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 £1 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.
