24 Jun 2016 13:15
Cathay International Holdings Limited
("Cathay", the "Company" or the "Group")
Lansen's intention to subscribe for
the second tranche subscription shares in Haotian
and
the Cross Guarantee Agreement between
Jilin Haizi and Lansen's subsidiaries
Hong Kong, 24 June 2016 - Cathay International Holdings Ltd. (LSE: CTI.L), a leading operator and investor in the growing healthcare sector in the People's Republic of China, today announces that its subsidiary Lansen Pharmaceutical Holdings Ltd ("Lansen") (HKEX: 503), in which the Company has a 50.56% holding, has announced that its direct, wholly owned subsidiary Lansen Pharmaceutical Holdings Ltd (incorporated in the BVI, the "Lansen BVI") intends to subscribe in full for the second tranche of new shares (the "Second Tranche Subscription") in Haotian Holdings Limited ("Haotian"), an indirect wholly owned subsidiary of the Company. The shares to be issued in connection with the Second Tranche Subscription, pursuant to the terms of the subscription agreement announced on 24 March 2016, will represent 13.5% of the issued share capital of Haotian, as enlarged.
Lansen has also announced that Jilin Haizi Bio-Engineering Technology Company Ltd ("Jilin Haizi"), (an indirect wholly owned subsidiary of the Company), Ningbo Liwah Pharmaceutical Company Ltd ("Ningbo Liwah") (a direct wholly owned subsidiary of Lansen) and Lansen BVI have entered into a cross guarantee agreement (the "Cross Guarantee Agreement"). Pursuant to the Cross Guarantee Agreement the parties may, during the term of the agreement and subject to the fulfilment of the conditions precedent thereof, provide or procure its subsidiaries to provide certain guarantees to banks in relation to the bank facilities of each other.
Both the Second Tranche Subscription in Haotian and the Cross Guarantee Agreement will require the approval of independent shareholders' at a special general meeting to be held by Lansen.
The full text of the Lansen Announcement can be found at http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0624/LTN201606241014.pdf and will also be made available at the Announcements & Notices section of Lansen's homepage at http://www.lansen.com.cn/En/Announcements&Notices.asp.
The Second Tranche Subscription in Haotian
Lansen BVI intends to subscribe in full for the second tranche subscription shares in Haotian within six months from the date of the approval of Lansen's independent shareholders.
Under the terms of the Subscription Agreement, the consideration for the second tranche subscription shares in Haotian shall be settled by the payment of either US$ or HK$ equivalent of RMB26,920,000 (approximately US$4.1 million). Lansen BVI currently owns 19.1% in Haotian, and will own, in aggregate with the First Tranche Subscription, own 30.0% of the issued share capital of Haotian as enlarged by the Second Tranche Subscription.
The Cross Guarantee Agreement
The term of the Cross Guarantee Agreement will be from 1 July 2016 to 30 June 2019 (the "Term") and it is subject to the approval of Lansen's independent shareholders.
Under the terms of the Cross Guarantee Agreement and during the Term, Jilin Haizi has agreed to provide guarantees in respect of obligations of Ningbo Liwah under the bank facilities obtained or to be obtained by Ningbo Liwah (the "Jilin Haizi Guarantees"). On a reciprocal basis, Lansen BVI has agreed to procure that its subsidiary, as appropriate, provide guarantees in respect of obligations of Jilin Haizi under the bank facilities to be obtained by Jilin Haizi (the "Lansen BVI Guarantees") (the Jilin Haizi Guarantees and the Lansen BVI Guarantees, collectively, the "Guarantees").
During the Term, the total amount of the Jilin Haizi Guarantees contemplated under the Cross Guarantee Agreement shall not exceed RMB130,000,000 (USD19.8 million); and, on a reciprocal basis, the total amount of the Lansen BVI Guarantees contemplated under the Cross Guarantee Agreement shall not exceed RMB130,000,000 (USD19.8 million).
The bank loans to be borrowed by the parties and covered by the Guarantees should be used solely for the purpose of meeting the funding requirement of each of the parties in their ordinary course of business.
-ENDS-
For further enquiries, please contact:
Cathay International Holdings Limited
Eric Siu (Finance Director)
Patrick Sung (Director and Controller)
Tel: +852 2828 9289
N+1 Singer
+44 (0) 20 7496 3000
Aubrey Powell/ Lauren Kettle - Corporate Finance
Brough Ransom - Sales
Consilium Strategic Communications
Mary-Jane Elliott/ Matthew Neal / Lindsey Neville
Tel: +44 (0) 20 3709 5702
About Cathay
Cathay International Holdings Limited (LSE: CTI.L) is a main market listed investment holding company and a leading operator and investor in the growing healthcare sector in the People's Republic of China (the "PRC"). The Company and its subsidiaries (collectively the "Group") aim to leverage on growth opportunities in the strong and growing domestic demand for high quality healthcare products in the PRC and build its portfolio companies into market sector leaders with competitive edge. Cathay has already demonstrated a strong track record of identifying high-growth potential investment opportunities in this area including: Lansen, a leading specialty pharmaceutical company focused on rheumatology and dermatology in the PRC; Haizi, a company engaged in the manufacture, marketing and sale of inositol and its by-product, di-calcium phosphate; Yangling, a company engaged in production and sales of plant extracts for use as key active ingredients in healthcare products; and Botai, a company engaged in collagen products.
The Group employs approximately 2,000 people across the PRC, including over 30 specialist corporate and business development staff based at the holding company's offices in Hong Kong and Shenzhen. Cathay also has a hotel investment. For more information please visit the Company's website: www.cathay-intl.com.hk.
About Lansen
Lansen, whose shares are listed on the mainboard of the Hong Kong Stock Exchange, is a 50.56% owned subsidiary of Cathay. Lansen is engaged in the manufacture, distribution and development of specialty prescription drugs for treatment of autoimmune disorder in rheumatology and dermatology. Lansen is in the leading market position in disease modifying anti-rheumatic drugs ("DMARDs") for treatment of rheumatoid arthritis ("RA") in the PRC. Lansen has established an extensive distribution network, covering more than 1,000 hospitals in four municipalities, 25 provinces and cities in the PRC. For more information please visit the Lansen's website: http://www.lansen.com.cn/En/index.asp.