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patient wait,,,,,,,,,,,,too much share for bb to push,,,,,,,,,,,,,,,,,,,,,soon the institution will joint in to chase,,,,,,,,,,,,,,,,,,look at gmg,,,,,,,,,,,,upp,,,,,,,,,,,,,rowsley...........and swingmedia,,,,,,,,,,,,,,,,,,,,,,,,,so,,,,,,,,,,,,,,,,,,,,,,,,,,,,let it rose and rose
(Company Registration No. 199903007C)
PROPOSED ACQUISITION OF 22.8% OF ZUOQUAN XINRUI METALLURGY MINE CO. LTD.
- SIGNING OF SUPPLEMENTAL AGREEMENT
The Board of Directors of Abterra Ltd. (the “Company”) refers to the Company’s announcements made
on 18 December 2007 (Proposed Acquisition of 22.8% of Zuoquan Xinrui Metallurgy Mine Co. Ltd.)
(“Announcement”) and 29 January 2008 (Response to SGX Queries on Proposed Acquisition of
Zuoquan Xinrui Metallurgy Mine Co. Ltd.) in relation to the proposed acquisition of 22.8% of the equity
interest in Zuoquan Xinrui Metallurgy Mine Co. Ltd (左权县鑫瑞治金矿山有限公司) (“Xinrui”) (the
“Proposed Acquisition”). Capitalised terms in this announcement shall, unless the contrary is stated
otherwise, have the meanings ascribed to them in the Announcement.
The Company and Shenzhen Manfu Industrial Company Limited (深圳市满孚实业有限公司) (“Manfu”)
have today entered into a Supplemental Agreement to amend the terms of the Sale and Purchase
Agreement (“Supplemental Agreement”).
Under the terms of the Supplemental Agreement, the parties agreed as follows :-
1. The acquisition of Manfu’s 22.8% equity interest in Xinrui shall be effected via the purchase of
Manfu’s 100% shareholding interest in Max Harvest Enterprise Limited (万溢企业有限公司) (“Max
Harvest”).
Since the execution of the Sale and Purchase Agreement, Manfu’s 22.8% equity interest in Xinrui
has been transferred to its subsidiary, Tianjin Kaitemei Trading Co., Ltd. (天津凯特美贸易有限公
司) (“Tianjin Kaitemei”), a wholly foreign-owned enterprise in the People’s Republic of China.
Tianjin Kaitemei is 100% owned by Max Harvest, a company incorporated in Hong Kong. Max
Harvest is wholly owned by Manfu.
2. The mode of payment of the balance purchase consideration was amended.
The Company paid RMB160,000,000 of the purchase consideration to Manfu on 18 December
2007 pursuant to the Sale and Purchase Agreement. The parties agreed that the balance
purchase consideration is RMB230,500,000(1). The parties agreed that the said balance purchase
consideration is discharged by the Company setting-off the amount of RMB230,500,000 (being
part of existing debts owing from Manfu to the Company(2)) against the balance purchase
consideration.
Notes:
(1) The balance purchase consideration of RMB230,500,000 includes the agreed monetary value of the options
which have been cancelled, after accounting for fluctuations in the exchange rate between RMB and S$.
(2) The debts owing by the Vendor to the Company arise due to the novation of trade receivables due to the
Company by a customer of the Company to the Vendor.
3. Completion of the Sale and Purchase Agreement was deferred to 30 June 2010 (“Completion
Date”).
4. The parties agreed that the Company was not intended to assume the accrued liabilities of Max
Harvest and Tianjin Kaitemei outstanding to Manfu (the “Liabilities”). Accordingly, under the
Supplemental Agreement, Manfu has agreed to pay the Company an amount equal to the
Liabilities on Completion.
5. In the event Completion does not take place on the Completion Date for any reason whatsoever
which is not attributable to any delay on the part of the Purchaser:-
(a) the Vendor shall pay to the Purchaser, interest on the aggregate of the First Instalment
and the Balance Consideration at the rate of 5% above the prevailing lending rate of the
People's Bank of China for the period (i) of three (3) months after the Completion Date; or
(ii) of time between the Completion Date and the date of actual Completion, whichever is
shorter. The said interest is payable monthly by way of telegraphic transfer to a bank
account designated by the Purchaser in writing to the Vendor or such other means as the
Purchaser may indicate to the Vendor in writing; and
(b) further, in the event that actual Completion does not take place within 3 months of the
Completion Date (or such other time period as the Purchaser may agree to in writing)
(“Final Completion Date”):-
(i) the Sale and Purchase Agreement shall terminate automatically whereupon,
subject to (ii) below, all obligations and liabilities of the Parties thereunder shall
ipso facto cease and determine and no Party shall have any claim against the
other Party for costs, compensation, damages or otherwise; and
(ii) the Vendor shall refund the First Instalment and the Balance Consideration to the
Purchaser within five (5) Business Days after the Final Completion Date by way
of telegraphic transfer to a bank account designated by the Purchaser in writing
to the Vendor or such other means as the Purchaser may indicate to the Vendor
in writing.
Upon Completion of the Sale and Purchase Agreement, Max Harvest and Tianjin Kaitemei will become
subsidiaries of the Company, and Xinrui will become an associated company of the Company.
There is no change to the financial effects of the Proposed Acquisition announced in the Announcement.
Assuming that the Proposed Acquisition had been completed on 31 December 2008 (based on the last
audited financial statements of the Company), the net tangible assets per share of the Company will not
be affected by the Proposed Acquisition as Xinrui’s financial results would not be consolidated with the
Company’s financial statements.
The effect of the Proposed Acquisition on the earnings per share of the Company for the financial period
ended 31 December 2008 assuming that the transaction had been effected at the beginning of that
financial period is as follows:
Earnings per share For the financial period
ended 31 December 2008
Before adjusting for Proposed Acquisition (0.31) cents
After adjusting for Proposed Acquisition (0.26) cents
None of the Directors of the Company has any interest, direct or indirect, in the Proposed Acquisition, or
in Max Harvest, Tianjin Kaitemei and Xinrui. As far as the Directors are aware, no substantial shareholder
of the Company has any interest, direct or indirect, in the Proposed Acquisition and the Directors of the
Company have not received any notification of any interest in the Proposed Acquisition from any
substantial shareholder of the Company.
Issued by Abterra Ltd.
Lau Yu
Chief Executive Officer
9 April 2010
About
PROPOSED ACQUISITION OF 22.8% OF ZUOQUAN XINRUI METALLURGY MINE CO. LTD.
- SIGNING OF SUPPLEMENTAL AGREEMENT
The Board of Directors of Abterra Ltd. (the “Company”) refers to the Company’s announcements made
on 18 December 2007 (Proposed Acquisition of 22.8% of Zuoquan Xinrui Metallurgy Mine Co. Ltd.)
(“Announcement”) and 29 January 2008 (Response to SGX Queries on Proposed Acquisition of
Zuoquan Xinrui Metallurgy Mine Co. Ltd.) in relation to the proposed acquisition of 22.8% of the equity
interest in Zuoquan Xinrui Metallurgy Mine Co. Ltd (左权县鑫瑞治金矿山有限公司) (“Xinrui”) (the
“Proposed Acquisition”). Capitalised terms in this announcement shall, unless the contrary is stated
otherwise, have the meanings ascribed to them in the Announcement.
The Company and Shenzhen Manfu Industrial Company Limited (深圳市满孚实业有限公司) (“Manfu”)
have today entered into a Supplemental Agreement to amend the terms of the Sale and Purchase
Agreement (“Supplemental Agreement”).
Under the terms of the Supplemental Agreement, the parties agreed as follows :-
1. The acquisition of Manfu’s 22.8% equity interest in Xinrui shall be effected via the purchase of
Manfu’s 100% shareholding interest in Max Harvest Enterprise Limited (万溢企业有限公司) (“Max
Harvest”).
Since the execution of the Sale and Purchase Agreement, Manfu’s 22.8% equity interest in Xinrui
has been transferred to its subsidiary, Tianjin Kaitemei Trading Co., Ltd. (天津凯特美贸易有限公
司) (“Tianjin Kaitemei”), a wholly foreign-owned enterprise in the People’s Republic of China.
Tianjin Kaitemei is 100% owned by Max Harvest, a company incorporated in Hong Kong. Max
Harvest is wholly owned by Manfu.
2. The mode of payment of the balance purchase consideration was amended.
The Company paid RMB160,000,000 of the purchase consideration to Manfu on 18 December
2007 pursuant to the Sale and Purchase Agreement. The parties agreed that the balance
purchase consideration is RMB230,500,000(1). The parties agreed that the said balance purchase
consideration is discharged by the Company setting-off the amount of RMB230,500,000 (being
part of existing debts owing from Manfu to the Company(2)) against the balance purchase
consideration.
Notes:
(1) The balance purchase consideration of RMB230,500,000 includes the agreed monetary value of the options
which have been cancelled, after accounting for fluctuations in the exchange rate between RMB and S$.
(2) The debts owing by the Vendor to the Company arise due to the novation of trade receivables due to the
Company by a customer of the Company to the Vendor.
3. Completion of the Sale and Purchase Agreement was deferred to 30 June 2010 (“Completion
Date”).
4. The parties agreed that the Company was not intended to assume the accrued liabilities of Max
Harvest and Tianjin Kaitemei outstanding to Manfu (the “Liabilities”). Accordingly, under the
Supplemental Agreement, Manfu has agreed to pay the Company an amount equal to the
Liabilities on Completion.
5. In the event Completion does not take place on the Completion Date for any reason whatsoever
which is not attributable to any delay on the part of the Purchaser:-
(a) the Vendor shall pay to the Purchaser, interest on the aggregate of the First Instalment
and the Balance Consideration at the rate of 5% above the prevailing lending rate of the
People's Bank of China for the period (i) of three (3) months after the Completion Date; or
(ii) of time between the Completion Date and the date of actual Completion, whichever is
shorter. The said interest is payable monthly by way of telegraphic transfer to a bank
account designated by the Purchaser in writing to the Vendor or such other means as the
Purchaser may indicate to the Vendor in writing; and
(b) further, in the event that actual Completion does not take place within 3 months of the
Completion Date (or such other time period as the Purchaser may agree to in writing)
(“Final Completion Date”):-
(i) the Sale and Purchase Agreement shall terminate automatically whereupon,
subject to (ii) below, all obligations and liabilities of the Parties thereunder shall
ipso facto cease and determine and no Party shall have any claim against the
other Party for costs, compensation, damages or otherwise; and
(ii) the Vendor shall refund the First Instalment and the Balance Consideration to the
Purchaser within five (5) Business Days after the Final Completion Date by way
of telegraphic transfer to a bank account designated by the Purchaser in writing
to the Vendor or such other means as the Purchaser may indicate to the Vendor
in writing.
Upon Completion of the Sale and Purchase Agreement, Max Harvest and Tianjin Kaitemei will become
subsidiaries of the Company, and Xinrui will become an associated company of the Company.
There is no change to the financial effects of the Proposed Acquisition announced in the Announcement.
Assuming that the Proposed Acquisition had been completed on 31 December 2008 (based on the last
audited financial statements of the Company), the net tangible assets per share of the Company will not
be affected by the Proposed Acquisition as Xinrui’s financial results would not be consolidated with the
Company’s financial statements.
The effect of the Proposed Acquisition on the earnings per share of the Company for the financial period
ended 31 December 2008 assuming that the transaction had been effected at the beginning of that
financial period is as follows:
Earnings per share For the financial period
ended 31 December 2008
Before adjusting for Proposed Acquisition (0.31) cents
After adjusting for Proposed Acquisition (0.26) cents
None of the Directors of the Company has any interest, direct or indirect, in the Proposed Acquisition, or
in Max Harvest, Tianjin Kaitemei and Xinrui. As far as the Directors are aware, no substantial shareholder
of the Company has any interest, direct or indirect, in the Proposed Acquisition and the Directors of the
Company have not received any notification of any interest in the Proposed Acquisition from any
substantial shareholder of the Company.
Issued by Abterra Ltd.
Lau Yu
Chief Executive Officer
9 April 2010
About
Bought @4c,
Sold @6c...
But may still 'cheong' up...
ABTERRA LTD.
(Registration No. 199903007C)
(1) ISSUE OF PLACEMENT SHARES PURSUANT TO EQUITY LINE FACILITY
AGREEMENT
(2) LISTING AND QUOTATION OF PLACEMENT SHARES
Where capitalised terms are used in this announcement and not otherwise defined, such terms
shall bear the same meaning as ascribed to them in the Company’s announcements on 17
February 2010, 23 February 2010 and 8 March 2010 in relation to the Equity Line Financing
Agreement dated 17 February 2010 and entered into between the Company and YA Global
Master SPV Ltd (the “Agreement”).
The board of directors (the “Board”) of Abterra Ltd. (the “Company”) refers to the
announcements released by the Company on the SGXNet on 17 February 2010, 23 February
2010 and 8 March 2010 in relation to the Agreement.
The Board wishes to announce that, pursuant to an Advance Notice (as defined in the Agreement)
dated 25 March 2010, the Purchaser has made available the advance amount of S$970,000
(after deduction of the 3% commission payable to the Purchaser under the Agreement) to the
Company. Pursuant to the Agreement, the Company has on 7 April 2010 allotted and issued
17,477,629 Placement Shares to the Purchaser at the Purchase Price of S$0.057216 per
Placement Share. The Placement Shares are expected to be listed and quoted on the Mainboard
of the Singapore Exchange Securities Trading Limited with effect from 9.00 am on 9 April 2010.
Pursuant to the above, the share capital of the Company has increased from 202,354,610 to
203,354,610 comprising 5,166,517,148 ordinary shares.
The Placement Shares will rank parri passu in all respects with the existing ordinary shares of the
Company.
The SGX-ST’s AIP is not an indication of the merits of the Agreement, the issue of the Advance
Shares, the Advance Shares, the Company and/or its subsidiaries.
Use of Net Proceeds
The Board wishes to provide the following update on the usage of the net proceeds from the
Placement, as follows:
S$’000
Net proceeds as of 23
March 2010
460,000
Usage:
Working Capital (460,000)
Balance -
The use of net proceeds of the Placement is in accordance with the stated use set out in the
announcement released by the Company on the SGXNet on 17 February 2010 in relation to the
Agreement, ie. for general corporate and working capital purposes. The Board will continue to
provide announcements on the utilisation of the usage of the net proceeds from the Placement as
and when the proceeds are materially disbursed.
(Registration No. 199903007C)
(1) ISSUE OF PLACEMENT SHARES PURSUANT TO EQUITY LINE FACILITY
AGREEMENT
(2) LISTING AND QUOTATION OF PLACEMENT SHARES
Where capitalised terms are used in this announcement and not otherwise defined, such terms
shall bear the same meaning as ascribed to them in the Company’s announcements on 17
February 2010, 23 February 2010 and 8 March 2010 in relation to the Equity Line Financing
Agreement dated 17 February 2010 and entered into between the Company and YA Global
Master SPV Ltd (the “Agreement”).
The board of directors (the “Board”) of Abterra Ltd. (the “Company”) refers to the
announcements released by the Company on the SGXNet on 17 February 2010, 23 February
2010 and 8 March 2010 in relation to the Agreement.
The Board wishes to announce that, pursuant to an Advance Notice (as defined in the Agreement)
dated 25 March 2010, the Purchaser has made available the advance amount of S$970,000
(after deduction of the 3% commission payable to the Purchaser under the Agreement) to the
Company. Pursuant to the Agreement, the Company has on 7 April 2010 allotted and issued
17,477,629 Placement Shares to the Purchaser at the Purchase Price of S$0.057216 per
Placement Share. The Placement Shares are expected to be listed and quoted on the Mainboard
of the Singapore Exchange Securities Trading Limited with effect from 9.00 am on 9 April 2010.
Pursuant to the above, the share capital of the Company has increased from 202,354,610 to
203,354,610 comprising 5,166,517,148 ordinary shares.
The Placement Shares will rank parri passu in all respects with the existing ordinary shares of the
Company.
The SGX-ST’s AIP is not an indication of the merits of the Agreement, the issue of the Advance
Shares, the Advance Shares, the Company and/or its subsidiaries.
Use of Net Proceeds
The Board wishes to provide the following update on the usage of the net proceeds from the
Placement, as follows:
S$’000
Net proceeds as of 23
March 2010
460,000
Usage:
Working Capital (460,000)
Balance -
The use of net proceeds of the Placement is in accordance with the stated use set out in the
announcement released by the Company on the SGXNet on 17 February 2010 in relation to the
Agreement, ie. for general corporate and working capital purposes. The Board will continue to
provide announcements on the utilisation of the usage of the net proceeds from the Placement as
and when the proceeds are materially disbursed.
2,000,000 bog at 0.065.....cheong ah....
looks like abterra time. already touched .065 today with high volume.
HOPE SO, HOPE SO.
renzokun ( Date: 24-Mar-2010 12:38) Posted:
|
yeah way to go man 
A steal now but iron ore is set to soar
BARRY FITZGERALD
March 24, 2010 - 12:14PMThere is no doubt that iron ore prices are set to rise sharply in the year ahead. The only question now is will the increase from last year's prices be 60 per cent, 90 per cent or something like 110 per cent?
Overnight suggestions that the world's biggest producer of the steelmaking raw material, Brazil's Vale, had in fact struck a deal for a 114 per cent increase starting from April gave iron ore stocks a bit of a push along in early trade today.
But Vale spoilt the fun by coming out with an announcement that it had not reached such a settlement, or at least that it "not published any new press release to the capital markets about its product prices."
"Vale also states that the results of our marketing efforts will be publicly presented at the regular disclosure of our quarterly financial statements, in accordance with current legislation," the company said.
What it did do was confirm it had joined BHP Billiton in the push to move the global seaborne trade in iron ore from one based on annual contract price settlements to one based on short-term tonnage arrangements with prices set by reference to spot prices.
To that end, Vale said it had filed documents filed with the Brazilian Comissão de Valores Mobiliários and other regulatory bodies.
"Vale has officially informed that it recently implemented a new marketing policy, involving, among other things, a more flexible approach in relation to prices of iron ore, including the basis of sale, and this flexibility is fully applicable to markets and customers in different regions where Vale operates," the company said.
Analyst at E.L & C Baillieu, Adrian Prendergast, said that a similar rumor about Vale settling iron ore prices circulated a few weeks ago (that was for an 80 per cent increase) and also proved to be false.
"In either case spot prices are still running and were last at US$149-$150 a tonne or 140 per cent above last year's contract price of $62 per tonne! International steel prices are also getting a good kick along," Mr Prendergast said.
Didn't read news? Iron ore price going to cheong, wordwide counters on iron ore all going up....
have observed it for the past 1 year. seems like the same pattern is re-appearing. sudden surge in june 09, then followed by a plunged by about 50%
abterra just broke 0.055 wall by heavy volume? any idea why?
GAiN largEly due tO mines revalution.
can cOal PRiCE bring gOOd prOfit when Oil PRiCE iS lOw?
God_of_War ( Date: 27-Feb-2010 22:19) Posted:
|
just register into sharejunction.
The sell volume is thinning at 5 cents and buy volume is increasing. Sign of price explosion?
Question 7, I meant when turnaround in the operation of the company's continuing operations will happen.
hotokee ( Date: 08-Mar-2010 16:24) Posted:
|
This placement-like exercise is equivalent to selling shares (in this case at a discount) to the financier of the company. There are several impact shareholders who going to EGM must consider:
1. Is there a dilution to their holdings. 2. Is the issue paripasu with existing shares 3. Is there an alternative to issuing the shares?
4. If there is an alternative, why don't use it? 5. Will the company consolidate the shares after issue?
6. What is the purpose for this exercise and 7. When is it envisaged that a turnaround of the company will happen?
All shareholders should attend the meeting.
I believe so, for the new equity of 20M they got from YA. The issue shares will corresponds to ~0.048 cents. HavingYA accepts this price it seems the price can be higher than this, otherwise YA will loose money. Am I right to say this?
henrykay ( Date: 08-Mar-2010 13:59) Posted:
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iS the turnarOund and prOfit sustainable?
http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_7A1F28D02A70B4E5482576E000090BC9/$file/Announcement-AIP.pdf?openelement
Are they issuing new shares again????