Mecox Lane Limited entered into merger agreement with BVI business company

Mecox Lane Limited, Chinese retailer focused on health, beauty and lifestyle products, entered into an agreement and plan of merger with the British Virgin Islands-registered business company Minat Associated Co., and its wholly owned subsidiary ChinaEquity Alliance Victory Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

Under the terms of the agreement, the BVI company will acquire Mecox Lane for cash consideration which equals to US$0.114 per ordinary share, or US$4.00 per American Depositary Share of the Chinese company. The CI-based subsidiary will merge with and into Mecox Lane, the last one continuing as the surviving company and wholly owned subsidiary of Minat Associated Co.

The merger transaction is expected to close during the second quarter of 2016. As a result of the merger, Mecox Lane Limited will become a privately-held company, and its ADSs will no longer be listed on the NASDAQ Global Select Market.

Kirin International entered into agreement with BVI company

Kirin International Holdings Inc., a Nevada corporation operating through its wholly-owned subsidiary, Kirin China, announced that it has entered into share exchange agreements with the British Virgin Islands company Energetic Mind Limited, and all of its shareholders. According to the agreement, Kirin acquired 100 per cent of issued and outstanding ordinary shares of the BVI company from the shareholders, in exchange for the issue of 151,000,000 shares of its common stock of an aggregate value of US$1,510,000,000, and for the issue of 8% convertible promissory note in the amount of US$150,000,000 to a certain shareholder.

Upon completion of the transaction, Energetic Mind’s shareholders received a total of 151,000,000 shares of the issued and outstanding common stock of the company, representing approximately 88 per cent of the total amount. Energetic Mind operates its business mainly through its subsidiary, a Chinese company Wuhan Yangtze River Newport Logistics Co. Limited.

Oil and gas company announced deferral of payment of interest

Greenfields Petroleum Corporation, a junior oil and natural gas company focused on the development and production of oil and gas reserves in the Republic of Azerbaijan, has secured temporary relief from the interest payments related to the debenture indenture governing the 9 per cent convertible unsecured debentures. On June 30, 2015, the majority of the holders of Debentures instructed the trustee to waive the Event of Default resulting from the failure by Greenfields resulting from the failure by the company to make the interest payment due on May 31, 2015. Pursuant to the waiver, the May Interest Payment was deferred until the earlier of: (i) December 30, 2015; and (ii) 15 business days after the receipt by Greenfields Petroleum International Company Ltd. (GPIC) of payment from Bahar Energy Limited (BEL) of at least US$9.0mln of the Default Amount. Also, a further interest payment was due under the Debentures on November 30, 2015.

GPIC is a wholly owned subsidiary of Greenfields Petroleum Corporation, holding one third of interest in Bahar Energy Limited; another two thirds are held by British Virgin Islands-registered Baghlan Group Ltd., which failed to fund its share of the costs of Bahar Energy in accordance with the shareholders agreement and its loan funding obligation to BEL.

As at November 30, 2015, GPIC has funded by way of loans to BEL, over US$22.1 million to cover the defaulted obligations of the BVI company. By this date, the total amount due to GPIC is estimated at US$ 28.1 million. Receivers have taken control of Baghlan and are seeking to sell either Baghlan or Baghlan's interest in BEL. In June 2015, the company filed for an order appointing a liquidator in the British Virgin Islands.

Atlas Mara announced repurchase of shares

Atlas Mara Limited, BVI-registered sub-Saharan African financial services group, on 3 November 2015 repurchased 20,000 shares, at a price of US$5.50. The shares, all of which will be held as treasury shares, have been repurchased pursuant to the authority granted by company’s Board of Directors to re-initiate share repurchase program. In accordance with the program, Atlas Mara Limited will seek to acquire up to US$10mln of its ordinary shares in the market.

As a result of share repurchase, company’s total amount of ordinary shares is 72,458,524; of them, 1,6888,559 shares are held in treasury. Atlas Mara has notified the market that the total number of voting rights in the company is 70,769,965.

Redefine International buys 25 per cent in BVI property investment company

Redefine International, the company listed in London and Johannesburg, South Africa, has purchased a 25.35 per cent stake in the International Hotel Group - a hotel- and leisure-focused property investment company incorporated in the British Virgin Islands. Redefine said that it would pay about £3.8 million for the stake.

International Hotel Group, owning three hotels in the UK, is listed on the Luxembourg Stock Exchange, and last week it listed its shares on the JSE’s Alternative Exchange, having become the 12th company to list on the AltX in 2015.

Redefine CEO Mike Watters stated that this investment is “part of our overall hotel investment strategy”, and Redefine expects that the International Hotel Group will “grow into a significant hotel investment vehicle over the medium-term”.

BVI holding announces financial results for Q1 of fiscal 2016 and receives acquisition offer

BVI holding company Global-Tech Advanced Innovations Inc. reported its financial results for the first quarter of fiscal 2016. For the quarter period ended June 30, 2015, company’s net sales were US$15.3mln, as compared to US$24.6mln for the same period of fiscal 2015. Net loss announced by the company was US$1.0mln, or US$0.34 per share, as compared to net loss of US$0.3mln, or US$0.10 per share for the quarter ended June 30, 2014. The sales decreased primarily due to falling sales in commodity CCMs, by words of company’s President and Chief Executive Officer John C.K. Sham. However, he stated that average unit pricing improved “as a result of a more favorable product mix and our efforts to control production costs, leading to increases in profit margins.”

Also, Global-Tech announced the receipt of “Going Private” offer on August 3, 2015, from company’s President and CEO and some of his affiliated entities - an unsolicited preliminary non-binding proposal letter, proposing to acquire all of the outstanding common shares of the company not already beneficially owned by them, for US$8.75 per share. It is planned to form an acquisition company for implementing the offer, which will be financed with cash and debt. Following the proposal, the Board formed a special committee of independent directors to consider the offer.

Atacama Pacific Gold Corporation shares purchased by Executive Chairman through BVI company

Executive Chairman and Director of Atacama Pacific Gold Corporation Dr. Albrecht Schneider announced that he had acquired beneficial ownership of 10,499,500 common shares and 75,000 common share purchase warrants of the corporation, which make approximately 16.13% of its issued and outstanding common shares. The shares were purchased through Pacific Land First Corp., a company controlled by the Executive Chairman and domiciled in the British Virgin Islands, from four private companies for consideration of C$0.175 per share, with no additional consideration for 75,000 common share warrants.

Following the acquisition, Dr. Schneider becomes beneficial owner of more than 16,930,685 common shares, 1,425,000 share options and 775.000 warrants – that is approximately 26.02% of Atacama’s issued and outstanding common shares on an undiluted basis. He entered into the transactions for investment purposes.

West African Minerals announced disposal of Sierra Leone licences

BVI-registered company West African Minerals Corp announced its withdrawal from Sierra Leone licences, in order to save US$50,000 in costs this year. According to the plan, which was initially proposed in February 2015, and is brought into life now, West African Minerals agreed to sell its wholly-owned subsidiary, Ferrous Africa Limited, which held five licences in Sierra Leone, to Sierra Resources Ltd., for US$1. Sierra will be also liable for any outstanding liabilities, including any costs for rehabilitation and wind-up, which had been estimated to cost the BVI company US$50,000 in 2015. Upon completion of the transaction, West African Minerals has no remaining interests in Sierra Leone, and no financial liabilities in respect of these five licences.

According to company’s unaudited financial results for the six months period ended 30 September 2014, the balance sheet including value of Ferrous Africa Limited (FAL) amounted to £4,101,164, and will be written down to zero. In the year 2014, audited loss before tax of the FAL amounted to £321,497.

Talon Metals signs agreement with Orion Mine Finance

British Virgin Islands-registered mining and exploration company Talon Metals Corp., together with its Brazilian subsidiary Talon Ferrous Mineracao Ltda., has signed a definitive agreement with Orion Mine Finance, for the sale of the 1 per cent net smelter returns royalty that Talon with its subsidiary holds over the Sao Jorge Gold Project in Brazil. The Sao Jorge Gold Project is wholly owned by Brazil Resources Inc.

Under the terms of the Sao Jorge Royalty Purchase Agreement, Orion Mine Finance has agreed to purchase the royalty for gross proceeds of US$1.9mln (approximately C$2.5mln). On August 25, 2015, Talon Metals announced the completion of the sale transaction.

Global energy corporation entered into definitive agreement with BVI company

A global energy and gasification technology company Synthesis Energy Systems, Inc. has entered into a definitive Share Purchase and Investment Agreement with the British Virgin Islands company and a separate Operation and Management Agreement with its subsidiary China-registered Shandong Saikong Automation Equipment Co. Ltd. The agreements, which are to achieve Synthesis' strategic aim of repurposing and expanding its Zao Zhuang New Gas Company joint venture facility (ZZ) in Zao Zhuang City, Shandong Province, China, became effective on June 26, 2015, with the first installment payment of US$1.6 million received by Synthesis.

The transaction is to be completed outside of China. Under its terms, the partners will pay US$10 million cash to Synthesis in four installments during the period of 15 months, for 59.81 per cent of Synthesis shares in ZZ. The Transaction Partners will also invest a minimum additional equity of US$6.6 million to fund US$16 million expansion and increase its ownership to 73.53 per cent.

BVI corporation announced sale of its stake in Brainworks Capital

The sub-Saharan African financial services group, incorporated in the British Virgin Islands, Atlas Mara Limited, announced that it has sold its 10.1 percent stake in Brainworks Capital Management (Private) Limited, the Zimbabwe-focused private equity and advisory firm, for US$8.72mln.

ADC Financial Services & Corporate Development, which is an indirectly wholly-owned subsidiary of the BVI company, has agreed to sell its Brainworks stake for approximately US$3.1 million in cash and 665,195 Atlas Mara ordinary shares. The transaction is to be completed by 30 June 2015, subject to certain conditions.

BVI company to acquire shares of JA Solar Holdings

The board of directors of JA Solar Holdings Co., Ltd. has received a preliminary non-binding proposal letter from its CEO and Chairman Mr. Baofang Jin and British Virgin Islands-registered company Jinglong Group Co., Ltd., of which Mr. Baofang Jin is the only director. JA Solar’s CEO and BVI company offered to acquire all of its outstanding shares, which are not already owned by them, in a “going private” transaction for US$9.69 per ADS, or US$1.938 per ordinary share in cash, subject to certain conditions.

JA Solar Holdings Co., Ltd., one of the world’s largest manufacturers of high-performance solar power products, is headquartered in Shanghai, China. The company distributes products under its own brand and on behalf of its clients.

Playtech announced acquisition of Plus500 trading company

Playtech, the online gaming company which is now building its presence in the financial trading market, will purchase retail forex trading shop Plus500, for the price of approximately £459.6mln ($700mln).

The 400p per share takeover of the troubled company will allow Playtech to expand its online trading platform, after entering the industry by the acquisition of a majority stake in Trade FX. It is expected to be completed by the end of September, and may be followed by another acquisition: Playtech is said to be in talks to purchase currency trading platform AvaTrade.

Plus 500 is currently under pressure from money laundering rules, its market capitalization has become half less since May 18 when it announced freezing of some clients’ accounts while it conducted more rigorous checks. The company is headquartered in London but operating mostly in Israel; also, it is sponsoring Spanish soccer team Atletico Madrid.

BVI-based Crystal River involved in agreement with two mining companies

The mining company Ivanhoe Mines Ltd will sell 1 per cent of its share interest in Kamoa Holding Limited to the British Virgin Islands-incorporated private company Crystal River Global Limited, for US$8.32 million which will be paid through a non-interest-bearing, 10-year promissory note. The BVI company is headquartered in HK and controlled by Mr. So Hon Chun who had been involved with Ivanhoe Capital Corporation. Kamoa Holding Limited is the subsidiary of Ivanhoe which presently owns 95 per cent of the Kamoa Project in Central Africa – one of the three principal projects of Ivanhoe, also positioned to become one of the world’s largest copper mines.

The agreement between Ivanhoe and Crystal River is part of the agreement signed between the mining company and Zijin Mining Group Co., Ltd to a strategic co-development in the Kamoa copper discovery. Under its terms, Zijin, through its subsidiary Gold Mountains (HK) International Mining Company Limited, will buy a 49.5 per cent interest in Kamoa Holding, for an aggregate amount of US$412mln.

Zijin also committed to arrange or procure the financing of the Kamoa project for 65 per cent of the capital needed for the first phase of work. Upon the successful arrangement or procurement of the project financing, Zijin will have the right to acquire 1 per cent share interest in Kamoa Holding, purchased by the BVI company. If the 1 per cent option is not exercised within seven years, it will expire, and then both parties will have the right to purchase one-half of the 1 per cent from Crystal River. Upon closing of the transaction, each shareholder will fund Kamoa Holding proportionately to its interest.

BVI-registered Lang International acquires shares of American Quantum Energy Corporation

Oil and gas company Canadian Quantum Energy Corp. made an announcement that British Virgin Islands-registered company Lang International Holdings Limited purchased all of the issued and outstanding shares of Delaware-based American Quantum Energy Corporation, which is the wholly-owned subsidiary of Canadian Quantum. This announcement followed the investment agreement previously signed in May 2014, and private placement offering completed by Canadian Quantum on November 2014. The BVI company acquired shares in exchange for the settlement of all debt owing by Canadian Quantum to Lang International, in the aggregate principal amount of US$1,485,239.73.

The only asset of American Quantum Energy is the seismic equipment purchased from BVI company’s associate at a purchase price of US$1,097,100, paid by the issuance of 10,971,000 common shares of Canadian Quantum, at US$0.10 per share.

Bestinfond purchased shares of BVI-based retailer

International investor Bestinfond based in Spain has recently purchased shares in four companies, among them the British Virgin Islands-incorporated Lenta Ltd (LNTA), the company operating retail chains in Russia. 2,793,164 shares of the BVI company were acquired at an average price of US$6.58 per share, during the first quarter of 2015. This resulted in a 30 per cent overall gain, given that currently shares of LNTA are traded at US$8.55 per share. Also, taking into account the trading price, there is a -55 per cent margin of safety, as according to DCF calculator LNTA’s intrinsic value is US$5.15 per share.

LNTA is operating standard, compact and supercompact hypermarkets, the company announced the second consecutive year of market-leading sales growth and selling space growth.

Atlas Mara planning to become BPR shareholder and merge BPR with BRD Commercial Bank

BVI-registered company Atlas Mara Limited announced that it is in discussions about investing approximately US$22.5 million in Banque Populaire du Rwanda (BPR). If this transaction is successfully concluded, Atlas Mara will become the owner of 45 per cent in BPR. Further on, the company plans to merge BPR with BRD Commercial Bank Ltd, which was purchased by Atlas Mara in October 2014. This merger will provide Atlas Mara with a platform to meet demand for corporate credit, and leverage mobile technology to provide differentiated product offerings to the retail segment. The transaction is expected to be completed in the third quarter of 2015, subject to binding legal agreements and regulatory approvals.

The BVI company will also purchase shares from local shareholders, and as a result it will have over 70 per cent in the combined institution which, with assets of about US$305 million, will become Rwanda’s largest bank by branch locations, and second largest bank by assets.

BPR’s focus, which will be maintained by Atlas Mara, is on under-banked sectors, such as small- and medium-sized enterprises and farmers. At 31 December 2014, the bank had approximately US$227mln of assets, US$155mln in loans, US$181mln in deposits and US$23mln of equity.

Maxim Resources signs HOA over BVI company-related concession

Maxim Resources Inc., the Canadian oil and gas production and exploration company, made an announcement that it has entered into a non-binding Heads of Agreement with Quest Investments LLC, incorporated in Dubai, and its wholly-owned subsidiary Quest Oil & Gas Ventures Inc.

Upon completion of the transactions under the agreement, dated effective March 20, 2015, Quest will become a significant shareholder of Maxim, and the Canadian company will purchase up to 25 per cent indirect equity ownership interest in an oil and gas exploration and production concession, in the United Arab Emirates. The concession right holder, pursuant to Petroleum Concession Agreement, is UAQ Petroleum Limited – a HK company, which is a subsidiary of Canemir Petroleum Corp., incorporated in the British Virgin Islands. This BVI company is 50 per cent owned by Quest Oil & Gas Ventures, and 50 per cent by Arawak Euroasia FZE.

Under the terms of the agreement, Maxim will acquire 50 per cent of Quest, which will give the Canadian company an indirect 25 per cent equity ownership interest in Canemir. Upon completion of the transactions contemplated in the agreement, Quest may become the holder of more than 20 per cent of Maxim shares, which will give it a control over oil and gas company.

BVI company entered into private placement agreement with SouthGobi Resources

SouthGobi Resources Ltd., an integrated coal mining, development and exploration company operating in Mongolia, entered into a private placement agreement with Novel Sunrise Investments Limited, an investment holding company incorporated in the British Virgin Islands, and focused on the real estate, logistics and supply chain management industries. Pursuant to this agreement, an aggregate of up to 21,750,000 common shares of SouthGobi are issuable to the BVI company. The proceeds of the agreement, where Novel Sunrise Investments is an investor and strategic partner, will make up to US$7.5 million, with initial tranche of approximately US$3.5 million, to be closed on March 3, 2015. The proceeds will be applied towards general working capital.

Novel Sunrise has also entered into a Sale and Purchase Agreement with Turquoise Hill Resources Ltd, the largest shareholder of SouthGobi Resources, to purchase 48,705,155 common shares of which Turquoise Hill is the current holder, at a price of CDN$0.35 per common share payable in cash. The closing of this agreement is expected to occur no later than March 31, 2015.

Luxoft Holding announced acquisition of Excelian Limited

Luxoft Holding, Inc., BVI-registered company providing software development services and IT solutions, has acquired Excelian, the UK-based systems integrator and technology consulting company specializing in trading and risk management software for financial services industry. Privately held Excelian has customer base consisting mainly of investment banks, large wholesale banks and commodity traders, company’s offices are located in Western Europe, the United States, Canada, Australia and South Africa. Its expertise includes implementation of financial software platforms from industry leading providers such as Murex, OpenLink and Calypso.

Strata Partners was an exclusive financial adviser to Luxoft on this transaction, while Smith & Williamson Corporate Finance was an adviser to Excelian.

According to BVI company’s announcement, acquisition of Excelian by Luxoft will allow it to expand its financial services vertical, engage with more world leading technology partners, and will provide cross-selling opportunities to a wider client base.

Atlas Mara Limited completes share purchase

BVI-based company Atlas Mara Limited made an announcement following the share buyback update on 23 January 2015, informing that on 3 February 2015 it completed the purchase of the remaining 414,455 Atlas Mara shares from the previous managers of ABC Holdings Limited.

Upon the completion of the purchase, total number of ordinary shares of the BVI company is 72,458,524 of which 1,743,888 are now held in treasury. According to the company’s notification, total number of voting rights in Atlas Mara Limited is 70,714,636.

Euro Tech announced stock repurchase

British Virgin Islands-registered company Euro Tech Holdings Company Limited made an announcement that its Board of Directors approved a share repurchase program, to repurchase up to 60,000 shares of issued and outstanding stock by January 21, 2016.

The stock buyback program provides the BVI company with the possibility to purchase shares in the open market, or through negotiated or block transactions based on market and business conditions during the next 12 months.