GNG Geong

 
TIDMGNG 
 
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 GBP1 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. 
 
 
 
END 
 

(END) Dow Jones Newswires

August 24, 2015 07:50 ET (11:50 GMT)

Geong (LSE:GNG)
Historical Stock Chart
From Nov 2024 to Dec 2024

Geong (LSE:GNG)
Historical Stock Chart
From Dec 2023 to Dec 2024