Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8173)
INTERIM RESULTS ANNOUNCEMENT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2015
The Board of Directors (the 'Board') of Pan Asia Mining Limited (the 'Company') is pleased to announce the interim results of the Company and its subsidiaries (together as the 'Group') for the six months ended 30 September 2015. This announcement, containing the full text of the Interim Report 2016 of the Group, complies with the relevant requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of interim results.
By order of the Board
Pan Asia Mining Limited Koh Tat Lee, Michael Chairman
Hong Kong, 13 November 2015
As at the date of this announcement, the Board comprises three executive directors, Mr. Michael Koh Tat Lee, Mr. Cheung Hung Man and Mr. Tan Chong Gin; two non-executive director, Mr. Liang Tong Wei and Mr. Wong Chi Man; and three independent non-executive directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze and Mr. Fung Kwok Leung.
This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market ('GEM') of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.
This announcement will remain on the page of 'Latest Company Announcement' on the GEM website for at least 7 days from the date of its posting.
GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on The Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.
This report, for which the directors of Pan Asia Mining Limited (the 'Directors') collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Pan Asia Mining Limited. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.
MATERIAL ACQUISITION AND DISPOSAL
There was no material acquisition or disposal during the six months ended 30 September 2015 (the 'Period').
BUSINESS AND FINANCIAL REVIEW
For the reasons of declining international metal prices and sluggish scrap metal market in Singapore half year revenue of our metal trading business in the country reduced to approximately HK$7,735,000 (2014: approximately HK$15,565,000). Beverage distribution and trading also encountered various hurdles reducing the half year revenue to approximately HK$1,057,000 (2014: approximately HK$4,597,000).
The Group's revenue for the Period amounted to approximately HK$8,792,000 (2014: approximately HK$20,944,000), decreased by approximately HK$12,152,000 as compared to the same period in 2014. The significant decrease in revenue was mainly attributed to the decreased revenue from metals business, which amounted to approximately HK$7,735,000 for the Period (2014: approximately HK$15,565,000). Besides, revenue from beverage business for the Period also contracted to approximately HK$1,057,000 (2014: approximately HK$4,597,000).
During the Period, the Group has incurred a gross loss of approximately HK$11,299,000 (2014: approximately HK$81,000) mainly attributable to stock provision of approximately HK$10,727,000 (2014: nil) for the bottled spring water inventory the validity of which are going to expire shortly. Other operating expenses, net amounted to approximately HK$5,411,000 (2014: approximately HK$3,703,000). Profit for the period increased to approximately HK$157,235,000 (2014: loss for the period of approximately HK$98,889,000) of which approximately HK$251,146,000 (2014: Nil) was attributable to the fair value gain on redemption of convertible bonds liabilities.
CAPITAL STRUCTURE AND LIQUIDITY
Redemption of Convertible Bonds and Issuance of New Bonds
The restructuring of convertible bonds was completed on 12 May 2015. The outstanding convertible bonds in principal amount of US$201,474,359 (equivalent to approximately HK$1,571,500,000) due for repayment in 2018 ('Old Bonds') were fully redeemed by issuance of convertible bonds in principal amount of US$140,000,000 (equivalent to approximately HK$1,092,000,000) due in 2020 ('New Bonds'). A one-off fair value gain on redemption of the convertible bonds liabilities of approximately HK$251,146,000 (2014: Nil) was recorded (further details in note 20 to the condensed interim financial information).
As of the date of this report, the New Bonds in principal amount of US$60,000,000 (equivalent to approximately HK$468,000,000) were converted at HK$0.50 per share into 936,000,000 issued shares of the Company according to terms of the deed of New Bonds.
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Interim Report 2016 1
As a result, the Company had outstanding New Bonds in the carrying value of approximately HK$423,404,000 (31 March 2015: convertible bonds of approximately HK$857,287,000) convertible into 1,248,000,000 ordinary shares (31 March 2015: 68,955,682 ordinary shares) of the Company of at par value of HK$0.50 each. The New Bonds in outstanding principal amount of US$80,000,000 (equivalent to approximately HK$624,000,000) are due for full redemption on 12 May 2020.
Net liabilities of the Group improved to approximately HK$206,107,000 from approximately HK$625,023,000 as at 31 March 2015. The improvement is attributable to the conversion of New Bonds into shares by the bond holder during the period. Had all of the New Bonds been converted as at 30 September 2015, the Group net worth would be approximately HK$162,150,000.
Proposed capital reduction of issued shares and sub-division of unissued shares
On 19 June 2015, the Company proposed to implement a reduction of the issued share capital by reducing the par value of each issued share of the Company ('Share') from HK$0.50 to HK$0.25 by cancelling the paid up share capital to the extent of HK$0.25 per issued Share ('Original Capital Reduction') so that following such reduction, each issued Share with a par value of HK$0.50 in the share capital of the Company shall become one (1) new share with par value of HK$0.25 each ('Original New Share'). Immediately following the Original Capital Reduction, each of the authorised but unissued Shares with par value of HK$0.50 be subdivided into two (2) Original New Shares with par value of HK$0.25 each ('Original Sub-division').
The Original Capital Reduction and the Original Sub-division were approved by the shareholders of the Company by way of special resolution at the extraordinary general meeting of the Company held on 24 July 2015.
In light of the share price of the Company that have been trading below HK$0.25 since 6 July 2015 and in order to give greater flexibility to the Company to raise funds in the future, on 20 August 2015, the Company proposed to extend the Original Capital Reduction and the Original Sub-division. The Company therefore proposed a reduction of the issued share capital by reducing the par value of each issued Shares from HK$0.50 to HK$0.01 by cancelling the paid up share capital to the extent of HK$0.49 per issued Share ('Capital Reduction') so that following such reduction, each issued Share with a par value of HK$0.50 in the share capital of the Company shall become one (1) new share with par value of HK$0.01 ('New Share'). Immediately following the Capital Reduction, each of the authorised but unissued Shares with par value of HK$0.50 shall be subdivided into fifty (50) New Shares with par value of HK$0.01 each ('Sub-division').
The credit arising from the Capital Reduction shall be applied towards offsetting the accumulated deficit of the Company as at the effective date of the Capital Reduction, thereby reducing the accumulated deficit of the Company. The balance of credit (if any) will be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and the memorandum and articles of association of the Company and as the Board considers appropriate.
2 Pan Asia Mining Limited
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