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尤文图斯 LV4
发表于 22-9-2009 13:37:58
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BIO-TREAT TECHNOLOGY LIMITED
(Incorporated in Bermuda)
(Company Registration No.: 34074)
PROPOSED ISSUANCE OF ZERO COUPON SECURED BONDS WITH AN AGGREGATE
PRINCIPAL AMOUNT OF S$37,080,000 WITH 89,000,000 FREE DETACHABLE
WARRANTS, EACH WARRANT CARRYING THE RIGHT TO SUBSCRIBE FOR ONE (1)
NEW ORDINARY SHARE IN THE CAPITAL OF THE COMPANY
1. Introduction
1.1 On 13 January 2006, the Company entered into purchase agreements with various
investors in relation to the issue by the Company of S$206,000,000 (RMB
1,040,300,000) zero coupon convertible bonds due on 18 January 2013 (the
“Convertible Bonds”).
1.2 Subsequently on 18 January 2006, the Company entered into an agency agreement
(the “Original Agency Agreement”) with the Bank of New York Mellon (in its
capacity as, inter alia, fiscal agent) in respect of the Convertible Bonds.
1.3 On 18 January 2008, certain holders of the Convertible Bonds (the “Convertible
Bondholders”) exercised their put option in respect of the Convertible Bonds (the
“Put Bonds”), with a principal amount of S$116,400,000 (RMB 586,656,000), to
cause the Company to redeem the Convertible Bonds at 108.77% of the principal
amount, totaling S$126,608,000 (RMB 638,106,000). Pursuant to the exercise of the
put option, the Company has made partial payments amounting to S$39,972,000
(RMB 201,145,000) to these Convertible Bondholders during the financial year ended
30 June 2008. The remaining balance amounting to S$86,636,000 (RMB
436,961,000) in respect of the Put Bonds remains unpaid as at the date of this
Announcement.
1.4 Subsequently the Company had on 18 April 2008, 22 July 2008 and 23 July 2008
received notices from certain Convertible Bondholders claiming that the Company’s
failure to fully redeem the Put Bonds constituted an event of default (the “Alleged
Default”) which Alleged Default entitled these Convertible Bondholders to accelerate
the remaining Convertible Bonds held by them (the “Accelerated Bonds”) to
become immediately due and payable. The total principal amount of the remaining
Convertible Bonds that could potentially be accelerated was S$89,600,000 (RMB
453,644,000) as at 30 June 2008, of which the Company has, as at the date of this
Announcement, received notices of acceleration in respect of Convertible Bonds
amounting to S$50,600,000 (RMB 255,206,000).
1.5 The board of directors of the Company wishes to announce that the Company is
proposing to enter into an amended and restated agency agreement (the “ARAA”)
with the Bank of New York Mellon acting as the fiscal agent, warrant agent, registrar,
transfer agent and replacement agent for and on behalf of the Convertible
Bondholders.
The transactions contemplated in the ARAA (the “Transactions”) include:
(a) the marking-down of the remaining balance of the Convertible Bonds from the
principal amount of S$169,251,237 to S$37,080,000 (the “Marked-down
Bonds”) to be repayable on certain agreed bullet repayment dates; |
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