Titan Petrochemicals shareholders to vote on restructuring matters

By Caroline Salls

Pittsburgh, May 13 – Titan Petrochemicals Group Ltd. will hold a special general meeting on May 30 for shareholders to vote on several resolutions, according to a company news release.

Specifically, the matters slated for the meeting include the following:

• Ratification of a shipyard debt rescheduling agreement between Titan Quanzhou Shipyard Co. Ltd. and Titan controlling shareholder Guangdong Zhenrong Energy Co., Ltd. (GZE);

• A shipyard termination agreement between the company, Titan Petrochemicals (Fujian) Ltd., Titan TQSL Holding Co. Ltd. and GZE related to the termination of a shipyard sale and purchase agreement and the amount of RMB740 million that was originally paid under that agreement. The company said it will issue 9,382,164,000 new shipyard termination shares at the issue price of HK$0.10 to GZE in lieu of repayment;

• An assumption agreement between Fame Dragon International Investment Ltd., Titan Petrochemicals and TQS under which Fame Dragon agreed to assume debts payable by TQS in consideration for the company agreeing to allot and issue up to 3,595,420,415 new shares at an issue price of HK$0.1 per share;

• A deed of preferred shares entered into by the company and Docile Bright Investments Ltd. in connection with the extension of the redemption period for 555 million convertible redeemable preferred shares of HK$0.01 each;

• The allotment and issue by way of open offer of 2,606,851,560 shares on the basis of one offer share for every three existing shares held by the qualifying shareholders at the subscription price of HK$0.10 per share;

• A subscription agreement between the company and Chang Xin Asset Management Corp. under which subscriber Chang Xin conditionally agrees to subscribe for 2.6 billion new shares at the subscription price of HK$0.10 per share;

• Approval as a special deal of a settlement with creditors who are also Titan shareholders in connection with the company’s scheme of arrangement;

• A waiver granted or to be granted to GZE by the Securities and Futures Commission of Hong Kong in connection with GZE’s obligations to make a mandatory offer for all the issued shares not already owned or agreed to be acquired by GZE;

• Approval of the allotment and issuance of 1,920,886,282 new ordinary shares at HK$0.10 per share to the holders of existing notes under the creditors’ scheme;

• Approval to issue warrants to FELS Offshore Pte. Ltd. for the subscription of 9.9% of the total issued share capital of the company after completion of the debt restructuring; and

• Approval of all of the terms of the restructuring documents and transactions, including those requiring the company to allot, issue and deal with new shares.

Titan Petrochemicals is a Hong Kong-based trader of petrochemicals and oil products.

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