Pursuant to the Facility Agreement, if it appears to the Lender that, without its prior consent, a change has occurred or probably has occurred in the ultimate control of the Company, such change would constitute an event of default.
This announcement is made by Brightoil Petroleum (Holdings) Limited (the “Company”) pursuant to Rule 13.18 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”). The Company is pleased to announce that on 28 October 2013, a facility agreement of aggregate principal amount of up to US$50,000,000 (the “Loan”) for a term of ten years, was entered into between China Development Bank Corporation Hong Kong Branch as lender (the “Lender”), a wholly-owned subsidiary of the Company as borrower and the Company as guarantor (the “Facility Agreement”).
The Facility Agreement is in addition to another facility agreement entered into between China Development Bank Corporation Hong Kong Hong Branch, the lender and another wholly-owned subsidiary of the Company as borrower as disclosed in the announcement of the Company dated 2 July 2013.
Pursuant to the Facility Agreement, if it appears to the Lender that, with out its prior consent, a change has occurred or probably has occurred after the date of the Facility Agreement in the ultimate control of the voting rights attaching to any of those shares or in the control (i.e. at least 51 per cent of the issued share capital) of the Company, such change would constitute an event of default under the Facility Agreement. The Lender would be permitted to declare that all or part of the Loan becomes immediately payable on demand.
Dr. Sit Kwong Lam (“Dr. Sit”), chairman and executive director of the Company, is indirectly interested in 6,564,605,666 shares of the Company, representing approximately 74.88% of the issued share capital of the Company a s at the date of this announcement.
Under the Facility Agreement, Dr. Sit is deemed to have and is required to maintain control of the Company. The Company will comply with the continuing disclosure obligations under Rules 13.21 of the Listing Rules in its subsequent interim and annual reports for so long as circumstances giving rise to such obligations regarding the control of the Company exist.
By Order of the Board
Brightoil Petroleum (Holdings) Limited
Sit Kwong Lam
As at the date of this announcement, the Board comprises (i) four executive Directors, namely Dr. Sit Kwong Lam, Mr. Tang Bo, Mr. Tan Yih Lin and Mr. Justin Sawdon Stewart Murphy; (ii) one non-executive Director, namely Mr. Dai Zhujiang; and (iii) three independent non-executive Directors, namely Mr. Kwong Chan Lam, Mr. Lau Hon Chuen and Professor Chang Hsin Kang.
* For identification purpose only
Brightoil Petroleum (Holdings) Limited - Press Release