Global law firm Norton Rose Fulbright has advised Jilin Province Communication Investment Group Co., Ltd. (Jiaotou) on its RMB1.5 billion investment into Global Bio-chem Technology Group Company Limited (GBT).
A People’s Republic of China (PRC) investment fund was set up by Jiaotou and certain other investors to fund the investment. The transaction was successfully completed on 15 October 2015 and Jiaotou (through the PRC fund) has become the new controlling shareholder of GBT.
Jiaotou is one of the key state-owned enterprises in Jilin Province in China and is mainly engaged in investment and development of transportation infrastructure, agriculture, culture and logistics projects with total assets of approximately RMB28 billion as of 31 December 2014.
GBT, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (HKSE), has the controlling interest of approximately 64% of the issued shares in another Hong Kong-listed company Global Sweeteners Holdings Limited (GSH).
GBT is principally engaged in the manufacture and sale, research and development of corn-based biochemical products in China, whereas GSH is one of the largest corn sweeteners producers in China.
Under the subscription agreement, the subscriber (an offshore subsidiary of the PRC Fund) has conditionally agreed to acquire approximately 49% of the issued shares of GBT and certain amount of convertible bonds for a total consideration of RMB1.5 billion.
The transaction involved a range of issues under the Hong Kong Takeovers Code (Code) including the interpretation of chain principle and the concept of “statutory control” under Rule 26 of the Code. It also involved the grant of “whitewash” waiver by the Hong Kong Securities and Future Commission (SFC). Additionally, it implicated SFC’s latest internal position on the convertible preference shares issue, particularly regarding the publication of the UK Takeover Panel’s consultation paper on restrictions and suspensions of voting rights in July 2015.
The team in Hong Kong was led by partner Psyche Tai, supported by partner Winnie Chan, senior associate Aldo Chan and associate Jaycen Liao.
For further information please contact:
Agnese Rone, Marketing and Communications Executive, Asia
Tel: +852 3405 2445
Notes for editors:
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