CHEMOIL ENERGY LIMITED 
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Name of Announcer * | CHEMOIL ENERGY LIMITED |
Company Registration No. | 200591 / 200006955E |
Announcement submitted on behalf of | CHEMOIL ENERGY LIMITED |
Announcement is submitted with respect to * | CHEMOIL ENERGY LIMITED |
Announcement is submitted by * | THOMAS KEVIN REILLY |
Designation * | CEO |
Date & Time of Broadcast | 20-Mar-2014 18:33:11 |
Announcement No. | 00107 |
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Announcement Title * Proposed Voluntary Delisting of Chemoil Energy Limited - Approval-In-Principle of the SGX for the proposed delisting
Description Please see attached.
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https://www1.sgxnet.sgx.com/sgxnet/LCAnncSubmission.nsf/vwprint/A5941D6D9E7...
3/20/2014
CHEMOIL ENERGY LIMITED (Company Registration No.: 200591) (Incorporated in Hong Kong S.A.R.) PROPOSED VOLUNTARY DELISTING OF CHEMOIL ENERGY LIMITED - APPROVAL-IN-PRINCIPLE OF THE SINGAPORE EXCHANGE SECURITIES TRADING LIMITED FOR THE PROPOSED DELISTING 1. APPROVAL-IN-PRINCIPLE BY SGX-ST FOR PROPOSED DELISTINGThe Board of Directors of Chemoil Energy Limited (the "Company") refers to the joint announcement dated 25 February 2014 (the "Joint Announcement") made by Singfuel Investment Pte. Ltd., an indirect wholly-owned subsidiary of Glencore Xstrata plc, (the "Offeror") and the Company in relation to the proposed privatisation (the "Delisting Proposal") of the Company by way of a voluntary delisting (the "Delisting") from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Delisting is proposed to be made pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST (the "Listing Manual"). Under the Delisting Proposal, DBS Bank Ltd., for and on behalf of the Offeror will make an exit offer (the "Exit Offer") to acquire:
(a) all the issued ordinary shares in the Company ("Shares"), held by the shareholders of the Company ("Shareholders"), other than those Shares already owned, controlled or agreed to be acquired by the Offeror; and
(b) all new Shares unconditionally issued or to be issued pursuant to the valid exercise, prior to the close of the Exit Offer, of any options to subscribe for new Shares under the 2006 Share Option Scheme of the Company,
on the terms and subject to the conditions set out in the Joint Announcement and the exit offer letter to be issued by the Offeror to the Shareholders containing, inter alia, the terms of the Exit Offer and the relevant acceptance forms.
All capitalised terms used and not defined herein shall have the same meanings given to them in the Joint Announcement, unless otherwise expressly stated or the context otherwise requires.
The Company wishes to announce that the SGX-ST has in its letter dated 20 March 2014 advised that it has no objection to the Delisting, subject to the following:
(a) compliance with the Listing Manual requirements; and
(b) approval of the Delisting by Shareholders at a general meeting to be convened by the
Company in compliance with the requirements of Rule 1307 of the Listing Manual. The SGX-ST's decision is not to be taken as an indication of the merits of the Delisting.
Further information on the Delisting Proposal, the advice of PrimePartners Corporate Finance Pte. Ltd. (the "IFA"), the independent financial adviser to the Independent Chemoil Directors, and the recommendation of the Independent Chemoil Directors in relation to the Exit Offer and the Delisting Proposal, will be set out in a circular (the "Circular") to Shareholders to be
despatched by the Company in due course. In the meantime, Shareholders are advised to exercise caution when dealing in their Shares and refrain from taking any action in relation to their Shares which may be prejudicial to their interests until they or their advisers have considered the recommendation of the Independent Chemoil Directors as well as the advice of the IFA as set out in the Circular.
The directors of the Company (the "Directors") (including any who may have delegated detailed supervision of the preparation of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement which relate to the Company (excluding information relating to the Delisting Proposal, the Exit Offer, the Offeror and/or Glencore) are fair and accurate and that, where appropriate, no material facts which relate to the Company have been omitted from this announcement, and the Directors jointly and severally accept responsibility accordingly.
Where any information which relates to the Company has been extracted or reproduced from published or otherwise publicly available sources or obtained from the Offeror or Glencore, the sole responsibility of the Directors has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this announcement. The Directors do not accept any responsibility for any information relating to the Delisting Proposal, the Exit Offer, the Offeror and/or Glencore or any opinion expressed by the Offeror.
BY ORDER OF THE BOARD
Thomas Kevin Reilly
Director
20 March 2014
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