TSX-listed capital pool company Blandings Capital Limited announced on October 22 that it had reached an agreement to acquire all the securities of APVC Holdings Pte Ltd., incorporated in the British Virgin Islands and engaged in producing bio-fuel feedstock and biodiesel in the People's Republic of China and other countries in Asian region. The biofuel feedstock derived from the Jatropha plants is not edible, and therefore does not affect the global supply of edible oils and food resources.
With respect to the proposed acquisition of securities, Blandings Capital and the BVI company have entered into a letter of intent on May 13, 2008. Pursuant to this document, the shareholders of the BVI-registered APVC will receive 25,000,000 common shares in the capital of Blandings, in exchange for all the issued and outstanding securities of APVC. The aggregate purchase price for the shares of the BVI company is $5,000,000 – based on the ascribed value for the Blanding's shares of $0.20 per share.
Upon completion of the acquisition, the total number of outstanding common shares of the BVI company will be approximately 47,250,000. About 26% of these shares will be held by the current holders of common shares in the capital of Blandings, about 53% - by the holders of APVC, and about 21% - by investors. So, the acquisition will constitute a “Reverse Take-Over” of Blandings under Exchange Policy 5.2.
Both companies will hold any required meetings of their respective shareholders as quickly as possible, in order to obtain approval for the acquisition, and currently anticipate holding these meetings prior to the end of 2008.
APVC was incorporated on 18 May 2006, its registered office is located in Palm Grove House, P.O. Box 438 Road Town, Tortola, BVI. The company carries on business, and has majority of its assets located in PRC and Singapore.
Tuesday, October 28, 2008
Monday, October 20, 2008
Chinese-controlled Evergreen Pulp purchased by the BVI company
The Chinese company Lee and Man Paper Manufacturing announced on October 15 that it has sold its two subsidiary companies that owned Evergreen Pulp, to the British Virgin Islands company Worthy Pick Group Limited. The companies will be sold for HK$200 million (about US$26 million) – the amount which is to be transferred in seven payments through March 2010.
According to Evergreen Pulp's CEO David Tsang, the purpose of the deal is to remove debt from Evergreen and get bank financing. Actually, the pulp mill announced a temporary closure to begin this week, and the company laid off 15% of its 215-strong workforce. The remaining employees will return back to work if and when the mill fires up again.
The mill has invested more than $40 million in improvements into the plant since purchasing it, and was profitable for most of the time it operated under Evergreen. But as the pulp market tanked, the mill began to accumulate debts. By words of Tsang, the only way for Evergreen to pay those bills was to be divested from the Chinese company which had difficulties with getting credit. This was done by passing the company under control of Worthy Pick Group Ltd., listed as incorporated in the BVI on January 10, 2008, and engaged in the paper manufacturing business.
According to Evergreen Pulp's CEO David Tsang, the purpose of the deal is to remove debt from Evergreen and get bank financing. Actually, the pulp mill announced a temporary closure to begin this week, and the company laid off 15% of its 215-strong workforce. The remaining employees will return back to work if and when the mill fires up again.
The mill has invested more than $40 million in improvements into the plant since purchasing it, and was profitable for most of the time it operated under Evergreen. But as the pulp market tanked, the mill began to accumulate debts. By words of Tsang, the only way for Evergreen to pay those bills was to be divested from the Chinese company which had difficulties with getting credit. This was done by passing the company under control of Worthy Pick Group Ltd., listed as incorporated in the BVI on January 10, 2008, and engaged in the paper manufacturing business.
Thursday, October 16, 2008
OpenTV announces acquisition of Australian privately held company
OpenTV Corp., BVI company providing advanced television and advanced advertising services, announced that it has acquired the Australia-based private company Ruzz TV Pty Ltd, which provides software solutions for television broadcasters. Terms of the deal were not disclosed.
Ruzz TV was founded in 1999 by Robert Rutherford and currently has ten employees based in Sydney. Its key technology provides broadcasters with a platform that enables the optimization of broadcast play-out operations and allows for the rapid deployment of highly flexible solutions across a broad range of operational areas. Ruzz TV also manages the actual assembly and transmission of the stream of pictures and sounds that are broadcast to television viewers, and develops solutions supporting content management and delivery across wide range of platforms and formats.
Ruzz TV was founded in 1999 by Robert Rutherford and currently has ten employees based in Sydney. Its key technology provides broadcasters with a platform that enables the optimization of broadcast play-out operations and allows for the rapid deployment of highly flexible solutions across a broad range of operational areas. Ruzz TV also manages the actual assembly and transmission of the stream of pictures and sounds that are broadcast to television viewers, and develops solutions supporting content management and delivery across wide range of platforms and formats.
Monday, October 13, 2008
CIM Investment Management Limited reports on its control over Stream Oil & Gas Ltd
On October 8, CIM Investment Management Limited has published report on the previously completed transactions, as a result of which it has received control over 18.3% of the outstanding common shares of Stream Oil & Gas Ltd., on a semi-diluted basis. CIM Investment controls the shares held by each of the investment funds – CIM Special Situations Fund Limited (CSSF) and Key Special Situations Fund Limited (KSSF) – both registered in the British Virgin Islands.
On August 16, 2007, CIM caused CSSF to purchase 4,456,000 shares and 2,228,000 warrants of L.G.R. Resources Ltd, and KSSF was caused to purchase 1,485,000 shares and 742,750 warrants of LGR. This combined holding represented a total of 16.2% of the outstanding shares of LGR on a non-diluted basis, and 22.5% of the outstanding shares of LGR on a semi-diluted basis. On April 4, LGR acquired by way of share exchange all the issued and outstanding shares of Stream Oil & Gas Limited, and then the first BVI fund (CSSF) held 3,769,762 shares and 1,884,881 warrants of Stream, and the second BVI fund (KSSF) held 1,256,504 shares and 628,315 warrants of Stream. As a result, the combined holding of both BVI investment funds represented 13% of the outstanding shares of Stream Oil & Gas Limited on a non-diluted basis, and 18.3% of the outstanding shares of Stream on a semi-diluted basis.
By October 8, 2008, the BVI entities controlled by CIM hold approximately 18.30% of the issued and outstanding shares of Stream, based on a total of 41,193,537 shares issued and outstanding. This calculation includes the shares that would be issued if all the warrants held by the BVI funds were exercised. The shares were acquired by the BVI funds for investment purposes.
CIM Investment Management Limited is UK-incorporated asset management company, which manages Funds on behalf of the CIM Dividend Income Fund Limited, Platinum Global Dividend Fund Limited, Perinvest Dividend Equity Fund Limited and the Bahraini Saudi Bank.
On August 16, 2007, CIM caused CSSF to purchase 4,456,000 shares and 2,228,000 warrants of L.G.R. Resources Ltd, and KSSF was caused to purchase 1,485,000 shares and 742,750 warrants of LGR. This combined holding represented a total of 16.2% of the outstanding shares of LGR on a non-diluted basis, and 22.5% of the outstanding shares of LGR on a semi-diluted basis. On April 4, LGR acquired by way of share exchange all the issued and outstanding shares of Stream Oil & Gas Limited, and then the first BVI fund (CSSF) held 3,769,762 shares and 1,884,881 warrants of Stream, and the second BVI fund (KSSF) held 1,256,504 shares and 628,315 warrants of Stream. As a result, the combined holding of both BVI investment funds represented 13% of the outstanding shares of Stream Oil & Gas Limited on a non-diluted basis, and 18.3% of the outstanding shares of Stream on a semi-diluted basis.
By October 8, 2008, the BVI entities controlled by CIM hold approximately 18.30% of the issued and outstanding shares of Stream, based on a total of 41,193,537 shares issued and outstanding. This calculation includes the shares that would be issued if all the warrants held by the BVI funds were exercised. The shares were acquired by the BVI funds for investment purposes.
CIM Investment Management Limited is UK-incorporated asset management company, which manages Funds on behalf of the CIM Dividend Income Fund Limited, Platinum Global Dividend Fund Limited, Perinvest Dividend Equity Fund Limited and the Bahraini Saudi Bank.
Thursday, October 9, 2008
BVI subsidiary of China Finance, Inc. signs LOI to acquire majority interest in Wenxi Baiyu Magnesium Co., Ltd.
China Finance, Inc., Chinese financial services company providing financial support and services for growing class of China's small and medium enterprises, announced its intention to expand its business by including strategic direct investments and acquisitions of the equity of small and medium enterprises through its wholly-owned subsidiary, British Virgin Islands-registered Value Global International Limited.
CEO of China Finance, Inc., Ms. Ann Yu commented that the Chinese company anticipates the direct investments will allow it to continue to grow strategically, and will bring benefits to the company.
In consistence with this new strategy, the BVI-based subsidiary of China Finance has signed a non-binding letter of intent to acquire 80% of the current stock of the issued and outstanding shares of Wenxi Baiyu Magnesium Co., Ltd. The controlling interest will be purchased from Shanxi Baiyu Industrial Group for approximately US$11,420,000.
Wenxi Baiyu Magnesium is located in Yuncheng, Shanxi Province, which is the major magnesium production base in China; it was founded in April 2000 by Shanxi Baiyu Industrial Group. Currently WBM is the owner of one of the largest monomer magnesium spindle production lines in China. Wenxi currently anticipates annual sales in the amount of US$47,000,000 with US$7,500,000 in net profits for the fiscal year 2008.
CEO of China Finance, Inc., Ms. Ann Yu commented that the Chinese company anticipates the direct investments will allow it to continue to grow strategically, and will bring benefits to the company.
In consistence with this new strategy, the BVI-based subsidiary of China Finance has signed a non-binding letter of intent to acquire 80% of the current stock of the issued and outstanding shares of Wenxi Baiyu Magnesium Co., Ltd. The controlling interest will be purchased from Shanxi Baiyu Industrial Group for approximately US$11,420,000.
Wenxi Baiyu Magnesium is located in Yuncheng, Shanxi Province, which is the major magnesium production base in China; it was founded in April 2000 by Shanxi Baiyu Industrial Group. Currently WBM is the owner of one of the largest monomer magnesium spindle production lines in China. Wenxi currently anticipates annual sales in the amount of US$47,000,000 with US$7,500,000 in net profits for the fiscal year 2008.
Tuesday, October 7, 2008
Pacific Asia Petroleum acquires China interests from the BVI group
Pacific Asia Petroleum Inc., the U.S. corporation specially focused on developing a broad range of energy opportunities in China, informed about its plans to acquire interest in two producing areas onshore China from BVI-based Well Lead Group Ltd., for a total deal value of $9.8 million - $5 million in cash and $4.8 million in stock. Purchased stock includes 25% interest in Northeast Oil (China) Development Ltd.'s 95% interest in two oilfield blocks covering 34 square kilometers in the Heilongjiang province. Also, the US company has the option to acquire additional 14% interest, for a total $5.5 million at closing, and the total share of the company will reach 39%.
Frank Ingriselli, Pacific Asia president and chief executive, commented that this acquisition will allow Pacific Asia to expand on its onshore oil-production opportunities in China. Both the US and BVI companies are planning to drill production wells during the next few years to maximize commercial production from the China blocks.
Frank Ingriselli, Pacific Asia president and chief executive, commented that this acquisition will allow Pacific Asia to expand on its onshore oil-production opportunities in China. Both the US and BVI companies are planning to drill production wells during the next few years to maximize commercial production from the China blocks.
Saturday, October 4, 2008
Talon Metals Corp. (BVI) signs potential merger agreement with another BVI company
On September 25, BVI-registered mineral exploration company Talon Metals Corp. announced that it has entered into a binding agreement with Saber Energy Corp., - a private energy company, also incorporated in the British Virgin Islands, with extensive land holdings and an active exploration program in Botswana. Talon and Saber have agreed to negotiate a pre-merger agreement concerning the business combination of the companies, and additionally Talon has agreed to lend up to $6 million to Saber.
An initial $3 million loan has been advanced, and Talon will receive 1.5 million common share purchase warrants of Saber, at an exercise price determined in accordance with a specified formula, expiring three years after the date of issuance. The loan bears interest at 12% per annum until January 22, 2009, and 18% per annum thereafter.
Under the terms of the agreement, the common shares of both BVI companies will be exchanged for securities of the company resulting from the merger. The agreement between companies provides that when Saber completes the private placement of the BVI company, the Talon shareholders will receive one common share purchase warrant for each common share of Talon held by such shareholder. If the merger occurs, Talon warrants will be exchanged at the Talon Ratio for common share purchase warrants of the merged companies. As part of the merger, the outstanding options and warrants of Talon and Saber, as applicable, will be exchanged for options and warrants of the merged companies.
Mr. Stuart Comline, President and CEO of Talon Metals Corp. (BVI), said that the proposed merger with BVI incorporated Saber Energy Corporation would allow Talon to participate in a large, rapidly developing project, and BVI company's shareholders would benefit from the plans to further explore and develop its gas project, and then put it into production.
An initial $3 million loan has been advanced, and Talon will receive 1.5 million common share purchase warrants of Saber, at an exercise price determined in accordance with a specified formula, expiring three years after the date of issuance. The loan bears interest at 12% per annum until January 22, 2009, and 18% per annum thereafter.
Under the terms of the agreement, the common shares of both BVI companies will be exchanged for securities of the company resulting from the merger. The agreement between companies provides that when Saber completes the private placement of the BVI company, the Talon shareholders will receive one common share purchase warrant for each common share of Talon held by such shareholder. If the merger occurs, Talon warrants will be exchanged at the Talon Ratio for common share purchase warrants of the merged companies. As part of the merger, the outstanding options and warrants of Talon and Saber, as applicable, will be exchanged for options and warrants of the merged companies.
Mr. Stuart Comline, President and CEO of Talon Metals Corp. (BVI), said that the proposed merger with BVI incorporated Saber Energy Corporation would allow Talon to participate in a large, rapidly developing project, and BVI company's shareholders would benefit from the plans to further explore and develop its gas project, and then put it into production.
Wednesday, October 1, 2008
Qiao Xing Mobile Communication announces $20 million share repurchase program
The BVI company Qiao Xing Universal Telephone Inc., one of the leading mobile phone manufacturers and distributors in China, said that its mobile telephone unit will begin a $20 million buyback program. The company will fund repurchases made under the program from available working capital.
Wu Zhi Yang, vice chairman of Universal Telephone and chairman of the mobile unit, noted in his statement concerning the buyback that it “reflects our ongoing commitment to increase shareholder value and confidence that the current share price levels do not reflect our current potential value.”
It is normal practice for companies to repurchase shares in case when they feel their stock is undervalued. Repurchasing stock takes company's shares out of circulation, increases the value of existing shares and the profits measured per-share. In case with BVI-registered Qiao Xing, the stock is 70% down since the beginning of the year.
Wu Zhi Yang, vice chairman of Universal Telephone and chairman of the mobile unit, noted in his statement concerning the buyback that it “reflects our ongoing commitment to increase shareholder value and confidence that the current share price levels do not reflect our current potential value.”
It is normal practice for companies to repurchase shares in case when they feel their stock is undervalued. Repurchasing stock takes company's shares out of circulation, increases the value of existing shares and the profits measured per-share. In case with BVI-registered Qiao Xing, the stock is 70% down since the beginning of the year.
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