BVI-based investment firm acquires Hoyts Group

Chinese businessman and one of the richest people in the PRC, Sun Xishuang, bought Australian second biggest cinema chain Hoyts Group from private equity firm, Pacific Equity Partners. Hoyts Group was bought through Mr Sun’s British Virgin Islands-domiciled investment company ID Leisure Ventures. Financial part of the deal is confidential, but it is believed to be about US$900 million worth. It is said that ID Leisure will retain Hoyts’ management, led by chief executive Damian Keogh and chairman David Kirke.

Pacific Equity Partners, Australia’s largest private equity firm, acquired Hoyts Group in December 2007 from West Australian Newspapers and Publishing and Broadcasting Limited, in a deal about US$440 million worth. Despite the financial crisis and media recession, Hoyts earnings before interest, taxes, depreciation and amortization have almost doubled from US$48 million at acquisition year to US$86 million in 2014.

BVI company announced merger becoming unconditional

MDM Engineering Group Limited, the BVI company involved in the mineral process in the mining industry in Africa, provided an update on the proposed merger with Foster Wheeler M & M Limited, which is an indirect subsidiary of Foster Wheeler AG. According to the company’s announcement, all conditions precedent to the deal have now been satisfied, and the merger has become unconditional.

The merger between MDM Engineering and Foster Wheeler is expected to be implemented on 23 October 2014. Shareholders of the BVI company will receive the merger consideration of £1.70 per MDM share. Trading in MDM’s ordinary shares on AIM is expected to stop on 22 October 2014, while company’s admission to trading will be cancelled on 23 October 2014.

BVI company sold additional 10% of its interest in Offshore Namibia

Eco (Atlantic) Oil & Gas Ltd. made an announcement that it has accepted an offer from Azimuth Namibia Ltd., according to which this company will increase its interest in Blocks 2111B and 2211A, offshore Namibia (the Guy Block) by 10 per cent.

Upon completing this transaction, Azimuth Namibia will bear additional 10 per cent of Block’s operating costs. Azimuth Namibia will be responsible for 51 per cent of the costs for the 1,000 km2 3D survey. The BVI company, although its obligations on the Guy Block are reduced, remains its Operator. Eco Atlantic and Azimuth Namibia currently hold 70 per cent and 20 per cent of working interest in the Guy Block, respectively, while 10 per cent is held by NAMCOR. Upon the transfer, Azimuth will become the holder of 30 per cent, and NAMCOR will retain its 10 per cent stake.

This transaction is subject to a number of conditions among which should be the approval of Namibia’s Ministry of Mines and Energy.

Thailand’s Bangchak Petroleum entered into share sale agreement with BVI company

Bangchak Petroleum Plc, majority part of which is owned by Thailand Government, will purchase 20 per cent stake in Nido Petroleum Ltd. for AUS$22.2 million. The purpose of company’s buying of Australian oil and gas explorer is expanding and diversifying Bangchak’s international portfolio and leveraging business risks. 

BCP Energy International, the wholly-owned Singaporean subsidiary of Bangchak Petroleum Plc, entered into a share-sale agreement with Petroleum International Investment Corporation, domiciled in the British Virgin Islands, for 402.95 million fully paid ordinary shares of Nido Petroleum Ltd. BCP Energy was set up for the purpose of international investment in and the trading, operation and management of the energy, natural resources and petrochemical business.

Bangchak president Vichien Usanachote said that the company plans to use its own working capital to raise the capital of BCP Energy to A$22.2 million to fund the Nido Petroleum share acquisition.

Merger between MDM Engineering and Foster Wheeler AG approved by Tanzanian Fair Competition Commission

MDM Engineering Group Limited, the mineral process engineering and project management company based in the BVI and working in Africa, received the approval from Tanzanian Fair Competition Commission for its proposed merger with Foster Wheeler AG. Also, the company confirmed that the application with the South African Competition Commission is progressing, and final result is expected during this month.

The merger implementation agreement between MDM Engineering Group and Foster Wheeler AG, the global engineering and construction company and power equipment supplier based in Switzerland and having its operational headquarters office is in Reading, United Kingdom, was signed in March 2014. Upon the implementation of the merger, the admission to trading of MDM’s ordinary shares on the AIM Market will be cancelled.

Eco (Atlantic) Oil & Gas Ltd. received Ghana Parliament’s ratification of purchase agreement

Eco (Atlantic) Oil & Gas Ltd., an integrated oil and gas exploration company incorporated in the British Virgin Islands, announced that the Parliament of the Republic of Ghana has ratified a petroleum agreement under the terms of which the company may acquire a 50.51 per cent interest in the Deepwater Cape Three Points West Block, located in offshore Ghana, close to significant producing Jubilee Oil Field. The contract area is approximately 944km² in water depth between 800m and 2,000m. The BVI corporation has been qualified as operator of the Block.

Partners in the Block are Eco (Atlantic) Oil & Gas Ltd., which will own 50.51 per cent through its wholly owned subsidiary Eco Atlantic (Ghana) Ltd., A-Z Petroleum Products Ghana Limited, which will be the holder of 32.14 per cent, the Ghana National Petroleum Company with 13 per cent, and GNPC Exploration and Production Company Limited with 4.35%. The signed agreement provides for a term of 25 years, subject to the discovery of oil within the first seven years.

Mineral exploration company closes sale of Oman properties through its BVI subsidiary

Gentor Resources Inc., a mineral exploration company working in Turkey, closed the sale of its properties in Oman to AIM-listed company Savannah Resources plc. The deal was made by Turkish company selling to Savannah Resources all the outstanding shares of its wholly-owned subsidiary, British Virgin Islands-registered company Gentor Resources Limited.

The agreement between the companies was signed in April 2014. The initial consideration for the sale includes, as it was announced before, a cash payment of US$800,000 paid to Gentor on closing. Deferred Consideration consists of: the sum of US$1,000,000, payable to Gentor upon a formal final investment decision being made for the development of the Block 5 licence in Oman, (b) the sum of US$1,000,000, payable to Gentor upon the production of the first saleable concentrate or saleable product from ore derived from the Block 5 licence in Oman, and (c) the sum of US$1,000,000, payable to Gentor within six months of the payment of the deferred consideration. Also, Savannah Resources may choose to pay up to 50 per cent of the above deferred consideration by the issue of shares to Gentor Resources.

Talon Metals entered into agreement to acquire interest in US-located nickel-copper-platinum project

Mineral exploration company Talon Metals Corp., through its subsidiary Talon Nickel (USA) LLC, entered into a definitive agreement with Kennecott Exploration Company, which is a subsidiary of the Rio Tinto Group. Pursuant to this agreement, BVI-based Talon Metals has the right to acquire a 30 per cent stake in Kennecott's Tamarack Nickel-Copper-Platinum Project, located in Minnesota, USA, over a 3 year period, by making US$7.5 million in instalment payments to Kennecott, and incurring US$30 million in exploration expenditures. During the earn-in period, Kennecott will continue to be the operator of the Tamarack Project.

The Chairman of Talon Metals Warren Newfield commented on the agreement: "We are fortunate to participate in Kennecott's Tamarack Project… Over the past two years, the Talon team has reviewed and considered more than 700 projects, and we have finally identified a project that could be a company-maker. I would like to thank our shareholders for their patience and dedication. We expect the next three years to be an exciting time for Talon."

The definitive agreement between Talon and Kennecott was concluded after a number of months of due diligence conducted by the Talon team. Following the period of Talon’s earn-in to the Tamarack Project, the US company must either to proceed with this project with Talon as its joint venture participant owning 30 per cent of the Tamarack Project, or grant BVI company’s subsidiary the right to purchase 100 per cent of the Project.

Polo Resources signed agreement with Australian Exploration Company

Polo Resources Limited, the natural resources investment company domiciled in BVI, signed the agreement with an Australian gold exploration company Blackham Resources Limited. Under the terms of the agreement, Polo Resources agreed to subscribe for 49% of the enlarged capital of Perfectus Management Limited, which is the owner of 15% of Blackham’s issued fully paid ordinary share capital.

In consideration, the BVI company agreed to pay AU$1 million in cash and AU$2 million by way of issuing and allotting 7,317,564 new ordinary shares at an agreed price of 15 pence per share to Perfectus. The new shares will represent 2.64% of Polo’s enlarged issued share capital.

Upon completion of the transaction, Polo Resources increase its interest in Blackham from direct holding of 4.2% to a combined and indirect holding of 11.85%. The BVI company also has the right to acquire further 49% of Perfectus within the next two years, for AU$3 million to be satisfied by the issue or transfer to the vendor of ordinary shares in Polo at an agreed price of 15 pence per share.

The 7,317,564 new ordinary shares of Polo Resources, are expected to be admitted to trading on AIM on or around 2 June 2014. After the admission, Polo Resources’ enlarged issued share capital will amount to 276,940,309 ordinary shares.

Canadian Quantum completed private placement offering

Canadian Quantum Energy Corporation made the announcement that, pursuant to the investment agreement with the BVI-registered company Lang International Holdings Limited and Douglas Brett, the President and CEO of Canadian Quantum, the company completed the first tranche of previously announced private placement offering of its common shares.

Pursuant to the closing of the first tranche, the BVI company purchased 11,660,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,166,000. The additional tranche of the Equity Private placement is also anticipated. Additionally, upon the closing of the first tranche, Canadian Quantum repaid the short term loan from Lang in the amount of $350,000.

Canadian oil and gas company also announced that its subsidiary purchased certain seismic equipment from an associate of Lang, at a purchase price of 10,971,000 Common Shares, that were issued to Lang, at a deemed price of $0.10 per Common Share. Concurrently with the closing of the Equity Private Placement, Canadian Quantum also completed the previously announced Debenture Private Placement, pursuant to which the BVI company purchased Series 1 Debentures in the principal amount of US$935,239.73 and the holders of the previously outstanding debentures purchased Series 1 Debentures in the principal amount of US$935,239.73.

Under the Equity Private Placement, Lang acquired 11,660,000 Common Shares, 10,971,000 were acquired by the BVI company under the Asset Acquisition, and Series 1 Debentures in the principal amount of $935,239.73 were acquired under the Debenture Private Placement. Therefore, Lang will hold 22,631,000 Common Shares or approximately 39.49 per cent of the total issued and outstanding Common Shares, and Series 1 Debentures in the principal amount of US$935,239.73. Assuming the conversion of such Series 1 Debentures, Lang would own or control 30,424,664 Common Shares or approximately 46.74% of the total issued and outstanding Common Shares. The purchase of the securities by Lang was made for investment purposes.

TSX-listed BHK Resources acquires private BVI company

BHK Resources Inc., TSX-listed capital pool company, made an announcement that it has executed a definitive share purchase agreement with US registered mineral exploration company Silver Bull Resources, Inc., in connection with its proposed acquisition of the private British Virgin Islands-registered company Dome International Global Inc., announced in December 2013.

BHK Resources will acquire all of the issued and outstanding securities of the BVI company for an aggregate payment of USD$1,500,000, payable in cash, of which US$25,000 was as a non-refundable deposit upon the execution of the letter agreement.

Upon the completion of the transaction, Dome International Global Inc., which is the indirect holder of 100 per cent interest in and to the Ndjole manganese and gold project, will become a wholly owned subsidiary of BHK Resources.

BVI-registered Lang International Holdings Limited provides loan and purchases shares of Canadian Quantum

Canadian Quantum Energy Corporation made the announcement that, pursuant to the investment agreement with the British Virgin Islands-registered company Lang International Holdings Limited and Douglas Brett, the President and CEO of the company, this company has provided a short term loan to Canadian Quantum in the amount of US$350,000.

The loan, which is evidenced by a promissory note and secured against the personal property of Canadian Quantum, will be repaid on the closing of the previously announced private placement offering of Common Shares pursuant to which Lang or any of its associates would purchase 12,750,000 Common Shares at a price of US$0.10 per Common Share for gross proceeds of US$1,275,000.

The company, controlled by Mr. Brett, settled the total amount of its outstanding unsecured demand loan in the amount of US$226,150.12 into 2,261,501 Common Shares at a price of US$0.10 per Common Share. In addition, Mr. Brett has converted the total amount of his outstanding accrued salary up to March 31, 2014, in the amount of $235,000, into a loan, evidenced by a promissory note and secured against the personal property of the Canadian company. The promissory note issued to Mr. Brett is due on September 30, 2015 and bears 12% annual interest.

The President, CEO and director of Canadian Quantum, Mr. Brett will own or control 9,718,922 common shares or approximately 28.03% of the total issued and outstanding common shares and options to acquire 1,000,000 common shares. Assuming the exercise of such options, Mr. Brett would own or control 10,718,922 or approximately 30.05% of the total issued and outstanding Common Shares of Canadian Quantum. The purchase of the common shares was made for investment purposes.

Nam Tai Property Inc. announced share repurchase program

Nam Tai Property Inc., the BVI-registered company working in the spheres of electronics manufacturing and design services, which in the end of April changed its name from Nam Tai Electronics, Inc., and changed trading symbol on the NYSE market to NTP, announced the beginning of a stock repurchase program. It was approved by company’s board of directors, and is aimed at purchasing back up to US$40 million of its common stocks in the open market, at the market prices.

The stock repurchase program will be executed in accordance with Securities and Exchange Commission requirements, the termination of the program is expected to take place on about 30 November 2014.

The actual number of stocks to be repurchased will depend upon market conditions and other factors.

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.

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.

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.

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.

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.

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.

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.

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.