05 Feb 2014

Sch 1-China Private Equity Investment Holdings Ltd

Source: RNS
RNS Number : 3482Z
AIM
05 February 2014
 



 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

China Private Equity Investment Holdings Limited (the Company") to be renamed Adamas Finance Asia Limited

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

Romasco Place

Wickhams Cay 1

PO Box 3140

Road Town

Tortola

British Virgin Islands VG1110

 

COUNTRY OF INCORPORATION:

 

British Virgin Islands

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.cpe-invest.com (until Admission)

 

www.adamasfinance.com (from Admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

The Company has agreed to acquire interests in four special purpose vehicles which hold indirect interests in four Chinese businesses, Changtai Jinhongbang Real Estate Development Co. Limited ("CJRE"), Global Pharm Holdings Group Inc. ("Global Pharm"), Hong Kong Mining Holdings Limited ("HKMH") and Meize Energy Industries Holdings Limited ("Meize Energy"), further details of which are set out below.

 

Company

Effective

Interest

Instrument type

Valuation*

US$ million





CJRE

15%

Structured equity

48.4

Global Pharm

4.29%

Redeemable convertible bond

22.4

HKMH

5.68%

Structured equity

9.9

Meize Energy

7.9%

Redeemable convertible preference shares

6.7





Total



87.4

 

*      Valuations by Roma Appraisals Limited as at 31 December 2013

 

CJRE

 

CJRE owns a substantial resort and residential development project; the Tian Tong Shan Villa Project in Zhangzhou City, Fujian Province, China.  The project is focused on a hot spring resort with ancillary residential, commercial and recreational facilities.  The project was the only resort granted the title of "Best Ecological Hot Spring Resort in Asia" by World Real Estate Academy, China Real Estate Enterprises League and World Executive Group on 28 September 2013.

 

Global Pharm

 

Global Pharm is a pharmaceutical company headquartered in Shenzhen, China.  The business operates through three units, namely Traditional Chinese Medicine ("TCM") herb cultivation, TCM processing and distribution and pharmaceutical distribution.

 

Global Pharm has appointed a tier-one investment bank as lead arranger for an IPO on the Hong Kong Stock Exchange which is targeted to occur in the first half of 2014.

 

HKMH

 

HKMH's primary asset is a large dolomite magnesium limestone mine in the province of Shanxi, China.  HKMH is planning to file for an IPO on the Hong Kong Stock Exchange in 2014.

 

Meize Energy

 

Meize Energy is a privately-owned wind turbine blade design and manufacturing company.  The company's products include 1.5MW and 2.0MW wind turbine blades with the 2.5MW version in the research and development phase.

 

 

In addition, CPE's current principal assets are:

 

·     A 33.6% interest in Fortel Technology Holdings Limited, a platform provider for online content distribution in China;

·     A 40% interest in China iEducation Holdings Limited, which develops and distributes digital education content to schools in China; and

·     A 13.1% interest in Asia Bioenergy Technologies Berhad, a technology incubator quoted on the main market of Bursa Malaysia.

 

 

Investing Policy

 

Following Admission, the Investing Policy of the Company will be as follows:

 

·     The transactions will be structured as senior debt, bridge loans, mezzanine finance and other types of structured private financing.

·     Target companies will be SMEs in Asia with a focus of Greater China.

·     The Company is generally sector agnostic, but will focus on agriculture, clean energy, consumer, food and beverage, healthcare, new materials, real estate and resources.

·     The average maturity of the transactions will range from 24 to 36 months.

·     Each new asset will have a targeted internal rate of return of 20 per cent. per annum.

·     The investment in each new asset will not represent more than 20 per cent. of the Company's net asset value immediately following the transaction.

·     The Company has an indefinite life and is targeting both capital and income returns over time for its shareholders.

·     Assets will be managed actively, including through appropriate investor protections which will be negotiated on each transaction.

·     The Company is designed for investors seeking access to yield-producing investment opportunities in Asia.

·     The Company will not use debt to finance individual investments, but may take on debt at the Company-level with no specific limit.

 

 

Admission is sought as a result of a reverse takeover under Rule 14 of the AIM Rules for Companies.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

The enlarged issued share capital will be up to 1,697,396,193 ordinary shares of no par value.

 

There are no restrictions as to transfer of the ordinary shares.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

US$5,016,000 (approximately £3.02 million) being raised through the issue of 83,600,000 new ordinary shares at US.06 per share.

 

Anticipated market capitalisation on Admission of US$101.8 million (approximately £61.3 million)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

85.3%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

The Company's shares are dual listed on the Frankfurt Stock Exchange.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):


Current role

Role on Admission




John Michael Croft

Executive Chairman

Non-Executive Chairman

Conor Michael MacNamara

Non-Executive Director

Non-Executive Director

Ernest Wong Yiu Kit

Executive Director

Non-Executive Director

 

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Shareholder

Current

Following Admission




Elypsis Solutions Limited

-

85.2%




Wong Chun Hung

19.80%

1.47%




China Thrive Investments Limited

19.80%

1.47%




Imperia Capital Investment Holdings Limited

9.29%

0.69%




Max Era Properties Limited

6.84%

0.51%




Red Deer Corporation

5.78%

0.43%




Chau Vinh Heng

4.84%

0.36%




Tang Yue Nien, Martin

3.82%

0.28%




Long Term Aim Holdings Limited

3.82%

0.28%

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)      31 December

 

(ii)      30 June 2013

 

(iii)     30 June 2014, 30 September 2014 and 30 June 2015

 

EXPECTED ADMISSION DATE:

 

19 February 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

W H Ireland Limited

24 Martin Lane

London

EC4R 0DR

 

NAME AND ADDRESS OF BROKER:

 

Laurel Capital Kingsway LLP

9 Gray's Inn Square

London

WC1R 5JD

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Copies of the Admission Document are available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the offices of Pinsent Masons LLP, 30 Crown Place, Earl Street, London EC2A 4ES until at least one month after the date of Admission.

 

The Admission Document is also available at www.cpe-invest.com.  Following Admission, the Admission Document will be available at www.adamasfinance.com.

 

DATE OF NOTIFICATION:

 

5 February 2014

 

NEW/ UPDATE:

 

New

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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