12 Aug 2013 07:00
12 August 2013
Fortune Oil PLC
("Fortune Oil" or the "Company")
Regulatory Approval for FGIH Transaction
On 17 December 2012 the Company announced that it and Wilmar International Limited, the 15% shareholder of Fortune Gas Investment Holdings Limited ("FGIH"), had entered into a conditional contract to sell their entire interest in FGIH to China Gas Holdings Limited. Completion of the transaction (the "FGIH Transaction") was subject to certain conditions, including regulatory approval from MOFCOM (the anti-monopoly bureau of the Ministry of Commerce of the People's Republic of China), being satisfied by 30 June 2013 (or such later date as agreed in writing) (the "Long Stop Date"). Given additional time was required for the fulfilment of the MOFCOM regulatory approval condition, the Company, Wilmar International Limited and China Gas Holdings Limited entered into a supplementary agreement on 27 June 2013 in order to extend the Long Stop Date to 30 September 2013.
China Gas Holdings Limited informed the Company that the MOFCOM regulatory approval had been obtained. It is anticipated that completion of the FGIH Transaction will occur after all of the normal handover procedures have been completed.
The Company announced on 7 August 2013 that it would be putting inter-conditional proposals to shareholders in General Meeting relating, amongst other things, to the acquisition of Wilmar International Limited's interest in the consideration receivable as a result of the FGIH Transaction (the "Proposed Acquisition") and the amendment of a loan received from Fortune Dynasty Holdings Limited amounting to US$12m, such that it will be repayable in shares in Fortune Oil (the "Loan Settlement"). A waiver is being sought from the Takeover Panel of the requirements of Rule 9 of the Takeover Code for a general offer to be made for the Company by parties (the "Concert Party") who, by receiving Ordinary Shares through the Loan Settlement and the Proposed Acquisition, would own more than 56.9% of the Company's issued share capital. The Company intends, subject to approval by the Panel, to send a circular to shareholders providing information about the Proposed Acquisition and the Loan Settlement, convening a general meeting of the Company at which the Rule 9 Waiver resolution will be put to a vote of the shareholders of the Company. The date of the general meeting of the Company has not yet been set but it will be held as soon as practicable.
For further information please contact:
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Fortune Oil PLC Tee Kiam Poon - Chief Executive Bill Mok - Chief Financial Officer
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Tel: (+852) 2583 3125 Tel: (+852) 2583 3120
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VSA Capital Limited (Financial Adviser) Andrew Raca
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Tel: (+44/0) 20 3005 5000
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Pelham Bell Pottinger Archie Berens |
Tel: (+44/0) 7802 442486 |
Background on Fortune Oil
Fortune Oil is a leading independent energy company engaged in the investment and operations of oil and natural gas supply projects in the People's Republic of China. Fortune Oil has acquired a unique portfolio of high quality oil and natural gas projects across the country and has formed a strong partnership with domestic and international market leaders. Fortune Oil recently started an expansion outside the PRC securing resource projects. Fortune Oil is listed on the Main Market of the London Stock Exchange with its operational headquarters in Hong Kong.