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Brockman Mining Limited 布萊克萬礦業有限公司

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Brockman Mining Limited 布萊克萬礦業有限公司 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Brockman Mining Limited, you should at once hand this circular, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. BROCKMAN MINING LIMITED 布 萊 克 萬 礦 業 有 限 公 司 * (incorporated in Bermuda with limited liability) (SEHK stock code: 159) (ASX stock code: BCK) MAJOR AND CONNECTED TRANSACTION – DISPOSAL OF SUBSIDIARIES ENGAGING IN LIMOUSINE BUSINESS CONNECTED TRANSACTION – GUARANTEE FOR A CONNECTED PERSON Financial Adviser REORIENT Financial Markets Limited Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 5 to 15 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the Disposal (as defined herein) is set out on page 16 of this circular. A letter from Nuada Limited containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Disposal (as defined herein) is set out on pages 17 to 35 of this circular. A notice convening a special general meeting of the Company to be held at Suites 3812-13, 38/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong on Thursday, 9 January 2014 at 10:00 a.m. is set out on pages 46 to 48 of this circular. Whether or not you intend to attend and vote at the special general meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed form of proxy in accordance with the instructions printed thereon. If your shares in the Company are recorded under the Company’s Hong Kong branch registrar or the Company’s Bermuda principal registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form. If your shares in the Company are recorded under the Company’s Australia branch registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjourned meeting should you so wish. * for identification purpose only 25 November 2013 Contents Page DEFINITIONS .................................................... 1 LETTER FROM THE BOARD ....................................... 5 LETTER from the Independent Board Committee . 16 LETTER from NUADA Limited . 17 APPENDIX — GENERAL INFORMATION . 36 NOTICE OF SGM ................................................. 46 — i — Definitions In this circular, unless the context requires otherwise, the following terms shall have the following meanings: “A$” Australian dollar “Acquisition” the acquisition of the remaining 10% interest in the Group’s copper mine business in the PRC carried out by Luchun Xingtai Mining Co., Ltd (a 90% owned subsidiary of the Company) by Smart Year as detailed in the Company’s announcement dated 24 October 2013 “Assignment Debt” the total amount of the principal, interest (if any) and other sums and indebtedness due, owing or payable to the Company by Perryville as at the Disposal Completion Date “associate(s)” has the meaning ascribed to it in the Listing Rules “ASX” ASX Limited (trading as the Australian Securities Exchange) “Board” the board of Directors “Business Day” a day (not being a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours “Company” Brockman Mining Limited, the shares of which are dually listed on the Stock Exchange and ASX “connected person(s)” has the meaning ascribed to it in the Listing Rules “Counter Indemnity” the counter indemnity to be provided by Mr. Leung to the Company under the Deed of Counter Indemnity in respect of the Guarantee “Deed of Counter the deed to be entered into between Mr. Leung and the Indemnity” Company upon the Disposal Completion in respect of the Counter Indemnity “Director(s)” the director(s) of the Company — 1 — Definitions “Disposal” the disposal of the Sale Shares and the Assignment Debt by the Company to Mr. Leung pursuant to the Sale and Purchase Agreement “Disposal Completion” the completion of the Disposal “Disposal Completion Date” the Business Day immediately following the day on which the last of the conditions precedent under the Sale and Purchase Agreement is fulfilled or waived (or such later date as the parties to the Sale and Purchase Agreement may agree in writing prior to the Disposal Completion) “Facility” the banking facility of up to HK$12 million made available by a bank in Hong Kong to Parklane Limousine under the Facility Letter “Facility Letter” the facility letter entered into between Parklane Limousine and a bank in Hong Kong on 20 July 2009 in which the lending bank has agreed to make available to Parklane Limousine a banking facility of up to HK$12 million subject to the terms and conditions set out in the Facility Letter “Guarantee” the corporate guarantee given by the Company in favour of a bank in Hong Kong in respect of the banking facilities extended to Parklane Limousine for the amount of HK$12 million “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “IFRS” International Financial Reporting Standards “Independent Board the independent board committee to be established by the Committee” Company to consider the Sale and Purchase Agreement and the transactions contemplated thereunder — 2 — Definitions “Independent Shareholders” holders of Shares other than Mr. Leung, the Vendor and their respective associates (if they hold any Shares) “Latest Practicable Date” 18 November 2013, being the latest practicable date prior to printing of this circular for ascertaining certain information in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Long Stop Date” 28 February 2014 “Mr. Leung” Mr. Leung Chi Yan, Danny, the director of Perryville “Parklane Limousine” Parklane Limousine HK, a wholly-owned subsidiary of the Company prior to the Disposal Completion “Perryville” Perryville Group Limited “Perryville Group” Perryville and its subsidiaries “PRC” the People’s Republic of China “Sale and Purchase the agreement entered into between the Company and Agreement” Mr. Leung dated 24 October 2013 regarding the Disposal “Sale Shares” the entire equity interest in Perryville Group “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” the special general meeting to be convened and held by the Company to approve the Disposal and the Guarantee “Shares” ordinary shares of HK$0.01 each in the share capital of the Company “Share Charge Deed” the deed to be entered into between Mr. Leung and the Company upon the Disposal Completion in relation to the charge to the Company the entire issued shares of Perryville — 3 — Definitions “Shareholder(s)” holder(s) of the Share(s) “Shareholder’s Loan” the outstanding amount owed and payable by the Perryville Group to the Company in the total amount of HK$10,321,000 as at 30 June 2013 “Smart Year” Smart Year Investments Limited, a company incorporated in the BVI and a wholly-owned subsidiary of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Zhang Li, a director of Luchun Xingtai Mining Co., Ltd, a 90% owned subsidiary of the Company which is the subject of the Acquisition and the completion of the Acquisition is conditional upon the Disposal Completion “%” per cent. — 4 — LETTER FROM THE BOARD BROCKMAN MINING LIMITED 布 萊 克 萬 礦 業 有 限 公 司 * (incorporated in Bermuda with limited liability) (SEHK stock code: 159) (ASX stock code: BCK) Non-Executive Directors: Registered office: Mr. Kwai Sze Hoi (Chairman) Clarendon House Mr. Liu Zhengui (Vice Chairman) 2 Church Street Mr. Ross Stewart Norgard Hamilton HM11 Bermuda Executive Directors: Mr. Luk Kin Peter Joseph (Chief Executive Officer) Head office and principal office of Mr. Chan Kam Kwan, Jason business in Hong Kong: Mr. Warren Talbot Beckwith Suites 3812-13 38/F Two International Finance Independent Non-Executive Directors: Centre Mr. Lau Kwok Kuen, Eddie 8 Finance Street Mr. Uwe Henke Von Parpart Central Mr. Yip Kwok Cheung, Danny Hong Kong 25 November 2013 To the Shareholders Dear Sirs, MAJOR AND CONNECTED TRANSACTION – DISPOSAL OF SUBSIDIARIES ENGAGING IN LIMOUSINE BUSINESS CONNECTED TRANSACTION – GUARANTEE FOR A CONNECTED PERSON INTRODUCTION The Board announces that on 24 October 2013, the Company and Mr. Leung entered into the Sale and Purchase Agreement pursuant to which the Company agreed to sell and Mr. Leung agreed to purchase the Sale Shares and the Assignment Debt at a consideration of HK$45 million.
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