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Hong Kong Exchanges and Clearing Limited and The StockExchange of Hong Kong Limited take no responsibility for thecontents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim anyliability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of thisannouncement.SAMLING GLOBAL LIMITED三林環球有限公司*(incorporated in Bermudawith limited liability)(Stock Code: 3938)DISCLOSEABLE TRANSACTIONANDUNUSUAL PRICE MOVEMENTSOn 19 November 2009, SGL Trading entered intothe SPA and Convertible Loan Agreement;whereby SGL Trading will provide the Convertible Loan in the amount of US$36.9 million(approximately HK$286.0 million) to PT Borneo.Since the applicable percentage ratios set outin Rule 14.07 of the Listing Rules exceed 5% but donot exceed 25%, the provision of the Convertible Loan constitute a discloseable transaction of theCompany under the Listing Rules.BACKGROUNDPT Borneo is the holder of a Mining Business Permit to develop the coal resources contained in thearea covered by the Mining Business Permit. On19 November 2009, SGL Trading entered into theSPA and Convertible Loan Agreement whereby SGL Trading will provide the Convertible Loan in theamount of US$36.9 million (approximately HK$286.0 million) to PT Borneo.*for identification purposes only–1–
Details of the SPA and Convertible Loan Agreement are as follows:THE SPA AND CONVERTIBLE LOAN AGREEMENT DATED 19 NOVEMBER 2009Parties:—Alex—Bakti—FHD—MSM—SGL Trading (together with MSM, the‘‘Investors’’)—PT BorneoTo the best of the Directors’knowledge, informationand belief having made all reasonable enquiry,Alex, Bakti, FHD, MSM, PT Borneo and their respective ultimate beneficial owners are third partiesindependent of the Company and connected persons of the Company.Sale and Purchase of SharesAlex will sell and MSM will buy the Sale Shares.The Convertible LoanThe Convertible Loan is to be disbursed in two tranches as set forth below and convertible to shares inPT Borneo. The Convertible Loan will be used by PT Borneo to repay its existing indebtedness.First Tranche (the‘‘Initial Loan’’):Subject to the fulfillment of conditions precedent,including the completion of the sale and transfer ofthe Sale Shares to MSM, SGL Trading shall provide PT Borneo with the Initial Loan in the amount ofUS$9.0 million (approximately HK$69.8 million).On the same date, Alex and SGL Trading are to arrange for the opening of an Escrow Account andonce the Escrow Agent has executed the Escrow Agreement, SGL Trading shall deposit the AdditionalLoan in an amount equal to US$ 27.9 million (approximately HK$216.2 million) to the EscrowAccount.Second Tranche (the‘‘Additional Loan’’):Subject to the fulfilment of conditions precedents, including SGL Trading being satisfied with theresult of its due diligence on PT Borneo, the Additional Loan shall be disbursed from the EscrowAccount to PT Borneo on the terms and conditions ofthe SPA and Convertible Loan Agreement. Theprovision of the Convertible Loan, was determined after arm’s length negotiations between the partiesbased on normal commercial terms.Subject to the procurement of all necessary permits, SGL Trading shall have the option to convert allor part of the Convertible Loan into shares of PT Borneo up the maximum of 82% of all shares issuedby PT Borneo.–2–