The unlikely sale of CGH shares....16 Jan 2015 15:25
The Independent Fortune Oil Directors believe there is a material difference between the net realisable
value and the gross market value of its China Gas Holdings Shares. This is largely due to the limitations
on Fortune Oil being able to dispose of the China Gas Holdings Shares held by China Gas Group. Such
disposal of China Gas Holdings Shares would only be permitted in a limited number of circumstances
and, in respect of a number of such China Gas Holdings Shares, such shares are subject to the consent
of a third party. In addition, a material portion of the proceeds of the sale of the China Gas Holdings
Shares held by China Gas Group would likely be offset in order to repay borrowings in China Gas
Group.
For the reasons outlined above and in paragraph 6 of Part 2 (Explanatory Statement) of this document,
the Independent Fortune Oil Directors believe that a sale of some or all of the China Gas Holdings
Shares is unlikely. The Independent Fortune Oil Directors are nevertheless mindful of the possibility,
however remote, that Fortune Oil’s holding of China Gas Holdings Shares may be sold by the Fortune
Oil Group following the completion of the Acquisition. Therefore, in order to protect the interests of
Fortune Oil Shareholders should this occur, the Independent Fortune Oil Directors have secured an
arrangement whereby, pursuant to the terms of the Acquisition, Scheme Shareholders (other than
Restricted Overseas Shareholders) will receive (in addition to 10 pence in cash for each Scheme
Share) one CVR for each Scheme Share that they hold at the Reorganisation Record Time. Although
the Independent Fortune Oil Directors believe that a sale by the Fortune Oil Group and China Gas
Group of a material proportion of their current holding of China Gas Holdings Shares is unlikely, the
CVRs are intended to enable Scheme Shareholders to share in the proceeds of such sale, if certain
conditions and thresholds are met.