Tuesday, April 26, 2011

Chinese company sells interest in its controlled BVI subsidiary

ChipMOS Technologies Ltd., the company incorporated in Bermuda and operating in Mainland China, announced that it will sell the notes of its controlled subsidiary Modern Mind Technology Limited, registered in the British Virgin Islands and wholly owned by another BVI company Jesper Limited. Under the agreement signed on April 22, 2011, ChipMOS will sell the MMT notes to ThaiLin Semiconductor Corp., which is a 42.9%-owned subsidiary of ChipMOS' 84.2% owned subsidiary, ChipMOS Technologies Inc. Proceeds from ThaiLin to ChipMOS will be US$39.95 million.

ChipMOS is managing its Mainland China operations through Modern Mind Technology Limited. According to the Chinese company, this transaction is an additional measure to streamline its corporate structure, designed to improve its profitability and better align with shareholder interests. ChipMOS does not have any equity interest in Modern Mind, it controls the British Virgin Islands through its ownership of the demand notes issued by Modern Mind, convertible into common shares with a controlling equity interest in the company.

Upon the completion of the transaction, ThaiLin is expected to immediately convert the MMT notes into common shares of the BVI company and purchase all of the remaining common shares of Modern Mind from Jesper, ChipMOS Shanghai becoming a wholly-owned subsidiary of ThaiLin.

Chairman and CEO of ChipMOS S.J. Cheng commented on the transaction saying that "This important, streamlining will be an accretive transaction to ChipMOS and will benefit our operating model and margin profile. Post transaction, there will be no change in how we report consolidated revenue from operations. We will continue to evaluate and pursue strategies that can further simplify our structure and increase return for shareholders."

ChipMOS is a leading independent provider of semiconductor testing and assembly services to customers in Taiwan, Japan, and the United States.

Thursday, April 14, 2011

Canada-based investment company to acquire interest in BVI-registered Kincora Group Limited

On April 14, 2011, Canada-based company Brazilian Diamonds Limited entered into a conditional agreement with Origo Partners PLC with the purpose to acquire Origo's interests in Kincora Group Limited, a closely held private company incorporated in the British Virgin Islands. The principal asset of the BVI company is the Bronze Fox copper/gold project in Mongolia.

Under the terms of the agreement, Brazilian Diamonds will acquire Origo's 25% interest in the BVI-registered Kincora Group, and will have assigned to it Origo's rights to acquire further 50% interest in the BVI company by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project.

As consideration for the 25% interest and the Assignment the Canadian investment company is to issue Origo the number of shares that will cause Origo to hold between 40% and 45% of the fully diluted share capital of Brazilian Diamonds after the Completion Financing.

Completion of the above transactions is subject to Brazilian Diamonds raising through a private placement a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000, on terms to be agreed upon between the company and Origo (the Completion Financing). In addition to the Completion Financing, Brazilian Diamonds proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share, to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the company.

Origo Partners PLC is the London Stock Exchange-listed private equity investment company focused on growth opportunities created by the industrialization and urbanization processes in People's Republic of China.