HONG KONG, May 29 /PRNewswire/ -- Titan Petrochemicals Group Limited
("Titan") (Hong Kong Stock Code: 1192) today announced a solicitation of
consents (the "Consent Solicitation") to certain waivers and an amendment
to the Indenture, dated as of March 17, 2005 (the "Indenture") governing
Titan's 8.50% Guaranteed Senior Notes due 2012 (the "Notes") (CUSIP Nos:
888312AA3 and G8890GAA1, Common Codes: 021527807 and 021524492).
The Consent Solicitation is being undertaken to waive certain covenants
in the Indenture in order to enable Titan to consummate a proposed
transaction (the "transaction") with Warburg Pincus LLC ("Warburg Pincus").
On March 28, 2007, Titan entered into an agreement with Warburg Pincus
pursuant to which, subject to the fulfillment of certain conditions
precedent, Warburg Pincus has agreed to invest (i) US$75 million in
consideration for ordinary shares, convertible preferred shares and a
warrant for additional ordinary shares of Titan and (ii) US$100 million in
redeemable convertible preferred shares and a warrant for ordinary shares
of Titan Group Investment Limited. The transaction is described more fully
in the consent solicitation statement dated May 29, 2007 (the "Consent
Solicitation Statement").
The record date for the Consent Solicitation is the close of business,
New York City time, on May 25, 2007. The Consent Solicitation will expire
at midnight, New York City time, on June 12, 2007, unless extended. Titan
is offering to the holders of record of Notes as of the record date a
consent fee of $2.50 for each $1,000 of principal amount of the Notes in
respect of which the holder thereof has delivered (and has not validly
revoked) a valid consent prior to the expiration of the Consent
Solicitation. Titan's obligation to accept consents and pay the consent fee
is conditional, among other things, on the receipt of consents to the
waivers and amendment from holders of at least a majority in aggregate
principal amount of the Notes.
For a detailed statement of the terms and conditions of the Consent
Solicitation, and the waivers and amendments to the Indenture, holders of
the Notes should refer to the Consent Solicitation Statement. Questions
from holders regarding the Consent Solicitation or requests for additional
copies of the Consent Solicitation Statement, the Letter of Consent or
other related documents should be directed to MacKenzie Partners, Inc., the
Information Agent for the Consent Solicitation, at 105 Madison Avenue, New
York, New York, 10016 (telephone +1-800-322- 2885) or the Solicitation
Agents for the Consent Solicitation, Morgan Stanley & Co. Incorporated. In
Hong Kong, attn: Kathryn Walsh, at Three Exchange Square, 30 Floor, Central
(telephone +852-2848-7204) or in New York, attn: Tate Forrester, at 1585
Broadway, New York, New York, 10036 (telephone +1-800-624-1808 US toll-free
or +1-212-761-5384 collect).
This announcement is not a solicitation of consent with respect to any
Notes. The Consent Solicitation is being made solely by the Consent
Solicitation Statement and related documents, dated May 29, 2007, which set
forth a detailed statement of the terms of the Consent Solicitation.
The distribution of this press release in certain jurisdictions may be
restricted by law. Persons into whose possession this press release comes
are required to inform themselves about, and to observe, any such
restrictions.
About Titan
Titan is a fully integrated downstream oil logistics company, providing
end-to-end transportation, storage, supply and distribution services on a
single platform. Titan is listed on the Hong Kong Stock Exchange (Hong Kong
Stock Code: 1192) and has its headquarters in Hong Kong. It currently
operates in China, Hong Kong, Singapore and Malaysia. China StorageCo,
through its subsidiaries, is principally engaged in on-shore storage
terminal operations in China through large-scale world-class oil and
chemical storage facilities in three strategic locations on China's
southern and eastern coast. The first phases of two of the sites, in
Guangdong and Fujian Province, are currently operational. Construction of
the third site in Yangshan, near Shanghai is underway. For more information
on Titan and its on-shore storage terminal operations in China, please
visit http://www.petrotitan.com and http://www.petrotitan.com/eng/upcoming.
Forward-looking Information
The information contained in this press release that addresses future
results or expectations is considered "forward-looking" information within
the definition of the U.S. federal securities laws. Forward-looking
information in this document can be identified through the use of words
such as "may," "will," "intend," "plan," "project," "expect," "anticipate,"
"should," "would," "believe," "estimate," "contemplate" and "possible." The
forward- looking information is premised on many factors, some of which are
outlined below. Actual consolidated results might differ materially from
projected forward-looking information if there are any material changes in
management's assumptions.
The forward-looking information and statements are or may be based on a
series of projections and estimates and involve risks and uncertainties.
These risks and uncertainties include such factors as: the competitive
markets for the oil transportation, oil storage, oil trading and supply and
ship refueling businesses; general political and economic conditions,
including those related to China; volatility in market prices for crude oil
and refined products; interruptions in the supply of crude oil; expansion,
consolidation or other trends in the oil transportation, oil storage, oil
trading and supply and ship refueling businesses; possible disruptions to
commercial activities due to natural and human-induced disasters, including
terrorist activities and armed conflict; exchange rate fluctuations; our
ability to expand and manage our oil transportation, oil storage, oil
trading and supply and ship refueling businesses; regulations and
restrictions, including environmental regulations, in the countries in
which we operate; developments in the legal system of China; changes in
production of or demand for oil and refined products, either globally or
regionally; the availability to us of suitable vessels for acquisition or
chartering on favorable terms; fluctuations in ship charter rates, freight
rates, currency exchange rates and the prices of bunker fuel; our ability
to obtain, maintain, renew and comply with the requirements of licenses,
permits and other governmental authorizations required to conduct our
operations; and other operating risks and factors.
Management undertakes no obligation to correct or update any forward-
looking statements, whether as a result of new information, future events,
or otherwise. Persons are advised, however, to consult any further
disclosures management makes on related subjects in its press releases.
SOURCE Titan Petrochemicals Group Limited
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