CSSC (Hong Kong) Shipping Company Limited 中國船舶(香港)航運租賃有限公司 (Incorporated in Hong Kong with Limited Liability) (Stock Code: 3877)
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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. CSSC (Hong Kong) Shipping Company Limited 中國船舶(香港)航運租賃有限公司 (Incorporated in Hong Kong with limited liability) (Stock code: 3877) DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ONE VESSEL DISCLOSEABLE TRANSACTIONS IN RELATION TO PROPOSED ACQUISITION OF THREE VESSELS MAJOR TRANSACTIONS IN RELATION TO PROPOSED LEASE OF FOUR VESSELS The Board is pleased to announce that, on 22 November 2019, the Board has approved the following proposed transactions: (i) Fortune VGAS Shipping I as the new buyer, being the Company’s wholly-owned SPV, may enter into the Novation Agreement I with Wideshine Maritime Limited as the original buyer, Jiangnan Shipyard (Group) Co., Ltd. as the builder and Gas Pisces as charterer pursuant to which the rights and obligations of Wideshine Maritime Limited under the Shipbuilding Contract I in relation to the acquisition of the Newbuilding Vessel I are intended to be transferred to Fortune VGAS Shipping I, for an estimated consideration of approximately US$74,780,000, which is equivalent to the shipbuilding price of Newbuilding Vessel I, subject to the terms and conditions of the Novation Agreement I and Shipbuilding Contract I; 1 (ii) Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV (collectively, as the new buyers), being the Company’s wholly-owned SPVs, may enter into the Novation Agreement II, the Novation Agreement III and the Novation Agreement IV, respectively with Sinogas Maritime Limited as the original buyer, China Shipbuilding Trading Company, Limited and Jiangnan Shipyard (Group) Co., Ltd. (collectively, as the builders) and Gas Virgo, Gas Sagittarius and Gas Capricorn (collectively, as the charterers) pursuant to which the rights and obligations of Sinogas Maritime Limited under the Shipbuilding Contract II, the Shipbuilding Contract III and the Shipbuilding Contract IV in relation to the acquisition of the Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV are intended to be transferred to Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV respectively, for an estimated consideration of approximately US$222,000,000, which is equivalent to the aggregate shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding IV, subject to the terms and conditions of the relevant Novation Agreements and Shipbuilding Building Contracts; and (iii) Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV, being the Company’s wholly-owned SPVs, may enter into the Bareboat Charters with the Charterers (each a “Bareboat Charter”), pursuant to which Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV intend to lease the Vessels to the Charterers at a total estimated charterhire to be payable by the Charterers of approximately US$376,691,416 (including estimated lease interest of approximately US$92,964,748). Each of the builders under the Novation Agreements is a wholly-owned subsidiary of CSSC Group, which is an indirect controlling shareholder of the Company holding approximately 74.99% of the issued share capital of the Company, and therefore is a connected person (as defined in the Listing Rules) of the Company. Accordingly, the proposed transactions contemplated under the Novation Agreements constitute a connected transaction of the Company under the Listing Rules (the “Connected Transaction”). 2 As disclosed in the prospectus of the Company dated 28 May 2019, the Stock Exchange has granted to the Company a waiver from strict compliance with the announcement and/or independent shareholders’ approval requirements (as the case may be) under Chapter 14A of the Listing Rules in respect of the continuing connected transaction in relation to the purchase of vessels from CSSC Group and/or its associates, subject to certain conditions. The Directors are of the view that such waiver would apply to the Connected Transaction. Accordingly, the Connected Transaction is exempt from the requirements of announcement and independent shareholders’ approval under Chapter 14A of the Listing Rules. Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the proposed transactions under the Novation Agreement I is more than 5% but less than 25%, the proposed transaction under the Novation Agreement I constitute a discloseable transaction of the Company and is subject to the notification and announcement requirements under Chapter 14 of the Listing Rules but is exempt from the shareholders’ approval requirement. Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the proposed transactions under the Novation Agreement II, Novation Agreement III and Novation Agreement IV, on an aggregated basis, is more than 5% but less than 25%, the proposed transactions under the Novation Agreement II, Novation Agreement III and Novation Agreement IV constitute discloseable transactions of the Company and are subject to the notification and announcement requirements under Chapter 14 of the Listing Rules but are exempt from the shareholders’ approval requirement. Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of the proposed transactions under the Bareboat Charters, on an aggregated basis, is more than 25% but less than 75%, the proposed transactions under the Bareboat Charters constitute major transactions of the Company and are subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. Pursuant to Rule 14.44(2) of the Listing Rules, CSSC International, which holds more than 50% of the total issued share capital of the Company, will give its written approval for the Bareboat Charters in lieu of holding a shareholders’ meeting. Accordingly, no general meeting will be convened by the Company to approve the proposed transactions under the Bareboat Charters. 3 A circular containing, among other things, the information required under the Listing Rules in relation to the Bareboat Charters will be despatched to the shareholders of the Company within 15 business days after the publication of this announcement i.e. on or before 13 December 2019. The Company intends to execute the Novation Agreements and the Bareboat Charters upon obtaining shareholder’s approval on the proposed transactions under the Bareboat Charters by way of written shareholder’s approval pursuant to Rule 14.44(2) of the Listing Rules. The Company will make further announcement(s) in respect of the Novation Agreements and the Bareboat Charters as and when appropriate in compliance with the Listing Rules. The Board wishes to emphasise that no binding agreement in relation to the proposed transactions under the Novation Agreements and the Bareboat Charters has been entered into as at the date of this announcement. As such, the proposed transactions may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company. 1. INTRODUCTION The Board is pleased to announce that, on 22 November 2019, the Board has approved the following proposed transactions: (i) Fortune VGAS Shipping I as the new buyer, being the Company’s wholly-owned SPV, may enter into the Novation Agreement I with Wideshine Maritime Limited as the original buyer, Jiangnan Shipyard (Group) Co., Ltd. as the builder and Gas Pisces as charterer pursuant to which all rights and obligations of Wideshine Maritime Limited under the Shipbuilding Contract I in relation to the acquisition of the Newbuilding Vessel I are intended to be transferred to Fortune VGAS Shipping I, for an estimated consideration of approximately US$74,780,000, which is equivalent to the shipbuilding price of Newbuilding Vessel I, subject to the terms and conditions of the Novation Agreement I and Shipbuilding Contract I; 4 (ii) Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV (collectively, as the new buyers), being the Company’s wholly-owned SPVs, may enter into the Novation Agreement II, the Novation Agreement III and the Novation Agreement IV, respectively with Sinogas Maritime Limited as the original buyer, China Shipbuilding Trading Company, Limited and Jiangnan Shipyard (Group) Co., Ltd. (collectively, as the builders) and Gas Virgo, Gas Sagittarius and Gas Capricorn (collectively, as the charterers) pursuant to which all rights and obligations of Sinogas Maritime Limited under the Shipbuilding Contract II, the Shipbuilding Contract III and the Shipbuilding Contract IV in relation to the acquisition of the Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV are intended to be transferred to Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV respectively, for an estimated consideration of approximately US$222,000,000, which is equivalent to the aggregate shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV, subject to the terms and conditions of the relevant Novation Agreements and Shipbuilding Contracts; and