11 Dec 2009 17:20
| 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: | ||||||||||
| Origo Sino-India plc | ||||||||||
| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||
| 4th Floor One Circular Road Douglas Isle of Man IM99 3NZ | ||||||||||
| COUNTRY OF INCORPORATION: | ||||||||||
| Isle of Man | ||||||||||
| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||
| www.origoplc.com | ||||||||||
| 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 merger of Origo Resource Partners plc and Origo Sino-India plc (the "Company") is considered a reverse take-over under AIM Rule 14. Investing policy The Company invests predominately in privately held companies across various sectors of China's economy, and in companies and assets with connections to the Chinese market, with the Company's objective being to provide shareholders with above market returns, primarily through capital appreciation. In terms of stage, the Company generally pursues three kinds of opportunities: • investments in pre-IPO opportunities, where the Company can add value through providing assistance in relation to restructuring, international expansion and the listing on a domestic or foreign stock exchange; • profitable, expansion stage companies requiring financing to meet working capital requirements, expansion capital and/or as capital to finance merger and acquisition opportunities; and • selected earlier-stage companies, which demonstrate compelling prospects for fast-growth and paths to profitability. At its present level of capitalisation, the Company is unlikely to commit in excess of $20 million to any single investee company at the time of investment. For early-stage opportunities, initial commitments may be less than $1 million. While the Company does not have any set gearing policy (although it does not expect to be highly geared at an enlarged group level) investee companies, directly or indirectly, may themselves have outstanding borrowings. The Company currently carries out its own commercial due diligence in respect of potential investments (and engages professional advisers for specialised tasks such as legal, financial and technical due diligence) but may outsource this process over time. In addition to investing predominately in privately held companies, the Company may, in its absolute discretion, hold or invest in publicly traded shares, quasi-equity and/or debt instruments, including convertible or non-convertible debt securities coupled with warrants and/or options, which may or may not represent shareholding or management control. The Company plans to allocate no more than 20 per cent. of available cash resources to investment in publicly traded equities. The Company seeks to be an active investor and to make minority investments. To the extent possible, minority investments are structured so as to ensure adequate minority protection rights, including but not limited to board participation (via a board director/observer), membership of supervisory, audit and oversight committees, as well as specific veto rights over key corporate decisions. In addition, the Company generally dedicates at least one other nominee who, together with the board director/observer, is responsible for assisting the investee company on matters such as building and augmenting the management team, implementing relevant corporate governance and financial control procedures, defining and executing a growth and financing strategy, introducing suitable partners and business opportunities and matters related to future fund-raisings, acquisitions or exit considerations. The holding period for investments is expected to vary depending on the type of investment, the particular circumstances of the relevant investee company, and the intended exit route. The holding period for pre-IPO and expansion stage investments is targeted at between 9 and 24 months and for earlier stage investments at between 24 and 48 months. There is currently a limited spread of investments but this may change if the Company raises additional debt or equity capital. | ||||||||||
| 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): | ||||||||||
| 220,019,888 Ordinary Shares of £0.0001 each and 25,673,238 warrants. | ||||||||||
| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||
| No capital to be raised; anticipated market capitalisation of Ordinary Shares - £34.1m | ||||||||||
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||
| 64.81% not held in public hands. | ||||||||||
| 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: | ||||||||||
| None | ||||||||||
| 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): | ||||||||||
| Chris Andre Rynning (Chief Executive Officer) Karl Niklas Ponnert (Chief Financial Officer) Wang Chao Yong (Executive Chairman) Christopher Martin Jemmett (Non-Executive Director) Dipankar Basu (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): | ||||||||||
| Currently GLG Partners LP - 29.59% British Steel Pensions - 5.51% Origo Sino-India Employee Benefit Trust - 5.23% Merrill Lynch - 5.10% Bullfrog Holdings Limited - 4.97% Nortrust Nominees Limited - 4.70% Progressive Asset Management - 4.16% Wellington Management Company - 3.58% After Admission* GLG Partners LP - 26.81%+ Lansdowne Partners - 18.26% F&C Asset Management - 10.40% JP Morgan Asset Management - 5.57% Spearpoint Limited - 3.87% Goldman Sachs - 3.23% * Assuming full take-up of the Partial Cash Alternative by all significant shareholders (as defined in the AIM Rules) of ORP except Lansdowne Partners and F&C Asset Management who have undertaken not to do so. This has not been confirmed. + On 4 December 2009, the Company announced that on Friday 27 November Lehman Brothers Bankhaus AG ("LBB") had notified the Company that they are the beneficial owners of 10,199,439 Ordinary Shares. As previously disclosed in the Company's re-admission document dated 10 November, the Company has been informed by GLG Partners LP that 12,088,248 ordinary shares in the Company were custodied with Lehman prior to the Lehman insolvency. It is the Company's understanding that the notification by LBB relates to 10,199,439 of such shares. | ||||||||||
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||
| Each of the following persons being consultants and contractors to the Company has received those fees detailed below from the Company within the 12 months prior to 10 November 2009
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| ANTICIPATED ACCOUNTING REFERENCE DATE DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||
| (i) 31 December (ii) 30 June 2009 (iii) 30 June 2010, 30 September 2010 and 30 June 2011 | ||||||||||
| EXPECTED ADMISSION DATE: | ||||||||||
| 14 December 2009 | ||||||||||
| NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||
| Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY | ||||||||||
| NAME AND ADDRESS OF BROKER: | ||||||||||
| Liberum Capital Limited CityPoint 10th Floor One Ropemaker Street London EC2Y 9HT | ||||||||||
| 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: | ||||||||||
| Smith & Williamson Corporate Finance Limited 25 Moorgate London EC2R 6AY | ||||||||||
| DATE OF NOTIFICATION: | ||||||||||
| 11 December 2009 | ||||||||||
| NEW/ UPDATE: | ||||||||||
| Update |