ALBEDO LIMITED Company Registration No - PDF document

ALBEDO LIMITED (Company Registration No. 200505118M) UPDATE ON PROPOSED ACQUISITION OF THE ENTIRE SHARE CAPITAL OF REFLECTIONS OASIS IN C FROM INFINITE REWA RDS INC (THE “VENDOR ”) (THE “PROPOSED ACQUISITIO N”) Unless otherwise defined herein, all capita lised terms used in this announcement shall have the same meanings as defined in the previous announcements released via SGXNET on 20 September 2013, 7 October 2013, 29 October 2013 , 13 December 2013 and 21 March 2014 in relation to the Proposed Acquisitio n (the “ Previous Announcements ”) . The Board of Directors (the “ Board ” or “ Directors ”) of Albedo Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) refers to the Previous Announcements and the article published in The Straits Times on 2 9 March 2014 titled “ Investors need clarity on Albedo land injection issue ” (the “ Article ”) in relation to Proposed Acquisition. The Board wishes to clarify the position in relation to certain statements made in the Article as follows: Statement in the Article Clarification by the Board “It then backpedalled in an announcement to the SGX two days later and said representatives from Mr Tan’s infinite Rewards, with whom its management had met, wanted the sale and purchase agreement for the deal to be “mu tually terminated”.” We wish to highlight that the Board’s statements set out in the Company’s announcement dated 19 March 2014 (announcement no. 00039) and 21 March 2014 (announcement no. 00159) are consistent . As at 19 March 2014, there was no mutual a greement, verbal, written or otherwise to terminate the Proposed Acquisition. The Board informed shareholders in the 19 March 2014 announcement that it was seeking clarification from the Vendor on the matter as the Company had then no information relating to the article in The Star Online dated 19 March 2014 . To avoid confusion in the market and ensure all possible available information are provided to shareholders, the trad ing of the Company’s shares was halted until further clarifications were obtained f rom the Vendor and/or its representatives. As set out in the 21 March 2014 announcement, representatives from the Vendor and Albedo Limited met on 21 March 2014 , at the request of the Company . R epresentatives from the Vendor requested for the SPA to be mutually terminated. This information was promptly released to all shareholders after the meeting. Accordingly, the use of the term “backpedalled” in the Article is inaccurate. There has not been any change in the Board’s position or inconsistency in the 19 March 2014 and the 21 March 2014 announcement . “The company had said in November and December that it had “no agreement of definitive terms”, yet it now claimed that it struck a “definitive and legal binding” sale and purchase agreement in September .” This statement in the Article is inaccurate as it linked four of the Company’s announcements on two separate agreements with the Vendor in a confusing and erroneous manner. The Company’s first announcement dated 20 September 2013 is in relation to th e first agreement between the Company and the Vendor in which a definitive and legal binding sale and purchase agreement (“ SPA ”) was signed for the first tranche of seven parcels of land. The subsequent three Company’s announcements dated 29 November 2013 , 10 December 2013 and 13 December 2013 relate to an additional tranche of land parcels (“ Additional Land ”) to be included in the SPA. On 29 November 2013 and 10 December 2013, in the interest of transparency and keeping shareholders informed of price - se nsitive information in a timely manner, the Board announced that the Company was in negotiations with the Vendor on the Additional Land but no definitive and binding agreement in relation to the Additional Land had been reached then. When the negotiation s with respect to the Additional Land were finalised, the Board announced on 13 December 2013 that a Supplemental Agreement had been entered into with the Vendor and that the Supplemental Agreement extended the scope of the SPA to include the A dditional La nd . As at the date of this announcement, the SPA entered into on 19 September 2013 and the Supplemental Agreement reached on 1 1 December 2013 , are still legally binding on the Company and the Vendor and hence, is definitive in nature . The Board would l ike to advise Shareholders that, although the SPA and the Supplemental Agreement have been entered into and as at the date of this announcement ha ve not been terminated , the completion of the Proposed Acquisition is subject to conditions precedent being fu lfilled and there is no certainty or assurance as at the date of this announcement that the Proposed Acquisition will be completed and/or that no changes will be made to the terms thereof , particularly in view of the aforesaid u pdates . Accordingly, Shareho lders are advised to exercise caution in dealings with the Shares. Shareholders are advised to read this announcement and any further update announcement(s) released by the Company in connection with the Proposed Acquisition carefully. Shareholders should consult their stockbrokers, bank managers, solicitors or other professional advisers if they have any doubt about the actions they should take. BY ORDER OF THE BOARD 1 APRIL 2014 This announcement has been prepared by the Company and its contents have b een reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte.Ltd. (the “ Sponsor ”) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the “ SGX - ST ”). The Sponsor has not independently verified the conte nts of this announcement. This announcement has not been examined or approved by the SGX - ST and SGX - ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contain ed in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21 - 02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.