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If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Siberian Mining Group Company Limited (the Company), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the Stock Exchange) take no responsibility for the contents of this circular, 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 circular. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1142)
A letter from the Independent Board Committee (as defined in this circular) is set out on page 21 of this circular. A letter from Wallbanck Brothers, the independent financial adviser to the Independent Board Committee and the Independent Shareholders (as defined in this circular), is set out on pages 22 to 33 of this circular. A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at 3:00 p.m. on Thursday, 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 34 to 37 of this circular. Whether or not you intend to attend the meeting, you are advised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Companys branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queens Road East, Wanchai, Hong Kong as soon as practicable but in any event no less than 48 hours before the time appointed for holding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish. This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the Latest Listed Company Information page for at least 7 days from the date of its posting and the Companys website at http://siberian.todayir.com. 8 February 2013 * For identification purpose only
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING
CONTENTS
Page Definitions ...................................................................................................................................... Letter from the Board .................................................................................................................. Letter from the Independent Board Committee ...................................................................... Letter from Wallbanck Brothers ................................................................................................ Notice of EGM ............................................................................................................................... 1 6 21 22 34
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings: AGM the annual general meeting of the Company held on 31 August 2012 in which the Shareholders had approved the Existing General Mandate the announcement of the Company dated 8 January 2013 in relation to the proposed Subscription and issue of Shares under the Specific Mandate has the meaning ascribed to it under the Listing Rules the board of Directors of the Company
Announcement
Completion
Company
connected person(s)
Director(s) EGM
a day (excluding Saturday, Sunday and any day on which a tropical cyclone warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a black rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong
completion of the Subscription in accordance with the terms and conditions of the Subscription Agreements
Siberian Mining Group Company Limited (Stock code: 1142), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange has the meaning ascribed to it in the Listing Rules, and connected shall be construed accordingly director(s) of the Company the extraordinary general meeting of the Company to be convened and held at 3:00 p.m. on Thursday, 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong for considering and, if thought fit, approving (i) the Subscription Agreements and transactions contemplated thereunder, together with the granting of the Specific Mandate; and (ii) the refreshment of the Existing General Mandate
DEFINITIONS
Existing General Mandate the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the AGM for the issue and allotment of up to 70,488,552 new Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue on the date thereof the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC an independent committee of the Board comprising all the independent non-executive Directors to advise the Independent Shareholders as to the fairness and reasonableness of the grant of the Issue Mandate any Shareholder(s) other than controlling Shareholders and their associates or, if there is no controlling Shareholder, the Directors (excluding Independent Non-executive Directors) and the chief executive of the Company and their respective associates Wallbanck Brothers Securities (Hong Kong) Limited, the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Existing General Mandate and a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons of the Company in accordance with the Listing Rules the general mandate proposed to be granted to the Directors at the EGM to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of the relevant resolution
Independent Shareholder(s)
Issue Mandate
DEFINITIONS
Keystone Keystone Global Co., Ltd, a company incorporated under the laws of Republic of Korea, whose shares are listed on the Korean Stock Exchange, stock code 012170, and having made all reasonable enquiries, Keystone and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules) short term loan for an amount of US$1,400,000 (approximately HK$10,920,000) granted to the Company on 19 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 19 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Keystone and the Company, the entire principal amount is outstanding as at the date of this circular
Kim
Kim Subscription
Mr. Kim Chul, a South Korean, as advised by Mr. Kim Chul, sole shareholder of Wonang and having made all reasonable enquiries, Mr. Kim Chul is independent third party not connected with the Company and its connected persons (as defined under the Listing Rules) short term loan for an amount of US$940,000 (approximately HK$7,332,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Kim and the Company, the entire principal amount is outstanding as at the date of this circular
the subscription of a total of 28,200,000 new Shares by Kim pursuant to the Kim Subscription Agreement the agreement dated 8 January 2013 entered into between the Company and Kim after the trading hours in relation to the Kim Subscription 8 January 2013, being the last trading day immediately prior to the entering into of the Subscription Agreements
the agreement dated 8 January 2013 entered into between the Company and Keystone after the trading hours in relation to the Keystone Subscription
Keystone Subscription
the subscription of a total of 42,000,000 new Shares by Keystone pursuant to the Keystone Subscription Agreement
DEFINITIONS
Latest Practicable Date 4 February 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular has the same meaning ascribed thereto in the Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange collectively the Wonang Short Term Loan, Keystone Short Term Loan and Kim Short Term Loan the Peoples Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
Loan Agreements
Share(s)
Specific Mandate
Subscription
Subscription Agreements
Subscription Shares
Shareholder(s)
person(s) whose name(s) appear in the register of members of the Company as the holder(s) of Shares
a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Subscription Shares pursuant to the Subscription Agreements The Stock Exchange of Hong Kong Limited collectively Wonang, Kim and Keystone the subscription for the Subscription Shares by the Subscribers as contemplated under the Subscription Agreements collectively the Wonang Subscription Agreement, Kim Subscription Agreement and Keystone Subscription Agreement 84,000,000 new Shares to be issued and allotted to the Subscribers for full and final settlement of the Loan Agreements the subscription price of HK$0.260 per Subscription Share any subsidiary (from time to time) of the Company
ordinary share(s) of par value of HK$0.20 each in the issued share capital of the Company
SFO
PRC
DEFINITIONS
Takeovers Code Wonang The Code on Takeovers and Mergers Wonang Industries Co., Ltd, a company incorporated under the laws of Republic of Korea and having made all reasonable enquiries, Wonang and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules) short term loan for an amount of US$460,000 (approximately HK$3,588,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Wonang and the Company, the entire principal amount is outstanding as at the date of this circular
In this circular, for illustration purposes only, unless otherwise stated, the conversion of US dollars into HK dollars is based on the approximate exchange rate of US$1.00 to HK$7.8.
per cent.
the United States of America dollars, the lawful currency of the United States of America
the agreement dated 8 January 2013 entered into between the Company and Wonang after the trading hours in relation to the Wonang Subscription
Wonang Subscription
the subscription of a total of 13,800,000 new Shares by Wonang pursuant to the Wonang Subscription Agreement
INTRODUCTION
* For identification purpose only
(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING
As disclosed in the Announcement, the resolutions in respect of the approval of the Subscription Agreements and the issue of the Subscription Shares under the Specific Mandate will be proposed at the EGM. The Company also proposes to put forward the refreshment of the Existing General Mandate for approval by the Independent Shareholders at the EGM.
Dear Sir/Madam,
To the Shareholders and, for information only, the holders of the share options of the Company
Head office and principal place of business in Hong Kong: Room 2402, 24/F Tower 2, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong 8 February 2013
(v)
In light of the simple terms and interest rate of the Loan Agreements and the fact that no security is needed from the Company, the Directors consider the terms and conditions of the Loan Agreements and the entering into the Loan Agreements are fair and reasonable and in the interests of the Company and Shareholders as a whole. The Company originally planned to extend the Loan Agreements upon the maturity date or conduct fund raising activities including raising bank loans and/or issue shares for settlement of the Loan Agreements. The willingness of the Subscribers to take up the Shares triggered the change of the Companys plan as it will contribute to reduce the Companys interest expense, decrease the Companys gearing ratio and reduce the Companys need to conducting further fund raising activities. In light of the change of circumstances, the Directors consider that the settlement of the Loan Agreements by way of issue of Shares is fair and reasonable and in the interest of the Company and its Shareholders as a whole.
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(iv)
The balancing amount of HK$0.24 million not yet utilized would be reserved for general working capital purposes.
(b)
(i)
(ii)
Kim Subscription Agreement Date Parties The issuer Subscriber : : : : the Company Kim, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules). As advised by Kim, Kim entirely owns Wonang. 8 January 2013 (after trading hours)
the Company
Wonang, a company incorporated under the laws of Republic of Korea, and as advised by Wonang, is principally engaged in renting and leasing of real estate and parking lot. As advised by Wonang, Wonang is entirely owned by Kim.
Information about the Company and the Group The principal activity of the Company is investment holding. The Group is principally engaged in the businesses of coal mining, and mineral resources and commodities trading.
As confirmed and advised by the Subscribers that, save as disclosed above, they do not have any relationship between them, further they do not have any agreement nor understanding whether formal or informal, actively cooperate to obtain or consolidate control of the Company through the acquisition by any of them of voting rights of the Company. The issue of Subscription Shares for each Subscriber under the Subscription Agreements is not inter-conditional. As advised by the Subscribers, the Subscribers are of the view that they are not acting in concert under the Takeovers Code.
To the best of the Directors knowledge, information and belief and having made all reasonable enquiries, Wonang, Keystone and their respective ultimate beneficial owner(s) are Independent Third Parties of the Company and its connected persons. As advised by Keystone, as at the date of this circular, Keystone holds 11,000,000 Shares, representing approximately 2.60% of the existing issued share capital of the Company. As advised by Kim, Kim holds 7.2% of Master Impact Inc. which holds 14.69% of the existing issued share capital of the Company. To the best of the Directors knowledge, information and belief and having made all reasonable enquiries at the date of this circular, save as disclosed above, Wonang and Keystone and their respective ultimate beneficial owner(s) do not hold any Shares.
18 December 2012
Early repayment:
The Company has the rights to earlier repay the whole or any part of the loan without any penalty at any time 18 December 2012 Unsecured 19 December 2012
After the Completion of the Subscription, there will not be any outstanding principal amount or accrued interests of the Loan Agreements. Number of Subscription Shares The following table summarizes the number of Subscription Shares and the aggregate amount of the Subscription Price to be paid by each of the Subscribers:
Name of Subscribers
Repayable 12 months from the respective drawdown date and can be renewable for further periods up to 36 months to be mutually agreed by the respective lender and the Company
The total number of 84,000,000 Subscription Shares represents: (i) approximately 19.88% of the existing issued share capital of the Company as at the date of this circular; and (ii) approximately 16.59% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares.
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(b)
Completion
Completion of the Subscription Agreements shall take place on the fifth Business Day after all the conditions precedent have been fulfilled.
The Subscription Price for issue of each Subscription Share is HK$0.260 which represents: (i) a discount of approximately 18.75% to the closing price of HK$0.320 per Share as quoted on the Stock Exchange on the Last Trading Day of the Shares; a discount of approximately 13.04% to the average closing price of approximately HK$0.299 per Share for the last 5 consecutive trading days immediately prior to the Last Trading Day; a discount of approximately 10.65% to the average closing price of approximately HK$0.291 per Share for the last 10 consecutive trading days immediately prior to the Last Trading Day; and a discount of approximately 13.33% to the closing price of HK$0.300 per Share as quoted on the Stock Exchange on the Latest Practicable Day of the Shares.
(ii)
(iii)
(iv)
The Subscription Shares will be issued under the Specific Mandate to be approved by the Shareholders at the EGM.
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If any of the conditions precedent have not been fulfilled on or before 30 June 2013 or such later date as agreed by the respective parties to the Subscription Agreements, the relevant Subscription Agreements shall lapse and the relevant party(ies) shall not be bound to proceed with the relevant Subscription except for any antecedent breaches of the relevant Subscription Agreements.
The Subscription Agreements serve to convert the outstanding principal of the Loan Agreements into equity capital of the Company and, therefore, can reduce the amount of borrowings of the Group and improve its working capital position in an efficient and effective manner. The Directors are of the opinion that it is in the interest of the Company to preserve as much liquidity as possible in order to strengthen the Groups financial position and secure a sustainable business growth. Since the Subscribers have an interest in the business of the Company and are willing to accept the Subscription Shares for full and final settlement of the Loan Agreements, the Directors consider that it is for the benefit of the Company to enter into the Subscription Agreements.
Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares.
Each of the Subscribers will settle the Subscription Price by setting off the Subscription Price with the respective outstanding principal amount of the Loan Agreements.
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Name of Shareholders
Shareholding in the Company immediately after Completion (assuming no other Shares are issued and/or repurchased by the Company) Number of % Shares (approx.)
Upon full utilization of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company and the Subscription has been completed) Number of % Shares (approx.)
Goldwyn Management Limited (Note 1) Pang Ngoi Wah Edward, a non-executive Director Sub-total Existing Public Shareholders ACME Perfect Limited Master Impact Inc. Skyline Merit Limited Wonang (Note 2) Kim Keystone Other public Shareholders Sub-total Shares to be issued under the Issue Mandate Total
Notes: 1.
11,400,000 175,000
2.70%
11,400,000 175,000
11,400,000 175,000 11,575,000 70,000,000 62,036,055 41,357,370 11,000,000 226,474,338 410,867,763 84,488,552 506,931,315
0.04%
11,575,000
2.74%
11,575,000
410,867,763
422,442,763
0.00% 100.00%
506,442,763
0.00% 100.00%
16.67% 100.00%
84,488,552 590,931,315
14.30% 100.00%
Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and the Chairman of the Company. These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to be interested in all the Shares in which Wonang is interested by virtue of the SFO.
2.
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Actual use of proceeds/Remarks Full and final discharge of the Promissory Notes for a total amount of US$9 million (approximately HK$70.2 million) Not yet finalized, since the Third Supplemental Agreement is yet to be approved by the Shareholders
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27 November 2012
Third Supplemental Agreement relating to the placing of convertible bonds of up to an aggregate principal amount of US$30,000,000 (approximately HK$234,000,000)
Subject to the Third Supplemental Agreement is approved by the Shareholders and the entire aggregate principal amount of US$30,000,000 of the convertible bonds are successfully placed, the net proceeds will be approximately US$29,801,900 (approximately HK$232,454,820)
(i) Approximately US$10,000,000 (approximately HK$78,000,000) for financing the exploration drilling and geological and hydrological surveys and the development of Lot 2 of the coal mines in Russia; (ii) approximately US$2,435,900 (approximately HK$19,000,000) for repayment of two existing loans of the Company due to an independent third party; (iii) approximately US$13,500,000 (approximately HK$105,300,000) for repayment of existing liabilities of the Group owed to Cordia Global Limited and (iv) approximately US$3,866,000 (approximately HK$30,154,800), representing the balancing amount, for general working capital purposes
Date of announcement Event 5 December 2012 Subscription of 70,000,000 new Shares under general mandate
Actual use of proceeds/Remarks All proceeds had been used as intended as general working capital of the Group in the amount of approximately of HK$4.95 million and for repayment of liabilities of the Group in the amount of approximately of HK$12.2 million
Save as disclosed above, the Company has not conducted any fund raising activity in the previous 12 months. (4) PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552 Shares, which is equivalent to 20% of the then issued share capital of the Company. As announced by the Company on 17 December 2012, 70,000,000 new Shares had been issued under the Existing General Mandate representing approximately 99.31% of the Existing General Mandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot and deal with up to 488,552 Shares under the Existing General Mandate, representing approximately 0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshed the Existing General Mandate since the AGM. Pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Existing General Mandate shall be subject to the Independent Shareholders approval by way of poll at the EGM, where any controlling Shareholders and their associates or, where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the Issue Mandate. For details of the persons shall be abstained from voting in favour of the respective resolution, please refer to the section headed EGM AND VOTING ARRANGEMENT below. As at the Latest Practicable Date, the Company had an aggregate of 422,442,763 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the grant of the Issue Mandate and assuming that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the Issue Mandate to allot and issue up to 84,488,552 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date and the date of the EGM.
15
As of the date of this circular, no specific target of any possible acquisition or investment or business opportunities has been identified and there are no negotiations at this stage. In case the Company has identified any specific acquisition or investment or business opportunities, the Directors may change the above-mentioned use of total estimated proceeds for funding of the investment. In such case, the Company will make the necessary announcement as and when needed, and comply with the Listing Rules when proceeding with the possible acquisition or investment or business opportunities. In any event, the definite use of proceeds will be announced when the Company issue Shares under the Issue Mandate.
(b)
16
the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and the cost of raising finance by such means will be comparatively lower.
(c)
The Company has considered other alternative fund raising methods, namely, raising bank loans without diluting the interests of current Shareholders. However, the interest rate and cost for obtaining such bank loans is high. (5) EGM AND VOTING ARRANGEMENT The EGM will be held for considering and, if thought fit, passing the ordinary resolutions to approve (i) the Subscription Agreements and the transactions contemplated thereunder, together with the granting of the Specific Mandate; and (ii) the refreshment of Existing General Mandate to allot shares. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be conducted by way of poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with the articles of association of the Company. The results of the poll shall be deemed to be the resolutions of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of the Stock Exchange and the Company after the EGM.
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18
19
Yours faithfully By Order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman
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REFRESHMENT OF EXISTING GENERAL MANDATE We refer to the circular of the Company dated 8 February 2013 (the Circular), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires. We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interest of the Company and the Shareholders as a whole. We wish to draw your attention to the letter of advice from Independent Financial Adviser as set out on pages 22 to 33 of the Circular and the letter from the Board as set out on pages 6 to 20 of the Circular. Having considered, among other things, the factors and reasons considered by, and the opinion of Wallbanck Brothers as stated in its letter of advice, we consider that the refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned, and in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the refreshment of Existing General Mandate. Yours faithfully For and on behalf of Independent Board Committee of Siberian Mining Group Company Limited Cho Min Je Liew Swee Yean Tam Tak Wah Young Yue Wing Alvin Independent Non-Executive Directors
* For identification purpose only
21
Dear Sir/Madam,
Dear Sirs,
The Board proposed the refreshment of the Existing General Mandate for the Directors to allot and issue Shares not exceeding 20% of the share capital of the Company in issue as at the date of the EGM. Pursuant to Rule 13.36(4)(a) of the Listing Rules, the proposed refreshment of the Existing General Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executives and their respective associates shall abstain from voting in favour of the resolution approving the proposed refreshment of the Existing General Mandate.
We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Existing General Mandate, details of which are set out in the letter from the Board (the Board Letter) contained in this circular (the Circular) dated 8 February 2013 issued by the Company, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.
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To the Independent Board Committee and the Independent Shareholders of Siberian Mining Group Company Limited
8 February 2013
In formulating our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, we have relied on the accuracy of the information, opinions and representations provided to us by the Directors and management of the Company, and have assumed that all statements, information, opinions and representations contained or referred to in this Circular were true and accurate at the time when they were made and will continue to be accurate at the Latest Practicable Date. We have also assumed that all statements of belief, opinion and intention made by the Directors in this Circular were reasonably made after due enquiry. We have no reasons to doubt that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate, misleading or deceptive. We consider that we have received sufficient information to enable us to reach an informed view and to justify reliance on the accuracy of the information contained in this Circular to provide a reasonable basis for our opinions and recommendations. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in this Circular, including this letter, misleading or deceptive. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company, nor have we conducted an independent investigation into the business and affairs of the Company.
23
24
According to the Board Letter, the Board considers that the Issue Mandate will provide the Company with flexibility and ability to capture any appropriate capital raising or investment or business opportunities when they arise. Furthermore, the Board considers that the Issue Mandate will empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without the need to seek further approval from the Shareholders. The Company will explore appropriate equity fund raising opportunities and/or investment opportunities which may or may not require the use of the Issue Mandate. The Directors (including the independent non-executive Directors) were of the view that the granting of the Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. As stated in the Board Letter, the Company does not have any detailed plans to utilise the proceeds from the Issue Mandate. Assuming the Issue Mandate will be fully utilised shortly and the Shares are issued at HK$0.250 per Share, the total estimated gross proceeds will amount to approximately HK$21.12 million.
As stated in the Board Letter, the Existing General Mandate has almost been fully utilised by the fund raising activities as disclosed in the section FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTH PERIOD in the Board Letter.
2.
25
(b)
As stated in the Board Letter, although (i) the Subscription, (ii) the proposed refreshment of Existing General Mandate and (iii) other fund raising activities of the Company in the past twelve-month period as listed in page 14 in this circular will cause/have caused dilution in the Shares, the Directors to their best knowledge consider the Subscription and the proposed refreshment of Existing General Mandate are fair and reasonable to the Shareholders as a whole, as the Directors have taken into account of the following factors: (a) (b)
(c)
the Company requires funding for its operations; the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and the cost of raising finance by such means will be comparatively lower.
As stated in the Board Letter, apart from the issue of convertible bonds as disclosed in the Companys circular dated 4 October 2012, the Company does not have any present intention or immediate plans for any fund raising activities. Although there is no specific need or intention for fund raising, the Company will not convene the next annual general meeting very shortly, in order to give more flexibility to the Company to take advantage of the market in case of necessity, the Directors consider the refreshment of the Existing General Mandate is necessary, fair and reasonable, and in the interest of the Company and its Shareholders as a whole.
26
As stated in the Board Letter, as of the date of this circular, no specific target of any possible acquisition or investment or business opportunities has been identified and there are no negotiations at this stage. In case the Company has identified any specific acquisition or investment or business opportunities, the Directors may change the above-mentioned use of total estimated proceeds for funding of the investment. In such case, the Company will make the necessary announcement as and when needed, and comply with the Listing Rules when proceeding with the possible acquisition or investment or business opportunities. In any event, the definite use of proceeds will be announced when the Company issue Shares under the Issue Mandate.
27
9,291
10,211
409,397
According to the 2012 annual report of the Group (AR2012), the turnover from continuing operations of the Group for the year ended 31 March 2012 (YE2012) was approximately HK$9.3 million (31 March 2011: approximately HK$10.2 million), representing a decrease of approximately 9.01%. The Group recorded a loss from continuing operations attributable to shareholders of approximately HK$409.4 million (31 March 2011: approximately HK$81.2 million). According to AR2012, the loss was mainly attributable to the net effects of the following items, (i) impairment loss of HK$253.0 million (2011: Nil) on the carrying amount of the mining rights of the Russian coal mines in YE2012 mainly due to decrease in international coal prices that impacted the valuation results; (ii) no impairment loss of customer base of the digital television technology services business in YE2012 since the customer base had already been fully impaired in last year ended 31 March 2011 (LY2011) (2011: impairment loss of HK$34.7 million); (iii) no fair value gain on the conversion option of the Companys convertible notes in YE2012 since all the convertible notes had been fully converted in LY2011 (2011: fair value gain of HK$90.3 million); (iv) increase in impairment loss to HK$8.0 million (2011: HK$4.7 million) on technical know-how in vertical farming in YE2012; (v) reduction in selling and distribution costs to HK$2.1 million (2011: HK$5.5 million), which was in line with the
The Directors are of the view that having the fund raising capability is a prudent approach (on unforeseen circumstances) in maintaining sufficient cashflow for the normal operation of the Groups existing business. As such, it is reasonable to expect that the Group will have a timely funding need for such purposes. Having considered (i) the loss position of the Group; and (ii) the net current liabilities position of the Group, we concur with the Directors view that the refreshment of Existing General Mandate to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.
28
Without qualifying our opinion, we draw attention to Note 3(b) to the consolidated financial statements which indicates that the Group incurred a net loss for the year from continuing operations of HK$448,799,000 for the year ended 31 March 2012 and, as of that date, the Groups current liabilities exceeded its current assets by HK$41,935,000. These conditions, along with other matters as set forth in Note 3(b) indicate the existence of a material uncertainty that may cast significant doubt about the Groups ability to continue as a going concern.
Intended use of proceeds Full and final discharge of the Promissory Notes for a total amount of US$9 million (approximately HK$70.2 million)
27 November 2012
Third Supplemental Agreement relating to the placing of convertible bonds of up to an aggregate principal amount of US$30,000,000 (approximately HK$234,000,000)
5 December 2012
Subject to the Third Supplemental Agreement is approved by the Shareholders and the entire aggregate principal amount of US$30,000,000 of the convertible bonds are successfully placed, the net proceeds will be approximately US$29,801,900 (approximately HK$232,454,820)
(i) Approximately US$10,000,000 (approximately HK$78,000,000) for financing the exploration drilling and geological and hydrological surveys and the development of Lot 2 of the coal mines in Russia; (ii) approximately US$2,435,900 (approximately HK$19,000,000) for repayment of two existing loans of the Company due to an independent third party; (iii) approximately US$13,500,000 (approximately HK$105,300,000) for repayment of existing liabilities of the Group owed to Cordia Global Limited and (iv) approximately US$3,866,000 (approximately HK$30,154,800), representing the balancing amount, for general working capital purposes General working capital of the Group and repayment of liabilities
All proceeds had been used as intended as general working capital of the Group in the amount of approximately of HK$4.95 million and for repayment of liabilities of the Group in the amount of approximately of HK$12.2 million
29
30
Name of Shareholders
Directors interests Goldwyn Management Limited (Note 1) Pang Ngoi Wah Edward, a non-executive Director Sub-total
2.74% 11,575,000
2.28% 11,575,000
2.28% 11,575,000
Existing Public Shareholders ACME Perfect Limited Master Impact Inc. Skyline Merit Limited Wonang (Note 2) Kim Keystone Other public Shareholder Sub-total Shares to be issued under the Issue Mandate Total
97.26% 494,867,763
97.72% 410,867,763
81.05% 494,867,763
422,442,763
0.00%
14.30% 100.00%
100.00% 506,442,763
31
2.
As stated in the Board Letter, although (i) the Subscription, (ii) the proposed refreshment of Existing General Mandate and (iii) other fund raising activities of the Company in the past twelve-month period as listed in page 14 in this circular will cause/have caused dilution in the Shares, the Directors to their best knowledge consider the Subscription and the proposed refreshment of Existing General Mandate are fair and reasonable to the Shareholders as a whole, as the Directors have taken into account of the following factors: (a) (b) the Company requires funding for its operations; the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and the cost of raising finance by such means will be comparatively lower.
(c)
We hold the view that the said dilution effect to be acceptable having considered the enhancement of financial flexibility to the Group as a result of the refreshment of Existing General Mandate.
32
The table above illustrates that (i) assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has not been completed, the shareholdings of the existing public Shareholders would decrease from approximately 97.26% as at the Latest Practicable Date to approximately 81.05% upon full utilisation of the Issue Mandate, which represents a dilution of approximately 16.21% on the shareholding of existing public Shareholders; and (ii) assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has been completed, the shareholdings of the existing public Shareholders would decrease from approximately 97.72% as at the Latest Practicable Date to approximately 83.74% upon full utilisation of the Issue Mandate, which represents a dilution of approximately 13.98% on the shareholding of existing public Shareholders.
33
Yours faithfully, For and on behalf of WALLBANCK BROTHERS Securities (Hong Kong) Limited Phil Chan Chief Executive Officer
NOTICE OF EGM
(A)
the subscription agreement dated 8 January 2013 entered into between the Company and Wonang Industries Co., Ltd (Wonang) in relation to the subscription of a total of 13,800,000 new Shares by Wonang pursuant to which Wonang has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 13,800,000 Shares at HK$0.260 per Share (a copy of which has been produced to the meeting marked A and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; the subscription agreement dated 8 January 2013 entered into between the Company and Mr. Kim Chul (Kim) in relation to the subscription of a total of 28,200,000 new Shares by Kim pursuant to which Kim has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 28,200,000 Shares at HK$0.260 per Share (a copy of which has been produced to the meeting marked B and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; the subscription agreement dated 8 January 2013 entered into between the Company and Keystone Global Co., Ltd (Keystone) in relation to the subscription of a total of 42,000,000 new Shares by Keystone pursuant to which Keystone has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 42,000,000 Shares at HK$0.260 per Share (a copy of which has been produced to the meeting marked C and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;
(B)
(C)
34
1.
THAT:
NOTICE OF EGM
(D) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subscription Shares, as defined in the Companys circular dated 8 February 2013, the allotment and issue of Subscription Shares be and is hereby approved and the directors of the Company be and are hereby authorized to allot and issue the Subscription Shares accordingly; and any one director of the Company (Director) be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company by hand and, or in the case of execution of documents under seal, to do so jointly with any one of a second Director, a duly authorised representative of the Director or the secretary of the Company, and to take such steps as he may in his absolute discretion considers necessary, appropriate, desirable or expedient to give effect to or in connection with the Subscription Agreements, as defined in the Companys circular dated 8 February 2013, and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Subscription Shares.
(E)
(a)
(b)
(c)
the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period; the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to: (i) (ii) a rights issue (as defined below); or the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares of the Company; or
(iii)
subject to paragraph (c) of this resolution, the exercise by the directors of the Company (Directors) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (Shares) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
35
2.
THAT:
NOTICE OF EGM
(iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and a specific authority granted by the shareholders of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(v)
(d)
for the purpose of this resolution: Relevant Period means the period from the passing of this resolution until whichever is the earlier of:
(iii)
the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
Rights Issue means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).
36
By order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman
(ii)
the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and
(i)
NOTICE OF EGM
Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Notes: 1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one, proxy to attend and vote in his stead. A proxy need not be a member of the Company. In the case of joint holders of shares, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of such joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Companys branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queens Road East, Wanchai, Hong Kong no less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the aforesaid meeting or any adjournment thereof should they so wish. The voting on the proposed resolutions at the EGM will be conducted by way of poll.
Head office and principal place of business in Hong Kong: Room 2402, 24/F Tower 2, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong
2.
3.
4.
5.
37