HONG KONG, July 30, 2014 /CNW/ - National United Resources Holdings Limited (the "Company", HKEx stock Code：254) is pleased to announce that it has entered into a Sale and Purchase Agreement dated July 29 2014 (Vancouver, British Columbia time) ("SPA") pursuant to which it has agreed to acquire, from Turquoise Hill Resources Limited, 29.95% of the common shares in SouthGobi Resources Limited (TSX stock symbol: SGQ and HKEx stock code: 1878.HK) ("SouthGobi" and the proposed acquisition the "Acquisition").
The Acquisition is subject to a number of conditions, including approval of the Acquisition by the Company's shareholders, the Hong Kong Securities and Futures Commission not having indicated that the Acquisition will trigger a mandatory general offer obligation on the Company or any of its concert parties under the Hong Kong Takeovers Code, the approval by the Hong Kong Stock Exchange of shareholder documentation in relation to the Acquisition, and certain other customary closing conditions.
The purchase price for the Acquisition is CAD 25,526,410 (approximately HK$ 183 million) payable in cash, based on a price per SouthGobi common share of CAD0.455 (approximately HK$ 3.26). The consideration payable per SouthGobi common share pursuant to the Acquisition of CAD 0.455 represents a discount of approximately 31% to the closing price per SouthGobi common share as quoted by the Toronto Stock Exchange on 29 July 2014. Upon completion of the Acquisition, the Company and Turquoise Hill Resources will own approximately 29.95% and 26.00%, respectively, of SouthGobi's common shares.
Further, upon completion of the Acquisition, the Company proposes to nominate two persons to sit on SouthGobi's board of directors
Mr.Yang Fan, the Chairman of National United Resources Holdings Limited, said: "We believe that the Acquisition will lay a solid foundation for the Company to, among other things, develop a one-stop trading platform of coking coal. The Acquisition allows our group to further secure supplies of coking coal, form a strategic alliance with SouthGobi and will diversify and strengthen our business of natural resources."
About Turquoise Hill Resources Limited
Turquoise Hill Resources Limited is a company listed on the TSX (stock symbol: TRQ), the NASDAQ Stock Market (stock symbol: TRQ) and the New York Stock Exchange (stock symbol: TRQ). Turquoise Hill Resources Limited is an international mining company focused on copper-gold and coal mines in Mongolia. Turquoise Hill Resource Limited's main focus is the operation and development of the Oyu Tolgoi mine.
About SouthGobi Resources Limited
SouthGobi is a company continued under the laws of British Columbia and has a primary listing on the Toronto Stock Exchange (stock symbol: SGQ) and a secondary listing on the Hong Kong Stock Exchange (stock code: 1878). SouthGobi is focused on the exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. SouthGobi holds a 100% equity interest in SouthGobi Sands LLC, a Mongolian registered company that holds mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi coal mine which produces and sells coal to customers in the People's Republic of China.
About National United Resources Holdings Limited
The Company is listed on the Main Board of the Hong Kong Stock Exchange (stock code: 254) and is principally engaged in coking coal trading, natural resources related logistics business, outdoor media advertising and media related services.
In relation to its outdoor media advertising and media related services, the Company aims to provide the best comprehensive advertising services for its national and international clients through the integration of high quality outdoor media resources in the People's Republic of China and an all-round networking management platform. The Company commenced its business of coking coal trading in 2013 and has already successfully sourced coking coal supplies in Mongolia on behalf of its customers located in different jurisdictions.
*This press release is issued by China Times Corporate Advisory Limited on behalf of National United Resources Holdings Limited.
The Company is purchasing the SouthGobi common shares pursuant to the Acquisition for investment purposes. At the present time, the Company has no current intention to purchase any further common shares in SouthGobi. It should be noted that any future acquisition of common shares in SouthGobi by the Company will be subject to compliance with applicable securities legislation and stock exchange rules (including the Hong Kong Code on Takeovers and Mergers and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited) and be made by way of open market transactions, by private agreement, pursuant to financing transactions with SouthGobi or otherwise as considered appropriate in light of investment criteria, market conditions and other factors.
In purchasing the SouthGobi common shares that are the subject to the Acquisition, the Company is relying on the private agreement exemption from the formal take-over bid requirements set forth in section 100.1(1) of the Securities Act (Ontario) and section 4.2 of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids. The Company is entitled to rely on this exemption because (i) the purchase of the SouthGobi common shares pursuant to the Acquisition was made from not more than five persons or companies in the aggregate, (ii) the offer to purchase was not made generally to all holders of SouthGobi's common shares, and (iii) the value of the consideration paid for the Shares, including brokerage fees or commissions, was not greater than 115% of the market price of the Shares on the Toronto Stock Exchange, as determined in accordance with section 1.3 of the Ontario Securities Commission Rule 62-504 – Take-Over Bids and Issuer Bids and section 1.11(1) of Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids.
In connection with this press release, an early warning report will be filed by the Company in accordance with applicable securities laws. A copy of such early warning report shall be available on SEDAR at www.sedar.com and can be obtained on request from Mr. Jason Lam, Company Secretary, National United Resources Holdings Limited at Suite 5208, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong or on +852 3918 9300.
SOURCE: National United Resources Holdings Limited
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