HK Bourse: Press Release from Rexcaptial
Monday December 12, 9:53 AM
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its
accuracy or completeness and expressly disclaims any liability
whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
Rexcapital International Holdings Limited
(Incorporated in Bermuda with limited liability)
(Stock code: 155)
MAJOR TRANSACTION RELATING
TO THE PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF
EAGLEFLY TECHNOLOGY LIMITED
Reference was made to the announcement of the Company dated 15 July
2005, the Directors wish to announce that pursuant to the due diligence
review conducted by the Company on the Eaglefly Group since the date of
the Announcement, the Company and the Vendor have agreed that upon
completion of the Acquisition, the Terra Solar Group will not consist of
Terra Solar Hungary Kft.
The Directors also wish to announce that the circular with respect to
the Acquisition will be despatched to the Shareholders on 12 December
2005.
The board of directors (the "Board") of REXCAPITAL International
Holdings Limited (the "Company") refers to the announcement of the
Company dated 15 July 2005 (the "Announcement") in relation to, inter
alia, a major transaction involving a proposed acquisition of the entire
issued share capital of Eaglefly which in turn holds 51% interest in the
issued share capital of Terra Solar Global, Inc. and its subsidiaries.
Unless otherwise stated, terms used herein shall have the same meanings
as those defined in the Announcement.
EXCLUSION OF TERRA SOLAR HUNGARY KFT. FROM THE TERRA SOLAR GROUP
To the best of the Directors' knowledge, information and belief having
made all reasonable enquiry and as represented by the Vendor in the Sale
and Purchase Agreement, the shareholding structure of the Terra Solar
Group as disclosed in the Announcement, please refer to the press
announcement today.
Pursuant to the due diligence review conducted by the Company on the
Eaglefly Group since the date of the Announcement, the Company and the
Vendor have agreed that upon completion of the Acquisition, the Terra
Solar Group will not consist of Terra Solar Hungary Kft. because:
1. the main business of Terra Solar Hungary Kft. is the selling
of goods to its related company, Terra Solar USA, Inc., a company
controlled by Dr. Zoltan Kiss; and
2. the business activities previously performed by Terra Solar
Hungary Kft. will eventually be phased out in the Terra Solar Group when
the Terra Solar Group implements its new business strategy.
The exclusion of Terra Solar Hungary Kft. from the Terra Solar Group
does not have any effect to the consideration for the Acquisition nor
does it have any effect to the valuation of the Terra Solar Group
because the businesses and assets of Terra Solar Hungary Kft. are
immaterial in relation to those of the Terra Solar Group. Under such
circumstances, Terra Solar Global and TerraSolar, Inc. have entered into
an agreement for the purpose of assigning and transferring all the
issued and outstanding shares of Terra Solar Hungary Kft. from Terra
Solar Global to TerraSolar, Inc.
To the best of the Directors' knowledge, information and belief having
made all reasonable enquiry and as represented by the Vendor in the Sale
and Purchase Agreement, the shareholding structure of the Terra Solar
Group as at the date of this announcement is as follows:
"Please refer to the press announcement today."
To the best of the Directors' knowledge, information and belief having
made all reasonable enquiry and as represented by the Vendor in the Sale
and Purchase Agreement, upon completion of the Acquisition, the
shareholding structure of the Terra Solar Group will be as follows:
"Please refer to the press announcement today."
DESPATCH OF CIRCULAR
The Directors are pleased to announce that the circular in relation to,
among other matters, the Acquisition together with the notice of special
general meeting of the Company will be despatched to the Shareholders
and for information only, the holders of the Warrants, on 12 December
2005.
Source: Stock Exchange of Hong Kong
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