and the Corporation has conditionally agreed to allot and issue, an aggregate of 455,074,788 Subscription Shares at the Subscription Price of HK$0.234 (approximately CDN$0.041) per Subscription Share for an aggregate cash consideration of HK$ 106,487,500.4.
As at the date of this announcement, Prime Union is a company directly and wholly owned by Mr. Sun, the executive chairman of the corporation. Mr. Sun is also a substantial shareholder of the Corporation beneficially interested in approximately 23.17% of the Corporation's issued Shares as at the date of this announcement.
The aggregate gross proceeds from the Subscription is expected to be HK$ 106,487,500.4 (approximately CDN$ 18,455,668.2). After deducting related fees and expenses, the aggregate net proceeds from the Subscription is expected to be approximately HK$105,955,062.9 (approximately CDN$ 18,363,389.8). The Corporation intends to apply the net proceeds from the Subscription (i) for general working capital of the Group and (ii) as funds for future development of the existing business of the Group, including funding the operation costs of the West Ells project.
The Subscription Shares represent:
SPECIFIC MANDATE
The Subscription Shares will be issued pursuant to the Specific Mandate to be sought from the Independent Shareholders at the SGM and will rank pari passu with the existing Shares.
IMPLICATIONS UNDER THE LISTING RULES
The Connected Subscriber is a connected person of the Corporation under the Listing Rules and accordingly, the Subscription by the Connected Subscriber constitute connected transaction for the Corporation and is subject to the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Corporation will seek the Independent Shareholders' approval for the Subscription Agreement entered into with the Connected Subscriber and the granting of the Specific Mandate in respect of allotment and issue of the Subscription Shares to the Subscriber at the SGM.
A circular containing, among other things, further information on (i) the Subscription Agreement and the transactions contemplated thereunder; (ii) the respective advice from the Independent Board Committee and the Independent Financial Advisor on the terms of the Subscription Agreement entered into with the Connected Subscriber and the transactions contemplated thereunder; and (iii) the notice convening the SGM and a form of proxy, is expected to be despatched to the Shareholders on or before July 3, 2017 in accordance with the Listing Rules.
Application will be made by the Corporation to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.
SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD NOTE THAT COMPLETION OF THE SUBSCRIPTION IS SUBJECT TO FULFILLMENT OF THE CONDITIONS PRECEDENT UNDER THE SUBSCRIPTION AGREEMENT. AS THE SUBSCRIPTION MAY OR MAY NOT PROCEED TO COMPLETION, SHAREHOLDERS AND POTENTIAL INVESTORS ARE REMINDED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE CORPORATION.
SUBSCRIPTION AGREEMENT
Date:
June 5, 2017
Parties:
Subscription Shares:
Pursuant to the terms of the Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 455,074,788 Subscription Shares, representing:
Subscription Price:
The Subscription Price of HK$0.234 (approximately CDN$0.041) per Subscription Share:
Note: (1) Based on the Bank of Canada's nominal noon exchange rate (as at December 30, 2016) of CDN$1.00 HK$5.7749
The Subscription Price was determined on an arm's length basis between the Corporation and the Subscriber with reference to the prevailing market price of the Share. The Directors (excluding the INEDs, who will form the Independent Board Committee and will provide their views after having obtained advice from the Independent Financial Advisor) consider that the Subscription Price is fair and reasonable under the current market conditions and in light of the recent price performance of the Shares and the liquidity of the Shares.
Specific mandate to issue the Subscription Shares:
The Subscription Shares will be issued pursuant to the Specific Mandate to be sought from the Independent Shareholders at the SGM. The Specific Mandate, if approved, will be valid until the completion of the Subscription or termination of the Subscription Agreement.
Ranking:
The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with all existing Shares presently in issue and at the time of allotment and issue of the Subscription Shares and in particular shall rank in full for all dividends and other distributions declared made or paid hereafter.
Conditions of the Subscription:
Completion of the Subscription Agreement is subject to the fulfillment or waiver (as the case may be) of the following conditions:
In the event that closing of the Subscription does not occur by the Closing Date (as defined below), the Subscription Agreement will immediately and automatically terminate, the obligations of the Corporation and the Subscriber under the Subscription Agreement shall immediately cease and be null and void and the subscription monies in respect of the Subscription will be returned to the Subscriber.
Completion of Subscription:
Subject to the fulfilment or wavier (as the case may be) of the conditions of the Subscription Agreement, completion of the Subscription will take place within fourteen days after the date of the SGM (or such other later date as the Corporation or the Subscriber may agree in writing) (the "Closing Date").
Undertaking by the Subscriber:
The Subscriber undertakes that he shall not trade in the Subscription Shares within four months and a day after the Closing Date.
APPLICATION FOR LISTING
Application will be made by the Corporation to the Listing Committee of the Hong Kong Stock Exchange for the grant of an approval for the listing of, and permission to deal in, the Subscription Shares.
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND USE OF PROCEEDS
The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target rate of 5,000 barrels per day.
The Directors are of the view that the Subscription will provide an incentive to retain or otherwise maintain on-going relationships with the Subscriber whose contributions are or will be beneficial to the long-term growth and development of the Group. The fund from the Subscription is crucial for the day-to-day operations and production ramp-up of the West Ells project.
The Directors (excluding the INEDs, who will form the Independent Board Committee and whose opinions will be subject to the advice to be given by the Independent Financial Advisor to the Independent Board Committee) consider that the Subscription Agreement has been entered into on normal commercial terms and the terms (including the Subscription Price) are fair and reasonable and the Subscription is in the interests of the Corporation and the Shareholders as a whole.
The aggregate gross proceeds from the Subscription are expected to be HK$ 106,487,500.4 (approximately CDN$18,455,668.2). After deducting related fees and expenses, the net proceeds from the Subscription is expected to be approximately HK$ 105,955,062.9 (approximately CDN$ 18,363,389.8). The net price per Subscription Share after deducting related fees and expenses is approximately HK$0.233 (approximately CDN$0.040) per Subscription Share. The Corporation intends to apply the net proceeds from the Subscription (i) for general working capital of the Group and (ii) as funds for future development of the existing business of the Group, including funding the operation costs of the West Ells project.
SHAREHOLDING STRUCTURE
As at the date of this announcement, the Corporation has 5,490,825,358 Shares in issue. The shareholding structure of the Corporation (i) as at the date of this announcement; and (ii) immediately after the Completion (assuming there will be no other changes in the issued Shares between the date of this announcement and the Completion) are as follows:
Notes
EQUITY FUND RAISING ACTIVITY IN THE PAST 12 MONTHS
The Corporation has conducted the following equity fund raising activity in the 12 months preceding the date of this announcement.
Notes
IMPLICATIONS UNDER THE LISTING RULES
As at the date of this announcement, Prime Union is a company directly wholly owned by Mr. Sun, the executive chairman of the corporation. Mr. Sun is also a substantial shareholder of the Corporation beneficially interested in approximately 23.17% of the Corporation's issued Shares as at the date of this announcement.
The Connected Subscriber is a connected person of the Corporation under the Listing Rules and accordingly, the Subscription by the Connected Subscriber constitute connected transactions for the Corporation and are subject to the announcement, reporting and independent shareholders' approval requirements under Chapter 14A of the Listing Rules. The Corporation will seek the Independent Shareholders' approval for the Subscription Agreement entered into with the Connected Subscriber and the granting of the Specific Mandate.
Mr. Sun and his associates of the Company have abstained from voting on the board resolutions approving the Subscription due to their interests in the Subscription.
SGM
The SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve, among other things, the Subscription Agreement and the transactions contemplated thereunder, including the grant of the Specific Mandate for the allotment and issue of the Subscription Shares.
An Independent Board Committee has been established to advise the Independent Shareholders, and the Independent Financial Advisor will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Subscription Agreement entered into with the Connected Subscriber and the transactions contemplated thereunder.
In view of the Subscriber's material interests in the Subscription, the Subscriber and his respective associates (to the extent they have an existing interest in the Shares) will abstain from voting on the resolutions at the SGM. To the best of the Directors' knowledge, information and belief, except for the Subscriber, no other Shareholder is required to abstain from voting on the relevant resolutions at the SGM.
A circular containing, among other things, further information on (i) the Subscription Agreement and the transactions contemplated thereunder; (ii) the respective advice from the Independent Board Committee and the Independent Financial Advisor on the terms of the Subscription Agreement entered into with the Connected Subscriber and the transactions contemplated thereunder; and (iii) the notice convening the SGM and a form of proxy, is expected to be despatched to the Shareholders on or before July 3, 2017 in accordance with the Listing Rules.
Shareholders and potential investors should note that completion of the Subscription is subject to fulfillment of the conditions precedent under the Subscription Agreement. As the Subscription may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
For the purpose of this announcement, unless otherwise stated, translations of HK$ into CDN$ are made for illustration purposes only and are based on the Bank of Canada's nominal noon exchange rate (as at June 2, 2017) of CDN$1.00 = HK$5.7699.
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok Ping, Executive Chairman
Hong Kong, June 5, 2017
Calgary, June 5, 2017
As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun, Mr. Hong Luo, Dr. Qi Jiang and Mr. Qiping Men as executive directors; Mr. Michael John Hibberd, Ms. Linna Liu and Ms. Xijuan Jiang as non-executive directors; and Mr. Raymond Shengti Fong, Mr. Gerald Franklin Stevenson, Ms. Joanne Yan and Mr. Yi He as independent non-executive directors.
ABOUT SUNSHINE OILSANDS LTD.
The Corporation is a Calgary based public corporation listed on the Hong Kong Stock Exchange since March 1, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production rate of 5,000 barrels per day.
FORWARD LOOKING INFORMATION
This announcement contains forward-looking information relating to, among other things, the plans and expectations of the Corporation. Such forward-looking information is subject to various risks, uncertainties and other factors. All statements other than statements and information of historical fact are forward-looking statements. The use of words such as "estimate", "forecast", "expect", "project", "plan", "target", "vision", "goal", "outlook", "June", "will", "should", "believe", "intend", "anticipate", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on the Corporation's experience, current beliefs, assumptions, information and perception of historical trends available to the Corporation, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta's regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance. Although the Corporation believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions and factors discussed in this announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as the Corporation's actual results June differ materially from those expressed or implied. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation. The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of the Corporation's material risk factors, see the Corporation's annual information form for the year ended December 31, 2016 and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at , on the SEDAR website at or on the Corporation's website at .
(i) For identification purposes only
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.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Sunshine Oilsands Ltd.
(a corporation incorporated under the Business Corporations Act of the Province of Alberta, Canada with limited liability)
Contacts:
Mr. Hong Luo
Chief Executive Officer
(1) 403-984-1450
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Datum: 05.06.2017 - 13:14 Uhr
Sprache: Deutsch
News-ID 546274
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contact information:
Town:
HONG KONG, CHINA and CALGARY, ALBERTA
Kategorie:
Oil & Gas
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