SINOTRANS SHIPPING LIMITED

Transcription

1 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. SINOTRANS SHIPPING LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 368) CONNECTED TRANSACTION AND PROVISION OF FINANCIAL ASSISTANCE Reference is made to the Announcement. As part of the restructuring of the Loans under the Facility Agreements, the Bank and the Company entered into the Participation Agreements on 11 November 2014 pursuant to which (i) the Bank granted the Participation to the Company; and (ii) a series of transactions were contemplated by the Bank and the Company under the Participation Agreements whereby it is proposed that (a) the Borrowers shall sell the Vessels to the New Borrowers and use such sale proceeds to repay the Loans in full; and (b) the New Borrowers, in their capacity as borrowers, shall enter into the New Loan Agreements with the same syndicate banks including the Bank under the Facility Agreements pursuant to which the New Borrowers will borrow the New Loans from those syndicate banks including the Bank to fund the acquisitions of the Vessels. On 11 November 2014, New Joviality, New Wisdom and certain syndicate banks including the Bank entered into the First New Loan Agreement pursuant to which New Joviality and New Wisdom agreed to borrow the First New Loans from those syndicate banks including the Bank, respectively. It is contemplated that, in due course, the Bank will execute a transfer certificate with the Company pursuant to which the Company s interest in the Tranche A Loan and the Tranche B Loan under the relevant Participation Agreement will be elevated such that the rights and obligations of the Bank under the Tranche A Loan and the Tranche B Loan will be novated from the Bank to the Company and the Company will become a lender of the Tranche A Loan and the Tranche B Loan to New Joviality and New Wisdom under the First New Loan Agreement. 1

2 It is contemplated that the Second New Loan Agreement will be entered into between, among others, New Founder and New Medal and certain syndicate banks including the Bank pursuant to which New Founder and New Medal will borrow the Second New Loans from the syndicate banks including the Bank, respectively. It is also contemplated that the Bank will execute a transfer certificate with the Company pursuant to which the Company s interest in the Tranche C Loan and the Tranche D Loan under the relevant Participation Agreement will be elevated such that the rights and obligations of the Bank under the Tranche C Loan and the Tranche D Loan will be novated from the Bank to the Company and the Company will become a lender of the Tranche C Loan and the Tranche D Loan to New Founder and New Medal under the Second New Loan Agreement. The Company will issue a further announcement upon signing of the Second New Loan Agreement. Given New Joviality and New Wisdom are wholly-owned subsidiaries of the Joint Venture, which is indirectly owned as to 49% by the Parent Company which is a substantial shareholder of the Company as at the date of this announcement, New Joviality and New Wisdom are connected persons of the Company under the Listing Rules. Accordingly, the First Loan Provision constitutes a connected transaction and financial assistance from the Company to connected persons under the Listing Rules. However, as the applicable percentage ratios (other than the profits ratio) of the First Loan Provision are more than 0.1% but less than 5%, it is exempted from the Shareholders approval requirements under Rule 14A.76(2) of the Listing Rules. Reference is made to the announcement of Sinotrans Shipping Limited (the Company ) dated 5 November 2014 (the Announcement ). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Announcement. As part of the restructuring of the Loans under the Facility Agreements, the Bank and the Company entered into the Participation Agreements on 11 November 2014 pursuant to which (i) the Bank granted the Participation to the Company; and (ii) a series of transactions were contemplated by the Bank and the Company under the Participation Agreements whereby it is proposed that (a) the Borrowers shall sell the Vessels to the New Borrowers and use such sale proceeds to repay the Loans in full; and (b) the New Borrowers, in their capacity as borrowers, shall enter into the New Loan Agreements with the same syndicate banks including the Bank under the Facility Agreements pursuant to which the New Borrowers will borrow the New Loans from those syndicate banks including the Bank to fund the acquisitions of the Vessels. On 11 November 2014, New Joviality, New Wisdom and certain syndicate banks including the Bank entered into the First New Loan Agreement pursuant to which New Joviality and New Wisdom agreed to borrow the First New Loans from those 2

3 syndicate banks including the Bank, respectively. It is contemplated that, in due course, the Bank will execute a transfer certificate with the Company pursuant to which the Company s interest in the Tranche A Loan and the Tranche B Loan under the relevant Participation Agreement will be elevated such that the rights and obligations of the Bank under the Tranche A Loan and the Tranche B Loan will be novated from the Bank to the Company and the Company will become a lender of the Tranche A Loan and the Tranche B Loan to New Joviality and New Wisdom under the First New Loan Agreement. It is contemplated that the Second New Loan Agreement will be entered into between, among others, New Founder and New Medal and certain syndicate banks including the Bank pursuant to which New Founder and New Medal will borrow the Second New Loans from the syndicate banks including the Bank, respectively. It is also contemplated that the Bank will execute a transfer certificate with the Company pursuant to which the Company s interest in the Tranche C Loan and the Tranche D Loan under the relevant Participation Agreement will be elevated such that the rights and obligations of the Bank under the Tranche C Loan and the Tranche D Loan will be novated from the Bank to the Company and the Company will become a lender of the Tranche C Loan and the Tranche D Loan to New Founder and New Medal under the Second New Loan Agreement. The Company will issue a further announcement upon signing of the Second New Loan Agreement. To the best of the Directors knowledge, information and belief, having made all reasonable enquiries, the Bank and the syndicate banks under the First New Loan Agreement (together with their respective ultimate beneficial owners) are third parties independent of the Company and not connected persons of the Company. Principal terms of the Participation Agreements: Tranche A Loan Principal amount of the Tranche A Loan Consideration Interest rate on the Tranche A Loan Maturity date Participation effective date : US$10,888, (equivalent to approximately HK$84,930,000) : Nil. (US$9,581, (equivalent to approximately HK$74,739,000) has already been paid by the Company to the Bank on 6 November 2014 ) : 3-month LIBOR plus 0.7% per annum, to be received by the Company from New Joviality, payable on a quarterly basis : 10 June 2021, or on an earlier date as instructed by the Company : 10 November 2014 Purpose of the : New Joviality will use the Tranche A Loan for the 3

4 Tranche A Loan purpose of financing part of its acquisition of Vessel A from Nappa Shipping Tranche B Loan Principal amount of the Tranche B Loan Consideration Interest rate on the Tranche B Loan Maturity date Participation effective date Purpose of the Tranche B Loan : US$10,070, (equivalent to approximately HK$78,548,000) : Nil. (US$8,861, (equivalent to approximately HK$69,123,000) has already been paid by the Company to the Bank on 6 November 2014 : 3-month LIBOR plus 0.7% per annum, to be received by the Company from New Wisdom, payable on a quarterly basis : 16 September 2021, or on an earlier date as instructed by the Company : 10 November 2014 : New Wisdom will use the Tranche B Loan for the purpose of financing part of its acquisition of Vessel B from Napoleon Shipping Tranche C Loan Principal amount of the Tranche C Loan Consideration Interest rate on the Tranche C Loan Maturity date Participation effective date Purpose of the Tranche C Loan : US$8,308, (equivalent to approximately HK$64,807,000) : Nil. (US$7,311, (equivalent to approximately HK$57,030,000) has already been paid by the Company to the Bank on 6 November 2014 : 3-month LIBOR plus 0.47% per annum, to be received by the Company from New Founder, payable on a quarterly basis : 6 October 2020, or on an earlier date as instructed by the Company : 10 November 2014 : New Founder will use the Tranche C Loan for the purpose of financing part of its acquisition of Vessel C from Agate Shipping Tranche D Loan 4

5 Principal amount of the Tranche D Loan Consideration Interest rate on the Tranche D Loan Maturity date Participation effective date Purpose of the Tranche D Loan : US$8,483, (equivalent to approximately HK$66,169,000) : Nil. (US$7,465, (equivalent to approximately HK$58,229,000) has already been paid by the Company to the Bank on 6 November 2014 : 3-month LIBOR plus 0.47% per annum, to be received by the Company from New Medal, payable on a quarterly basis : 5 January 2021, or on an earlier date as instructed by the Company : 10 November 2014 : New Medal will use the Tranche D Loan for the purpose of financing part of its acquisition of Vessel D from Crystal Shipping As disclosed in the Announcement, the consideration of the Total Committed Loan was determined with reference to the face value of the Total Committed Loan and the internal rate of return thereon following the arm s length negotiations between the parties. Principal terms of the First New Loan Agreement: First New Loans Principal amount of the First New Loans Interest rate Maturity date : US$134,484, (equivalent to approximately HK$1,048,976,000) (including the Tranche A Loan and the Tranche B Loan) : 3-month LIBOR plus 0.7% per annum, to be received by the Company from New Joviality and New Wisdom, payable on a quarterly basis : 10 June 2021 (for the Loan A), 16 September 2021 (for the Loan B) Availability drawdown for : Upon receipt of relevant required documents by the lenders under the First New Loan Agreement and on a date not later than the Delivery Date of Vessel A and Vessel B, each of which is expected to be in early December 2014 and mid November 2014, respectively Security of the First New Loans : Vessel A (effective upon the relevant Delivery Date expected to be in early December 2014); Vessel B (effective upon the relevant Delivery Date in mid November 2014) and Additional Vessel (effective 5

6 upon the relevant Delivery Date of whichever of Vessel A or Vessel B is the first to be delivered) Purpose of the First New Loans : Each of New Joviality and New Wisdom will use Loan A and Loan B for the purpose of financing its acquisition of Vessel A and Vessel B, respectively The Company will issue a further announcement upon signing of the Second New Loan Agreement. REASONS FOR AND BENEFITS OF THE LOAN PROVISION The Directors consider that the First Loan Provision is expected to generate stable revenue and cashflow streams from the interest income to the Company. In addition, given the New Joviality and New Wisdom are connected persons to the Company, the Company s First Loan Provision to its connected persons lowers counterparty risk from the Company s perspective. The Directors consider that the First Loan Provision is a financial assistance provided by the Company to the New Joviality and New Wisdom and a connected transaction within the meaning of Chapter 14A of the Listing Rules. The Directors (including the independent non-executive Directors) considered that the terms of the Participation Agreement, the transfer certificate as attached to the First New Loan Agreement and the transactions contemplated thereunder are entered into after arm s length negotiation among all relevant parties, are fair and reasonable and in the interests of the Shareholders as a whole. Save for Mr. Li Zhen (who is the Assistant to General President of the Parent Company), none of the Directors has a material interest in the First Loan Provision. Pursuant to the articles of association of the Company, all the executive Directors and non-executive Directors are required to abstain from voting on the relevant Board resolutions to approve the First Loan Provision. INFORMATION OF THE BANK The Bank is an authorized financial institution in Hong Kong. INFORMATION OF NEW JOVIALITY AND NEW WISDOM To the best of the Directors knowledge, information and belief, each of New Joviality and New Wisdom is principally engaged in shipping business. GENERAL INFORMATION OF THE GROUP The Company was incorporated in Hong Kong and the Shares are listed on the Main Board of the Stock Exchange. Our Group is one of China s largest shipping companies in terms of self-owned dry bulk fleet size. The Group owns, manages and operates a modern dry bulk fleet and a container fleet on a worldwide scale. The primary focus and core business of the Group is dry bulk vessel chartering, which involves the chartering of self- 6

7 owned vessels for the transportation of dry bulk cargo, such as iron ore, coal, grain and steel products, along major global trade routes. LISTING RULES IMPLICATIONS Given New Joviality and New Wisdom are wholly-owned subsidiaries of the Joint Venture, which is indirectly owned as to 49% by the Parent Company which is a substantial shareholder of the Company as at the date of this announcement, New Joviality and New Wisdom are connected persons of the Company under the Listing Rules. Accordingly, the First Loan Provision constitutes a connected transaction and financial assistance from the Company to connected persons under the Listing Rules. However, as the applicable percentage ratios (other than the profits ratio) of the First Loan Provision are more than 0.1% but less than 5%, it is exempted from the Shareholders approval requirements under Rule 14A.76(2) of the Listing Rules. DEFINITIONS In this announcement, the following expressions have the following meanings unless the context requires otherwise: Additional Vessel connected person Delivery Date the 297,000 DWT crude oil tanker named New Coral which is registered in the ownership of New Coral Shipping Company Limited ( 凱珊航運有限公司 ), a company which is a wholly-owned subsidiary of the Joint Venture; has the meaning ascribed to it under the Listing Rules; the date on which Vessel A or Vessel B (as the case may be) is delivered by Nappa Shipping or Napoleon Shipping (as the case may be) as sellers, and accepted by New Joviality and New Wisdom (as the case may be) as purchasers; DWT deadweight of a ship expressed in tonnes. This measurement is the total weight of cargo, fuel, fresh water, stores and crew which a ship can carry; First Loan Provision the provision of the First New Loans from the Company to New Joviality and New Wisdom under the First New Loan Agreement; First New Loans comprising Loan A and Loan B; First New Loan Agreement the loan agreement dated 11 November 2014 entered into, among others, New Joviality, New Wisdom and certain syndicate banks including the Bank, pursuant to which New Joviality and New Wisdom agreed to borrow the First New Loans from those 7

8 syndicate banks including the Bank; Joint Venture Loan A China VLCC Company Limited ( 中國能源運輸有限公司 ), a joint venture established in the PRC which is indirectly owned as to 49% by the Parent Company and 51% by an independent third party; the secured loan in the amount of US$69,698,500 (equivalent to approximately HK$543,648,000) being owed by New Joviality to certain syndicate banks including the Bank under the First New Loan Agreement (including the Tranche A Loan); Loan B the secured loan in the amount of US$64,785, (equivalent to approximately HK$505,328,000) being owed by New Wisdom to certain syndicate banks including the Bank under the First New Loan Agreement (including the Tranche B Loan); Loan C Loan D New Borrowers New Founder New Joviality New Loans the secured loan to be owed by New Founder to certain syndicate banks including the Bank under the Second New Loan Agreement (including the Tranche C Loan); the secured loan to be owed by New Medal to certain syndicate banks including the Bank under the Second New Loan Agreement (including the Tranche D Loan); comprising New Joviality, New Wisdom, New Medal and New Founder, which are all whollyowned subsidiaries of the Joint Venture; New Founder Shipping Company Limited ( 凱齊航運有限公司 ), a company incorporated under the laws of Hong Kong and is a wholly-owned subsidiary of the Joint Venture as at the date of this announcement; New Joviality Shipping Company Limited ( 凱慶航運有限公司 ), a company incorporated under the laws of Hong Kong and is a wholly-owned subsidiary of the Joint Venture as at the date of this announcement; comprising the First New Loans and the Second New Loans; 8

9 New Loan Agreements New Medal New Wisdom Parent Company Participation comprising the First New Loan Agreement and Second New Loan Agreement; New Medal Shipping Company Limited ( 凱徽航運有限公司 ), a company incorporated under the laws of Hong Kong and is a wholly-owned subsidiary of the Joint Venture as at the date of this announcement; New Wisdom Shipping Company Limited ( 凱湘航運有限公司 ), a company incorporated under the laws of Hong Kong and is a wholly-owned subsidiary of the Joint Venture as at the date of this announcement; 中國外運長航集團有限公司 (Sinotrans & CSC Holdings Corporation Limited*), a PRC state-owned enterprise which indirectly owns approximately 68.10% of the Company as at the date of this announcement; the participation in the funding of (i) the First New Loans; and (ii) the loan in the amount of US$181,800,000 (equivalent to approximately HK$1,418,040,000) under the loan agreement dated 16 May 2007 entered into between, among others, Agate Shipping and Crystal Shipping as borrowers and certain syndicated banks including the Bank as lenders (which will be replaced by the Second New Loans upon signing of the Second New Loan Agreement) by the Company in an aggregate amount of the Total Committed Loan in accordance with the terms of the Participation Agreements; Second New Loans comprising Loan C and Loan D; Second New Loan Agreement Total Committed Loan the new loan agreement to be entered into, among others, New Medal, New Founder and certain syndicate banks including the Bank, pursuant to which New Medal and New Founder agreed to borrow the Second New Loans from those syndicate banks including the Bank; the loans comprising the Tranche A Loan, the Tranche B Loan, the Tranche C Loan and the Tranche D Loan in an aggregate amount of US$37,750, (equivalent to approximately HK$294,455,000) made by the Bank to the New Borrowers which are the subject of the Participation 9

10 Agreements; Tranche A Loan Tranche B Loan Tranche C Loan Tranche D Loan Vessels Vessel A Vessel B Vessel C Vessel D the loan in the amount of US$10,888, (equivalent to approximately HK$84,930,000) being owed by New Joviality to the Company (previously to the Bank) under the First New Loan Agreement; the loan in the amount of US$10,070, (equivalent to approximately HK$78,548,000) being owed by New Wisdom to the Company (previously to the Bank) under the First New Loan Agreement; the loan in the amount of US$8,308, (equivalent to approximately HK$64,807,000) to be owed by New Founder to the Company (previously to the Bank) under the Second New Loan Agreement; the loan in the amount of US$8,483, (equivalent to approximately HK$66,169,000) to be owed by New Medal to the Company (previously to the Bank) under the Second New Loan Agreement; comprising two the 297,000 DWT crude oil tankers and two 316,000 DWT VLCCs which were owned by the Borrowers; the 316,000 DWT VLCC named MV Yangtze Star (Builder s Hull No. H1182) which is registered in the ownership of Nappa Shipping; the 316,000 DWT VLCC named MV Yangtze Crown (Builder s Hull No. H1183) which is registered in the ownership of Napoleon Shipping; the 297,000 DWT crude oil tanker (Builder s Hull No. H2388) which is registered in the ownership of Agate Shipping; and the 297,000 DWT crude oil tanker (Builder s Hull No. H2389) which is registered in the ownership of Crystal Shipping. By order of the Board Sinotrans Shipping Limited HUEN Po Wah Company Secretary Hong Kong, 12 November

11 * For identification purpose only As at the date of this announcement, the executive Directors are Mr. Li Hua and Ms. Feng Guoying; the non-executive Directors are Mr. Li Zhen (Chairman) and Mr. Tian Zhongshan; and the independent non-executive Directors are Mr. Tsang Hing Lun, Mr. Lee Peter Yip Wah and Mr. Zhou Qifang. 11