Sunday, August 31, 2008

BVI corporation owned Australian takeover vehicle has made the takeover bid to Indophil Resources NL

Stanhill Resources Pty Ltd, the company owned by the BVI holding company Stanhill Capital Limited (BVI), published the notice that it has completed sending bidder's statement dated August 20, 2008, to all shareholders of the company Indophil Resources NL, registered in this status on August 15, 2008.

Stanhill Resources Pty Ltd was incorporated on 10 July 2008 in Victoria, Australia, for the specific purpose of making the Offer, and it has not undertaken any business other than connected with the Offer. Currently Stanhill Resources Pty Ltd has 100 ordinary shares of issue, all of them are owned by Stanhill Capital Limited, domiciled in the British Virgin Islands.

If the Offer is successful, the Australian company will continue to be wholly owned by the BVI holding company Stanhill Capital Limited. Stanhill Capital BVI Limited will have on issue ordinary shares and non-voting redeemable preference shares, approximately 92% of which be owned by Crosby Buyout BVI Limited, another holding company incorporated in BVI, 7.5% will be owned by Alsons Corporation, 0.1% will be owned by Crosby Investment Holdings, and 0.4% - by Mr Richard Laufmann.

Crosby Buyout BVI Limited has entered into a subscription agreement with Stanhill Capital BVI Limited under which Crosby Buyout agreed to subscribe for ordinary shares and redeemable preference shares in Stanhill Capital, for an amount up to US$500 mln.

The redeemable preference shares are redeemable at the option of Stanhill Capital BVI Limited, and not at the option of the Crosby Buyout BVI Limited. The only restrictions on the availability of the funds under the subscription agreement are:
  • the funds will only be available in respect of a subscription notice given by Crosby Buyout BVI Limited before 30 March 2009;
  • the availability of the funds is conditional on Stanhill and its associates, acquiring a relevant interest in at least 90% of Indophil shares;
If the above conditions will be satisfied, Stanhill Capital BVI Limited can require that Crosby Buyout BVI Limited makes funds available to Stanhill Capital BVI Limited, before Stanhill Capital Limited (BVI) is required to provide funding to Stanhill Resources Pty Ltd.

Tuesday, August 26, 2008

China Natural Resources (BVI) signs agreement with Feishang Group Limited

BVI company China Natural Resources announced entering into an agreement with Feishang Group Limited – a related party from which the company had acquired the Coal Group with its wholly-owned subsidiaries, for the total price of US$25 mln. By the terms of the agreement signed on August 11, the BVI company agreed to acquire from the Feishang Group all of the issued and outstanding capital stock of Newhold Investments Limited and its wholly-owned subsidiaries, and the outstanding indebtedness of the Coal Group to the to the Feishang Group.

The purchased company Newhold Investments, through its 70% owned operating subsidiary Guizhou Yongfu Mining Co., Ltd, owns mining rights to Yongsheng Coal Mine in Guizhou Province of PRC.

Purchase price for Newhold's shares and indebtedness is US$42,000,000, subject to adjustment. The closing date of this agreement is expected in February 2009.

Friday, August 22, 2008

BVI company acquired by Middle Kingdom Paradiso Corporation

A capital pool company Middle Kingdom Paradiso Corp. made an announcement that it has entered into an agreement with the shareholders of Mega View Management Inc., registered in the British Virgin Islands.

Pursuant to this agreement, Middle Kingdom Paradiso Corporation will acquire full stock and all the existing debt of the BVI company, by issuing nine Middle Kingdom shares for each outstanding Mega View (BVI) share.

Monday, August 18, 2008

Trip Tech, Inc. signed Share Exchange Agreement with the BVI-registered international shipping company

Texas corporation Trip Tech, Inc. announced the completion of the acquisition of SkyAce Group Limited, global shipping company headquartered in China and registered in the British Virgin Islands, and Pioneer Creation Holdings Limited – another BVI company which is the sole stockholder of SkyAce.

By terms of the Share Exchange Agreement, the “closing date” of which was August 13, Trip Tech acquired full stock of SkyAce from the Pioneer Creation Holdings, in exchange for 76,925,000 newly issued shares of Trip Tech's common stock, and 1,000,000 shares of Series A Preferred Stock. At the closing date, BVI-registered stockholder was beneficial owner of 82.25% of the voting capital stock of the Texas company. As a result of the share exchange, SkyAce became wholly owned subsidiary of Trip Tech. Mr. Li Honglin, the founder of the BVI shipping company, has become President and Director of Trip Tech.

BVI company SkyAce Group Limited is engaged in international shipping and logistics services as well as relevant industry news, data analysis and advertising. Its main business is international bulk cargo transportation, and the company can provide carrying capacity of about 1,000,000 tons to major ports around the world. SkyAce also owns and operates China's largest shipping industry website, "Shipping Online”. This portal not only provides information but serves as a business platform for international shipping and logistics services. Annual revenues of the acquired BVI company grew to $70.3 Million, while net profit rose 200% from the previous year, and made $21.4 Million.

Wednesday, August 13, 2008

Origin Agritech Ltd enters into a Notes Repurchase Agreement with Citadel Equity Fund

BVI-registered agricultural biotechnology company Origin Agritech Limited announced on July 28 that it had entered into a Notes repurchase agreement with Citadel Equity Fund Ltd. The agreement provides for company repurchase from Citadel of a part of its outstanding 1% Guaranteed Senior Secured Convertible Notes by 2012.

The Notes were issued by the BVI company to Citadel in the amount of US$40 mln. Pursuant to the terms of the agreement, the BVI company will repurchase from Citadel the Notes in an aggregate principal amount of US$18.7 mln, for a total repurchase price of US$20.0 mln payable in cash.

The Note repurchase will be completed in two tranches – $14.0 mln of the Notes purchased on July 28, 2008, and $4.7 mln the BVI company expects to purchase by the end of 2008. Upon the completion of the repurchases the repurchased Notes will be cancelled. The Company intends to finance the repurchase of the Notes from its cash resources, and expects the repurchase to be accretive to net earnings by approximately $0.01 per diluted share in fiscal 2008, and $0.06 per diluted share in fiscal 2009.

Tuesday, August 5, 2008

LJ International (BVI) files Universal Shelf Registration Statement with SEC

BVI-registered LJ International Inc., one of the leading jewelry manufacturers and retailers operating in Hong Kong and China and distributing its products worldwide, announced that it has filed a Universal Shelf Registration Statement on Form F-3 with the Securities and Exchange Commission (SEC). The Statement will allow the BVI corporation to sell, in one or more public offerings, common stock or warrants, or any combination of securities in an aggregate amount of up to $100 mln. The terms of any offerings will be established at the time of sale.

After filing the Universal Shelf Registration Statement, LJ International will be able to access the capital markets to support its growth strategy, which may include the expansion of its retail jewelry chain, potential acquisitions, business combinations or industry partnerships, as well as general working capital and the repayment or reduction of its short-term liabilities.

Registration statement on Form F-3 related to these securities has been filed with the Commission but has not become effective yet.