HONG KONG, Jan 18, 2012 - (ACN Newswire) - CHIHO-TIANDE Group Limited ('Chiho-Tiande' or the 'Company', together with its subsidiaries, 'the Group', HKSE:976) announced that the Company's Chairman Mr. Fang Ankong, through HWH, together with Delco have executed the Share Sale and Purchase Agreement, to sell an aggregate of 166,696,754 Shares, representing approximately 16% of the existing issued share capital of the Company to Sims Metal Management Dragon Holdings Limited (Sims), a Hong Kong subsidiary of Sims Metal Management Limited (SMM), at the total consideration of HK$750,135,393 (representing HK$4.50 per Sale Share). Delco has irrevocably granted Sims the Option to purchase 20,837,095 Shares, representing a further 2% of the existing issued share capital of the Company, at HK$6.00 per Option Share on the terms and subject to the conditions set out in the Share Sale and Purchase Agreement.
In addition, in order to support the continuing growth of the Group and subject to the approval of the Independent Shareholders, the Company entered into the Subscription Agreement with HWH, Delco and Sims pursuant to which the Company will issue to Delco, HWH and Sims three-year 4% coupon Convertible Bonds in the aggregate principal amount of HK$815,800,000 with the detachable Warrants in registered form to subscribe for an aggregate of 12,638,441 Shares at the initial exercise price of HK$6.00 per Share for an aggregate principal amount of HK$75,830,646. Assuming full exercise of the Option and full conversion of the Convertible Bonds and the Warrants, Sims is expected to hold not more than approximately 20% of the fully diluted issued share capital of the Company. Daiwa Capital Market is the Company's sole financial adviser for the transaction.
SMM is the world's largest listed metal recycler with ordinary shares listed on the Australian Securities Exchange (ASX: SGM) and American Depositary Receipts listed on the New York Stock Exchange (NYSE: SMS). The core business of SMM, its subsidiaries and its affiliated companies are metals and electronics recycling. During the Fiscal 2011, SMM generated approximately 85 percent of its revenue from operations in North America, the United Kingdom, Continental Europe, New Zealand and Asia.
The Board firmly believes that in view of SMM's global reach and customer network, advanced technologies and solutions in the metals and electronics recycling industry together with its strong global resources with approximately 260 facilities worldwide, the proposed strategic collaboration with SMM will significantly add value and expertise which complements that of the Group, and will considerately enhance the Group's current position for future expansion. The Group further believes that having SMM as a significant minority shareholder of the Group is a strong recognition of the Group's competitiveness and achievements and will significantly enhance the overall reputation and strategic growth of the Group within the metal recycling industry.
Wonderful Sky Financial Group Limited
Katy Chan / Yolanda Wang / Melody Wang / Sharon Lau
Tel: +852 2851 1038
Fax: +852 2815 1352
Email: [email protected] / [email protected] / [email protected] / [email protected]
Source: Chiho-Tiande Group Limited
From the Asia Corporate News Network
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