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Sunshine Oilsands Ltd. Proposed Issue of New Shares Under Specific Mandate and Connected Transaction Involving Subscription of New Shares by Connected Persons

May 31, 2015 9:24 PM
CNW

CALGARY, Alberta and HONG KONG, May 31, 2015 /CNW/ —

SUBSCRIPTION AGREEMENTS

Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine“) (HKEX: 2012, TSX: SUO), entered into the Subscription Agreements with each of the Subscribers pursuant to which the Subscribers have conditionally agreed to subscribe, and the Corporation has conditionally agreed to allot and issue, an aggregate of 524,734,210 Subscription Shares at the Subscription Price of HK$0.75 (approximately CDN$0.12) per Subscription Share for an aggregate cash consideration of HK$393,550,657.50. The Subscribers include certain Directors (including certain INEDs) and employees of the Corporation.

The aggregate gross proceeds from the Subscriptions are expected to be HK$393,550,657.50 (approximately CDN$63,269,775.49). After deducting related fees and expenses, the aggregate net proceeds from the Subscriptions are expected to be approximately HK$391,612,282.50 (approximately CDN$62,958,149.66). The Corporation intends to apply the net proceeds from the Subscriptions (i) for general working capital of the Group and (ii) as funds for future development of the existing business of the Group, including funding the development and operation costs of the West Ells project.

The Subscription Shares represent:

(i)  

approximately 13.45% of the existing issued Shares; and

(ii)

approximately 11.86% of the issued Shares as enlarged by the allotment and issue of the Subscription Shares (assuming there will be no other changes in the issued Shares between the date of this announcement and the completion of the Subscriptions).

SPECIFIC MANDATE

The Subscription Shares will be issued pursuant to the Specific Mandate to be sought from the Independent Shareholders at the SGM and will rank pari passu with the existing Shares.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, the Subscribers include, among others, the following Connected Subscribers:

(i)  

Prime Union, a company directly wholly owned by Mr. Sun (a non-executive Director). Mr. Sun is also a substantial shareholder of the Corporation beneficially interested in approximately 13.03% of the Corporation’s issued Shares as at the date of this announcement;

(ii)  

Mr. Hibberd (an executive Director and the Executive Vice-Chairman of the Corporation);

(iii) 

Dr. Jiang (an executive Director and the President and Chief Operating Officer of the Corporation);

(iv)  

Mr. Fong (an INED); and

(v)   

Mr. Song (an INED).

The Connected Subscribers are connected persons of the Corporation under the Listing Rules and accordingly, the Subscriptions by the Connected Subscribers constitute connected transactions for the Corporation and are subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Corporation will seek the Independent Shareholders’ approval for the Subscription Agreements entered into with the Connected Subscribers and the granting of the Specific Mandate in respect of allotment and issue of the Subscription Shares to the Subscribers at the SGM.

A circular containing, among other things, further information on (i) the Subscription Agreements and the transactions contemplated thereunder; (ii) the respective advice from the Independent Board Committee and Gram Capital on the terms of the Subscription Agreements entered into with the Connected Subscribers and the transactions contemplated thereunder; and (iii) the notice convening the SGM and a form of proxy, is expected to be despatched to the Shareholders on or before June 22, 2015 in accordance with the Listing Rules.

Application will be made by the Corporation to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

SHAREHOLDERS AND POTENTIAL INVESTORS SHOULD NOTE THAT COMPLETION OF THE SUBSCRIPTIONS ARE SUBJECT TO FULFILLMENT OF THE CONDITIONS PRECEDENT UNDER THE SUBSCRIPTION AGREEMENTS. AS THE SUBSCRIPTIONS MAY OR MAY NOT PROCEED TO COMPLETION, SHAREHOLDERS AND POTENTIAL INVESTORS ARE REMINDED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE CORPORATION.

SUBSCRIPTION AGREEMENTS

Date:   

May 31, 2015

Parties:

(i) 

the Corporation, as issuer of the Subscription Shares; and

(ii) 

the Subscribers, as subscribers of the Subscription Shares.

Subscription Shares:

Pursuant to the terms of the Subscription Agreements, the Subscribers agreed to subscribe for an aggregate of 524,734,210 Subscription Shares, representing:

(i)

approximately 13.45% of the existing issued Shares; and

(ii)

approximately 11.86% of the issued Shares as enlarged by the allotment and issue of the Subscription Shares (assuming there will be no other changes in the issued Shares between the date of this announcement and the completion of the Subscriptions).

The details and names of the Subscribers and the number of Subscription Shares to be subscribed by the Subscribers under the Subscription Agreements are set out below:

Name of Subscriber

Position in the Corporation

No. of Subscription Shares subscribed

Cash Consideration for Subscription Shares

Connected Subscribers

Prime Union(1)

N/A

516,900,000

HK$387,675,000.00 (approximately CDN$62,325,166.39)

Mr. Hibberd

Executive Director and Executive Vice-Chairman

2,067,600

HK$1,550,700.00 (approximately CDN$249,300.67)

Dr. Jiang

Executive Director and the President and Chief Operating Officer

775,350

HK$581,512.50 (approximately CDN$93,487.75)

Mr. Fong

INED

1,000,000

HK$750,000.00 (approximately CDN$120,574.90)

Mr. Song

INED

516,900

HK$387,675.00 (approximately CDN$62,325.17)

Sub-total:

521,259,850

HK$390,944,887.50 (approximately CDN$62,850,854.88)

Employee Subscribers

Certain senior managers and employees of the Group

3,474,360

HK$2,605,770.00 (approximately CDN$418,920.61)

Total:

524,734,210

HK$393,550,657.50 (approximately CDN$63,269,775.49)

Note:

1. Prime Union is a company directly wholly owned by Mr. Sun (a non-executive Director). Mr. Sun is also a substantial shareholder of the Corporation beneficially interested in approximately 13.03% of the Corporation’s issued Shares as at the date of this announcement. Under the Subscription Agreement, Prime Union may assign a nominee, being an entity wholly-owned by Mr. Sun, to receive and hold the Subscription Shares to be subscribed by Prime Union subject to the terms and conditions of the Subscription Agreement.

Subscription Price:

The Subscription Price of HK$0.75 (approximately CDN$0.12) per Subscription Share:

(i)  

represents a discount of approximately 19.4% to the closing price of HK$0.93 (approximately CDN$0.15) per Share as quoted on the Hong Kong Stock Exchange on the date of the Subscription Agreements;

(ii)  

represents a discount of approximately 16.7% over the average closing price of HK$0.90 (approximately CDN$0.14) per Share as quoted on the Hong Kong Stock Exchange for the five consecutive trading days immediately prior to the date of the Subscription Agreements;

(iii)  

represents a premium of approximately 2.7% over the average closing price of HK$0.73 (approximately CDN$0.12) per Share as quoted on the Hong Kong Stock Exchange for the 30 consecutive trading days immediately prior to the date of the Subscription Agreements; and

(iv)  

represents a discount of approximately 55.1% to the audited net asset value of approximately HK$1.67 (approximately CDN$0.25) per Share as at December 31, 2014 (based on the audited consolidated net assets of the Group attributable to the Shareholders of approximately HK$6,496,566,138 (approximately CDN$972,016,000) as at December 31, 2014 and 3,896,103,191 Shares in issue as at December 31, 2014)(1).

Note:
(1)  Based on the Bank of Canada’s nominal noon exchange rate (as at December 31, 2014) of CDN$1.00 HK$6.6836

The Subscription Price was determined on an arm’s length basis between the Corporation and with each Subscriber with reference to the prevailing market price of the Share. The Directors (excluding the INEDs, who will form the Independent Board Committee and will provide their views after having obtained advice from Gram Capital) consider that the Subscription Price is fair and reasonable under the current market conditions and in light of the recent price performance of the Shares and the liquidity of the Shares.

Specific mandate to issue the Subscription Shares:

The Subscription Shares will be issued pursuant to the Specific Mandate to be sought from the Independent Shareholders at the SGM. The Specific Mandate, if approved, will be valid until the completion of the Subscriptions or termination of the Subscription Agreements.

Ranking:

The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with all existing Shares presently in issue and at the time of allotment and issue of the Subscription Shares and in particular shall rank in full for all dividends and other distributions declared made or paid hereafter.

Conditions of the Subscriptions:

Completion of the Subscription Agreements is subject to the fulfillment or waiver (as the case may be) of the following conditions:

(i)  

the approval of the following resolutions at the SGM of the shareholders of the Corporation in relation to, among other things, the Subscription Agreements, the Subscriptions and the transactions contemplated thereunder:

(a)  

the Specific Mandate for the allotment and issue of the Subscription Shares pursuant to the Subscription Agreement and/or the Subscriptions; and

(b) 

the Subscription Agreements and the transactions contemplated thereunder; and

(ii)  

the listing of, and permission to deal in, all the Subscription Shares to be allotted and issued under the Subscription Agreements and/or the Subscriptions being granted by the Hong Kong Stock Exchange and such listing and permission not subsequently being revoked prior to the date of closing of the Subscription Agreements.

In the event that closing of the Subscriptions does not occur by the Closing Date (as defined below), the Subscription Agreements will immediately and automatically terminate, the obligations of the Corporation and the Subscribers under the Subscription Agreements shall immediately cease and be null and void and the subscription monies in respect of the Subscriptions will be returned to the Subscribers.

Completion of Subscription:

Subject to the fulfilment or wavier (as the case may be) of the conditions of the Subscription Agreements, completion of the Subscriptions will take place within seven days after the date of the SGM (or such other later date as the Corporation or the Subscribers may agree in writing) (the “Closing Date“).

Undertaking by the Subscribers:

Each Subscriber undertakes that he/she/it shall not trade in the Subscription Shares within four months and a day after the Closing Date.

APPLICATION FOR LISTING

Application will be made by the Corporation to the Listing Committee of the Hong Kong Stock Exchange for the grant of an approval for the listing of, and permission to deal in, the Subscription Shares.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTIONS AND USE OF PROCEEDS

The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012 and the Toronto Stock Exchange since November 16, 2012.  The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region.  The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area.  West Ells has an initial production target rate of 5,000 barrels per day.

The Directors are of the view that the Subscription will provide an incentive to retain or otherwise maintain on-going relationships with the Subscribers whose contributions are or will be beneficial to the long-term growth and development of the Group. The funds from the Subscriptions will help the Corporation at an important stage of development with the West Ells project nearing completion and about to enter its start-up phase.

The Directors (excluding the INEDs, who will form the Independent Board Committee and whose opinions will be subject to the advice to be given by Gram Capital to the Independent Board Committee) consider that the Subscription Agreements have been entered into on normal commercial terms and the terms (including the Subscription Price) are fair and reasonable and the Subscriptions are in the interests of the Corporation and the Shareholders as a whole.

The aggregate gross proceeds from the Subscriptions are expected to be HK$393,550,657.50 (approximately CDN$63,269,775.49). After deducting related fees and expenses, the aggregate net proceeds from the Subscriptions are expected to be approximately HK$391,612,282.50 (approximately CDN$62,958,149.66). The net price per Subscription Share after deducting related fees and expenses is approximately HK$0.746 (approximately CDN$0.12) per Subscription Share.  The Corporation intends to apply the net proceeds from the Subscriptions (i) for general working capital of the Group and (ii) as funds for future development of the existing business of the Group, including funding the development and operation costs of the West Ells project.

SHAREHOLDING STRUCTURE

As at the date of this announcement, the Corporation has 3,900,584,738 Shares in issue. The shareholding structure of the Corporation (i) as at the date of this announcement; and (ii) immediately after the Completion (assuming there will be no other changes in the issued Shares between the date of this announcement and the Completion) are as follows:

Name of Shareholder

As at the date of this announcement

Immediately after Completion

Number of
Shares

Approx. % of issued Shares

Number of
Shares

Approx. % of issued Shares

China Life Insurance (Group) Company

334,822,600

8.58

334,822,600

7.57

Mr. Hok Ming Tseung

295,383,656

7.57

295,383,656

6.67

Sinopec Century Bright Capital Investment Limited

239,197,500

6.13

239,197,500

5.41

Bank of China Group Investment Limited

206,611,560

5.30

206,611,560

4.67

Connected Subscribers

   Mr. Sun(1)

508,078,000

13.03

1,024,978,000

23.16

   Mr. Hibberd

99,207,085

2.54

101,274,685

2.29

   Dr. Jiang 

775,350

0.02

   Mr. Fong

8,250,621

0.21

9,250,621

0.21

   Mr. Song

516,900

0.01

Employee Subscribers

10,853,776(2)

0.28

14,328,136

0.32

Other Public Shareholders

2,198,179,940

56.36

2,198,179,940

49.67

Total

3,900,584,738

100.00

4,425,318,948

100.00

Notes:

1. Mr. Sun directly wholly owns Prime Union, which is a Subscriber under the Subscription Agreement. Accordingly, Mr. Sun is deemed to be interested in the Shares subscribed by Prime Union under the Subscription Agreement.

2. As each Employee Subscriber does not have a 5% or more beneficial interest or short position in the issued Shares and underlying Shares (which would be required to be recorded in the register maintained by the Corporation under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)), the number of Shares held by the Employee Subscribers as disclosed in the table above is not necessarily exhaustive and is based on information which was voluntarily disclosed by certain Employee Subscribers to the Corporation.

EQUITY FUND RAISING ACTIVITY IN THE PAST 12 MONTHS

The Corporation has conducted the following equity fund raising activity in the 12 months preceding the date of this announcement.

Date of announcement

Fund raising activity

Approximate net proceeds raised

Intended use of the net proceeds

Actual use of the net proceeds

June 26, 2014

Private placement of Shares

HK$543,644,000 (approximately CDN$87,399,762.07)

Settlement of outstanding accounts payable

Settlement of outstanding accounts payable

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, the Subscribers include, among others, the following Connected Subscribers:

(i)  

Prime Union, a company directly wholly owned by Mr. Sun (a non-executive Director). Mr. Sun is also a substantial shareholder of the Corporation beneficially interested in approximately 13.03% of the Corporation’s issued Shares as at the date of this announcement;

(ii)  

Mr. Hibberd (an executive Director and the Executive Vice-Chairman of the Corporation);

(iii)  

Dr. Jiang (an executive Director and the President and Chief Operating Officer of the Corporation);

(iv) 

Mr. Fong (an INED); and

(v) 

Mr. Song (an INED).

The Connected Subscribers are connected persons of the Corporation under the Listing Rules and accordingly, the Subscriptions by the Connected Subscribers constitute connected transactions for the Corporation and are subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Corporation will seek the Independent Shareholders’ approval for the Subscription Agreements entered into with the Connected Subscribers and the granting of the Specific Mandate.

Mr. Hibberd, Dr. Jiang, Mr. Sun, Mr. Fong and Mr. Song have abstained from voting on the board resolutions approving the Subscriptions due to their interests in the Subscriptions.

SGM

The SGM will be convened and held for the Independent Shareholders to consider, and if thought fit, to approve, among other things, the Subscription Agreements and the transactions contemplated thereunder, including the grant of the Specific Mandate for the allotment and issue of the Subscription Shares.

An Independent Board Committee has been established to advise the Independent Shareholders, and Gram Capital will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Subscription Agreements entered into with the Connected Subscribers and the transactions contemplated thereunder.

In view of the Subscribers’ material interests in the Subscriptions, the Subscribers and their respective associates (to the extent they have an existing interest in the Shares) will abstain from voting on the resolutions at the AGM. To the best of the Directors’ knowledge, information and belief, except for the Subscribers, no other Shareholder is required to abstain from voting on the relevant resolutions at the SGM.

A circular containing, among other things, further information on (i) the Subscription Agreements and the transactions contemplated thereunder; (ii) the respective advice from the Independent Board Committee and Gram Capital on the terms of the Subscription Agreements entered into with the Connected Subscribers and the transactions contemplated thereunder; and (iii) the notice convening the SGM and a form of proxy, is expected to be despatched to the Shareholders on or before June 22, 2015 in accordance with the Listing Rules .

Shareholders and potential investors should note that completion of the Subscription is subject to fulfillment of the conditions precedent under the Subscription Agreement. As the Subscription may or may not proceed to completion, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

“Board”

the board of Directors

“CDN$”

Canadian dollars, the lawful currency of Canada

“Corporation”

Sunshine Oilsands Ltd., a company incorporated under the Business Corporations Act of the Province of Alberta, Canada    with limited liability, the common shares of which are listed on the Hong Kong Stock Exchange and the Toronto Stock Exchange

“Completion”

completion of the Subscriptions pursuant to the terms and conditions of the Subscription Agreements

“connected person”

has the meaning ascribed to it under the Listing Rules

“Connected Subscribers”

Prime Union, Mr. Hibberd, Dr. Jiang, Mr. Fong and Mr. Song

“Directors”

the directors of the Corporation

“Dr. Jiang”

Dr. Qi Jiang, an executive Director and the President and Chief Operating Officer of the Corporation

“Employee Subscribers”

excluding the Connected Subscribers, mean certain senior managers and employees of the Group, whom the Board has selected for participation in the Subscriptions and are subscribing for the Subscription Shares under the Subscription Agreements

 

“Gram Capital”

Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and to be appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscriptions by the Connected Subscribers

“Group”

the Corporation and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Independent Board Committee”

the independent board committee comprising certain of the INEDs, namely Mr. Robert John Herdman and Mr. Gerald Franklin Stevenson

“Independent Shareholders”

Shareholders other than the Connected Subscribers and their respective associates

“INEDs”

the independent non-executive Directors

“Listing Committee”

the listing sub-committee of the board of the Hong Kong Stock Exchange

“Listing Rules”

the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

“Mr. Fong”

Mr. Raymond Shenti Fong, an INED

“Mr. Hibberd”

Mr. Michael John Hibberd, an executive Director and the Executive Vice-Chairman of the Corporation

“Mr. Song”

Mr. Zhefei Song, an INED

“Mr. Sun”

Mr. Kwok Ping Sun, a non-executive Director and a substantial shareholder of the Corporation, who holds 508,078,000 Shares, representing approximately 13.03% of the issued and outstanding Shares of the Corporation as at the date of this announcement

“PRC”

the Peoples’ Republic of China, for the purpose of this announcement, not including Hong Kong, the Macau Special Administrative Region of the PRC, and Taiwan

“Prime Union”

Prime Union Enterprises Limited, a company incorporated in the British Virgin Islands with limited liability, which is directly wholly owned by Mr. Sun as at the date of this announcement. Prime Union is engaged in investment holding.

“SGM”

a special general meeting of the Corporation to be convened and held for the purpose of considering and, if thought fit, approving the Subscription Agreements and the transactions contemplated thereunder (including the grant of the Specific Mandate)

“Share(s)”

the Class “A” common voting share(s) in the issued share capital of the Corporation

“Shareholder(s)”

holder(s) of Share(s)

“Specific Mandate”

a specific mandate to be sought from the Independent Shareholders at the SGM for the allotment and issue of the Subscription Shares to the Subscribers upon Completion

“Subscribers”

collectively the Connected Subscribers and the Employee Subscribers, and each a “Subscriber”

“Subscriptions”

the subscription of the Subscription Shares by the Subscribers pursuant to the terms of the Subscription Agreements

“Subscription Agreements”

the subscription agreements each dated May 31, 2015 entered between the Corporation and each of the Subscribers in connection with the Subscriptions

“Subscription Price”

HK$0.75 (approximately CDN$0.12) per Subscription Share

“Subscription Shares”

524,734,210 new Shares to be issued by the Corporation to the Subscribers pursuant to the Subscription Agreements

“substantial shareholder”

has the meaning ascribed to it in the Listing Rules

“%”

per cent.

For the purpose of this announcement, unless otherwise stated, translations of HK$ into CDN$ are made for illustration purposes only and are based on the Bank of Canada’s nominal noon exchange rate (as at May 29, 2015) of CDN$1.00 = HK$6.2202.

As at the date of this announcement, the Board consists of Mr. Michael John Hibberd, Dr. Qi Jiang and Mr. Jin Hu as executive directors; Mr. Hong Luo, Mr. Hok Ming Tseung, Mr. Tingan Liu, Mr. Haotian Li and Mr. Kwok Ping Sun as non-executive directors; and Mr. Raymond Shenti Fong, Mr. Robert John Herdman, Mr. Gerald Franklin Stevenson and Mr. Zhefei Song as independent non-executive directors.

FORWARD LOOKING INFORMATION

This announcement contains forward-looking information relating to, among other things, (a) the future financial performance and objectives of Sunshine; and (b) the plans and expectations of the Corporation.  Such forward-looking information is subject to various risks, uncertainties and other factors.  All statements other than statements and information of historical fact are forward-looking statements.  The use of words such as “estimate”, “forecast”, “expect”, “project”, “plan”, “target”, “vision”, “goal”, “outlook”, “may”, “will”, “should”, “believe”, “intend”, “anticipate”, “potential”, and similar expressions are intended to identify forward-looking statements.  Forward-looking statements are based on Sunshine’s experience, current beliefs, assumptions, information and perception of historical trends available to Sunshine, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta’s regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance. Although Sunshine believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.  Readers are cautioned that the assumptions and factors discussed in this announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as the Corporation’s actual results may differ materially from those expressed or implied.  Sunshine disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation.  The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements.  Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof.  For a full discussion of the Corporation’s material risk factors, see the Corporation’s annual information form for the year ended December 31, 2014 and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at www.hkexnews.hk, on the SEDAR website at www.sedar.com or the Corporation’s website at www.sunshineoilsands.com.

SOURCE Sunshine Oilsands Ltd.

For further information: Mr. Michael J. Hibberd, Executive Vice-Chairman, +1-403-984-1440; or Dr. Qi Jiang, President and Chief Operating Officer, +1-587-390-0606, investorrelations@sunshineoilsands.com, http://www.sunshineoilsands.com

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