Asia Resources Plc


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Company profile

The Board of Directors informed Shareholders that on 3 July 2007, the Company entered into the Acquisition Agreement, which was conditional upon the passing of the Resolutions and Admission, to acquire the entire issued share capital of Lin Shoon Jewellers Sdn. Bhd. (‘LSJ’), which were duly passed at the Company’s Extraordinary General Meeting held on 28 January 2008.

LSJ is a company incorporated in Malaysia that reprocesses scrap gold and resells the resulting bullion. As a secondary activity, LSJ also produces and sells high quality, high gold content, hand-made jewellery as well as selling products from other jewellery manufacturers.

Background

At the time of the Original Admission the Company raised £2.8 million (after expenses) for the purpose of utilising the contacts and experience of the Directors in order to establish, invest in or acquire assets, businesses or companies primarily in the gold industry, located in Asia, Africa and Europe. The Directors clarified in the Admission Document that once the Company’s first target had been identified and terms agreed that they would seek Shareholders’ approval for the acquisition or investment in that target.

Reason for the Acquisition

LSJ is one of the leading gold manufacturers and traders in Malaysia. Over the years, it has built a strong reputation and goodwill among its suppliers and customers and the LSJ Group, as a whole, has evolved into a well integrated unit which is now providing a complete range of products and services from gold bullion and jewellery manufacturing to retailing.

Although the company was started in 1992, the founders have been involved in the gold industry for more than 20 years. The management of LSJ has expertise in the business and technical, operational and networking skills.

LSJ has been profitable since 1993 and its net profits have grown by 240 per cent. over the past three years sustained by a strong balance sheet. The Directors believe that the acquisition of LSJ represents a strategic investment of substantive economic value to the Company and one which is consistent with the Company’s long term investment strategy.

Principal Terms of the Acquisition Agreement

Under the terms of the Acquisition Agreement, the Company has conditionally agreed to purchase the entire issued share capital of LSJ. The Acquisition Agreement is conditional upon, inter alia, (i) the Resolutions being passed and (ii) Admission. If any of the conditions are not fulfilled by 3 April 2008, and unless agreed otherwise, either party is entitled to terminate the Acquisition Agreement.

The Company has a right to rescind the Acquisition Agreement if a material adverse change occurs in relation to the assets or financial position of LSJ prior to Admission. The Vendors have a right to rescind the Acquisition Agreement if a material adverse change occurs in relation to the Company prior to Admission.

The Acquisition Agreement contains restrictive covenants from the Vendors. It also contains certain warranties and indemnities from the Vendors in favour of the Company. Such warranties are given on a joint and several basis. The liability of the Vendors will cease twenty four months from Admission.

The Consideration Shares

Pursuant to the Acquisition Agreement, the consideration of £12.0 million will be satisfied by the issue and allotment of 109,636,364 new Ordinary Shares to the Vendors credited as fully paid at a price of 10.95 pence per share. The Consideration Shares will rank pari passu with the Existing Ordinary Shares. The consideration was agreed on the basis of the audited net asset value of LSJ as at 31 December 2006. If the audited net asset value on 31 December 2006 exceeds the net asset value on 30 June 2007, the consideration will be adjusted downwards for the difference and the Vendors are required to make a cash payment to the Company equal to the adjustment. If the net asset value on 30 June 2007 exceeds the net asset value on 31 December 2006, there will be no adjustment to the consideration.

Ongoing Strategy

The Directors and Proposed Directors intend to continue to identify opportunities they believe fulfil the Company’s original objectives to establish, invest in or acquire assets, businesses or companies primarily in the gold industry, located in Asia, Africa and Europe. Acquisitions and investments may be funded with a combination of equity and cash, although the Company may also utilise debt under certain conditions. The Directors and Proposed Directors intend that the Company will continue to seek to be an active investor in the gold industry.

LSJ intends to increase its bullion production volume by purchasing a greater proportion of the Malaysian scrap gold supply and by establishing international trading offices to market its products. It also intends to increase its jewellery production.


Shareholders should note that following the implementation of this acquisition the Company will no longer be subject to the provisions of the City Code as the place of central management will be located outside the United Kingdom, the Channel Islands or the Isle of Man and the Shareholders will no longer benefit from the protections of the City Code.

If circumstances change, including if changes to the Board are made, the Company will consult with the Panel to ascertain whether this will affect the central place of management of the Company. The Company will make an announcement in the event that the Company will be deemed to be subject to the Code.

 

  Last updated: 29 January, 2008