11 Nov 2009 07:30
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
11 November 2009
Recommended Merger of Origo Sino-India Plc
and Origo Resource Partners Limited
Posting of Scheme Document and Admission Document
Further to the announcement made on 16 October 2009 of the recommended merger (the "Merger") of Origo-Sino India Plc ("OSI") and Origo Resource Partners Limited ("ORP") to be effected by means of a scheme of arrangement pursuant to Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme"), a scheme document containing details of the Scheme and the Merger (the "Scheme Document") has been posted to shareholders of ORP. Notices convening the Court Meeting and the Extraordinary General Meeting to approve the Scheme to be held at 2nd Floor, No. 1 Le Truchot, St. Peter Port, Guernsey GY1 3JX on 9 December 2009 at 10.00 a.m. and 10.10 a.m. respectively are contained in the Scheme Document.
The Merger will constitute a reverse takeover of OSI under the AIM Rules and requires the prior approval of OSI's existing shareholders. A notice convening an extraordinary general meeting of OSI to be held at 4th Floor, 1 Circular Road, Douglas, Isle of Man IM99 3NZ at 12.00 noon on 11 December 2009, is therefore included in the admission document (the "Admission Document") which has now been posted to shareholders of OSI.
Resolutions to be considered at the extraordinary general meeting of OSI also include, inter alia,:
1 approval of the proposed change of name of OSI to "Origo Partners plc" in order to reflect a focus on investments in China and China related opportunities going forward; and
2 approval of the proposed new investment support agreement between OSI and Origo Advisors Limited ("OAL") described in the announcement of 16 October 2009 and also in the Admission Document. OAL is owned by Chris Rynning and Niklas Ponnert, who are directors of OAL and also of OSI, and accordingly the investment support agreement represents a related party transaction under the AIM Rules. The directors of OSI (excluding Chris Rynning and Niklas Ponnert) consider, having consulted with the Company's nominated adviser, that the terms of the agreement are fair and reasonable insofar as OSI's shareholders are concerned.
It is expected that dealings in new shares in OSI to be issued to shareholders of ORP following approval of the Scheme will commence on 14 December 2009.
The Scheme Document and Admission Document are available on the ORP website www.origoresourcepartners.com and on the OSI website www.origoplc.com.
Investor Contacts: OSI
Chris Rynning +86 1390 124 6417
Niklas Ponnert +86 1351 106 1672
Investor Contacts: ORP
See Hanson Westhouse below
Liberum Capital, financial adviser and broker to OSI
Simon Atkinson +44 (0)20 3100 2222
Smith & Williamson, nominated adviser to OSI
Azhic Basirov +44 (0)20 7131 4000
Hanson Westhouse, financial adviser, nominated adviser and Rule 3 adviser to ORP
Tim Metcalfe +44(0)20 7601 6100
Aura Financial, media contact for OSI/ORP
Andy Mills / Nina Legge +44 (0)20 7321 0000
Liberum Capital and Smith & Williamson, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for OSI and no-one else in connection with the Merger and will not be responsible to anyone other than OSI for providing the protections afforded to clients of Liberum Capital or Smith & Williamson or for providing advice in relation to the Merger.
Hanson Westhouse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ORP and no-one else in connection with the Merger and will not be responsible to anyone other than for providing the protections afforded to clients of Hanson Westhouse or for providing advice in relation to the Merger.