Fortune Oil submits its Share Election Notice to China Gas
Election of China Gas Holdings Limited Shares for Settling the Second Cash Consideration
Pursuant to the Share Purchase Agreement dated 16 December 2012 (the “Share Purchase Agreement”) as supplemented by the Deed of Assignment and Novation dated 6 August 2013, by which Fortune Oil sold its Gas Division to China Gas Holdings Limited (“China Gas”), Fortune Oil has submitted its Share Election Notice to China Gas, requesting to satisfy the Second Cash Consideration of USD200,000,000 with China Gas allotting and issuing a total of 184,119,463 new shares of China Gas (the “China Gas Shares”). The number of China Gas Shares was calculated based on the Benchmark Share Price (30-day average closing price) of HKD8.421 per China Gas Share.
Fortune Oil has been informed by China Gas that its share election has been approved by its Board. China Gas has also made the submission to Hong Kong Stock Exchange for the listing permission for the China Gas Shares (“Listing Permission”). Pursuant to the Share Purchase Agreement, the China Gas Shares will be issued within 3 business days after obtaining the Listing Permission.
The 184,119,463 new China Gas Shares represent about 3.69% of the enlarged issued share capital of China Gas immediately after the issue of the China Gas Shares (the “Enlarged Issued Share Capital of China Gas”). Presently, China Gas Group Limited holds 732,446,000 China Gas shares, representing 14.69% of the Enlarged Share Capital of China Gas. China Gas Group Limited is owned as to 50% by Fortune Oil PRC Holdings Limited, the Company’s wholly owned subsidiary. Therefore, after the issuance of the China Gas Shares, Fortune Oil will be deemed to hold a total of 18.39% of the Enlarged Share Capital of China Gas.
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