Holding(s) in Company
November 13 2009 - 11:33AM
UK Regulatory
TIDMTAZ
RNS Number : 5209C
Tai Zi Capital Ltd
13 November 2009
?
13 November 2009
Tai Zi Capital Ltd (the "Company")
Proposed changes in interest of Significant Shareholders
The Board of Directors of the Company would like to make the following
notification in respect of the proposed changes in the shareholding of certain
Significant Shareholders (as defined under Rule 17 of the AIM Rules for
Companies).
The Company has been notified that Prince Asset Management Co., Ltd (holding 83%
of the shares in the Company) ("PAM") and East Prosperity Corporation (holding
9% of the shares in the Company) ("EPC") have entered into a share sale and
purchase agreement dated 28 October 2009 (the "Agreement") pursuant to which
they agreed to dispose of their entire shareholding interest in the Company
through the sale of an aggregate of 5,520,000 shares at a maximum price of
US$0.88 per share (the "Proposed Transfer") to the following persons (the
"Buyers"):
* Brilliant Expert Investments Limited as to 3,990,000 shares or 66.5% of the
issued share capital of the Company;
* Elite Holdings Limited as to 750,000 shares or 12.5% of the issued share capital
of the Company;
* Action Global Enterprises Limited as to 240,000 shares or 4% of the issued share
capital of the Company; and
* B.L.F Holding Limited as to 540,000 shares or 9% of the issued share capital of
the Company.
The Company is not a party to the Agreement. Completion of the Agreement was
subject to the fulfilment of certain conditions precedent on or before 4
November 2009, including the Buyers being satisfied with their due diligence
investigation in respect of the Company. As the Company is not subject to the
City Code on Takeovers and Mergers (the "Code"), the Proposed Transfer will have
no implications under Rule 9 of the Code.
Significant Shareholders
The Company currently has one class of shares in issue. The total number of
shares in issue, as at the date hereof, is 6,000,000 shares of par value US$1.00
each.
The Company has also been notified that:
* the Buyers have confirmed in writing to PAM and EPC on 4 November 2009 that they
are, among other things, satisfied with their due diligence into the Company
and, accordingly, the parties to the Agreement have proceeded with the
completion of the Proposed Transaction on 13 November 2009; and
* in accordance with the terms of the Agreement the consideration payable for the
shares to be acquired by the Buyers has been adjusted to US$0.877 per share.
The changes in the shareholding interests of the Significant Shareholders of the
Company resulting from the completion of the Proposed Transfer, as notified to
the Company, are set out below:
+-----------------------------------+-----------+------------+-----------+------------+
| | Prior to the | After the Proposed |
| | Proposed Transfer | Transfer |
+-----------------------------------+------------------------+------------------------+
| Significant Shareholder | Number | Percentage | Number | Percentage |
| | of | interest | of | interest |
| | shares | | shares | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| PAM | 4,980,000 | 83.0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| EPC | 540,000 | 9.0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Brilliant Expert Investments | 0 | 0 | 3,990,000 | 66.5 |
| Limited ("BEL") | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Elite Holdings Limited ("EHL") | 0 | 0 | 750,000 | 12.5 |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Action Global Enterprises Limited | 0 | 0 | 240,000 | 4.0 |
| ("AGL") | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| B.L.F Holding Limited ("BLF") | 0 | 0 | 540,000 | 9.0 |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Mr. Chengcai CHEN | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| - Direct | 0 | 0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| - Indirect | 0 | 0 | 4,980,000 | 83.0 |
| | | | (1) | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Ms. Sau Mei WONG | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| - Direct | 0 | 0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| - Indirect | 0 | 0 | 4,980,000 | 83.0 |
| | | | (2) | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Mr. Weijun SU | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| - Direct | 0 | 0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| - Indirect | 0 | 0 | 540,000 | 9.0 |
| | | | (3) | |
+-----------------------------------+-----------+------------+-----------+------------+
| | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| Mr. Weilin XU | | | | |
+-----------------------------------+-----------+------------+-----------+------------+
| - Direct | 0 | 0 | 0 | 0 |
+-----------------------------------+-----------+------------+-----------+------------+
| - Indirect | 0 | 0 | 540,000 | 9.0 |
| | | | (3) | |
+-----------------------------------+-----------+------------+-----------+------------+
Notes:
(1) Mr. Chengcai CHEN is interested in more than 20% of the
voting rights in each of BEL, EHL and AGL and is accordingly
deemed to be indirectly interested in the 83% interest in the Company to be held
by these companies upon completion
of the Proposed
Transfer.
(2) Ms. Sau Mei WONG, a shareholder of each of BEL, EHL
and AGL, is the spouse of Mr Chengcai CHEN and is accordingly
deemed to be indirectly interested in the 83% interest in the Company to be held
by these companies upon completion of
the Proposed
Transfer.
(3) Each of Mr. Weijun SU and Mr. Weilin XU are
interested in more than 20% of the voting rights in BLF and are accordingly
deemed to be indirectly interested in the 9% interest in the Company
to be held by BLF upon completion of the Proposed
Transfer.
Change of Directors
The new shareholders are not proposing a change to the Board of Directors of the
Company nor the nomination of any new Directors in connection with the
completion of the Proposed Transfer.
Investing Strategy
The Board is not aware of any intention to change the investing strategy of the
Company, therefore, it will continue to be that of acquiring properties and
growing a portfolio of rental investment properties located in major cities in
Taiwan, Hong Kong, Macau and the PRC.
Update re: Suspension
ZAI, the Company's nominated adviser, has not undertaken any due diligence on
the Buyers, and therefore is not in a position to request the lifting of the
suspension of the shares from trading on AIM. The Company will keep the market
updated on the lifting of the suspension pending finalisation of due diligence
on the Buyers.
For further information, please contact:
+------------------------------------------------+-----------------------+
| Tai Zi Capital Ltd | Tel: +852 3719 7399 |
| | |
| Lawrence Man Kwan NG | |
| | |
+------------------------------------------------+-----------------------+
| ZAI Corporate Finance Ltd | Tel: +44 (0) 20 7398 |
| Dominique Doussot/Jonathan Evans | 2900 |
| | |
+------------------------------------------------+-----------------------+
Notes to Editors:
Tai Zi Capital Ltd ("Tai Zi" or the "Company") is an investing company focused
on the acquisition of interests in property in Taiwan and more generally Far
East Asia. Tai Zi was incorporated in the Cayman Islands on 23 November 2007 as
an exempt company with limited liability. The Company is deemed to be "an
investing company" for the purposes of the AIM Rules for Companies.
The Company was admitted to trading on AIM on 1 July 2008 but has been suspended
from trading since 4 June 2009.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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