Narrative
Full Description
Project narrative
On November 7, 2013, the Industrial and Commercial Bank of China Asia (ICBC Asia) signed an EUR 197.8 million loan agreement with Bright Horizon Global Limited, Maystar Capital Limited, and Westley Global Group Limited to acquire shares in KHD Humboldt Wedag International AG -- a German company that builds industrial plants. To facilitate the acquisition, in September 2013, Mr. Yap Lian Seng -- the owner of Bright Horizon, Maystar Capital, and Westley Global -- created three Singaporean private share-limited companies, each consisting of a single share: Europe Project Management, Europe Technology, and Europe Engineering. Mr. Seng owned the sole share in each company. In connection to the acquisition of KHD, Bright Horizon acted exclusively as the holding company of Europe Project Management and did not directly hold any KHD Shares. Similarly, Maystar Capital for acted as a holding company for Europe Technology, and Westley Global for Europe Engineering. The three "Europe" companies acted purely as acquisition companies, using the loaned money from their respective holding companies to purchase shares in KHD. After the financing of an Escrow Amount, the remaining EUR 185.8 million was provided to Europe Project Management, Europe Technology and Europe Engineering by their respective parent companies, Bright Horizon, Maystar Capital and Westley Global, in each case in the form of a shareholder loan. The shareholder loans had a term of two years. The interest rates for the shareholder loans were equal to 6-Month EURIBOR plus 2.4% per annum and were due 24 months after disbursement, but no later than March 31, 2016. The terms of the original EUR 197.8 million loan from ICBC Asia to the parent companies, which is what Record ID#100617 captures, are unknown. AVIC International Engineering Holdings Pte. Ltd. and Yap Lian Seng made an offer to acquire 60.97% stake in KHD Humboldt Wedag International AG for approximately EUR 110 million on October 11, 2013. The transaction was subject to merger/cartel clearances been obtained under the laws of Turkey, German Federal Ministry of Economics and Technology issued a certificate of non-objection, all necessary approvals of the stock exchange have been obtained and the other requirements pursuant to the listing rules and the applicable corporate laws which are necessary to obtain either in a written voting procedure or at the general shareholders meeting. As of November 20, 2013, the transaction was approved by Federal Financial Supervisory Authority. Then, on November 21, 2013, the three "Europe" companies proposed to purchase share capital in KHD in a joint offer with the Aviation Industry Corporation of China (AVIC). Then, on December 27, 2013, AVIC International Beijing Company Limited announced the successful completion of a voluntary public takeover offer for shares in KHD.
Staff comments
1. KHD Humboldt Wedag International AG is a Germany-based provider of cement plant technology, equipment, and services. Its product portfolio comprises solutions for pyro processing, such as a pre-heater for clinker pyro-processing, calciner, bypass systems, rotary kilns, clinker coolers, fans and firing systems. Through the first two decades of the 21st Century, KHD Humboldt Wedag International AG launched a range of technologies aimed at reducing the environmental impact of cement production, notably to cut NOx emissions and to enable higher rates of alternative fuel use at cement plants. 2. As of March 2014, China State-owned Assets Supervision & Administration Commission was the largest shareholder in KHD Humboldt Wedag International AG with a 89.02% stake, via AVIC Beijing Co. Ltd, a subsidiary of Aviation Industry Corporation of China.