GNG.L Regulatory News (GNG)

GEONG INTERNATIONAL LIMITED - Statement regarding possible offer

PR Newswire

London, August 24

GEONG International Limited

("GEONG" or the "Company")

Geong International Limited ("Geong")

Statement regarding possible offer

The Directors of Geong note the recent share price movement and confirm that Geong and Hanafin Limited ("Hanafin") are in preliminary discussions regarding a possible offer for Geong by Hanafin.

These discussions are at a very preliminary stage and there can be no certainty that a transaction will be forthcoming. At the current time, it is envisaged that any offer will be made at 5 pence per share in cash, the same price at which the Company’s convertible unsecured loan stock is currently convertible. Hanafin currently holds £1 million of convertible unsecured loan stock in Geong, which is due to be redeemed on 30 September 2015, and which, if converted, would represent 34.6% of Geong’s issued share capital.

Henry Tse, Weidong Wang and Minren Guan, being directors of Geong, are working with Hanafin on the proposed offer and are considered to be acting in concert with Hanafin for the purposes of the Takeover Code.

This statement has been made by the Independent Director without the approval of Hanafin or its concert parties for the purposes of Note 3 of Rule 2.5 and accordingly there can be no certainty that an offer will be made or as to the terms on which any offer might be made.

As a consequence of this announcement, an "Offer Period" has commenced in respect of Geong in accordance with the rules of the Code.

In accordance with Rule 2.6(a) of the Code, Hanafin must, by not later than 5.00 p.m. on 21 September 2015, either announce a firm intention to make an offer for Geong in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

The relevant deadline will cease to apply to Hanafin if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Geong. In such circumstances, Hanafin will be required to clarify its intentions in accordance with Rule 2.6(d) of the Code.

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Further announcements will be made as and when appropriate.

For further information, please contact:

GEONG International Limited Tel: +86 10 8586 9655

Henry Tse, Chairman

Weidong Wang, CEO

finnCap Ltd - Nomad and broker

Jonny Franklin-Adams / Scott Mathieson Tel: +44 (0) 20 7220 0500

Rule 2.10

In accordance with Rule 2.10 of the Code, Geong confirms that, as of the date of the announcement, it has in issue 37,834,622 ordinary shares of 1 penny each with no shares held in treasury. The International Securities Identification Number ("ISIN") of the ordinary shares is GB00B1570688.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at http://www.Geong.com by no later than 12 noon (London time) on 25 August 2015, being the date following the date of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Geong or Hanafin who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Nigeria or Ethiopia who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.