TIDMYUJ
RNS Number : 7686H
Yujin International Ltd
02 December 2015
2 December 2015
yujin international ltd.
("YIL" or "the Company")
Proposed SCHEME to restructure the business of YUJIN
INTERNATIONAL LTD and its subsidiaries
The Company announces that it has been granted approval by the
High Court of the Republic of Singapore (the "Court") for the
Company to seek shareholder approval for a proposed scheme of
arrangement between the Company and its members for the purpose of
restructuring the business of the Company and its subsidiaries (the
"Group").
Rationale
The Company's rationale for restructuring the business of the
Group is as follows:
(a) Given the business environment that the Group has operated
since its admission to the AIM market of the London Stock Exchange
plc ("AIM"), several factors have contributed to the view that it
does not make commercial and economic sense for the existing
business of the Group to remain listed on AIM:
(i) low trading liquidity: one of the reasons the Company sought
a listing was to provide additional liquidity to current and future
investors of the Company. However trading volumes of the Company's
shares on AIM has been unsatisfactory;
(ii) greater management flexibility: a delisting would provide
the Group with the benefit of greater management flexibility,
allowing the subsidiaries to operate with greater speed in a
challenging environment;
(iii) eliminate certain costs: stock exchange fees, compliance
and other related costs associated with ongoing listing
requirements will be eliminated from the perspective of the
existing business; and
(iv) access to capital markets no longer required for its
existing operations: the Company has not undertaken any equity
fundraising on AIM since its admission and is unlikely to require
access to equity capital markets in the foreseeable future.
(b) Restructuring will enable the business of the Group to be
delisted leaving the Company as a listed shell which can be sold or
used as a vehicle for the injection of new business.
Investing Policy
It is proposed that the Company will have a generalist investing
policy with the ability to invest in all sectors; however the focus
will be on businesses exhibiting the factors and management
necessary for significant growth over the short to medium term and
generating good cash flow. The Directors intend initially to focus
primarily on the UK where the Directors believe that there are
suitable opportunities, although other European countries may also
be considered in due course.
It may be considered appropriate to take an equity interest in
any proposed business, which may range from a majority position to
100 per cent ownership. Any investment is likely to be made into an
unquoted company and structured as a direct acquisition, the Board
therefore being actively involved in such acquired business.
As the Company's financial resources are likely to be invested
in just one investment, this acquisition is also likely to be
deemed to be a reverse takeover pursuant to Rule 14 of the AIM
Rules. The Company does not currently intend to fund any investment
with debt or other borrowings, but may do so if appropriate.
The Company's primary objective is that of achieving for
Shareholders, over time, both capital growth and income through
increasing profitability coupled with dividend payments on a
sustainable basis.
The current intention of the Group is to acquire new business
into the Company by way of a reverse takeover within six months of
the completion of the restructuring.
While the Company has not signed any definitive agreements, it
is in discussions with a UK-incorporated healthcare placement
company for a possible acquisition.
The Group is also in discussions with a potential investor for a
convertible loan note for GBP250,000 to cover the working capital
requirements of the Company including but not limited to the
financing of the restructuring and the related fees involved in
identifying and subsequently acquiring a new business.
The Group will provide further details of potential acquisitions
and financing at the appropriate time.
Proposed scheme to restructure the business of the Group
Yujin Holdings Pte Ltd ("YHolding") has been incorporated as a
wholly-owned subsidiary of the Company. Pursuant to the proposed
restructuring (the "Proposed Scheme") the business of the Group
will be as follows:
(a) the transfer of shares held by the Company directly in the
following subsidiaries, to YHolding in exchange for new shares of
YHolding, allotted and issued as fully-paid to the Company, on the
basis of 48 new YHolding shares for every 100 shares held by the
Company in each subsidiary:
Subsidiary Shares held by New YHolding
YIL shares
Yujin Alfa Pte
Ltd 375,000 180,000
Yujin Bravo Pte
Ltd 50,000 24,000
Yujin Chartering
Pte Ltd 100,000 48,000
JR Orion Services
Pte Ltd 100,000 48,000
Shareholders of the Company will still hold the same percentage
ownership of the subsidiaries.
(b) by undertaking a distribution of the YHolding Shares in
specie to entitled shareholders on the basis of one YHolding share
for every 100 existing shares held by entitled Shareholders, with
fractional entitlements to be disregarded. On this basis, it is
estimated that 300,000 YHolding Shares will be transferred to
entitled Shareholders pursuant to the Proposed Scheme.
Pursuant to the Proposed Scheme, entitled Shareholders will
receive the YHolding Shares without being required to make any
payment for them.
The Proposed Scheme is subject to, inter alia, the
following:
(a) the passing of a special resolution requiring a majority of
not less than three-fourths of the Shareholders present and voting
at the extraordinary general meeting ("EGM") in favour of the
Proposed Scheme, for which not less than 21 days' notice has been
given;
(b) no application opposing the Proposed Scheme being made by
any member or creditor of the Company or other person entitled to
do so under and in accordance with the Companies Act or if such
application is made, it has been withdrawn or the Court has
approved the Proposed Scheme.
There are no current plans to change the make-up of the Board
until such time as a new asset is identified and acquired by the
Company. Pending the completion of such an exercise, the Board will
then review its composition.
The approval from the Court is an important part of the process
for the Company in implementing the Proposed Scheme and the Company
wishes to assure all stakeholders that the approval from the Court
will not adversely affect the Group's commitment and ability in the
continuing performance of its business and current projects.
Having obtained Court approval, a Circular containing the final
terms of the Proposed Scheme and notice of the EGM will be posted
to members, the provision of which will be announced in due
course.
The Company will continue to comply with the AIM Rules for
Companies.
BY ORDER OF THE BOARD
For further information please contact:
Yujin International Ltd. Tel: 00 (65) 6226 2963
Keen Whye LEE
Or visit www.yujininternational.com
Cantor Fitzgerald Europe
Rick Thompson / Michael Reynolds Tel: 020 7894 7000
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUUOSRVUAURAA
(END) Dow Jones Newswires
December 02, 2015 11:30 ET (16:30 GMT)
Yujin Int (DI) (LSE:YUJ)
Historical Stock Chart
From Apr 2024 to May 2024
Yujin Int (DI) (LSE:YUJ)
Historical Stock Chart
From May 2023 to May 2024