SAMLING GLOBAL LIMITED 三林環 球有限公司 - HKExnews

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.
SAMLING GLOBAL LIMITED
*
三 林 環 球 有 限 公 司
(incorporated in Bermuda with limited liability)
(Stock Code: 3938)
DISCLOSEABLE TRANSACTION
AND
UNUSUAL PRICE MOVEMENTS
On 19 November 2009, SGL Trading entered into the SPA and Convertible Loan Agreement;
whereby SGL Trading will provide the Convertible Loan in the amount of US$36.9 million
(approximately HK$286.0 million) to PT Borneo.
Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but do
not exceed 25%, the provision of the Convertible Loan constitute a discloseable transaction of the
Company under the Listing Rules.
BACKGROUND
PT Borneo is the holder of a Mining Business Permit to develop the coal resources contained in the
area covered by the Mining Business Permit. On 19 November 2009, SGL Trading entered into the
SPA and Convertible Loan Agreement whereby SGL Trading will provide the Convertible Loan in the
amount of US$36.9 million (approximately HK$286.0 million) to PT Borneo.
* for identification purposes only
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Details of the SPA and Convertible Loan Agreement are as follows:
THE SPA AND CONVERTIBLE LOAN AGREEMENT DATED 19 NOVEMBER 2009
Parties: — Alex
— Bakti
— FHD
— MSM
— SGL Trading (together with MSM, the ‘‘Investors’’)
— PT Borneo
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry,
Alex, Bakti, FHD, MSM, PT Borneo and their respective ultimate beneficial owners are third parties
independent of the Company and connected persons of the Company.
Sale and Purchase of Shares
Alex will sell and MSM will buy the Sale Shares.
The Convertible Loan
The Convertible Loan is to be disbursed in two tranches as set forth below and convertible to shares in
PT Borneo. The Convertible Loan will be used by PT Borneo to repay its existing indebtedness.
First Tranche (the ‘‘Initial Loan’’):
Subject to the fulfillment of conditions precedent, including the completion of the sale and transfer of
the Sale Shares to MSM, SGL Trading shall provide PT Borneo with the Initial Loan in the amount of
US$9.0 million (approximately HK$69.8 million).
On the same date, Alex and SGL Trading are to arrange for the opening of an Escrow Account and
once the Escrow Agent has executed the Escrow Agreement, SGL Trading shall deposit the Additional
Loan in an amount equal to US$ 27.9 million (approximately HK$216.2 million) to the Escrow
Account.
Second Tranche (the ‘‘Additional Loan’’):
Subject to the fulfilment of conditions precedents, including SGL Trading being satisfied with the
result of its due diligence on PT Borneo, the Additional Loan shall be disbursed from the Escrow
Account to PT Borneo on the terms and conditions of the SPA and Convertible Loan Agreement. The
provision of the Convertible Loan, was determined after arm’s length negotiations between the parties
based on normal commercial terms.
Subject to the procurement of all necessary permits, SGL Trading shall have the option to convert all
or part of the Convertible Loan into shares of PT Borneo up the maximum of 82% of all shares issued
by PT Borneo.
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Subject to termination, all amounts outstanding under the Convertible Loan shall be non-interest
bearing.
Termination:
The SPA and Convertible Loan Agreement shall be terminated:
(a)
(b)
(c)
by the Investors if the completion of the transfer of shares by Alex to MSM and the disbursement
of the Convertible Loan to PT Borneo has not occurred by 31 March 2010 or any other date
agreed between the parties in writing; or
by the Investors if they are not satisfied with the results of their due-diligence on PT Borneo
which, subject to full cooperation from Alex, Bakti, PT Borneo and FHD, is expected to be
completed by 31 March 2010; or
by mutual consent of the parties.
If the Investors exercise their rights to terminate the SPA and Convertible Loan Agreement, the Escrow
Agent will release and transfer the Additional Loan to SGL Trading. Upon such termination, the
Investors shall have the following options in relation to the Initial Loan:
(a)
PT Borneo shall repay the Initial Loan to SGL Trading in full at the latest by (i) the date that falls
12 months after the share transfer closing date; or (ii) the commercial operation of PT Borneo,
whichever occurs earlier. Any amount outstanding of the Initial Loan shall carry interest rate at 6%
per annum. Upon full repayment of the Initial Loan, MSM shall transfer all Sale Shares back to
Alex; or
(b) MSM shall be entitled to transfer 62% shareholding interest back to Alex and retain 20%
shareholding in PT Borneo. If the Investors exercise this option, the Initial Loan shall be deemed
the full and final consideration for the Investors’ 20% shareholding interest and no other payment
and consideration needs to be made by the Investors to any party.
The Directors consider that the terms of the SPA and Convertible Loan Agreement are fair and
reasonable so far as the Company and the Shareholders are concerned. The Company will finance the
Convertible Loan from internal resources.
INFORMATION ON PT BORNEO
PT Borneo was incorporated under the laws of Indonesia on 5 June 2008. It is principally engaging in
the mining business. PT Borneo is the holder of a Mining Business Permit to develop the coal
resources contained in the area covered by the Mining Business Permit located in Tanah Bumbu
Regency, South Kalimantan, Indonesia.
All material expenses had been capitalized in the Balance Sheet since the incorporation of PT Borneo.
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The unaudited shareholders’ funds of PT Borneo as at 31 August 2009 was approximately US$2.0
million (approximately HK$15.5 million).
REASONS FOR THE TRANSACTION
The Group is principally engaged in timber harvesting and management of forest concessions in
Malaysia and Guyana, and tree plantations in New Zealand and Malaysia, manufacturing, marketing
and distribution of wood products.
It has been one of the long-term corporate objectives of the Group to become a global resource
company. The Directors believe that, to diversify the industry cycle and risk of the timber business, it
is in the interests of the Group to explore other resources-related business investment opportunities.
The Directors consider that the entering into of the SPA and Convertible Loan Agreement, will enable
the Group to expand into the coal mining industry in Indonesia. The Directors believe that the entering
into of the SPA and Convertible Loan Agreement represents a good investment opportunity for the
Group to diversify into a new resource and is in the best interests of the Company and its Shareholders
as a whole.
GENERAL
Since the applicable percentage ratios set out in Rule 14.07 of the Listing Rules exceed 5% but do not
exceed 25%, the provision of the Convertible Loan constitute a discloseable transaction of the
Company under the Listing Rules.
UNUSUAL PRICE MOVEMENTS
This statement is made at the request of the Stock Exchange of Hong Kong Limited.
The board of Directors has noted the recent increases in the price of the Shares and wishes to state that
it is not aware of any reasons for such increases.
The board of Directors confirms that save for the transaction disclosed in this announcement, there are
no negotiations or agreements relating to intended acquisitions or realisations which are discloseable
under Rule 13.23, neither is the board of Directors aware of any matter discloseable under the general
obligation imposed by Rule 13.09, which is or may be of a price-sensitive nature.
Made by the order of the Company, the board of the Directors individually and jointly accept
responsibility for the accuracy of this statement.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the
following meaning:
‘‘Additional Loan’’
a convertible loan to be provided by SGL Trading to PT Borneo in an amount
equal to US$27.9 million
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‘‘Alex’’
‘‘Bakti’’
Mr. Alexander Thaslim
Mr. Bakti Thaslim Dipling
‘‘Company’’ Samling Global Limited, an exempted company with limited liability
incorporated in Bermuda on 27 June 2005 and a company listed on the Main
Board of the Stock Exchange
‘‘Convertible Loan’’
‘‘Directors’’
‘‘Escrow Account’’
‘‘Escrow Agent’’
‘‘Escrow Agreement’’
‘‘FHD’’
‘‘Group’’
‘‘Hong Kong’’
‘‘Initial Loan’’
‘‘Investors’’
‘‘Listing Rules’’
‘‘Mining Business
Permit’’
‘‘MSM’’
‘‘PT Borneo’’
‘‘SGL Trading’’
collectively, the Initial Loan and the Additional Loan
directors of the Company
shall mean the escrow account to be opened by or with the Escrow Agent at a
bank in Singapore pursuant to the Escrow Agreement;
means an escrow agent to be appointed jointly by Alex and SGL Trading
means the escrow agreement to be executed by and between Alex, SGL
Trading and Escrow Agent
Full Harvest Development Limited, a corporation established under the laws
of the Republic of Seychelles
the Company and its subsidiaries
the Hong Kong Special Administrative Region of the PRC
a convertible loan to be provided by SGL Trading to PT Borneo in an amount
equal to US$9.0 million
collectively, SGL Trading and MSM
the Rules Governing the Listing of Securities on the Stock Exchange
mining business permit (Izin Usaha Pertambangan) issued by the Tanah
Bumbu Regent to develop the coal resources contained in the area covered by
the mining business permit
PT Mega Sinar Mandiri, a corporation established under the laws of the
Republic of Indonesia
PT Borneo Pacific, a company incorporated under the laws of Indonesia and
the holder of the Mining Business Permit
SGL Trading Inc, a corporation established under the laws of British Virgin
Islands and a wholly-owned subsidiary of the Company
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‘‘SPA and Convertible
Loan Agreement’’
‘‘Sale Shares’’
‘‘Share(s)’’
‘‘Shareholder(s)’’
‘‘Stock Exchange’’
‘‘HK$’’
‘‘IDR’’
‘‘US$’’
the agreement dated 19 November 2009 entered into between Alex, Bakti,
FHD, MSM, SGL Trading and PT Borneo in relation to the purchase of the
Sale Shares from Alex and provision of the Convertible Loan of US36.9
million by SGL Trading to PT Borneo
205 shares of PT Borneo, representing 82% of the issued share capital of PT
Borneo,tobesoldbyAlextoMSM
ordinary share(s) of HK$0.1 each in the share capital of the Company
holder(s) of the Share(s)
the Stock Exchange of Hong Kong Limited
Hong Kong dollars
Indonesian Rupiah
US dollars
On Behalf of the Board of
Samling Global Limited
Chan Hua Eng
Chairman
Hong Kong, 19 November 2009
As at the date of this announcement, the Board comprises Yaw Chee Ming and Cheam Dow Toon as executive directors,
Chan Hua Eng as non-executive director and, Fung Ka Pun, Tan Li Pin, Richard and David William Oskin as independent
non-executive directors.
The announcement is available for viewing on the website of Hong Kong Exchanges and Clearing Limited at
www.hkex.com.hk under ‘‘Latest Listed Companies Information’’ and at the website of the Company at
www.irasia.com/listco/hk/samling/index.htm.
Unless otherwise stated, amounts in US$ have been translated into HK$ at the exchange rate of US$1 to HK$7.75 for
illustration purposes only No representation is made that any amounts in US$ or HK$ can be or could have been converted
at the relevant dates at the above rate or any other rate at all.
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