GDZR in Warburg Pincus Deal Over Titan Shares, Assets

The agreement also sees GDZR buy Neptune Storage Limited

Titan Petrochemicals Group Ltd. (Titan) [HKG:1192] said Tuesday that Guangdong Zhenrong Energy Co. Ltd (GDZR) has reached agreement with Warburg Pincus, LLC (Warburg Pincus) entity Saturn Petrochemical Holdings Limited (SPHL) to acquire all of its interests in Titan Listco Preferred Shares.

Titan also revealed in the announcement that on October 12, 2012 a BVI court sanctioned the sale of certain assets of its StorageCo entity to Neptune Storage Limited (NSL), and GDZR, who is acting through its wholly owned Fame Dragon International Investment Limited entity, will in addition purchase the entire issued share capital of NSL.

Titan said it believes NSL is owned at least in part by another Warburg Pincus entity Saturn Storage Limited (SSL).

"We are delighted to report that significant progress has been made in securing Titan's long term future," Titan Executive Director Patrick Wong Siu Hung said in an emailed comment about the announcement.

"We are now fully focused on working closely with Guangdong Zhenrong Energy to re-inject the highly valuable StorageCo assets back into Titan and to ensure that liquidation petition in Bermuda is withdrawn, all of which will greatly benefit Titan and its staff, creditors and shareholders," he added.

In a separate announcement Tuesday, Titan said the results for the six months ended June 30, 2012 it previously said would be published on or before October 31, 2012, would be delayed further due to the uncertainty of the outcome of the Bermuda Proceedings "which can have a material effect on the results and financial position of the Company."

Pending the outcome of the Bermuda Proceedings, Titan said it will seek to release the results on or before December 31, 2012.

Wrangling

The wrangling between the companies began in July when Warburg Pincus' SPHL filed a petition in the Supreme Court of Bermuda to wind up the business of Titan saying it was "insolvent and should be liquidated."

Originally scheduled to be heard on August 16, 2012, it has so far been adjourned three times.

Warburg Pincus, who has invested more than $215 million in Titan, also sued the firm in Hong Kong for breach of contract and misrepresentations regarding the financial position of some of its subsidiaries, including the British Virgin Islands StorageCo entity.

GDZR agreed to buy almost 90% of Titan for HK$175 million (USD $22.6) in early August before making an improved offer in response to an alternative plan presented by a joint venture company formed by SPHL and SouthernPec Corporation (SouthernPec).