BEIJING ENTERPRISES HOLDINGS LIMITED 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.
(Incorporated in Hong Kong with limited liability)
(Stock Code: 392)The Board is pleased to announce that Beijing Gas and Blue Sky have entered into the Teng County Agreement, the Share Subscription Agreement and the CB Subscription Agreement. The disclosures of the aforementioned agreements made in this announcement are made by the Company on a voluntary basis.
On 5 January 2016, Beijing Gas and Blue Sky entered into the Teng County Agreement, pursuant to which Beijing Gas conditionally agreed to sell, and Blue Sky conditionally agreed to acquire, 51% equity interest in the Project Company at a total consideration of HK$152,000,000 to be satisfied by the issuance of 337,777,778 Consideration Shares at an issue price of HK$0.45 per share.
The Consideration Shares represent (i) approximately 5.54% of the existing issued share capital of Blue Sky as at the date of this announcement; and (ii) approximately 5.25% of the enlarged issued share capital of Blue Sky upon completion of the Teng County Agreement.
The Project Company was established in the PRC in August 2014 with a registered share capital of RMB30,000,000. Its principal business is the distribution of natural gas to the industrial parks, residential users and commercial users in the areas of Teng County（ 藤縣）of Guangxi Province in the PRC. As at the date of this announcement, Beijing Gas directly holds
a 51% equity interest in the Project Company.
On 5 January 2016, Beijing Gas and Blue Sky entered into the Share Subscription Agreement, pursuant to which Beijing Gas conditionally agreed to subscribe and pay for 2,155,555,555 Subscription Shares at the subscription price of HK$0.45 per share.
The aggregate of 2,155,555,555 Subscription Shares to be issued pursuant to the Share Subscription Agreement represent approximately 35.34% of the total issued shares of Blue Sky as at the date of this announcement; and approximately 26.11% of the total issued shares of Blue Sky as enlarged by the allotment and issue of the Subscription Shares (assuming that there is no change in the issued share capital of Blue Sky after the date of this announcement and before Closing).
On 5 January 2016, Beijing Gas and Blue Sky entered into the CB Subscription Agreement, pursuant to which Beijing Gas or its designated wholly-owned subsidiary conditionally agreed to subscribe, and Blue Sky conditionally agreed to issue the Convertible Bonds of an aggregate principal amount of HK$350,000,000 at an initial conversion price of HK$0.45 per share (the initial conversion price is subject to adjustment in accordance with the conditions under the CB Subscription Agreement).
Based on the initial conversion price of HK$0.45 per Conversion Share and assuming full conversion of the Convertible Bond, a maximum number of 777,777,777 Conversion Shares will be allotted and issued by Blue Sky, representing approximately 12.75% of the existing issued share capital of Blue Sky as at the date of this announcement; and 11.31% of the issued share capital of Blue Sky as enlarged by the issue of Conversion Shares (assuming that there is no change in the issued share capital of Blue Sky after the date of this announcement and before Closing).
INTERESTS IN BLUE SKYAccording to the Share Subscription Agreement and the CB Subscription Agreement, after allotment of the 2,155,555,555 Subscription Shares in full and conversion of the 777,777,777 Conversion Shares in full, Beijing Gas would be beneficially interested in 2,933,333,332 shares of Blue Sky, representing approximately 32.47% of the issued share capital of Blue Sky as enlarged by the issue of the Subscription Shares and the Conversion Shares (assuming that there is no change in the issued share capital of Blue Sky after the date of this announcement and before Closing).
According to the Teng County Agreement, Blue Sky shall issue and allot a total of 337,777,778 new shares of Blue Sky (at an issue price of HK$0.45 per share) being the Consideration Shares to Beijing Gas on completion of the transactions contemplated under the Teng County Agreement. If the transactions contemplated under the Teng County Agreement consummate and the Consideration Shares are issued, then (i) the total number of issued shares of Blue Sky would become 9,370,751,983 shares; and (ii) the number of shares, and the total shareholding percentage, in which Beijing Gas would be beneficially interested in Blue Sky, would be increased by 337,777,778 shares and approximately 2.44%, respectively.
The Directors are of the view that the Teng County Agreement, the Share Subscription Agreement and the CB Subscription Agreement represent a valuable opportunity for the Group to participate in the development of existing natural gas projects of Blue Sky.
In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
"Beijing Gas" Beijing Gas Group Co., Ltd.（ 北京市燃氣集團有限責任公 司）, a limited liability company established in the PRC and is indirectly owned as to 100% by the Company
"Blue Sky" Blue Sky Power Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 6828) and secondary listed on the Singapore Exchange Securities Trading Limited (Stock Code: UQ7)
"Board" board of Directors
"CB Subscription Agreement"
the conditional subscription agreement dated 5 January 2016 entered into between Blue Sky and Beijing Gas relating to the subscription of the Convertible Bond by Beijing Gas or its designated wholly-owned subsidiary and the issue of the Convertible Bond by Blue Sky
"Closing" completion of the Share Subscription and subscription for the Convertible Bond in accordance with the terms of the Share Subscription Agreement and the CB Subscription Agreement
"Company" Beijing Enterprises Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 392)
"Consideration Share(s)" a total of 337,777,778 new shares of Blue Sky (at an issue
price of HK$0.45 per share) to be issued to the designated wholly-owned subsidiary of Beijing Gas upon completion of the Teng County Agreement
BEHL - Beijing Enterprises Holdings Ltd. issued this content on 2016-01-06 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-06 14:43:52 UTC
Original Document: http://file.irasia.com/listco/hk/behl/announcement/a160106.pdf
