TIDMCBI
RNS Number : 4458N
China Biodiesel International Hold
11 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION
For immediate release
11 June 2010
China Biodiesel International Holding Co., Ltd.
("China Biodiesel" or the
"Company")
Delisting and Tender Offer
1. Introduction and summary
China Biodiesel (AIM:CBI), one of China's leading renewable energy companies,
focused on research and development, production, and marketing of biodiesel as a
substitute for diesel or petrochemical materials, announces that it will today
be publishing a circular to Shareholders (the "Circular") proposing the
following:
(a) the purchase by Evolution Securities of Ordinary Shares in the Company at
16.5 pence per Ordinary Share by way of a Tender Offer;
(b) the buyback by the Company as an on-market purchase of the Ordinary Shares
purchased by Evolution Securities pursuant to the Tender Offer; and
(c) the cancellation of admission of its Ordinary Shares to trading on AIM.
The Circular will be available on the Company's website shortly at
www.chinabiodiesel.cn. Terms defined in the Circular have the same meanings in
this announcement.
2. Background to and reasons for the Proposals
The share price performance of the Company has recently been disappointing and a
source of frustration for the Board. The Directors believe that the development
of the business and its growth potential has not been adequately reflected in
the value attributed by the public market to the Ordinary Shares. The Directors
believe that the reasons for this under-valuation are multiple and complex, but
principally include a lack of liquidity (common to many small cap companies)
impacted by the structure of the Company's share register and also a lack of
interest in Chinese small cap companies. After careful consideration, the
Directors have therefore concluded that it is in the best interests of the
Company and Shareholders if the Company's admission to trading on AIM is
cancelled.
Your Board has therefore concluded that the costs and regulatory requirements
associated with maintaining admission to AIM are a significant burden on the
Company's financial resources and outweigh the benefits gained from maintaining
admission. The costs involved with maintaining admission include fees paid to
the Company's nominated adviser and Registrars, annual fees paid to the London
Stock Exchange, costs relating to public announcements, fees and expenses of
Directors and fees and expenses of accountants and lawyers engaged to provide
services in connection with the Ordinary Shares being traded on AIM.
Therefore, your Board believes that the costs of the Company's current admission
to AIM outweigh the benefits and that, accordingly, it would be in the best
interests of the Company and Shareholders as a whole if the Company's admission
to trading on AIM was cancelled. The Company will submit a notice to cancel its
admission to trading on AIM shortly after the Extraordinary General Meeting
(assuming that the relevant Resolution is passed).
The principal effect of the Delisting is that Shareholders will no longer be
able to buy and sell Ordinary Shares through a public stock market and
consequently that liquidity in the Ordinary Shares will be very limited. It is
for this reason that the Tender Offer is being made, further details of which
are set out in paragraph 4 below.
3. The Delisting
Your Board has concluded that it would be in the best interests of the Company
to cancel trading in the Ordinary Shares on AIM. Should the Delisting be
approved, the Company intends to act in a manner befitting a company whose
shares no longer trade through a public market. Those that remain Shareholders
after the Delisting will need to be aware of the implications of this.
The principal effects that the Delisting would have on Shareholders are as
follows:
· there will no longer be a formal market mechanism enabling the
Shareholders to trade their Ordinary Shares through the AIM market. The
Company's Depositary Interest and CREST facility will be cancelled and the
volume of trading in the Ordinary Shares is likely to be severely reduced;
· the Company will not be bound to announce material events, nor announce
interim or final results; and
· the Company will no longer be required to comply with any of the
corporate governance requirements for companies traded on AIM.
Upon the successful completion of the Delisting, the Depositary Interest
facility will no longer be available, and Depositary Interests will be cancelled
in accordance with the terms of the Deed Poll. It is therefore proposed to
cancel the Depositary Interest facility for Depositary Interest Holders shortly
following the Delisting. Following this time, Ordinary Shares will only be
capable of being held and transferred in certificated form.
Following the Delisting, as the Ordinary Shares will no longer be traded on a
public market, the Company intends to use reasonable endeavours to facilitate
introductions and communication among any remaining Shareholders who wish to
sell their Ordinary Shares and those persons who wish to purchase Ordinary
Shares. To do this Shareholders or persons wishing to acquire Ordinary Shares
will be able to leave an indication with the Company that they are prepared to
buy and sell Ordinary Shares at a specified price. In the event that the Company
is able to match that order with an opposite sell or buy instruction, the
Company would contact both parties to effect the order. In carrying out such
activities, the Company will take no responsibility to match-up Shareholders
wishing to sell and purchase Ordinary Shares, and no responsibility in respect
of the time frame in which introductions or communications (if any) are made.
The contact details of the Company are set out on the Company's website,
www.chinabiodiesel.cn.
Under the AIM Rules for Companies, the Delisting can only be effected by the
Company after the passing of a resolution approved by at least 75 per cent. of
the votes cast by Shareholders (present in person or by proxy) in a general
meeting, and the expiration of a period of 20 Business Days from the date on
which notice of the Delisting is given. In addition, a period of at least five
Business Days following approval of the Delisting is required before the
Delisting may be put into effect.
The first resolution contained in the Notice of EGM seeks Shareholders' approval
for the Delisting by way of a special resolution. The Company has received
irrevocable undertakings from certain Directors and senior management holding,
in aggregate, 34,383,285 Ordinary Shares, representing 75.71 per cent. of the
Existing Issued Shares, to vote in favour, or procure that their Ordinary Shares
are voted in favour, of the Delisting.
Those Directors and senior management who have given irrevocable undertakings to
vote in favour, or procure that their Ordinary Shares are voted in favour, of
the Delisting are set out below:
+------------------------------------+------------+------------+
| Shareholder | Number | Percentage |
| | of | of |
| | Ordinary | Existing |
| | Shares | Issued |
| | | Shares (%) |
| | | |
+------------------------------------+------------+------------+
| Huodong Ye | 33,772,785 | 74.37% |
+------------------------------------+------------+------------+
| Gloria (Zhengling) He | 265,000 | 0.58% |
+------------------------------------+------------+------------+
| James (Gaoxiang) Wang | 345,500 | 0.76% |
+------------------------------------+------------+------------+
Assuming that Shareholders approve this resolution, it is proposed that the
Delisting would take place on 15 July 2010.
Shareholders should note that there is no minimum acceptance level which must be
reached under the Tender Offer to prevent the Board from continuing with the
Delisting.
4. Tender Offer
The Board considers that the Tender Offer:
· provides an opportunity for Tender Offer Shareholders to tender their
Ordinary Shares prior to the Delisting;
· allows Tender Offer Shareholders the opportunity to dispose of Ordinary
Shares efficiently, free of dealing costs and stamp duty (which will be borne by
the Company); and
· provides a return of cash now, compared to the alternative of solely
being exposed to the financial risks of the ongoing operations of the Company.
The Tender Offer Price represents:
· a premium of 50.0 per cent. to the closing price of 11.0 pence per
Ordinary Share on 10 June 2010, being the last business day prior to the Company
announcing the Tender Offer;
· a premium of 49.3 per cent. to the average closing price of 11.1 pence
per Ordinary Share over the three month period ending 10 June 2010 being the
last business day prior to the Company announcing the Tender Offer; and
· a premium of 64.7 per cent. to the average closing price of 10.0 pence
per Ordinary Share over the six month period ending 10 June 2010 being the last
business day prior to the Company announcing the Tender Offer.
In light of the limited trading volumes in the Ordinary Shares and the proposed
Delisting which will reduce trading opportunities further, the Directors believe
that the Tender Offer provides Shareholders with an opportunity to sell their
Ordinary Shares which might not otherwise have been available in current market
conditions.
Details on the Tender Offer
The Tender Offer is to be effected by Evolution Securities offering to purchase
the Tender Offer Shares as principal and then selling such Tender Offer Shares
on the London Stock Exchange to the Company for cancellation at the same price
pursuant to the Repurchase Agreement subject, inter alia, to the Repurchase
being approved by Shareholders.
The Tender Offer is also conditional upon certain solvency conditions relating
to the Company, as set out in paragraph 16 of the "Terms and Conditions of the
Tender Offer" in Part 3 of the Circular.
Ordinary Shares purchased by Evolution Securities pursuant to the Tender Offer
will be acquired with full title guarantee, free of all liens, charges,
restrictions, claims, equitable interests and encumbrances and together with all
rights attaching to them.
The Tender Offer will be open to all Certificated Shareholders on the Company's
share register and Depositary Interest Holders on the Tender Offer Record Date.
Certificated Shareholders and Depositary Interest Holders may participate in the
Tender Offer in respect of all, but not part only, of their registered holdings
of Ordinary Shares, registered in their name on the Tender Offer Record Date.
The Ordinary Shares purchased under the Tender Offer will then be cancelled once
purchased by the Company pursuant to the terms of the Repurchase Agreement.
The Company and Evolution Securities have received irrevocable undertakings from
the following Directors and senior management that they will not accept or will
procure the non-acceptance of the Tender Offer in respect of their holding of
Ordinary Shares:
+------------------------------------+------------+------------+
| Shareholder | Number | Percentage |
| | of | of |
| | Ordinary | Existing |
| | Shares | Issued |
| | | Shares (%) |
| | | |
+------------------------------------+------------+------------+
| Huodong Ye | 33,772,785 | 74.37% |
+------------------------------------+------------+------------+
| Gloria (Zhengling) He | 265,000 | 0.58% |
+------------------------------------+------------+------------+
| James (Gaoxiang) Wang | 345,500 | 0.76% |
+------------------------------------+------------+------------+
Accordingly, the maximum number of Ordinary Shares which may be purchased in the
Tender Offer is
11,028,480 Ordinary Shares, representing 24.29 per cent. of the Existing Issued
Shares.
Further details of the Tender Offer are set out in Part 3 of the Circular.
5. Repurchase
In contrast to the position for companies registered in England and Wales, under
BVI law, shareholder approval is not generally required for a company to buy
back its own shares. A BVI company such as the Company is able to buy back its
own shares provided its directors are so authorised in its memorandum of
association or its articles of association, but only from surplus and provided
the directors determine that immediately following the purchase the company will
be able to pay its liabilities as they become due in the ordinary course of its
business and the realisable value of the assets of the Company will not be less
than the sum of its liabilities other than deferred taxes, as shown in the books
of the account, and its capital. The Articles require a repurchase of shares to
be authorised by the members. In this instance, the Directors were granted a
limited authority from Shareholders at the Annual General Meeting in accordance
with the Articles to effect market purchases of its own shares, but this is
insufficient to effect the Tender Offer and, accordingly, your Board has
resolved to seek Shareholders' authority to effect the buy back of the Ordinary
Shares purchased by Evolution Securities following the closing of the Tender
Offer. The Directors have determined that the Company has sufficient surplus
from which to fund the Repurchase, that following the Repurchase the Company
will be able to satisfy its liabilities as they fall due in the ordinary course
of its business and that the realisable value of the assets of the Company will
not be less than the sum of its total liabilities other than deferred taxed as
shown in the books of account, and its capital.
The second resolution contained in the Notice of EGM seeks Shareholders'
approval for the Repurchase by way of an ordinary resolution. The Company and
Evolution Securities have received irrevocable undertakings from the following
Directors and senior management that they will vote in favour, or procure that
their Ordinary Shares are voted in favour, of the Repurchase:
+------------------------------------+------------+------------+
| Shareholder | Number | Percentage |
| | of | of |
| | Ordinary | Existing |
| | Shares | Issued |
| | | Shares (%) |
| | | |
+------------------------------------+------------+------------+
| Huodong Ye | 33,772,785 | 74.37% |
+------------------------------------+------------+------------+
| Gloria (Zhengling) He | 265,000 | 0.58% |
+------------------------------------+------------+------------+
| James (Gaoxiang) Wang | 345,500 | 0.76% |
+------------------------------------+------------+------------+
Under the terms of the Repurchase Agreement, the Company has agreed to purchase
from Evolution Securities such number of Ordinary Shares as Evolution Securities
acquires from Tender Offer Shareholders pursuant to the Tender Offer at a price
per Ordinary Share equal to the Tender Offer Price. The Repurchase Agreement is
conditional, inter alia, upon the Tender Offer becoming unconditional in all
respects (save in respect of any condition relating to the Repurchase Agreement
becoming unconditional) and not being terminated by 30 July 2010. In the event
that the conditions to the Repurchase Agreement are not satisfied by 30 July
2010 (or such date as Evolution Securities shall determine pursuant to the
Repurchase Agreement), the Repurchase Agreement shall terminate.
Subject to satisfaction of these conditions, completion of the Repurchase
Agreement shall take place on 14 July 2010. On completion of the Repurchase
Agreement, the Company will acquire such title in the Ordinary Shares as
Evolution Securities acquired in those Ordinary Shares purchased from Tender
Offer Shareholders pursuant to the Tender Offer.
The Company has given certain warranties in favour of Evolution Securities (such
warranties were given on the date the agreement was entered into and will be
repeated immediately prior to completion of the Repurchase). In the event that
these warranties are breached prior to completion Evolution Securities has the
right to terminate the Repurchase Agreement.
The Company has also entered into an escrow account instruction letter pursuant
to which the amount payable to the Shareholders participating in the Tender
Offer and certain costs and expenses which has been deposited into the escrow
account by the Company and will be released to Evolution Securities in
satisfaction of the Company's obligation to make payment for the Ordinary Shares
to be purchased from Evolution Securities under the terms of the Repurchase
Agreement.
6. Dividend
On 19 April 2010, the Company announced a final dividend of RMB0.0253 per
Ordinary Share for the year ended 31 December 2009, which was approved by
Shareholders at the Company's Annual General Meeting on 2 June 2010.
For simplicity, the Company has determined to align the record and payment dates
for both the Tender Offer and the final dividend for the year ended 31 December
2009. Accordingly, the record date and payment date for the dividend for the
year ended 31 December 2009 have been changed from 18 June 2010 and 5 July 2010
to 23 June 2010 and 14 July 2010, respectively, to align them with those of the
Tender Offer. Whether or not Shareholders tender their Ordinary Shares under the
Tender Offer, they will still be eligible for the dividend.
As announced on 2 June 2010, Mr Ye, Executive Chairman of the Company and
beneficial owner of 33,772,785 shares (or 74.37 per cent. of the Existing Issued
Share Capital), has opted not to take up his dividend entitlement.
7. Current Trading of the Company
In order to assist shareholders in assessing the Proposals, the Directors
believe it is appropriate to provide a trading update for the year to date.
As set out in the preliminary results of the Company for the year ended 31
December 2009 published on 19 April 2010, the Company experienced a strong
recovery in trading during the second half of 2009. This recovery has continued
into 2010 with increased sales volumes and higher year on year margin
performance.
Management expectations however remain cautious on the outlook of the Company
due to its reliance on government grants, exposure to raw material price change
and the overall global economic outlook which, as demonstrated in 2009, has a
large impact on biodiesel demand.
8. Expected Timetable of Events
+----------------------------------------+------------------+
| Tender Offer commences | 11 June 2010 |
| | |
+----------------------------------------+------------------+
| Tender Offer Record Date and record | close of |
| date for the final dividend for the | business on 23 |
| year ended 31 December 2009 | June 2010 |
| | |
+----------------------------------------+------------------+
| Transfer to escrow account of tendered | 1.00 p.m. on 23 |
| Depositary Interests settled by | June 2010 |
| | |
+----------------------------------------+------------------+
| Latest time and date for receipt of | 1.00 p.m. on 25 |
| Tender Forms from Certificated Holders | June 2010 |
| | |
+----------------------------------------+------------------+
| Announcement of take-up level under | 28 June 2010 |
| the Tender Offer | |
| | |
+----------------------------------------+------------------+
| Latest time and date for receipt of | 9.00 a.m. on 1 |
| Forms of Instruction for the | July 2010 |
| Extraordinary General Meeting | |
| | |
+----------------------------------------+------------------+
| Latest time and date for receipt of | 9.00 a.m. on 4 |
| Forms of Proxy for the Extraordinary | July 2010 |
| General Meeting | |
| | |
+----------------------------------------+------------------+
| Extraordinary General Meeting | 9.00 a.m. on 6 |
| | July 2010 |
| | |
+----------------------------------------+------------------+
| Purchase of Tender Offer Shares under | 14 July 2010 |
| the Tender Offer and completion of the | |
| Repurchase from Evolution | |
| | |
+----------------------------------------+------------------+
| CREST accounts credited with, and | 14 July 2010 |
| despatch of cheques for, Tender Offer | |
| proceeds and the final dividend for | |
| the year ended 31 December 2009 | |
| | |
+----------------------------------------+------------------+
| Cancellation of admission of Ordinary | 7.00 a.m. on 15 |
| Shares to trading on AIM | July 2010 |
| | |
+----------------------------------------+------------------+
| Cancellation of Depositary Interest | 23 July 2010 |
| facility and Despatch of share | |
| certificates to those holders of | |
| Depositary Interests on the date of | |
| the cancellation of the Depositary | |
| Interest facility | |
| | |
+----------------------------------------+------------------+
All times stated in this expected timetable of events are London times, unless
otherwise stated. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement through a
Regulatory Information Service.
A telephone helpline has been established on 0870 707 4040 or, if calling from
outside the United Kingdom, on +44 870 707 4040 to assist with enquiries from
Shareholders.
The helpline will be available between 9.00 a.m. and 5.00 p.m., Monday to
Friday. The helpline is not able to advise on the merits of the Tender Offer nor
to give financial, legal or tax advice.
For further information
Gloria He, CFO: +86 (592) 7191103
James Wang, Company Secretary: +86 (592)
7191109
Chris Clarke or Bobbie Hilliam
Evolution Securities: +44 (0) 20 7071 4300
General
Evolution Securities Limited ("Evolution Securities") is nominated adviser and
broker to the Company for the purpose of the AIM Rules for Companies. Evolution
Securities, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company in relation
to the Proposals. Evolution Securities is not acting for any other person in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of Evolution Securities or for giving advice in relation to
the matters referred to in this announcement.
This announcement has been issued by the Company and is the sole responsibility
of the Company. This announcement has not been approved by Evolution Securities
for the purposes of section 21 of the Financial Services and Markets Act 2000
(as amended).
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities or any offer or invitation to sell or issue, or any solicitation
of any offer to purchase or subscribe for, such securities by any person in any
circumstances, and in any jurisdiction, in which such offer or solicitation is
unlawful. Accordingly, copies of this announcement are not being and must not
be mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, any United
States, Canadian, Australian or Japanese person and any person receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not distribute or send it in or into or from the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the Directors'
current intentions, beliefs or expectations concerning, among other things, the
Company's results of operations, financial condition, liquidity, prospects,
growth, strategies and the Company's markets. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and
circumstances. Actual results and developments could differ materially from
those expressed or implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements in this announcement are based on certain factors and
assumptions, including the Directors' current view with respect to future events
and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors consider these
assumptions to be reasonable based upon information currently available, they
may prove to be incorrect. Save as required by law or by the AIM Rules for
Companies, the Company undertakes no obligation to publicly release the results
of any revisions to any forward-looking statements in this announcement that may
occur due to any change in the Directors' expectations or to reflect events or
circumstances after the date of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCURAWRRKANAAR
China Biodiesel (LSE:CBI)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
China Biodiesel (LSE:CBI)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024