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.
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