SAMLING GLOBAL LIMITED 三林環球有限公司 - HKExnews

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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. – 2 –
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. – 3 –
Page 1: Hong Kong Exchanges and Clearing Li
Page 5 and 6: ‘‘Alex’’ ‘‘Bakti’’

SAMLING GLOBAL LIMITED 三林環 球有限公司 - HKExnews

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SAMLING GLOBAL LIMITED 三林環球有限公司 - HKExnews