CNCN Applies to NASDAQ and London Exchange
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Item 1.01 Entry into a Material Definitive Agreement
On March 15, 2007, Cintel Corp. (the "Company") entered into a PIPE transaction with Woori Private Equity Fund ("Woori") for the sale of convertible debenture in an aggregate principal amount of Korean Won 60,000,000,000 (approximately USD$63,000,000) (the "Debenture"). The Debenture will mature on April 12, 2012 and is convertible into shares of common stock of the Company, at the option of the holder at a rate of $0.70 per share. The coupon rate of the Bond shall be at the compounded interest rate of 2.3% per annum; provided however, if the Bond is not converted during the period commencing on the issuance date through one month prior to the maturity date, the Company shall guarantee a compounded interest rate of 8% per annum.
The Company has undertaken to apply for listing of its common stock on any of the NASDAQ, London Stock Exchange, Hong Kong Stock Exchange and Singapore Exchange Securities Trading Limited and use its best efforts to obtain such listing by October 31, 2009. In the event that the Company does not secure such listing by October 31, 2009 for any reason not solely attributable to Woori, Woori shall be entitled to exercise its put option to redeem the Debenture at the face value and shall also be entitled to receive from the Company the payment of interest on the outstanding principal balance of the Debenture calculated at the compounded rate of ten per cent per annum. In case the Company completes the listing process prior to the end of October of 2009, Woori shall be entitled, on or after the fourth anniversary of the issuance of the Debenture, to exercise its put option to redeem the Debenture at the face value thereof and shall also be entitled to receive from the Company the payment of interest on the outstanding principal amount of the Debenture calculated at the compounded rate of eight per cent per annum. In case of the occurrence of any event of default by the Company, Woori shall be entitled to exercise its put option to redeem the Debenture at the face value thereof if such event of default is not cured within sixty days of notice, in which case Woori shall also be entitled to receive from the Company the payment of default interest on the outstanding principal balance of the Debenture calculated at the compounded rate of nineteen per cent per annum. |
