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Time for collection....
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dawx14
Senior |
14-Sep-2013 00:09
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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? | ||||
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ariesa_ohm
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13-Sep-2013 20:47
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ariesa_ohm
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13-Sep-2013 20:43
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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. |
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solidbuy
Veteran |
13-Sep-2013 18:54
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Opps let's Wait. Will hoot If announce. Let's wait
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mb7269
Senior |
13-Sep-2013 18:31
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that's not the announcement we are lookin forward... it's the definitative agreement...
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solidbuy
Veteran |
13-Sep-2013 18:13
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Announcement at 5.30 just now | ||||
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Bigmama
Master |
13-Sep-2013 18:05
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So far close green and I will be happy.
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weiwenweiwen
Member |
13-Sep-2013 17:48
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LOL lets hold hands and walk! YNWA
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limjasl
Member |
13-Sep-2013 17:46
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As long as no surprise closing, I berry OK Yeah, hope news come sooner. Thanks Bigmama.
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Bigmama
Master |
13-Sep-2013 17:41
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I hope so .....that there are announcement over the weekend. )
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weiwenweiwen
Member |
13-Sep-2013 17:35
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Bro, u said about the 48 hrs does it still stand?
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solidbuy
Veteran |
13-Sep-2013 17:30
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no hiccups. LOL
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Bigmama
Master |
13-Sep-2013 17:21
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Pretty nice closing.
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weiwenweiwen
Member |
13-Sep-2013 17:02
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Any views guys? | ||||
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sjZheng
Senior |
13-Sep-2013 15:33
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look at the price now.. mostly likely is day low | ||||
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Bigmama
Master |
13-Sep-2013 15:31
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Either close day or day low?
Wednesday - day high Thursday- day low Today- ? |
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kelvinleow79
Member |
13-Sep-2013 14:18
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I guess is consolidation before the next spike. (Similar to how they did at the 0.04 & 0.05 level)
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sjZheng
Senior |
13-Sep-2013 14:08
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game over liao ah? |
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Integrity
Veteran |
13-Sep-2013 11:49
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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 :) |
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Integrity
Veteran |
13-Sep-2013 11:43
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Let the greedy ppl chase, sooner or later they will learn from this expensive lesson and be stronger in future. | ||||
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