| Part I |
| 1. |
Date of notice to issuer |
29/12/2009 |
| 2. |
Name of Substantial Shareholder |
Besco Holdings Limited ("Besco"), a wholly owned subsidiary of HSBC International Trustee Limited |
| 3. |
Notice Type |
Notice of a New Substantial Shareholder's interest.
|
| Part II |
| 1. |
Date of change of Interest |
29/12/2009 |
| 2. |
Name of Registered Holder |
Sea-Sea Marine Company Limited and Pilot Assets Group Limited |
| 3. |
Circumstance(s) giving rise to the interest or change in interest |
# Others
Acquisition of deemed interest in the 142,081,611 shares of Courage Marine Group Limited ("Courage Marine") representing 13.42% of the issued shares of Courage Marine directly held by Sea-Sea Marine Company Limited ("SSMC") and 6,737,000 shares of Courage Marine representing 0.63% of the issued shares of Courage Marine held by Pilot Assets Group Limited ("PAGL") which SSMC is deemed interested in by reason of an acquisition by Besco of 100% of the shares of SSMC from Mr Hsu Chih-Chien. Besco is wholly owned by HSBC International Trustee Limited as trustee of The Lowndes Foundation, a discretionary trust set up by Mr Hsu Chih-Chien ("The Foundation"). |
| 4. |
Information relating to shares held in the name of the Registered Holder |
| |
| No. of Shares held before the change |
148818611 |
| As a percentage of issued share capital |
14.06 % |
| No. of Shares which are subject of this notice |
148818611 |
| As a percentage of issued share capital |
14.06 % |
| Amount of consideration (excluding brokerage and stamp duties) per share paid or received |
0 |
| No. of Shares held after the change |
148818611 |
| As a percentage of issued share capital |
14.06 % |
|
| Part III - Not Required |
| Part IV |
| 1. |
Holdings of Substantial Shareholder, including direct and deemed interest : |
| |
| |
Direct |
Deemed |
| No. of shares held before the change |
0 |
0 |
| As a percentage of issued share capital |
0 % |
0 % |
| No. of shares held after the change |
0 |
148818611 |
| As a percentage of issued share capital |
0 % |
14.06 % |
| Footnotes |
(1) The change in percentage level held before and after is calculated based on the issued ordinary shares of Courage Marine Group Limited ("Shares") of 1,058,829,308 Shares as at 29 December 2009.
(2) As of 29 December 2009, SSMC has a direct interest in 142,081,611 Shares and a deemed interest in 6,737,000 Shares held by Pilot Assets Group Limited. SSMC holds 21.43% in Pilot Assets Group Limited. Prior to the transfer by Mr Hsu Chih-Chien of 100% of his interest in SSMC to Besco, further details of which is set out in paragraph 3 below, Mr Hsu Chih-Chien who then held 100% of the issued shares of SSMC was deemed by virtue of Section 7(4A) of the Companies Act to have an interest in 148,818,611 Shares representing 14.06% of the issued Shares in which SSMC has an interest.
(3) On 29th December 2009, Mr Hsu Chih-Chien transferred 100% of his interests in SSMC to Besco for nominal consideration. HSBC International Trustee Limited (the "Trustee"), as trustee of The Foundation holds 100% of the shares of Besco on behalf of The Foundation and is therefore deemed interested through Besco in the shares of Courage Marine held by SSMC, both direct and deemed. Under the terms of the trust deed entered into between the Trustee and Mr Hsu Chih-Chien, as settlor establishing The Foundation, the Trustee may in its absolute discretion at any time appoint additional persons to become beneficiaries under The Foundation and the Trustee has full power from time to time to apply the whole or any part of the trust fund for the benefit of one or more beneficiaries in such proportions or manner and upon such other terms and conditions as the Trustee shall in its absolute and uncontrolled discretion deem appropriate.
(4) Accordingly, Besco and the Trustee, on behalf of The Foundation, has a deemed interest of 148,818,611 Shares representing 14.06% of the issued Shares.
Note:
The shareholdings held before and after the change as a percentage were calculated based on a total of 1,058,829,308 issued shares in the capital of Courage Marine Group Limited, excluding treasury shares (if any). |
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