Led International Holdings Regulatory News (LED)

5 Mar 2009 07:00



5 March 2009

LED INTERNATIONAL HOLDINGS LIMITED

("LED International" or "the Company")

Notice of EGM and Disposal 

The Board of LED International provide notice of a Extraordinary General Meeting ("EGM") to be held at Room 1013, Shen Hua Commercial Building, 2018 Jia Bin Road, Luo Wu, Shenzhen, the People's Republic of China at 11am on the 3  April 2009. A circular has been sent to shareholders containing full information regarding the disposal in accordance with AIM Rule 15. Copies of the circular will be available on www.led-intl.com.

The EGM will be held to vote upon the proposed disposal of Shenzhen China LED Photo Technology Limited ("Shenzhen LED"). The Company entered into the preliminary Sale and Purchase Agreement ("SPA") with Tian Fu Kai Jia Information Company Limited ("TFKJ") on the 11 February 2009 to dispose of Shenzhen LED and this was announced to our shareholders. 

After the preliminary SPA was signed, the Company has entered into further discussions in relation to the terms of the disposal. The terms of the preliminary SPA have been revised as detailed below. 

TFKJ is an independent third party company incorporated in the People's Republic of China (PRC), authorised to develop electronic digital media, including various LED screens, in key tourist and sightseeing locations in the PRC such as the Great Wall of China, Mount Huang (Yellow Mountain) and West Lake.

The disposal of Shenzhen LED constitutes a fundamental change of the Company's business under AIM Rule 15, therefore requiring shareholders to vote on the resolution as set out in the Circular. The Company believes that the disposal will be mutually beneficial to both parties due to the ability to generate future shareholder value towards the Company.

Revised terms of the proposed SPA

Pursuant to AIM Rule 15, the Board of LED International wishes to announce the main provisions of the proposed SPA:

The Company will dispose of its entire shareholding in Shenzhen LED to TFKJ for the consideration of RMB25 million, representing the latest net asset value of Shenzhen LED according to an Independent Auditor review for the period to 15 February 2009. The Company and TFKJ have agreed to the settlement of the purchase consideration by way of cash instalments payable in four equal tranches of RMB 6,250,000 commencing from the date of signing the SPA which is conditional on shareholder approval;

Furthermore, the Company has obtained a charge on 45 per cent. of capital value of certain LED Projects held by TFKJ to secure TFKJ's payment obligations;

TFKJ will undertake to use its best endeavours and at its own cost to recover the bad debts owing to Shenzhen LED as revealed in the Company's financial statements and the Company will be entitled to 50 per cent. of the gross amount of any of the bad debts recovered. The bad debts owing to Shenzen LED were, HK$23,242,000 as at 30 June 2008. The Company has been unable to recover these balances as at the date of this document;

TFKJ shall procure that that all necessary procedures and formalities are performed to ensure that the proposed SPA complies with all relevant statutory and operational requirements, and to charge the rights to both LED Project and the Company; and

Completion shall take place within six months from the date of the Extraordinary General Meeting approving the proposed SPA.

Completion of the proposed SPA is conditional upon passing of the resolutions set out in the Circular. The Board would like to draw attention to shareholders to the material size of transaction contemplated in the proposed SPA.

-Ends-

For further information:

LED International

Dennis Ow Tel: +852 9197 9332

ICIS

Christian Taylor-Wilkinson / Fiona Conroy Tel: +44 (0) 207 651 8688

Zimmerman Adams International

Dominique Doussot / Jonathan Evans Tel: +44 (0) 207 060 1760

Notes to Editors:

LED International and its subsidiaries specialise in the development, manufacture and sale of low powered / low maintenance LED screens and other LED products such as outdoor signs, lamps, lighting and building illumination. The screens are manufactured in a 'building block' format to a specific design, which allows screens to be assembled to suit a customer's size and definition specifications.

This design also ensures that the screens are relatively easy to transport and assemble. Based in Hong Kong, the Company's primary market has been the People's Republic of China ("PRC"), but it has also supplied end products to Macau, Japan and the USA. Part of the Company's strategy in 2007 was to widen its customer base to markets outside PRC.

The Company listed on AIM, a market operated by the London Stock Exchange, on 23 October 2006. For more information, please visit: http://www.led-intl.com