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OCULUS LIMITED
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787180
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19-Oct-2007 19:38
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Good News For Oculus go_francis wrote:
Announcement @ SGX 19/10/07 @18:44 Quote: OCULUS LIMITED (Company Registration No. 198304025N) PROPOSED RENOUNCEABLE AND UNDERWRITTEN RIGHTS CUM WARRANTS ISSUE Reference is made to the announcement made on 11 July 2007 (11 July announcement) in relation to the proposed renounceable and underwritten rights cum warrants issue (Proposed Rights cum Warrants Issue). On 22 August 2007 the Board announced (Proposed Bond Issue Announcement) that the Company had entered into a bond subscription agreement with D.B. Zwirn Mauritius Trading No. 3 Limited (Subscriber) under which the Company had proposed to issue up to S$100 million in aggregate principal amount of redeemable zero coupon convertible bonds to the Subscriber (Bonds). It was further announced that the proceeds from the Bond Issue will be used by the Company for the acquisition of new businesses in renewable energy and oil services. On 16 October 2007 the Board announced (Proposed Acquisition Announcement) that the Company had entered into the HOA with the Key Vendors in relation to a proposed acquisition by the Company, subject to the satisfaction of certain conditions, of the entire issued and paid-up share capital of Aretae which will result in a reverse take-over of Aretae. As announced in the Proposed Acquisition Announcement, Aretae is an environmental solutions company that focuses on climate changes initiatives that can help combat global warming. In the 11 July announcement the Board had announced that the proceeds from the Proposed Rights cum Warrants Issue will, inter alia, fund the growth and expansion of business and working capital requirements. Upon satisfaction of the conditions set out in the Proposed Bond Issue Announcement, the Bonds will raise up to S$100 million (in 50 equal successive tranches of S$2 million each) for the Company. Given the above, the Board does not intend to proceed with the Proposed Rights cum Warrants Issue. Further announcements will be made in due course as and when appropriate. Unless otherwise defined, all capitalized terms used herein shall bear the same meaning as defined in the 11 July announcement, the Proposed Bond Issue Announcement and the Proposed Acquisition Announcement accordingly. By Order of the Board Low Shiong Jin Executive Director 19 October 2007 This is a very positive news..no investors want to come up with $$$..nobody when co announce rights issue..its share price drops.It also speaks well of the financial strength of Oculus and that it can fund its purchase of Areate Ltd with internal funds.besides the American fund manager is prepared to loan 100mil convertible loan to Oculus(in the process of signing & getting sh holders'approval) with zero interest..again it suppoorts the belief that Oculus' price will increase over time and Oculus need not pay interest as the fund mgr will find it > beneficial to convert its loan to Oculus' shares...all is well for Oculus Back to top |
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787180
Master |
19-Oct-2007 11:02
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Oculus gd to collect today's weakness as last thur( 11oct) anf Fri(12Oct ) of total vol (127 + 130=257mil)..a lot of ..contra players are forced to pick up by today..gd chance to collect at 37-37.5cts..by next week unlikley this price..stop loss 33cts(very...very unlikley)
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yhliang
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19-Oct-2007 09:29
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Thanks for the analysis | ||||||||
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787180
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18-Oct-2007 16:19
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787180
Master |
18-Oct-2007 14:20
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Since my call on Aug 28..when Oculus was trading btw 25 to 30cts..Oculus has done well as at todate.. Accumulation process 39.5 to 41.5cts -------------------------------------------------------------------------------- Even during sharp >60points early morning drop on wed 17Oct..Oculus drop to 37cts momentarily and move back to 40 to 41.5cts...today 18 Oct.Oculus remain in trading range 39.5 to 42cts ..suspect accumulation process is on..since breakout on 11 oct and announcement RTO of Areate..counter never drop below 37cts and most trade are btw 40 to 42cts...buy with 2 mths to 5mths holding as price is liklely to creep towards 50cts or higher in a matter of time |
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787180
Master |
17-Oct-2007 14:46
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Temporary Share price weakness Unlikely to drop <33cts the worst scenario..need to break 45cts resistance..will creep towards 50cts since purchase consideration is 50cts to fund purchase of Areate Pte Ltd...Oculus got 100mil interest free loan from US fund manger and the proposed rights issue may appear redundant,,,the rights price proposed in July was 32cts..U see Aug sharp correction Oculus'price was bashed to a low of 15cts and has since recovered to ab 40cts..very remarkable...accumulation by BB all the way from 18cts to 33cts prior to breakout on Oct 11..temporary weakness is due to those who bought but unable to pick up purchased from wed 10,thur,wed 11,fri 12 oct....
Oculus' main biz ia takeover biz from Areate and as for China's biz now merely act as advisory and consultancy role..not in hydro electricity any > also good for Oculus as hydro electricity is capital intensive |
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787180
Master |
17-Oct-2007 14:21
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Unlikely to drop <33cts the worst scenario..need to break 45cts resistance..will creep towards 50cts since purchase consideration is 50cts to fund purchase of Areate Pte Ltd...Oculus got 100mil interest free loan from US fund manger and the proposed rights issue may appear redundant,,,the rights price proposed in July was 32cts..U see Aug sharp correction Oculus'price was bashed to a low of 15cts and has since recovered to ab 40cts..very remarkable...accumulation by BB all the way from 18cts to 33cts prior to breakout on Oct 11..temporary weakness is due to those who bought but unable to pick up purchased from wed 10,thur,wed 11,fri 12 oct.... Oculus' main biz ia takeover biz from Areate and as for China's biz now merely act as advisory and consultancy role..not in hydro electricity any > also good for Oculus as hydro electricity is capital intensive |
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787180
Master |
17-Oct-2007 12:14
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some interesting numbers: the 50 million carbon credits that Oculus will takeover are worth $1.75 billion now. it's a massive figure compared to the market value of Oculus (1.2 billion shares issued to Aretae x 50 cts/share = $600 m). check out www.nextinsight.com.sg |
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787180
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16-Oct-2007 16:14
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787180
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16-Oct-2007 13:20
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Oculus RTO 50cts shares to buy Aerate happyday
Joined: 20 Apr 2007 Posts: 2164 Posted: Tue Oct 16, 2007 12:49 pm Post subject: -------------------------------------------------------------------------------- NotSure wrote: 5yrsold wrote: petshopboys wrote: new shares priced @ 0.50.... seem like good news where does it say at 50cts ? thks PRESS RELEASE: The Consideration will be fulfilled by the issue of 1.2 billion shares in the capital of Oculus (?Consideration Shares?) at the issue price of S$0.50 per Consideration Share. This will effectively result in the reverse-take-over (?RTO?). Press Release Quote: Page 1/4 OCULUS LIMITED (Company Registration No. 198304025N) FOR IMMEDIATE RELEASE Oculus to acquire Asia?s leading carbon credit developer in S$600 million RTO deal ? Portfolio of 50 million metric tonnes of carbon credits ? Earnings guarantee of not less than S$50 million for FY2008 and FY2009 Singapore, 16 October 2007 ? Oculus Limited (?Oculus? or the ?Company?), is pleased to announce that the Company has entered into a Heads of Agreement (?HOA?) for the acquisition of the entire issued share capital of Aretae Pte Ltd (?Aretae?), an environmental resources development and renewable energy company that focuses on creating value from recycling and transforming biomass waste materials into value added products and energy while generating carbon credits, for an aggregate consideration of S$600 million (?Consideration?). ?The proposed acquisition fits in well with Oculus? new business strategy to focus on environmental and renewable energy businesses. The new business injection will help to create very significant shareholders? value and attract more institutional interests to the company.? - Executive Director of Oculus Limited, Mr. Low Shiong Jin The Consideration will be fulfilled by the issue of 1.2 billion shares in the capital of Oculus (?Consideration Shares?) at the issue price of S$0.50 per Consideration Share. This will effectively result in the reverse-take-over (?RTO?) of Oculus by Aretae. To inject a strong vote of confidence into the deal, the key vendors of Aretae will provide an earnings guarantee of not less than S$50 million for the aggregate earnings before interest, tax, depreciation and amortization (?EBITDA?) of Aretae for the financial years ending 31 December 2008 (?FY2008?) and 31 December 2009 (?FY2009?). The key vendors expect the EBITDA figures for FY2008 and FY2009 to be S$20 million and S$30 million respectively. Page 2/4 In the event that the earnings guarantee is not satisfied, the key vendors of Aretae will return shares to Oculus based on a pre-determined formula either by means of a capital reduction by Oculus or as a purchase by Oculus of the Returned Shares as treasury shares. The bullish sentiments come on the back of bright prospects in the international climate change mitigation industry. Aretae is an environmental solutions company that focuses on climate change initiatives that can help to combat global warming. Aretae offers fully integrated services to identify, develop and also finance projects that can reduce greenhouse gas emissions while supporting sustainable development through recycling of waste into value added by-products or energy. These services are offered to assist their clients in reducing green house gas emissions in their business operations. They also invest independently or with joint venture partners in such projects. Their current project portfolio includes converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore. ?Climate change is an inconvenient truth. We can choose to ignore it at great costs to our future generation. If we do nothing now, Stern Review estimates that the costs and risks of climate change will be equivalent to losing at least 5% of global GDP each year, now and forever. I hope that our business will make a small contribution to a better environment as well as prospects for the future. In fact, it is also a business of the future. As countries tighten their environmental policies when the impact of climate change becomes even more apparent, we are ready to exploit these opportunities? - Chairman of Aretae Pte Ltd, Mr. David Leong To date, Aretae has secured over 30 green house gas reduction projects, which are expected to generate an aggregate of 50 million metric tonnes of carbon credits. The current market value for a carbon credit for delivery in December 2008 is about Euro 17 or S$35. Under the Kyoto Protocol, industralised countries have committed to reduce their greenhouse gas emissions by an average of 5 per cent over the period 2008- 2012, as compared to their 1990 levels. As one carbon credit will give the owner the right to emit one tonne of carbon dioxide, any shortfall in emissions reduction targets can be met by purchasing of carbon credits based on a monetary value determined by the carbon market. With the implementation of the Kyoto Protocol, Europe has also taken the leadership role to introduce carbon constraints for electricity generators and industry under the European Union Emissions Trading Scheme (?EU ETS?). With Phase II of the scheme rolling out in 2008, targeted industries that produce greenhouse emissions beyond their capped allowance will have to pay fines of Euro 100 per tonne of excess greenhouse gas emission. ?The carbon market has experienced phenomenal growth in the last few years considering that the implementation period of the Kyoto Protocol will Page 3/4 only commence in 2008. An estimated US$22 billion of carbon credits was traded in carbon market in the first half of 2007 with an annualized growth of over 40%. The global carbon market is expected to enter into a new phase of development as we head into 2008. Carbon credits are now being transformed from a niche commodity into an established asset class.? - Managing Director of Aretae Pte Ltd, Dr. Stephen Lee According to the World Bank in May 2007, estimated demand for carbon credits will reach the equivalent of 2 billion tonnes of carbon dioxide emissions over the next five years to 2012. This is not inclusive of any potential demand from Australia, and the United States which plan to introduce various carbon emission schemes outside the Kyoto Protocol. This strong demand is expected to fuel the further development of the carbon market and provide incentives for continued investment in green house gas reduction projects. ?Going forward, we will be diversifying our portfolio of projects to include the capturing of coal mine and coal bed methane as well as conversion of waste from animal farming for energy, and the development of hydroelectric and solar power. We will also be strengthening our operational capabilities to realize the full economic potential of our projects. While the carbon credits generated by these projects provide an important revenue stream, the core long term revenue will have to come from the sales of the waste by-products such as compost/fertilizer, and electricity from our renewable energy business.? - Chief Executive Officer of Aretae Pte Ltd, Dr Low Chin Nam In connection with the Proposed Acquisition, the Company will apply for a transfer to the proposed sponser-supervised board (?the New Board?) which is to be established by the Singapore Exchange Securities Trading Limited (?SGXST?). >>> End About Oculus Limited Oculus Limited is formally in the business of contact lens and eye-care related products and services. Recognizing the competitive and challenging environment, Oculus has entered into a conditional sales and purchase agreement on 21 February 2007 to dispose its entire contact lens and eye care related business and assets. The Company has since then shifted its focus towards environmental and renewable energy business injections. About Aretae Pte Ltd Aretae is an environmental solutions company that focuses on climate change initiatives that can help to combat global warming. Aretae offers fully integrated services to identify, develop and also finance projects that can reduce greenhouse gas emissions while Page 4/4 supporting sustainable development through recycling of waste into value added byproducts or energy. These services are offered to assist their clients in reducing greenhouse gas emissions in their business operations. They also invest independently or with joint venture partners in such projects. Their current project portfolio includes converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore. To date, Aretae has secured over 30 greenhouse gas reduction projects, which are expected to generate an aggregate of 50 million carbon credits over the lives of these projects, which range from 7 to 10 years. Of these projects, 5 are registered and operational with a potential of producing 7 million carbon credits, 8 targeted for registration in 2007 (with potential of 14 million carbon credits), 13 under validation (with 21 million carbon credits) and 5 ready for validation (with 8 million carbon credits). The current market value for a carbon credit for delivery in December 2008 is about ?17 or S$35. For more information, please refer to the company website www.aretae.com Issued for and on behalf of Oculus Limited By Financial PR Pte Ltd For more information please contact: Mark Lee, Marklee@financialpr.com.sg Dave Tan, Dave@financialpr.com.sg Tel: (65) 6438 2990 Fax: (65) 6438 0064 |
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hyun78e
Member |
16-Oct-2007 13:00
Yells: "BE REAL" |
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cann't wait to see how much will go up? $1? |
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grass8eater
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16-Oct-2007 12:45
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SJ Low and Ariel Group is now setting his eyes on SNF Corp. | ||||||||
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go_francis
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16-Oct-2007 12:42
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go_francis
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16-Oct-2007 12:28
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Press Release: Page 1/4 OCULUS LIMITED (Company Registration No. 198304025N) FOR IMMEDIATE RELEASE Oculus to acquire Asia?s leading carbon credit developer in S$600 million RTO deal ? Portfolio of 50 million metric tonnes of carbon credits? and FY2009 Earnings guarantee of not less than S$50 million for FY2008Singapore, 16 October 2007 pleased to announce that the Company has entered into a Heads of Agreement (? (? company that focuses on creating value from recycling and transforming biomass waste materials into value added products and energy while generating carbon credits, for an aggregate consideration of S$600 million (? ? Oculus Limited (?Oculus? or the ?Company?), isHOA?) for the acquisition of the entire issued share capital of Aretae Pte LtdAretae?), an environmental resources development and renewable energyConsideration?).?The proposed acquisition fits in well with Oculus? new business strategy to focus on environmental and renewable energy businesses. The new business injection will help to create very significant shareholders? value and attract more institutional interests to the company.? - Executive Director of Oculus Limited, Mr. Low Shiong Jin The Consideration will be fulfilled by the issue of 1.2 billion shares in the capital of Oculus (? Consideration Share. This will effectively result in the reverse-take-over (? of Oculus by Aretae. To inject a strong vote of confidence into the deal, the key vendors of Aretae will provide an earnings guarantee of not less than S$50 million for the aggregate earnings before interest, tax, depreciation and amortization (? for the financial years ending 31 December 2008 (? 2009 (? FY2009 to be S$20 million and S$30 million respectively. Consideration Shares?) at the issue price of S$0.50 perRTO?)EBITDA?) of AretaeFY2008?) and 31 DecemberFY2009?). The key vendors expect the EBITDA figures for FY2008 andPage 2/4 In the event that the earnings guarantee is not satisfied, the key vendors of Aretae will return shares to Oculus based on a pre-determined formula either by means of a capital reduction by Oculus or as a purchase by Oculus of the Returned Shares as treasury shares. The bullish sentiments come on the back of bright prospects in the international climate change mitigation industry. Aretae is an environmental solutions company that focuses on climate change initiatives that can help to combat global warming. Aretae offers fully integrated services to identify, develop and also finance projects that can reduce greenhouse gas emissions while supporting sustainable development through recycling of waste into value added by-products or energy. These services are offered to assist their clients in reducing green house gas emissions in their business operations. They also invest independently or with joint venture partners in such projects. Their current project portfolio includes converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore. ?Climate change is an inconvenient truth. We can choose to ignore it at great costs to our future generation. If we do nothing now, Stern Review estimates that the costs and risks of climate change will be equivalent to losing at least 5% of global GDP each year, now and forever. I hope that our business will make a small contribution to a better environment as well as prospects for the future. In fact, it is also a business of the future. As countries tighten their environmental policies when the impact of climate change becomes even more apparent, we are ready to exploit these opportunities? - Chairman of Aretae Pte Ltd, Mr. David Leong To date, Aretae has secured over 30 green house gas reduction projects, which are expected to generate an aggregate of 50 million metric tonnes of carbon credits. The current market value for a carbon credit for delivery in December 2008 is about Euro 17 or S$35. Under the Kyoto Protocol, industralised countries have committed to reduce their greenhouse gas emissions by an average of 5 per cent over the period 2008- 2012, as compared to their 1990 levels. As one carbon credit will give the owner the right to emit one tonne of carbon dioxide, any shortfall in emissions reduction targets can be met by purchasing of carbon credits based on a monetary value determined by the carbon market. With the implementation of the Kyoto Protocol, Europe has also taken the leadership role to introduce carbon constraints for electricity generators and industry under the European Union Emissions Trading Scheme (?EU ETS?). With Phase II of the scheme rolling out in 2008, targeted industries that produce greenhouse emissions beyond their capped allowance will have to pay fines of Euro 100 per tonne of excess greenhouse gas emission. ?The carbon market has experienced phenomenal growth in the last few years considering that the implementation period of the Kyoto Protocol will Page 3/4 only commence in 2008. An estimated US$22 billion of carbon credits was traded in carbon market in the first half of 2007 with an annualized growth of over 40%. The global carbon market is expected to enter into a new phase of development as we head into 2008. Carbon credits are now being transformed from a niche commodity into an established asset class - Managing Director of Aretae Pte Ltd, Dr. Stephen Lee .?According to the World Bank in May 2007, estimated demand for carbon credits will reach the equivalent of 2 billion tonnes of carbon dioxide emissions over the next five years to 2012. This is not inclusive of any potential demand from Australia, and the United States which plan to introduce various carbon emission schemes outside the Kyoto Protocol. This strong demand is expected to fuel the further development of the carbon market and provide incentives for continued investment in green house gas reduction projects. ?Going forward, we will be diversifying our portfolio of projects to include the capturing of coal mine and coal bed methane as well as conversion of waste from animal farming for energy, and the development of hydroelectric and solar power. We will also be strengthening our operational capabilities to realize the full economic potential of our projects. While the carbon credits generated by these projects provide an important revenue stream, the core long term revenue will have to come from the sales of the waste by-products such as compost/fertilizer, and electricity from our renewable energy business.? - Chief Executive Officer of Aretae Pte Ltd, Dr Low Chin Nam In connection with the Proposed Acquisition, the Company will apply for a transfer to the proposed sponser-supervised board (?the New Board?) which is to be established by the Singapore Exchange Securities Trading Limited (?SGXST?). >>> End About Oculus Limited Oculus Limited is formally in the business of contact lens and eye-care related products and services. Recognizing the competitive and challenging environment, Oculus has entered into a conditional sales and purchase agreement on 21 February 2007 to dispose its entire contact lens and eye care related business and assets. The Company has since then shifted its focus towards environmental and renewable energy business injections. About Aretae Pte Ltd Aretae is an environmental solutions company that focuses on climate change initiatives that can help to combat global warming. Aretae offers fully integrated services to identify, develop and also finance projects that can reduce greenhouse gas emissions while Page 4/4 supporting sustainable development through recycling of waste into value added byproducts or energy. These services are offered to assist their clients in reducing greenhouse gas emissions in their business operations. They also invest independently or with joint venture partners in such projects. Their current project portfolio includes converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore. To date, Aretae has secured over 30 greenhouse gas reduction projects, which are expected to generate an aggregate of 50 million carbon credits over the lives of these projects, which range from 7 to 10 years. Of these projects, 5 are registered and operational with a potential of producing 7 million carbon credits, 8 targeted for registration in 2007 (with potential of 14 million carbon credits), 13 under validation (with 21 million carbon credits) and 5 ready for validation (with 8 million carbon credits). The current market value for a carbon credit for delivery in December 2008 is about ?17 or S$35. For more information, please refer to the company website www.aretae.comIssued for and on behalf of Oculus Limited By Financial PR Pte Ltd For more information please contact: Mark Lee, Marklee@financialpr.com.sgDave Tan, Dave@financialpr.com.sgTel: (65) 6438 2990
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go_francis
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16-Oct-2007 12:23
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SGX 16/10/07 1 OCULUS LIMITED Company Registration No : 198304025N PROPOSED REVERSE TAKE-OVER OF ARETAE PTE LTD 1. INTRODUCTION The Board of Directors of Oculus Limited (the ? the Company has entered into a binding Heads of Agreement (? 2007 with Aretae Pte Ltd (? Tan Teik Chin (? collectively referred to as the ? proposed acquisition by the Company of the entire issued and paid-up share capital of Aretae which will result in a reverse take-over of Aretae (the ? The Proposed Acquisition will be subject to conditions as provided for in the HOA and the terms and conditions to be agreed and set out in the definitive agreements (the ? the matters contained in the HOA. In connection with the Proposed Acquisition, the Company will apply for a transfer to the proposed sponsor-supervised board (the ? Singapore Exchange Securities Trading Limited (? becomes operational. Company?) is pleased to announce thatHOA?) dated 15 OctoberAretae?) and Mr. David Leong Chee Leng (?Mr. Leong?), Mr.Mr. Tan?) and Mr. Lee Quee Soon (?Mr. Lee?) (the three of them to beKey Vendors? in this Announcement) in relation to aProposed Acquisition?).Definitive Agreements?) to be entered into between the relevant parties with respect toNew Board?) to be established by theSGX-ST?), when the New BoardAs there is no assurance that the Definitive Agreements will be entered into or 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). 2. ABOUT THE CLIMATE CHANGE MITIGATION INDUSTRY With the advent of the Kyoto Protocol by the United Nation?s Framework Convention for Climate Change (? mitigate climate change. As part of this program, a project development framework has been developed to provide financing options and incentives to develop projects that reduce greenhouse gas emissions. Under the Kyoto Protocol, industrialised countries have committed to reduce their greenhouse gas emissions by an average of 5 per cent over the period 2008-2012, as compared to their 1990 levels. As one carbon credit will give the owner the right to emit one tonne of carbon dioxide, any shortfall in emissions reduction targets can be met by purchasing of carbon credits based on a monetary value determined by the carbon market. With the implementation of the Kyoto Protocol, Europe has also taken the leadership role to introduce carbon constraints for electricity generators and industry under the European Union Emissions Trading Scheme (? 2008, targeted industries that produce greenhouse gas emissions beyond their capped allowance will have to pay fines of ?100 per tonne of excess greenhouse gas emission. UNFCCC?), the Kyoto Protocol has created a global program toEU ETS?). With the phase II EU ETS implemented in2 As one carbon credit will give the owner the right to emit one tonne of carbon dioxide or greenhouse gas, any shortfall in the greenhouse gas emissions reduction targets can be met by purchasing carbon credits based on a monetary value determined by the carbon market. According to the World Bank in May 2007, the estimated demand for carbon credits will reach an equivalent of 2 billion tonnes of greenhouse gas emissions over the next five years to 2012. This is not inclusive of any potential demand from Australia, Canada and the United States, which plan to introduce various carbon emission schemes outside the Kyoto Protocol. The carbon market has experienced phenomenal growth in the last few years considering that the implementation period of the Kyoto Protocol will only commence in 2008. An estimated US$22 billion of carbon credits was traded in carbon market in the first half of 2007 with an annualized growth of over 40%. The global carbon market is expected to enter into a new phase of development as we head into 2008. The Directors of Aretae believe that carbon credits are now being transformed from a niche commodity into an established asset class. 3. ABOUT ARETAE PTE LTD Aretae is an environmental solutions company that focuses on climate change initiatives that can help to combat global warming. Aretae offers fully integrated services to identify, develop and also finance projects that can reduce greenhouse gas emissions while supporting sustainable development through recycling of waste into value added byproducts or energy. These services are offered to assist their clients in reducing green house gas emissions in their business operations. They also invest independently or with joint venture partners in such projects. Their current project portfolio includes converting agricultural waste to compost/fertilizer or energy, and landfill gas to energy in Malaysia, Indonesia, Vietnam, China and Singapore. To date, Aretae has secured over 30 green house gas reduction projects, which are expected to generate an aggregate of 50 million carbon credits over the lives of these projects, which range from 7 to 10 years. Of these projects, 5 are registered and operational with a potential of producing 7 million carbon credits, 8 targeted for registration in 2007 (with potential of 14 million carbon credits) 13 under validation (with 21 million carbon credits) and 5 ready for validation (with 8 million carbon credits). The current market value for a carbon credit for delivery in December 2008 is about ?17 or S$35. 4. ABOUT MANAGEMENT OF ARETAE David Leong, Chairman David started Aretae Pte Ltd in 1996 initially as an internet and wireless consulting company. As the Chairman of Aretae, he provides the vision and strategic direction for the Company. As an entrepreneur, David?s ability to find new opportunities and develop new businesses is the driving force behind Aretae?s development in the carbon credits market since 2006. David?s regional experience has also been crucial in developing Aretae?s strategy in sustainable development in South East Asia and China. David co-founded Aretae with 6 staff and built the company into one of the leading internet and wireless consulting companies in Asia with over 200 employees in 4 3 countries. He was instrumental in the regional expansion of the company, with the setting up of offices in Hong Kong, Taiwan and Malaysia. David began his career in the publishing business and was Head of Interactive Branding at Interbrand, before he became a strategy and branding consultant for companies in China and Japan working for customers such as Hakuhodo Brand Consulting, Ajinomoto, Japan Airlines and Deloitte Consulting. In his career, David has worked with major telecommunications companies such as Singtel and China Mobile. Dr. Low Chin Nam, Chief Executive Officer (CEO) As the CEO of Aretae, Dr. Low is responsible for the strategic development of the Group and oversees the daily operations and various management functions. Prior to this, Dr. Low has more than 15 years of strategic business management (development & operation) experience. He started his career in the elite Administrative Service of the Singapore Government before leaving for the commercial sector. He was the Divisional Director, Telecommunications of Keppel Telecommunications and Transportation Ltd (KT&T) from 1990 to 1995. Subsequently, Dr Low became the Chief Operating Officer (COO) of MobileOne Ltd (?M1?) from 1995 to 1998 heading a successful launch of M1?s operations in 1997. During his term as the Managing Director of Digiland Pty Ltd., Australia (a subsidiary of Singapore-listed Digiland International Ltd.) from 2000 to 2003, Dr. Low managed to turn around the company from a loss to profit position. Dr. Low obtained a Bachelor of Science with First Class Honors in Electronics Engineering from King?s College, University of London in 1982, and subsequently a Master of Science in Management Science from Imperial College, University of London in 1983 as well. Dr. Low completed his Ph.D. in Econometrics from Monash University in Australia in 2006. Dr. Stephen Lee, proposed Managing Director, Aretae EcoVentures Pte Ltd Dr. Stephen Lee is proposed to be the Managing Director of Aretae EcoVentures Pte Ltd, a joint venture company to be established between the Company and Aretae. Dr. Lee has experience in both government and private sectors relating to environmental engineering, transportation, infrastructure construction and infrastructure maintenance for the past 25 years. Prior to this, Dr. Lee was the Director and Principal Engineer at LFGC Corporation and Terra Bio Plus Corporation since August 2006 and is responsible for the business development and delivery of engineering projects emphasizing on environmentally sustainable solution and reduction of Green House Gas emissions utilising the UNFCCC?s Clean Development Mechanism. Dr. Lee obtained a Bachelor of Applied Science in Civil Engineering in 1982, a Master of Engineering (Geotechnical) in 1988 and completed his Ph.D. in Environmental Science in 2005 from University of Ottawa. 5. PRINCIPAL TERMS OF THE PROPOSED ACQUISITION Pursuant to the Proposed Acquisition but subject to the Definitive Agreements being entered into, the Company shall acquire the entire issued and paid-up capital of Aretae (the ? (? the Sale Shares (the ? Sale Shares?) as at the date of completion of the Proposed AcquisitionCompletion?), by way of a scheme of arrangement as an offer from the Company forScheme?).4 Consideration for the Proposed Acquisition The aggregate consideration for the Proposed Acquisition of S$600 million (the ? the Earnings Guarantee (as defined below) provided by the Key Vendors. All other terms relating to the Proposed Acquisition will be further negotiated and are subject to execution of the Definitive Agreements by the Company, Aretae and the Key Vendors. It has been agreed that the parties will work towards the execution of the Definitive Agreements by 30 November 2007 (unless otherwise agreed to) and complete the transactions contemplated thereunder by no later than 30 May 2008 (unless otherwise agreed to). Shareholders should note that none of the parties are under any legal obligation to complete the Proposed Acquisition until such time as formal Definitive Agreements are mutually negotiated, executed and delivered, and the conditions precedent set out therein being fulfilled or waived. The HOA will remain binding until the earlier of: (i) the execution of the Definitive Agreements, or (ii) the date falling six months from the date of the HOA. Consideration?) is arrived at on a willing buyer-willing seller basis taking into accountNew Board The Proposed Transaction will be undertaken on the basis that the Company will be transferred to and governed by the New Board. Conditions Precedent to the Proposed Transaction The Parties hereby agree that the Completion is conditional upon, inter alia, the following being fulfilled, amended or waived, on or before Completion: i. establishment of a 50-50 joint venture company between the Company and Aretae by 31 October 2007 for the procurement and management of new projects; ii. completion of a legal and financial due diligence exercise on Aretae to the satisfaction of the Company, and there being no fact or circumstances discovered by the Company pursuant to the due diligence exercise which would, in the opinion of the Company, be of material significance in the context of the transactions contemplated under the Definitive Agreements; iii. transfer of the Company to the New Board; iv. the receipt of the waiver (? Council (the ? with the Key Vendors, in respect of their obligation to make a takeover offer of the Company under the Singapore Code on Take-overs and Mergers (the ? Code? where such waiver is granted subject to any conditions, such conditions being acceptable to the Key Vendors; v. the approval of the shareholders of the Company being obtained at its extraordinary general meetings for the Proposed Transaction and all transactions contemplated under the Definitive Agreements, including the Company?s independent shareholders passing a resolution to waive their rights to receive a general offer for their shares arising from the allotment and issue of the Consideration Shares (the ? Whitewash Waiver?) from the Securities IndustriesSIC?) in favour of the Key Vendors and parties acting in concertTakeover) arising from or in connection with the Proposed Transaction andWhitewash Resolution?);5 vi. the following shareholders of the Company voting in favour of the Proposed Transaction and all transactions contemplated under the Definitive Agreements at such extraordinary general meeting(s) convened by the Company for the Proposed Transaction, where permitted by the relevant authorities, including the Whitewash Resolution: (a) Ariel Singapore Pte Ltd; and (b) Xiang Le Investment Pte Limited vii. the approval of the respective board of directors of the Vendors (where applicable), Aretae and the Company being obtained for the Proposed Transaction and all transactions contemplated under the Definitive Agreements; viii. all approvals, consents and waivers of the SGX-ST or any other relevant third party (where applicable) required to complete the Proposed Transaction and all transactions contemplated under the Definitive Agreements, including the inprinciple approval of the SGX-ST for the listing and quotation of the Consideration Shares and the approval of the SGX-ST or any other relevant third party (where applicable) in respect of the purchase of the Sale Shares by the Company pursuant to Rule 1015 of the SGX-ST Listing Manual or equivalent rule, being obtained and if such approvals, consents and waivers are obtained subject to any conditions and where such conditions affect any party, such conditions to be fulfilled before the Completion; ix. the subscription for, issue and allotment, and offering (if any) of, the Consideration Shares not being prohibited by any statute, order, rule or regulation promulgated by any legislative, executive or regulatory body or authority in Singapore or in any other jurisdiction affecting the Vendors; and x. each of the following shareholders and their Associates (as defined in the SGXST Listing Manual) shall not have sold, transferred, disposed of or otherwise dealt with their respective interests in the Company from the date of this HOA until Completion, and shall have delivered written confirmations of this in form and substance reasonably satisfactory to the Vendors: (a) Ariel Singapore Pte Ltd; and (b) Xiang Le Investment Pte Limited Undertakings from the Company Pursuant to the Proposed Transaction, the Company undertakes: i. to raise up to S$100 million gross cash in the Company upon Completion (? Raising Exercise ii. that after the Completion, the Consideration Shares shall constitute no less than 67.5% of the issued share capital of the Company; and iii. to provide financing for working capital purposes and other operational expenses in respect of new projects secured by Aretae through a joint venture company set up by both the Company and the Purchaser (the ? established, until the Completion. Fund?);JVC?) upon the JVC being6 Undertakings from the Key Vendors and Earnings Guarantee Pursuant to the Proposed Transaction, each of the Key Vendors undertakes: i. that at the date of the HOA and at Completion, the Key Vendors held and will collectively hold not less than 50% of the total issued and paid-up capital of Aretae and that prior Completion, the Key Vendors shall not dispose of their shareholdings in Aretae; ii. to vote in favour of the Scheme in the scheme meeting to be held to approve the Scheme, and shall use all reasonable endeavours to procure the other shareholders of Aretae to support and approve the Scheme; iii. to provide an earnings guarantee to the effect that that the aggregate EBITDA of Aretae for the financial year ending 31 December 2008 (? December 2009 (? Guarantee S$20 million and FY2009 to be S$30 million respectively; iv. that in the event the Earnings Guarantee is not satisfied, the Key Vendors shall, either by way of a capital reduction by the Company or as a purchase by the Company of the Returned Shares (as defined below) (for nominal consideration) as treasury shares, return such number of Shares to the Company: Returned Shares = A/2 x24 ÷ Pr, where Returned Shares = the total number of shares to be clawed back by the Company from the Key Vendors A = S$50 million ? (the audited EBITDA for Aretae for FY2008 and FY2009) Pr = Market price x No. of issued shares on the day of release of the FY2009 financial results / No. of issued shares at the completion of the Proposed Transaction, where the market price is based on the average closing price of the 5 market days immediately following the release of the financial results for Company for FY2009 is released, subject to a minimum of $0.50 per share; and iv. that all Consideration Shares to be received by them (which shall amount to not less than 67% of the aggregate Consideration Shares) shall be held in escrow pending the satisfaction of the Earnings Guarantee. In the event there is a shortfall from the Earnings Guarantee, the Company may elect to cancel the Returned Shares from the escrow or purchase the Returned Shares as treasury shares for an aggregate consideration of S$1. The parties agree that in the event Aretae achieves a positive EBITDA in excess of S$10 million for FY2008, the following number of escrow shares may be released from escrow from such date the audited financial statements of the Company is released confirming the EBITDA: Released Shares = FY2008 EBITDA/2 x 24 ÷ V x S x P Where FY2008 EBITDA = the EBITDA for Aretae for FY2008, as stated in the audited accounts of Aretae for that financial period V = $600 million, being the agreed value of the Consideration FY2008?) and 31FY2009?) shall be not less than S$50 million (the ?Earnings?). The Key Vendors expect that the EBITDA for FY2008 shall be7 S = the aggregate number of Consideration Shares P = the proportion of Consideration Shares owned by the Key Vendors over the Consideration Shares in aggregate Introducer?s Fee The Purchaser shall pay an introducer?s fee to BFI Consultancy Pte Ltd to be satisfied by the issue of an aggregate of 12,000,000 Shares on Completion. 6. RATIONALE FOR THE PROPOSED ACQUISITION The Company has incurred losses in each of the financial years since its listing on the Official List of the SGX-SESDAQ in 2001. Although the Company has registered improved operating performance, the Directors recognized that the business environment in the contact lens and eye care related industry will remain competitive and challenging. In order to put the Company in a better position to identify and acquire new businesses that are expected to enhance shareholder value moving ahead, the Company has entered into a conditional sale and purchase agreement on 21 February 2007 to dispose its entire contact lens and eye care related business and assets (the ? Disposal Upon completion of the Proposed Disposal and if the Proposed Acquisition proceeds to completion, the Company?s main businesses will be that undertaken by Aretae. The Directors are of the opinion that the Proposed Acquisition is in the best interests of the Company for the following reasons: Aretae has developed a good track record in providing climate change solutions to corporations that seek to reduce their greenhouse gas emissions in their business operations. Given the heightened awareness of climate change and the commencement of the Kyoto Protocol compliance period, more corporations are expected to become more environmental friendly. Aretae is ideally placed to exploit this new and emerging business with high growth potential. It is therefore an ideal acquisition target which fits into the Company?s business strategy of diversifying into the environmental and renewal energy business. Proposed?).7. VERY SUBSTANTIAL ACQUISITION The Proposed Acquisition, if proceeded with, will constitute a ?very substantial acquisition? or ?reverse takeover? as defined in Chapter 10 of the SGX-ST Listing Manual and would therefore require the approval of the shareholders of the Company (the ? As the issue of the Consideration Shares will cause the Vendors to come under an obligation to make a general offer for all the remaining Shares pursuant to Rule 14 of the Take-over Code, the Company will also be seeking: (a) the Whitewash Waiver; and (b) the Whitewash Resolution. Accordingly, the Proposed Acquisition is also conditional upon the following Shareholders?) and the SGX-ST.8 shareholders of the Company having voted in favour of the Proposed Acquisition and all transactions contemplated under the Definitive Agreements at such extraordinary general meeting(s) convened by the Company for the Proposed Acquisition, where permitted by the relevant authorities, including the Whitewash Resolution: (a) Ariel Singapore Pte Ltd; and (b) Xiang Le Investment Pte Limited 8. INTERESTS OF CONTROLLING SHAREHOLDERS AND DIRECTORS None of the Directors (other than in his capacity as a Director or shareholder of the Company) and controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition. 9. FURTHER ANNOUNCEMENTS Further announcements on this matter will be made immediately when the Definitive Agreements are signed, and in any event, as may be required by the SGX-ST Listing Manual. By Order of the Board OCULUS LIMITED Low Shiong Jin Executive Director
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787180
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16-Oct-2007 11:26
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latest by wed..3 days max | ||||||||
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lc8888
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16-Oct-2007 11:14
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any idea when trading lifted ?? | ||||||||
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787180
Master |
15-Oct-2007 19:49
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quote="Oculus"]snf went up, so will oculs and ariel. :lol:[/quote] Ariel S'pore already started buying on Aug 31..now owns 33.3mil oculus shares...Global Ariel S'pore also bought 62.3mil shares total they control 95,6mil Oculus shares( paid up 180mil only)..if we're to include the directors(both in Oculus ,Ariel 7 Global Ariel S'pore) individual holdings the free float is even less probably about 70mil free float only...likely they will push up Oculus..with so many JVs and investment opportunities announced by Oculus previously..better don't short |
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melvinaw
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15-Oct-2007 10:42
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Thx for the info bro, had given u a good post ^^ | ||||||||
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787180
Master |
15-Oct-2007 10:28
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Bro..max 3 days halt by SGX ie latest by wed...many pple failed to cover by Fri...40.5 to 43cts many shortist..will be interesting to watch this stock..thur when it breakout heavy vol of 130mil from 33 to 42.5cts and by fri heavy vol 127mil from 39cts to 43cts....many pple thinking that it would drop after running up ab 8cts ..I was tempted to short but held back as news that it would be halt for some favourable announcements... | ||||||||
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