Eaglefly/Terra Solar/Dr.Zoltan Kiss
notice.singtao.com
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On 9 July 2005, the Company entered into the Sale and Purchase Agreement with the Vendor pursuant to which, the Vendor agreed to sell and the Company agreed to acquire (i) the entire issued share capital of Eaglefly; and
(ii) the Shareholder’s Loan and accrued interest, if any, due from Eaglefly to the Vendor calculated up to and including the date of completion of the Sale and Purchase Agreement. Upon completion of the Sale and Purchase Agreement, Eaglefly will become a direct wholly-owned subsidiary of the Company.
Eaglefly is an investment holding company holding 51% interest in the Terra Solar Group. The Terra Solar Group is principally carrying on business in thin-film photovoltaic (PV) industry which, through its operating subsidiaries, uses proprietary technology to capture solar energy and convert it into electricity, the production and delivery of PV systems, production of PV components and the generation and sale of electricity from PV system. The Terra Solar Group also provides consultation services in relation to solar power projects for corporations in different parts of the world.
The consideration payable by the Company for the Acquisition is HK$123,373,750 which is to be satisfied partly by cash of US$3,145,000 (equivalent to approximately HK$24,373,750) and the balance of HK$99,000,000 by the issue of the Consideration Shares to the Vendor (or its nominee) at a price of HK$0.165 per Consideration Share. The Directors intend to finance the cash portion of the consideration by internal resources of the Group.
The Sale and Purchase Agreement is conditional upon the fulfillment of certain conditions precedent which include, among other things, the approval by the Shareholders on the Sale and Purchase Agreement at the Special General Meeting.
The Acquisition constitutes a major transaction of the Company pursuant to Chapter 14 of the Listing Rules and is, thus, subject to the approval of the Shareholders. A circular containing, among other things, details of the Sale and Purchase Agreement and a notice convening the Special General Meeting to approve the Sale and Purchase Agreement and the issuance of the Consideration Shares will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities in the Company.
At the request of the Company, trading in the Shares and Warrants on the Stock Exchange was suspended with effect from 9:32 a.m. on 11 July 2005 pending the release of this announcement. Application has been made for the resumption of trading in the Shares and Warrants on the Stock Exchange with effect from 9:30 a.m. on 18 July 2005.
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THE SALE AND PURCHASE AGREEMENT
Date
9 July 2005
Parties
Purchaser: the Company
Vendor: Multichannel Investments Limited, which is wholly-owned by Dr. Zoltan Kiss. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendor and its beneficial owner are Independent Third Parties. The Vendor is an investment holding company with no other operations save for its holding of the entire issued share capital of Eaglefly.
Dr. Zoltan Kiss has agreed to guarantee the performance and obligations of the Vendor under the Sale and Purchase Agreement.
Asset to be acquired
One share in Eaglefly, being the entire issued share capital of Eaglefly and the Shareholder’s Loan and accrued interest, if any, due from Eaglefly to the Vendor calculated up to and including the date of completion of the Sale and Purchase Agreement. The amount of the Shareholder’s Loan owing to the Vendor as at the date of this announcement is approximately US$450,000 (equivalent to approximately HK$3,487,500).
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