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today dont seem too bad. at least not much shorting. Mr Wise, what's your thoughts? anything gonna happen over the weekend that will result it next week's result?
RELEASE: ALBEDO & TEMASYA EXTEND DEADLINE FOR SIGNING RTO DEAL, ADD TWO MORE LAND PARCELS TO DEAL
- Deadline to reach S& P is now 30 September 2013 - Additional land parcels under negotiation total 157 acres Singapore, 30 August 2013 ? Albedo Limited, a steel trading company listed on the Catalist of the Singapore Exchange, announced that the deadline for agreeing to a reverse takeover deal with Temasya Cergas Sdn Bhd has been extended from today to 30 September 2013. Albedo and Temasya said they have today signed a supplemental agreement to a Memorandum of Understanding (MOU) announced on 16 August 2013. Both parties have agreed to extend the deadline as well as to include two more land parcels in the MOU for negotiation. The additional land parcels, also located in Gelang Patah in the Iskandar region, cover a total area of 157 acres, comprising a 53-acre parcel and another of 104 acres. The land will be used for industrial, commercial, and residential mixed property development. It is accessible from Johor Bahru City via multiple access roads and also via the Tuas Second Link Expressway. The latest land parcels will increase the total under the MOU to about 919 acres, including the 762 acres announced in the MOU last week. Under the proposed terms of the MOU, Albedo will pay for the land by allotting and issuing new ordinary shares to Temasya. This may result in a potential reverse takeover pursuant to Rule 1015 of Listing Manual (Section B: Rules of Catalist) of the Singapore Exchange Securities Trading Limited. Albedo Limited was founded by CEO Tai Kok Chuan in 1988. It is engaged in general wholesale trade, manufacturing and processing, and supply and distribution of industrial and engineering raw materials, instruments, semi-finished and finished products to the iron and steel industry in the Asia Pacific region. Albedo was listed on the then SGX-SESDAQ in 2006. - End - ![[Image: earth_zps00d18159.jpg]](http://i1329.photobucket.com/albums/w556/hrinoa/earth_zps00d18159.jpg) The world doesn't revolve around you
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ALBEDO LIMITED
(Company Registration No. 200505118M)
PROPOSED ACQUISITION OF 51% EQUITY INTEREST OF POH GOLDEN GER
RESOURCES LIMITED
Introduction
The Board of Directors (the ?Board? or the ?Directors?) of Albedo Limited (the ?Company? and
together with its subsidiaries, the ?Group?) wishes to announce that the Company had on 6
September 2011 entered into a conditional sale and purchase agreement (the ?Agreement?)
with Sekkei Company Pte Ltd (the ?Vendor?) (each a ?Party? and collectively, the ?Parties?) to
acquire from the Vendor 51% equity interest in Poh Golden Ger Resources Limited (the ?Target
Company?) (the ?Sale Shares?), which in turn holds the entire issued and paid-up share capital
of Poh Coal Mongolia LLC (the ?Asset Company?) (the ?Proposed Acquisition?). The Asset
Company holds certain minerals exploration rights in Mongolia. The purchase consideration of
the Proposed Acquisition is to be satisfied by the issuance to the Vendor such number of new
ordinary shares in the capital of the Company (?Shares?), representing 29.9% of the prevailing
issued and paid-up share capital of the Company (?Consideration Shares?), on a fully diluted
basis upon completion of the Proposed Acquisition (the ?Completion?).
Information on the Vendor
The Vendor is an investment holding company owning 100% of the equity interest of the Target
Company. The Vendor is in turn owned by Poh Kay Ping, an entrepreneur who has substantial
business interests in the logistics and transportation business in Singapore and coal mine
resources in Mongolia. Poh Kay Ping is also the sole director of the Vendor.
Neither the Vendor, Poh Kay Ping nor Teo Bee Cheng is related to Directors and controlling
shareholders of the Company. Further, neither the Vendor, Poh Kay Ping nor Teo Bee Cheng is
presently a substantial shareholder of the Company.
Information on the Target Company and the Asset Company
The Target Company was incorporated in Seychelles on 28 May 2011 and has an issued and
paid-up share capital of US$100 comprising 100 ordinary shares. The Target Company is an
investment holding company owing 100% equity interest of the Asset Company. Save for the
Asset Company, the Target Company does not hold any other business interests or have any
other subsidiaries.
The Asset Company was incorporated in Mongolia on 21 June 2011 and has an issued and
paid-up share capital of US$100,000 comprising 100% of the total issued shares. The Asset
Company currently holds two (2) exploration licences for coal in Mongolia. The two (2)
exploration licences are for coal mines with land areas of about 2098.41 hectares (licence
number 15418) (the ?15418 Licence?) and 133.86 hectares (licence number 15414) (the
?15414X Licence?) (?Project Land Areas?). The 15418X Licence is for a coal mine located
about 55 kilometres East of Tavan Tolgoi, which is one of Mongolia?s largest open pit coal mine
in the Tsogttsetsii sum district of Ömnögovi Province in Southern Mongolia. The 15414X
Licence is for a coal mine adjacent to Tavan Tolgoi. The Company will conduct the necessary
due diligence on the Target Company and the Asset Company as set out in the Conditions
Subsequent section below.
The sole director of the Target Company is Poh Kay Ping and the sole director of the Asset
Company is Teo Bee Cheng.
Purchase Consideration
Subject to the terms and conditions of the Agreement, the Parties have agreed that the
Proposed Acquisition is to be satisfied by the issuance of the Consideration Shares (the
?Proposed Share Issue?) based on an issue price for each Consideration Share of S$0.02 per
Share, which is equal to the closing price for trades of the Shares done on the Singapore
Exchange Securities Trading Limited (the ?SGX-ST?) for the last trading day immediately
preceding the execution of the Agreement, being 19 August 2011. As such, the purchase
consideration is computed to be approximately S$1.70 million.
Salient Terms of the Agreement
Conditions Precedent
The Completion is subject to the following conditions precedent, inter alia:-
1. Vendor?s Board and Shareholders? Approvals
The resolution of the Board and shareholders of the Vendor having been obtained for
the entry into, implementation and completion of, the Proposed Acquisition contemplated
in the Agreement.
2. Company?s Board and Shareholders? Approvals
The resolution of the Board and shareholders of the Company (?Shareholders?) having
been obtained at an extraordinary general meeting (?EGM?) of the Company for the
allotment and issue of the Consideration Shares to the Vendors in relation to the entry
into, implementation and completion of, the Proposed Acquisition contemplated to be
entered into in the Agreement.
3. Regulatory Approvals
All necessary consents, approvals and waivers of any government bodies, the SGX-ST
and other regulatory authority having jurisdiction over the transaction contemplated in
the Agreement and all other transactions in connection therewith and incidental thereto,
having been obtained by the Company or the Vendor, as relevant, (including without
limitation the approval in-principle from the SGX-ST being obtained by the Company in
relation to the listing and quotation of the Consideration Shares on Catalist), such
consents, approvals and waivers not having been amended or revoked before date of
the completion of the Proposed Acquisition (?Completion Date?), and to the extent that
such consents, approvals and waivers are subject to any conditions required to be
fulfilled before the Completion Date, all such conditions precedent having been duly so
fulfilled.
4. No Illegality of Transaction
No relevant authority taking, instituting, implementing or threatening to take, institute or
implement any action, proceeding, suit, investigation, inquiry or reference, or having
made, proposed or enacted any statute, regulation, decision, ruling, statement or order
or taken any steps, and there not continuing to be in effect or outstanding any statute,
regulation, decision, ruling, statement or order which would or might:-
(i) make the transaction contemplated in the Agreement and all other transaction in
connection therewith and incidental thereto, void, illegal and/or unenforceable or
otherwise restrict, restrain, prohibit or otherwise frustrate or be adverse to the same
(ii) render the Company unable to purchase all or any of the Sale Shares in the manner
set out in the Agreement and/or
(iii) render the Vendor unable to dispose all or any of its Sale Shares in the manner set
out in the Agreement.
5. Representations, Undertakings and Warranties
All representations, undertakings and warranties of the Vendor and the Company under
the Agreement being complied with, true, complete, accurate and correct in all material
respects to the best knowledge and belief of the Vendor and the Company as at the date
of the Agreement and the Completion Date.
6. Discharge of All Indemnities and Guarantees
Save for the guarantees granted to respective banks in relation to the borrowings of Thai
Tech Steel (2003) Co., Ltd as well as any other corporate indemnities and guarantees the
Company may have granted for its subsidiaries in Singapore for normal trade financing
facilities, the Purchaser shall have discharged all indemnities, guarantees and other
agreements, instruments or arrangements having analogous effect, granted in favour of
any other person or entity.
Upon satisfaction of the aforesaid conditions precedent, the Company will issue the
Consideration Shares in favour of the Vendor, whereby the Consideration Shares shall be kept
with the escrow agent, Stamford Corporate Services Pte Ltd (the ?Escrow Agent?) until the
satisfaction of all of the conditions subsequent as set out below.
Conditions Subsequent
Upon satisfaction or waiver of the conditions precedent, the Agreement is subject to the
following conditions subsequent, inter alia:-
1. Resource Estimate Report
The issuance of an independent valuation report by an independent firm of professional
valuers acceptable to the Parties opining that the resources of coal in the Project Land
Areas of the Asset Company is not less than 20 million tonnes of coal with KCal/kg
values of not less than 5,000 KCal/kg (?Independent Valuation Report?).
2. Satisfactory Due Diligence
The satisfactory outcome of due diligence carried out by the Company into the financial,
legal, contractual, tax and business of the Target Company and the Asset Company, and
the relevant titles to their assets, to confirm, inter alia, that:-
(i) The Target Company holds the legal and beneficial ownership of the entire issued
and paid-up share capital of the Asset Company, which shall be free from all
encumbrances
(ii) The Asset Company having sole rights, title and interests, and all necessary licenses,
permits, consents or other approvals:-
(I) to search and explore for minerals in the Project Land Areas and
(II) to have access to, make use of, and perform all other activities in, the Project
Land Areas that may be necessary or convenient in connection with the above.
(iii) The Independent Valuation Report opining that the value of coal in the Project Land
Areas being to be not less than US$20.00 million, where the Independent Valuation
Report shall be paid for by the Vendor
provided that the Company shall not deem the outcome of such due diligence
unsatisfactory without reasonable cause and without first giving the Vendor a period of at
least 20 business days to remedy any default in respect thereof.
3. Regulatory Approvals
All necessary consents, approvals and waivers of any government bodies, the SGX-ST
and other regulatory authority having jurisdiction over the transaction contemplated,
having been obtained by the Company or the Vendor, as relevant, such consents,
approvals and waivers not having been amended or revoked.
Share Cancellation Arrangement
If any condition subsequent is not satisfied or waived or there is an occurrence that will prevent
a condition subsequent from being satisfied by the relevant long stop dates as set out in the
Agreement, the Parties agree to cancel all Consideration Shares issued to the Vendor by way of
selective capital reduction under the Companies Act (Chapter 50) of Singapore as soon as
practicable following the date falling 14 days after the satisfaction of the conditions subsequent
(the ?Post-Completion Adjustment Date?). Upon the cancellation of the Consideration Shares,
the Company shall transfer all the rights, title and interest in and to the Sale Shares to the
Vendor, (collectively, ?Share Cancellation Arrangement?). Following the completion of the
Share Cancellation Arrangement, the Agreement shall automatically terminate and neither Party
shall have any claim against each other.
Post-Completion Adjustment
If the conditions subsequent are satisfied, the following events shall occur on the Post-
Completion Adjustment Date:-
(a) the Escrow Agent will release to the Vendor the certificates for all the
Consideration Shares issued and arrange for these shares to be listed on the SGXST.
(b) in the event that the Independent Valuation Report reflects a value of US$20.00
million and above:-
(i) the Parties agree that the shareholding of the Company in the Target
Company shall be reduced (?Post-Completion Adjustment?) in accordance
with a straight line formula (?Post-Completion Adjustment Formula?)
subject to a minimum shareholding of 16.9% by the Company in the Target
Company. For illustration purposes, if the value as opined in the Independent
Valuation Report is US$20.00 million, then the Company?s shareholding in
the Target Company will be 51.00%. If the value as opined in the
Independent Valuation Report is US$40.00 million or US$43.00 million, then
the Company?s shareholding in the Target Company will be 23.72% or
19.63% respectively. The Company will have an interest of 16.90% in the
Target Company if the value as opined in the Independent Valuation Report
is US$45.00 million and above.
Rationale for the Proposed Acquisition
The Directors believe that the Proposed Acquisition will enable the Group to embark on a new
business in the coal mining sector and potentially acquire an asset of at least US$10.2 million in
value with a computed purchase consideration of S$1.70 million.
The Directors are of the view that there is significant growth potential in the coal mining sector
and the Proposed Acquisition is expected to generate new revenue streams for the Group and
enhance the Group?s financial performance in the near future.
Financial Effects on the Proposed Acquisition
The pro-forma financial effects of the Proposed Acquisition is for illustration purposes only and
do not reflect the actual financial results of the Company after Completion. The following proforma
financial effects have been prepared based on the audited consolidated financial
statements of the Group for the financial year ended 31 December 2010 (?FY2010?), and
assuming that the Proposed Acquisition had been completed on 1 January 2010 for illustrating
the financial effects on the consolidated earnings and earnings per Share (?EPS?) of the Group
and on 31 December 2010 for illustrating the financial effects on the consolidated net tangible
assets (?NTA?) and consolidated net asset value of the Group.
EPS
The effects of the Proposed Acquisition on the EPS of the Group for FY2010 are as follows:-
Before the Proposed
Acquisition
After the Proposed
Acquisition
Loss attributable to
Shareholders (S$?000)
15,929 15,929
Weighted average number of
shares (?000)
104,942 189,991(1)
EPS (cents) -15.2 -8.4
Note:
(1) The number of Consideration Shares is derived on a fully diluted basis, that is based on the
existing issued share capital of the Company as at the date of this Announcement and assuming
the full conversion of the 45,000,000 unlisted warrants issued in June 2011, the 6,635,000 share
options pursuant to the Albedo Employee Share Option Scheme and the 9,818,181 convertible
bonds issued in August 2011 (?Existing Convertible Securities?).
NTA
The effects of the Proposed Acquisition on the NTA per share of the Company for FY2010 are
as follows:-
Before the Proposed
Acquisition
After the Proposed
Acquisition
NTA (S$?000) 1,712 1,712
Number of shares (?000) 104,942 189,991(1)
NTA per share (cents) 1.6 0.9
Note:
(1) The number of Consideration Shares is derived on a fully diluted basis, that is based on the
existing issued share capital of the Company as at the date of this Announcement and assuming
the full conversion of the Existing Convertible Securities.
Shareholding Interests
The substantial shareholders of the Company as at the date of this Announcement are set out
below:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Mdm Oei Siu Hoa 33,000,000 23.92 - -
China Leap Limited(1) 30,000,000 21.75 - -
Dato Dr Choo Yeow
Ming(1) - - 30,000,000 21.75
Mr Tai Kok Chuan 20,010,000 14.51 - -
Note:
(1) China Leap Limited is wholly-owned by Dato Dr Choo Yeow Ming. Accordingly, Dato Choo Yeow
Ming is deemed interested in the 30,000,000 Shares held by China Leap Limited.
Upon Completion and assuming that none of the Existing Convertible Securities are converted
to ordinary shares of the Company, the substantial shareholders of the Company will be as
follows:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Sekkei Company
Pte Ltd
58,836,948(1) 29.90 - -
Mdm Oei Siu Hoa 33,000,000 16.77 - -
China Leap Limited 30,000,000 15.25 - -
Dato Dr Choo Yeow
Ming
- - 30,000,000 15.25
Mr Tai Kok Chuan 20,010,000 10.17 - -
Note:
(1) Based on the issue of 58,836,948 of Consideration Shares, representing 29.90% of the issued
share capital of the Company as at the date of this Announcement
Upon Completion and assuming that all Existing Convertible Securities are converted to
ordinary shares of the Company, the substantial shareholders of the Company will be as
follows:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Sekkei Company Pte
Ltd
85,048,790(1) 29.90 - -
Mdm Oei Siu Hoa 33,000,000 11.60 - -
China Leap Limited 30,000,000 10.55 - -
Dato Dr Choo Yeow
Ming
45,000,000 15.82 30,000,000 10.55
Mr Tai Kok Chuan 21,510,000 7.56 - -
Note:
(1) Based on the issue of 85,048,790 Consideration Shares, representing 29.90% of the enlarged
issued share capital of the Company following the full conversion of all Existing Convertible
Securities.
Transaction Requiring Shareholders? Approval
For the purposes of Chapter 10 of the Listing Manual (Section B: Rules of Catalist) of the SGXST
(?Catalist Listing Manual?), the relatives figures for the Proposed Acquisition computed
based on the bases set out in Rule 1006 based on the latest announced audited consolidated
results of the Group for FY2010 are as follows:-
Rule Bases of calculation Size of relative figure (to the
nearest 2 decimal places)
1006 (a)
Net asset value of assets being disposed
of, compared with the Group?s net asset
value
Not applicable
1006 (b)
Net profit attributable to the assets
acquired, compared with the Group?s net
profits
Not meaningful(1)
1006 (c)
Aggregate value of consideration given,
compared with the Company?s market
capitalisation based on the total number
of issued shares excluding treasury
shares
61.66%
1006 (d)
The number of equity securities issued by
the Company as consideration for an
acquisition, compared with the number of
equity securities previously in issue
61.66%
1006 (e) The aggregate volume or amount of
proven and probable reserves to be
Not applicable
disposed of, compared with the aggregate
of the group's proven and probable
reserves.
Notes:
(1) Not meaningful as the Target Company and the Asset Company are incorporated in May 2011
and June 2011 respectively, for the purpose of holding the exploration licences. There has since
been no business activity for these companies.
(2) The Company?s market capitalisation as at 5 September 2011 (being the market day preceding
the date of the Agreement) was approximately S$2,758,843 (based on the weighted average
price of S$0.02 per Share of the Shares transacted on the market day preceding the execution of
the Agreement, being 19 August 2011). The aggregate value of the purchase consideration is
computed to be S$1,700,976.
(3) The number of equity securities currently in issue is 137,942,142 Shares. The number of
Consideration Shares to be issued by the Company upon Completion and on a fully diluted basis
is 85,048,790 Shares.
The Proposed Acquisition constitutes a ?discloseable transaction? to the Company pursuant to
Rule 1010 of the Listing Manual Section B: Rules of the Catalist of the SGX-ST, as computed
on the above bases. The Company will be seeking the approval of Shareholders at the EGM to
be convened for the allotment and issue of up to 85,048,790 Consideration Shares to the
Vendor in relation to the entry into, implementation and completion of, the Proposed Acquisition.
A circular to Shareholders setting out further information on the Proposed Acquisition will be
despatched to Shareholders in due course. The Company will announce the proposed date of
the EGM at a later date.
Interest of Directors and Controlling Shareholders
None of the Directors, and to the best knowledge of the Directors, none of the controlling
shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition.
There are no directors who are proposed to be appointed to the Board in connection with the
Proposed Acquisition. Accordingly, no service contracts are proposed to be entered into
between the Company and any such person.
Shareholders? Caution
A circular to Shareholders (the ?Circular?) setting out the information on the Proposed
Acquisition, together with a notice of EGM, will be despatched to Shareholders in due course. In
the meantime, Shareholders are advised to refrain from taking any action in relation to their
Shares in the Company which may be prejudicial to their interests until they or their advisers
have considered the information and recommendations to be set out in the Circular.
In addition, there is no assurance that the Proposed Acquisition will be completed, Shareholders
are advised to refrain from taking any action which may be prejudicial to their interests before
seeking advice from their stockbrokers, bank managers, solicitors, accountants or other
professional advisers (as appropriate).
Responsibility Statement
The Directors (including those who may have delegated detailed supervision of this
announcement) have taken all reasonable care to ensure that the facts stated in this
announcement are fair and accurate and that no material facts have been omitted from this
announcement and they jointly and severally accept responsibility accordingly.
Document for Inspection
A copy of the Agreement is available for inspection during normal business hours at the
Company?s registered office for three (3) months from the date of this Announcement. The
Company will also make available for inspection the Independent Valuation Report at the
Company?s registered office once it is finalised and issued to the Company.
Announcements
Further announcements on the Proposed Acquisition will be made in due course as and when
appropriate.
BY ORDER OF THE BOARD
6 September 2011
This announcement has been prepared by the Company and its contents have been reviewed by the
Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the ?Sponsor?) for compliance with the
relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this
announcement.
This announcement has not been examined or approved by the SGX-ST and SGX-ST assumes no
responsibility for the contents of this announcement, including the correctness of any of the statements or
opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil
Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
(Company Registration No. 200505118M)
PROPOSED ACQUISITION OF 51% EQUITY INTEREST OF POH GOLDEN GER
RESOURCES LIMITED
Introduction
The Board of Directors (the ?Board? or the ?Directors?) of Albedo Limited (the ?Company? and
together with its subsidiaries, the ?Group?) wishes to announce that the Company had on 6
September 2011 entered into a conditional sale and purchase agreement (the ?Agreement?)
with Sekkei Company Pte Ltd (the ?Vendor?) (each a ?Party? and collectively, the ?Parties?) to
acquire from the Vendor 51% equity interest in Poh Golden Ger Resources Limited (the ?Target
Company?) (the ?Sale Shares?), which in turn holds the entire issued and paid-up share capital
of Poh Coal Mongolia LLC (the ?Asset Company?) (the ?Proposed Acquisition?). The Asset
Company holds certain minerals exploration rights in Mongolia. The purchase consideration of
the Proposed Acquisition is to be satisfied by the issuance to the Vendor such number of new
ordinary shares in the capital of the Company (?Shares?), representing 29.9% of the prevailing
issued and paid-up share capital of the Company (?Consideration Shares?), on a fully diluted
basis upon completion of the Proposed Acquisition (the ?Completion?).
Information on the Vendor
The Vendor is an investment holding company owning 100% of the equity interest of the Target
Company. The Vendor is in turn owned by Poh Kay Ping, an entrepreneur who has substantial
business interests in the logistics and transportation business in Singapore and coal mine
resources in Mongolia. Poh Kay Ping is also the sole director of the Vendor.
Neither the Vendor, Poh Kay Ping nor Teo Bee Cheng is related to Directors and controlling
shareholders of the Company. Further, neither the Vendor, Poh Kay Ping nor Teo Bee Cheng is
presently a substantial shareholder of the Company.
Information on the Target Company and the Asset Company
The Target Company was incorporated in Seychelles on 28 May 2011 and has an issued and
paid-up share capital of US$100 comprising 100 ordinary shares. The Target Company is an
investment holding company owing 100% equity interest of the Asset Company. Save for the
Asset Company, the Target Company does not hold any other business interests or have any
other subsidiaries.
The Asset Company was incorporated in Mongolia on 21 June 2011 and has an issued and
paid-up share capital of US$100,000 comprising 100% of the total issued shares. The Asset
Company currently holds two (2) exploration licences for coal in Mongolia. The two (2)
exploration licences are for coal mines with land areas of about 2098.41 hectares (licence
number 15418) (the ?15418 Licence?) and 133.86 hectares (licence number 15414) (the
?15414X Licence?) (?Project Land Areas?). The 15418X Licence is for a coal mine located
about 55 kilometres East of Tavan Tolgoi, which is one of Mongolia?s largest open pit coal mine
in the Tsogttsetsii sum district of Ömnögovi Province in Southern Mongolia. The 15414X
Licence is for a coal mine adjacent to Tavan Tolgoi. The Company will conduct the necessary
due diligence on the Target Company and the Asset Company as set out in the Conditions
Subsequent section below.
The sole director of the Target Company is Poh Kay Ping and the sole director of the Asset
Company is Teo Bee Cheng.
Purchase Consideration
Subject to the terms and conditions of the Agreement, the Parties have agreed that the
Proposed Acquisition is to be satisfied by the issuance of the Consideration Shares (the
?Proposed Share Issue?) based on an issue price for each Consideration Share of S$0.02 per
Share, which is equal to the closing price for trades of the Shares done on the Singapore
Exchange Securities Trading Limited (the ?SGX-ST?) for the last trading day immediately
preceding the execution of the Agreement, being 19 August 2011. As such, the purchase
consideration is computed to be approximately S$1.70 million.
Salient Terms of the Agreement
Conditions Precedent
The Completion is subject to the following conditions precedent, inter alia:-
1. Vendor?s Board and Shareholders? Approvals
The resolution of the Board and shareholders of the Vendor having been obtained for
the entry into, implementation and completion of, the Proposed Acquisition contemplated
in the Agreement.
2. Company?s Board and Shareholders? Approvals
The resolution of the Board and shareholders of the Company (?Shareholders?) having
been obtained at an extraordinary general meeting (?EGM?) of the Company for the
allotment and issue of the Consideration Shares to the Vendors in relation to the entry
into, implementation and completion of, the Proposed Acquisition contemplated to be
entered into in the Agreement.
3. Regulatory Approvals
All necessary consents, approvals and waivers of any government bodies, the SGX-ST
and other regulatory authority having jurisdiction over the transaction contemplated in
the Agreement and all other transactions in connection therewith and incidental thereto,
having been obtained by the Company or the Vendor, as relevant, (including without
limitation the approval in-principle from the SGX-ST being obtained by the Company in
relation to the listing and quotation of the Consideration Shares on Catalist), such
consents, approvals and waivers not having been amended or revoked before date of
the completion of the Proposed Acquisition (?Completion Date?), and to the extent that
such consents, approvals and waivers are subject to any conditions required to be
fulfilled before the Completion Date, all such conditions precedent having been duly so
fulfilled.
4. No Illegality of Transaction
No relevant authority taking, instituting, implementing or threatening to take, institute or
implement any action, proceeding, suit, investigation, inquiry or reference, or having
made, proposed or enacted any statute, regulation, decision, ruling, statement or order
or taken any steps, and there not continuing to be in effect or outstanding any statute,
regulation, decision, ruling, statement or order which would or might:-
(i) make the transaction contemplated in the Agreement and all other transaction in
connection therewith and incidental thereto, void, illegal and/or unenforceable or
otherwise restrict, restrain, prohibit or otherwise frustrate or be adverse to the same
(ii) render the Company unable to purchase all or any of the Sale Shares in the manner
set out in the Agreement and/or
(iii) render the Vendor unable to dispose all or any of its Sale Shares in the manner set
out in the Agreement.
5. Representations, Undertakings and Warranties
All representations, undertakings and warranties of the Vendor and the Company under
the Agreement being complied with, true, complete, accurate and correct in all material
respects to the best knowledge and belief of the Vendor and the Company as at the date
of the Agreement and the Completion Date.
6. Discharge of All Indemnities and Guarantees
Save for the guarantees granted to respective banks in relation to the borrowings of Thai
Tech Steel (2003) Co., Ltd as well as any other corporate indemnities and guarantees the
Company may have granted for its subsidiaries in Singapore for normal trade financing
facilities, the Purchaser shall have discharged all indemnities, guarantees and other
agreements, instruments or arrangements having analogous effect, granted in favour of
any other person or entity.
Upon satisfaction of the aforesaid conditions precedent, the Company will issue the
Consideration Shares in favour of the Vendor, whereby the Consideration Shares shall be kept
with the escrow agent, Stamford Corporate Services Pte Ltd (the ?Escrow Agent?) until the
satisfaction of all of the conditions subsequent as set out below.
Conditions Subsequent
Upon satisfaction or waiver of the conditions precedent, the Agreement is subject to the
following conditions subsequent, inter alia:-
1. Resource Estimate Report
The issuance of an independent valuation report by an independent firm of professional
valuers acceptable to the Parties opining that the resources of coal in the Project Land
Areas of the Asset Company is not less than 20 million tonnes of coal with KCal/kg
values of not less than 5,000 KCal/kg (?Independent Valuation Report?).
2. Satisfactory Due Diligence
The satisfactory outcome of due diligence carried out by the Company into the financial,
legal, contractual, tax and business of the Target Company and the Asset Company, and
the relevant titles to their assets, to confirm, inter alia, that:-
(i) The Target Company holds the legal and beneficial ownership of the entire issued
and paid-up share capital of the Asset Company, which shall be free from all
encumbrances
(ii) The Asset Company having sole rights, title and interests, and all necessary licenses,
permits, consents or other approvals:-
(I) to search and explore for minerals in the Project Land Areas and
(II) to have access to, make use of, and perform all other activities in, the Project
Land Areas that may be necessary or convenient in connection with the above.
(iii) The Independent Valuation Report opining that the value of coal in the Project Land
Areas being to be not less than US$20.00 million, where the Independent Valuation
Report shall be paid for by the Vendor
provided that the Company shall not deem the outcome of such due diligence
unsatisfactory without reasonable cause and without first giving the Vendor a period of at
least 20 business days to remedy any default in respect thereof.
3. Regulatory Approvals
All necessary consents, approvals and waivers of any government bodies, the SGX-ST
and other regulatory authority having jurisdiction over the transaction contemplated,
having been obtained by the Company or the Vendor, as relevant, such consents,
approvals and waivers not having been amended or revoked.
Share Cancellation Arrangement
If any condition subsequent is not satisfied or waived or there is an occurrence that will prevent
a condition subsequent from being satisfied by the relevant long stop dates as set out in the
Agreement, the Parties agree to cancel all Consideration Shares issued to the Vendor by way of
selective capital reduction under the Companies Act (Chapter 50) of Singapore as soon as
practicable following the date falling 14 days after the satisfaction of the conditions subsequent
(the ?Post-Completion Adjustment Date?). Upon the cancellation of the Consideration Shares,
the Company shall transfer all the rights, title and interest in and to the Sale Shares to the
Vendor, (collectively, ?Share Cancellation Arrangement?). Following the completion of the
Share Cancellation Arrangement, the Agreement shall automatically terminate and neither Party
shall have any claim against each other.
Post-Completion Adjustment
If the conditions subsequent are satisfied, the following events shall occur on the Post-
Completion Adjustment Date:-
(a) the Escrow Agent will release to the Vendor the certificates for all the
Consideration Shares issued and arrange for these shares to be listed on the SGXST.
(b) in the event that the Independent Valuation Report reflects a value of US$20.00
million and above:-
(i) the Parties agree that the shareholding of the Company in the Target
Company shall be reduced (?Post-Completion Adjustment?) in accordance
with a straight line formula (?Post-Completion Adjustment Formula?)
subject to a minimum shareholding of 16.9% by the Company in the Target
Company. For illustration purposes, if the value as opined in the Independent
Valuation Report is US$20.00 million, then the Company?s shareholding in
the Target Company will be 51.00%. If the value as opined in the
Independent Valuation Report is US$40.00 million or US$43.00 million, then
the Company?s shareholding in the Target Company will be 23.72% or
19.63% respectively. The Company will have an interest of 16.90% in the
Target Company if the value as opined in the Independent Valuation Report
is US$45.00 million and above.
Rationale for the Proposed Acquisition
The Directors believe that the Proposed Acquisition will enable the Group to embark on a new
business in the coal mining sector and potentially acquire an asset of at least US$10.2 million in
value with a computed purchase consideration of S$1.70 million.
The Directors are of the view that there is significant growth potential in the coal mining sector
and the Proposed Acquisition is expected to generate new revenue streams for the Group and
enhance the Group?s financial performance in the near future.
Financial Effects on the Proposed Acquisition
The pro-forma financial effects of the Proposed Acquisition is for illustration purposes only and
do not reflect the actual financial results of the Company after Completion. The following proforma
financial effects have been prepared based on the audited consolidated financial
statements of the Group for the financial year ended 31 December 2010 (?FY2010?), and
assuming that the Proposed Acquisition had been completed on 1 January 2010 for illustrating
the financial effects on the consolidated earnings and earnings per Share (?EPS?) of the Group
and on 31 December 2010 for illustrating the financial effects on the consolidated net tangible
assets (?NTA?) and consolidated net asset value of the Group.
EPS
The effects of the Proposed Acquisition on the EPS of the Group for FY2010 are as follows:-
Before the Proposed
Acquisition
After the Proposed
Acquisition
Loss attributable to
Shareholders (S$?000)
15,929 15,929
Weighted average number of
shares (?000)
104,942 189,991(1)
EPS (cents) -15.2 -8.4
Note:
(1) The number of Consideration Shares is derived on a fully diluted basis, that is based on the
existing issued share capital of the Company as at the date of this Announcement and assuming
the full conversion of the 45,000,000 unlisted warrants issued in June 2011, the 6,635,000 share
options pursuant to the Albedo Employee Share Option Scheme and the 9,818,181 convertible
bonds issued in August 2011 (?Existing Convertible Securities?).
NTA
The effects of the Proposed Acquisition on the NTA per share of the Company for FY2010 are
as follows:-
Before the Proposed
Acquisition
After the Proposed
Acquisition
NTA (S$?000) 1,712 1,712
Number of shares (?000) 104,942 189,991(1)
NTA per share (cents) 1.6 0.9
Note:
(1) The number of Consideration Shares is derived on a fully diluted basis, that is based on the
existing issued share capital of the Company as at the date of this Announcement and assuming
the full conversion of the Existing Convertible Securities.
Shareholding Interests
The substantial shareholders of the Company as at the date of this Announcement are set out
below:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Mdm Oei Siu Hoa 33,000,000 23.92 - -
China Leap Limited(1) 30,000,000 21.75 - -
Dato Dr Choo Yeow
Ming(1) - - 30,000,000 21.75
Mr Tai Kok Chuan 20,010,000 14.51 - -
Note:
(1) China Leap Limited is wholly-owned by Dato Dr Choo Yeow Ming. Accordingly, Dato Choo Yeow
Ming is deemed interested in the 30,000,000 Shares held by China Leap Limited.
Upon Completion and assuming that none of the Existing Convertible Securities are converted
to ordinary shares of the Company, the substantial shareholders of the Company will be as
follows:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Sekkei Company
Pte Ltd
58,836,948(1) 29.90 - -
Mdm Oei Siu Hoa 33,000,000 16.77 - -
China Leap Limited 30,000,000 15.25 - -
Dato Dr Choo Yeow
Ming
- - 30,000,000 15.25
Mr Tai Kok Chuan 20,010,000 10.17 - -
Note:
(1) Based on the issue of 58,836,948 of Consideration Shares, representing 29.90% of the issued
share capital of the Company as at the date of this Announcement
Upon Completion and assuming that all Existing Convertible Securities are converted to
ordinary shares of the Company, the substantial shareholders of the Company will be as
follows:-
Direct Interest Deemed Interest
Name
No. of
Shares
Percentage of
issued share
capital (%)
No. of
Shares
Percentage of
issued share
capital (%)
Sekkei Company Pte
Ltd
85,048,790(1) 29.90 - -
Mdm Oei Siu Hoa 33,000,000 11.60 - -
China Leap Limited 30,000,000 10.55 - -
Dato Dr Choo Yeow
Ming
45,000,000 15.82 30,000,000 10.55
Mr Tai Kok Chuan 21,510,000 7.56 - -
Note:
(1) Based on the issue of 85,048,790 Consideration Shares, representing 29.90% of the enlarged
issued share capital of the Company following the full conversion of all Existing Convertible
Securities.
Transaction Requiring Shareholders? Approval
For the purposes of Chapter 10 of the Listing Manual (Section B: Rules of Catalist) of the SGXST
(?Catalist Listing Manual?), the relatives figures for the Proposed Acquisition computed
based on the bases set out in Rule 1006 based on the latest announced audited consolidated
results of the Group for FY2010 are as follows:-
Rule Bases of calculation Size of relative figure (to the
nearest 2 decimal places)
1006 (a)
Net asset value of assets being disposed
of, compared with the Group?s net asset
value
Not applicable
1006 (b)
Net profit attributable to the assets
acquired, compared with the Group?s net
profits
Not meaningful(1)
1006 (c)
Aggregate value of consideration given,
compared with the Company?s market
capitalisation based on the total number
of issued shares excluding treasury
shares
61.66%
1006 (d)
The number of equity securities issued by
the Company as consideration for an
acquisition, compared with the number of
equity securities previously in issue
61.66%
1006 (e) The aggregate volume or amount of
proven and probable reserves to be
Not applicable
disposed of, compared with the aggregate
of the group's proven and probable
reserves.
Notes:
(1) Not meaningful as the Target Company and the Asset Company are incorporated in May 2011
and June 2011 respectively, for the purpose of holding the exploration licences. There has since
been no business activity for these companies.
(2) The Company?s market capitalisation as at 5 September 2011 (being the market day preceding
the date of the Agreement) was approximately S$2,758,843 (based on the weighted average
price of S$0.02 per Share of the Shares transacted on the market day preceding the execution of
the Agreement, being 19 August 2011). The aggregate value of the purchase consideration is
computed to be S$1,700,976.
(3) The number of equity securities currently in issue is 137,942,142 Shares. The number of
Consideration Shares to be issued by the Company upon Completion and on a fully diluted basis
is 85,048,790 Shares.
The Proposed Acquisition constitutes a ?discloseable transaction? to the Company pursuant to
Rule 1010 of the Listing Manual Section B: Rules of the Catalist of the SGX-ST, as computed
on the above bases. The Company will be seeking the approval of Shareholders at the EGM to
be convened for the allotment and issue of up to 85,048,790 Consideration Shares to the
Vendor in relation to the entry into, implementation and completion of, the Proposed Acquisition.
A circular to Shareholders setting out further information on the Proposed Acquisition will be
despatched to Shareholders in due course. The Company will announce the proposed date of
the EGM at a later date.
Interest of Directors and Controlling Shareholders
None of the Directors, and to the best knowledge of the Directors, none of the controlling
shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition.
There are no directors who are proposed to be appointed to the Board in connection with the
Proposed Acquisition. Accordingly, no service contracts are proposed to be entered into
between the Company and any such person.
Shareholders? Caution
A circular to Shareholders (the ?Circular?) setting out the information on the Proposed
Acquisition, together with a notice of EGM, will be despatched to Shareholders in due course. In
the meantime, Shareholders are advised to refrain from taking any action in relation to their
Shares in the Company which may be prejudicial to their interests until they or their advisers
have considered the information and recommendations to be set out in the Circular.
In addition, there is no assurance that the Proposed Acquisition will be completed, Shareholders
are advised to refrain from taking any action which may be prejudicial to their interests before
seeking advice from their stockbrokers, bank managers, solicitors, accountants or other
professional advisers (as appropriate).
Responsibility Statement
The Directors (including those who may have delegated detailed supervision of this
announcement) have taken all reasonable care to ensure that the facts stated in this
announcement are fair and accurate and that no material facts have been omitted from this
announcement and they jointly and severally accept responsibility accordingly.
Document for Inspection
A copy of the Agreement is available for inspection during normal business hours at the
Company?s registered office for three (3) months from the date of this Announcement. The
Company will also make available for inspection the Independent Valuation Report at the
Company?s registered office once it is finalised and issued to the Company.
Announcements
Further announcements on the Proposed Acquisition will be made in due course as and when
appropriate.
BY ORDER OF THE BOARD
6 September 2011
This announcement has been prepared by the Company and its contents have been reviewed by the
Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the ?Sponsor?) for compliance with the
relevant rules of the SGX-ST. The Sponsor has not independently verified the contents of this
announcement.
This announcement has not been examined or approved by the SGX-ST and SGX-ST assumes no
responsibility for the contents of this announcement, including the correctness of any of the statements or
opinions made or reports contained in this announcement.
The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil
Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
Opps let's Wait. Will hoot If announce. Let's wait
mb7269 ( Date: 13-Sep-2013 18:31) Posted:
|
that's not the announcement we are lookin forward...
it's the definitative agreement...
solidbuy ( Date: 13-Sep-2013 18:13) Posted:
|
Announcement at 5.30 just now
So far close green and I will be happy.
weiwenweiwen ( Date: 13-Sep-2013 17:48) Posted:
|
LOL lets hold hands and walk! YNWA
limjasl ( Date: 13-Sep-2013 17:46) Posted:
|
As long as no surprise closing, I berry OK
Yeah, hope news come sooner.
Thanks Bigmama.
Bigmama ( Date: 13-Sep-2013 17:41) Posted:
|
I hope so .....that there are announcement over the weekend. )
weiwenweiwen ( Date: 13-Sep-2013 17:35) Posted:
|
Bro, u said about the 48 hrs does it still stand?
Bigmama ( Date: 13-Sep-2013 17:21) Posted:
|
no hiccups. LOL
Bigmama ( Date: 13-Sep-2013 17:21) Posted:
|
Pretty nice closing.
weiwenweiwen ( Date: 13-Sep-2013 17:02) Posted:
|
Any views guys?
look at the price now.. mostly likely is day low
Either close day or day low?
Wednesday - day high
Thursday- day low
Today- ?
Wednesday - day high
Thursday- day low
Today- ?
I guess is consolidation before the next spike.
(Similar to how they did at the 0.04 & 0.05 level)
sjZheng ( Date: 13-Sep-2013 14:08) Posted:
|
game over liao ah?
Be careful of ppl who recommend buy calls like as if they know the insiders, ask yourself who would be so nice and share on public forum? Their motive, i wouldn't explain more :)
Let the greedy ppl chase, sooner or later they will learn from this expensive lesson and be stronger in future.