Spinner Global Technology Fund, Ltd. Completes Private Placement Investment In NewKidCo International Inc.
Tuesday November 12, 4:05 pm ET
NEW YORK, Nov. 12 /CNW/ -- Spinner Global Technology Fund, Ltd. (the "Fund"), located in Tortola of the British Virgin Islands, announced the completion of a private placement investment it made in NewKidCo International Inc. (OTC Bulletin Board: NKCIF; TSE: NKC) on October 31, 2002 of a secured convertible promissory note (the "Note") in the principal amount of US $1,000,000. Upon receipt of all necessary regulatory and shareholder approvals, the Note will be convertible at the Fund's option into Series C Preferred Shares, a newly created series of preferred stock, at a conversion price of US $0.12 per share. Subject also to receipt of all necessary regulatory and shareholder approvals, the Fund will exchange of all of the 13,505,118 Series A Preferred Shares of NewKidCo it holds for 41,666,665 Series C Preferred Shares. If such regulatory and shareholder approvals are not received by December 31, 2002, the Fund will have certain rights of default under the terms of the Note. The Series C Preferred Shares are exchangeable at the option of the holder on a one for one basis into Common Shares of NewKidCo, subject to standard anti-dilution provisions. Upon the exchange of all of the Fund's Series A Preferred Shares for Series C Preferred Shares and assuming that no other issuance of NewKidCo equity securities occurs, the Fund will hold and will have the right to vote approximately 51% of the outstanding capital stock (on an as converted and fully diluted basis) of NewKidCo, excluding the 8,333,334 Series C Preferred Shares underlying the Note. If the Fund also chooses to convert the Note into Series C Preferred Stock, the Fund will then hold and have the right to vote approximately 55% of the outstanding capital stock (on an as converted and fully diluted basis) of New KidCo. The Fund purchased the Note for investment purposes only, and except for the conversion of such Note and the exchange of its Series A Preferred Shares for Series C Preferred Shares, it has no present intention to acquire any additional securities of NewKidCo. The Fund was the only participant in this private placement.
For further information
Bryan MacDonald, +1-203-226-8907, for Spinner Global Technology Fund, Ltd.
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Source: Spinner Global Technology Fund, Ltd. |
