Thursday, April 10, 2014

Englewood entered into private sale transaction to acquire shares of Mezzotin Minerals Inc.

Englewood Management Group Ltd., private company domiciled in the British Virgin Islands, has acquired from Konstantine Resources Ltd. in a private sale transaction the direct ownership of 25,000,000 common shares and 15,000,000 share purchase warrants of Mezzotin Minerals Inc., for cash consideration of US$1. Both BVI-registered Englewood and Konstantine Resources are controlled by President and CEO of Mezzotin Minerals, Mr. Paul Ekon.

After the purchase, the BVI company directly holds approximately 51 per cent of the outstanding common shares; on a partially diluted basis, Englewood would directly hold approximately 62.5 per cent of the outstanding common shares. The company purchased common shares for investment purposes.

Monday, March 31, 2014

BVI company acquired stake in Celamin Holdings NL

BVI-incorporated natural resources exploration company Polo Resources Limited announced that it has acquired a placement in Celamin Holdings NL, an ASX-listed company with phosphate interests in Tunisia, representing a strategic 12.7 per cent stake in the expanded fully paid capital of the company, for an investment of A$1.2 million.

By words of Michael Tang, the Executive Chairman of the BVI company, “This is an excellent opportunity for Polo Resources to add phosphate to its suite of projects through this investment in Celamin.”

Celamin holds an agreed 51 per cent interest in the licences, along with its Tunisian partner holding 49 per cent.

Tuesday, March 25, 2014

MDM Engineering Group signed agreement to merge with Foster Wheeler AG

MDM Engineering Group Limited, BVI-registered company engaged in mineral process engineering and project management, signed a merger implementation agreement with Foster Wheeler AG, the global engineering and construction company and power equipment supplier registered in Switzerland and having its operational headquarters in the United Kingdom.

Under the terms of the merger agreement, Foster Wheeler’s BVI subsidiary, Foster Wheeler M&M Limited, will acquire all the ordinary shares in MDM; the offer price is £1.70 cash per share. Foster Wheeler will also make an offer to acquire all outstanding options held over the shares of MDM. All the ordinary shares and options will be purchased by the company in issue in a cash transaction of approximately £65.3 million.

MDM shareholders representing 42.4% of the issued ordinary shares of the BVI company have executed agreements under which agreed to vote in favour of the proposed merger. It is expected that the Notice of Extraordinary General Meeting relating to the offer will be despatched to MDM shareholders by the end of March 2014, with the general meeting in relation to the transaction to be held on or around 11 April 2014.

The BVI company expects the transaction to be completed in August 2014, subject to the approval by shareholders. Upon the implementation of the merger, the admission to trading of MDM’s ordinary shares on the AIM Market will be cancelled.

Thursday, March 13, 2014

Indian company sold its shares in Mozambique’s natural gas Rovuma Basin

The government of Mozambique has collected more than US$227 million in capital gains tax from the sale of shares by India’s Videocon Group. The shares in the Rovuma Basin Offshore Area One, where large quantities of natural gas have been discovered, were sold to Indian public sector companies – ONGC Videsh and Oil India.

Videocon was the owner of 10% of the shares in the Area One of the Rovuma Basin through its subsidiaries – the British Virgin Islands-incorporated company Videocon Hydrocarbon Holding Ltd, as well as Videocon Mauritius Energy Ltd, based in Mauritius, and Videocon Mozambique Rovuma One Ltd, based in Mozambique. From the sale of its shares, Videocon received US$2.47 billion, according to Indian press.

The tax of US$227 million paid from this transaction to the tax authorities of Mozambique makes 9.1% of US$2.47 billion. It can be said that, since operations to collect capital gains tax started in 2012, total amount of tax was US$802.8 million, all paid by companies operating in the Rovuma Basin.

Tuesday, March 4, 2014

Harneys represents Play LA Inc in acting against NFC Data Inc.

Play LA Inc., an international online publishing company incorporated in the British Virgin Islands, made an announcement that it has retained the services of BVI offshore firm Harney Westwood & Riegels, in order to represent company’s interests against NFC Data Inc.

In December 2013, NFC Data withdrew from the Share Purchase Agreement signed with Play LA Inc. in the previous year, and now is in default on loans owed to the BVI company and related to that agreement. By terms of the proposed transaction, Play LA would exchange shares and acquire business and assets of NFC Data Inc. in a deal that valued NFC Data Inc. at $7,500,000.

Its withdrawal was a unilateral decision made by NFC Data Inc. after entering into transaction which would value NFC Data Inc. at approximately $25,000,000.

Tuesday, February 25, 2014

RTG Mining enters into merger agreement with Sierra Mining Limited

RTG Mining Inc., an international mining exploration company incorporated in the British Virgin Islands and listed on the main board of the Toronto Stock Exchange, and engaged in developing gold deposits in Africa, announced entering into merger agreement with the mining company Sierra Mining Limited, which has six gold-copper exploration projects along the fertile Philippines Rift Fault, including High grade polymetallic Mabilo Project and high grade gold Bunawan Project.

Under the terms of the merger agreement, 3 RTG shares will be given for every 1 Sierra Share and 1 RTG warrant, ex price C$0.15 and 3 year term, for every 3 Sierra shares. There is no need for raising capital in connection to this transaction. The consideration represents about A$0.301 or C$0.301 per Sierra share; a premium of 27.4% to the 30 day VWAP of the Sierra share price based on the 30 day VWAP of the RTG share price.

As a result of the merger, the combined entity will be led by a management team which holds the exploration, mine development and operating experience in the Philippines to progress Sierra's Mabilo and Bunawan Projects.

Monday, February 3, 2014

Chinese online solutions provider entered into going private transaction

Ninetowns Internet Technology Group Company Limited, the company based in China and focused on providing online solutions for international trade, has entered into an agreement and plan of merger with Cayman Islands exempted companies with limited liability - Ninetowns Holdings Limited, and its wholly owned subsidiary Ninetowns Merger Sub Limited.

Ninetowns Holdings Limited is jointly owned by the Consortium, which includes the British Virgin Islands-incorporated companies Value Chain International Limited and Oriental Plan Developments Limited. The Consortium collectively beneficially owns approximately 31.4% of the outstanding shares of the company (excluding reserved shares and repurchased shares).

Pursuant to this agreement, Ninetowns Holdings Limited will acquire Ninetowns Internet Technology for US$1.80 per ordinary share. Upon the terms and subject to the conditions of the agreement, Ninetowns Merger Sub will be merged with and into Ninetowns Internet Technology Group, which will become the wholly owned subsidiary of Ninetowns Holdings.

The transaction is expected to close before the end of the second quarter of 2014. If completed, it will result in Ninetowns Internet Technology Group becoming a privately-held company and its ADSs will be delisted from the NASDAQ Global Market.

Wednesday, January 29, 2014

Urban Select Capital Corp announced private placement with BVI-based investor

Urban Select Capital Corporation, an investment issuer focused on investing growth capital into private and public companies in a broad range of sectors, closed its previously announced private placement, pursuant to which Oriental Sense Development Limited, a private British Virgin Islands corporation, acquired 12,500,000 common shares of the company at a price of US$0.08 per share for proceeds of US$1,000,000.

This is an arm’s length agreement, and the BVI company did not previously own securities of Urban Select Capital. Upon completion of the investment, 30.56% of the issued and outstanding shares of Urban Select will be owned by Oriental Sense, and as a result the investing company becomes a ‘control person’

Company's shareholders at the Company's annual and special general meeting held on January 9, 2014 approved the investment and proposed consolidation of company’s outstanding shares.

Friday, December 27, 2013

Silver Bull Resources signed Letter of Intent to sell BVI company securities

On December 13, 2013, Silver Bull Resources, Inc., a US registered mineral exploration company listed on both the NYSE MKT and TSX stock exchanges, entered into a binding letter of agreement with TSX-listed BHK Resources, Inc. Under the terms of the agreement, Silver Bull will sell to BHK all of the issued and outstanding securities of its subsidiary Dome International Global Inc., a private British Virgin Islands company which holds, indirectly, a 100 per cent interest in the Ndjole manganese and gold licenses, located in Gabon.

As consideration for the Dome Securities, BHK will pay to Silver Bull an aggregate amount of USD$1,500,000, payable in cash, of which USD$25,000 was paid as a non-refundable deposit upon the execution of the letter agreement. Upon the completion of the transaction, which is considered to be an arm’s length transaction, the BVI company will become a wholly owned subsidiary of BHK Resources.

Friday, December 20, 2013

Trunkbow International entered into merger agreement with BVI and Nevada companies

Trunkbow International Holdings Limited, the company providing mobile payment solutions and mobile value added services in China, entered into an agreement and plan of merger with Trunkbow Merger Group Limited, a business company incorporated in the British Virgin Islands, and Trunkbow International Merger Sub Limited, a Nevada company wholly owned by the BVI corporation.

Under the terms of the merger agreement, Trunkbow Merger Group will acquire the Chinese company for US$1.46 per share of the company’s common stock without interest. Trunkbow International Merger Sub will merge with and into Trunkbow International Holdings, with the last as the surviving corporation, becoming the wholly owned subsidiary of the BVI-registered Trunkbow Merger Group.

The company will call a meeting of its stockholders for the purpose of voting on the adoption of the Merger Agreement. If completed, the merger will result in the company becoming privately held, and its shares would no longer be listed on the NASDAQ.

Tuesday, December 10, 2013

NFC Data Inc. withdrew from agreement with Play LA Inc.

Play LA Inc., BVI-registered internet advertising and publishing company, announced that NFC Data Inc. withdrew from the Share Purchase Agreement which the parties had signed in December 2012 with the purpose of the BVI company to exchange its shares and acquire the business and assets of NFC Data Inc.

Geoff Cairns, CEO of NFC Data Inc., advised the company of the withdrawal after entering into agreements with private investors to sell a portion of NFC Data Inc. equity that would value NFC Data Inc. at $25,000,000.

It was stated that withdrawing the Agreement was a unilateral decision made by NFC Data Inc., while Play LA Inc. intended to complete the transaction, and now the BVI company is exploring the legal possibilities in this matter in all jurisdictions involved.

Tuesday, December 3, 2013

Exceed Company Ltd. signed merger agreement with CI- and BVI-registered companies

Exceed Company Ltd., one of the leading sportswear brands in China, entered into a definitive agreement and plan of merger with Cayman Islands exempt company Pan Long Company Limited, wholly owned by Exceed’s Chairman and CEO Mr. Shuipan Lin, and Pan Long Investment Holdings Limited, a business company registered in the British Virgin Islands and a wholly owned subsidiary of Pan Long Company Limited.

By terms of the merger agreement, the Cayman Islands company will acquire Exceed Company Ltd. for US$1.78 per ordinary share. The consideration to be paid to shareholders implies an equity value for the Company of approximately US$60.1 million, on a fully diluted basis. Upon the closing of the transactions under the merger agreement, Mr.Lin will become beneficial owner of Pan Long Company Limited, together with the existing shareholders of the company who have elected to transfer their shares to the CI company in exchange for its newly issued shares.

Subject to the terms of the agreement, at the effective time of the merger, the BVI company will merge with and into Exceed Company Ltd., the last one remaining the surviving corporation and a wholly owned subsidiary of Pan Long Company Limited. The Merger is currently expected to close in the first quarter of 2014. If completed, the Merger will result in Exceed Company Ltd. becoming a privately held company and its Shares will no longer be listed on NASDAQ.

Friday, November 15, 2013

BGS Acquisition Corp. delists voluntarily from NASDAQ

BGS Acquisition Corp., a blank check company incorporated in the British Virgin Islands, initiated voluntary delisting of its ordinary shares, warrants and units from the NASDAQ Capital Market, in anticipation of the closing of the merger of BGS Acquisition with BGS Acquisition Subsidiary, Inc., a wholly owned subsidiary of BGS, which is to take place on or about November 22, 2013.

For this purpose, the BVI company notified NASDAQ of its intent to file a form 25 with the Securities and Exchange Commission on or about November 20, 2013, following the expiration of the Tender Offer. The official delisting will be effective ten days after BGS files the Form.

As described previously, BGS entered into an Amended and Restated Merger and Share Exchange Agreement with BGS Acquisition, BGS Merger Subsidiary, Inc., an indirect, wholly owned subsidiary of BGS, Black Diamond Holdings LLC, Black Diamond Financial Group, LLC and TransnetYX Holding Corp., pursuant to which BGS would merge with and into BGS Acquisition, with BGS Acquisition as a surviving company. Also, upon the transaction, TransnetYX would merge with BGS, the last one surviving and taking the name of TransnetYX.

Friday, November 8, 2013

Canadian company provides update on reorganization transaction

Canada-based Concordia Resource Corp., listed on TSX stock exchange, has issued an update on its corporate reorganization transaction which had been announced on October 1, 2013, and is aimed to transform it into the company focusing on high-technology exploration.

The company announced that the transaction has proceeded in due course. The Plan of Arrangement that is now to be approved by security holders will give effect to the previously announced 5:1 share consolidation, and the spin-out of the Company's Providencia and Cerro Amarillo properties and an estimated $5 million, into its newly incorporated subsidiary Meryllion Resources Corporation.

Being completed, the transaction would consolidate full ownership of the Ebende Ni-Cu-Co-PGM Project in the Democratic Republic of Congo, and give Concordia access to geophysical technology cluster of HPX TechCo - a company incorporated under the laws of the British Virgin Islands. As a result of the transaction, 85 per cent of the common shares of the Canadian company would be owned by the BVI-registered HPX TechCo, indirectly controlled by Robert Friedland, a resident of Singapore.