RNS Number : 7572C
Ninety PLC
04 September 2008
Immediate Release: Thursday 4th September 2008
Ninety Plc
("Ninety" or "the Company")
Proposed acquisition of Honour Field
Proposed Placing of 320,166 New Ordinary Shares at a price of 75 pence per share
Proposed 1 for 60 Share Consolidation
Proposed change of name to "Sorbic International plc"
Notice of Extraordinary General Meeting
The Board is pleased to announce that the Company has conditionally agreed to acquire the entire issued ordinary share capital of Honour
Field for a consideration of up to �20.12 million, payable in New Ordinary Shares, 9,860,000 to be issued on Completion and up to a further
10,300,000 to be issued conditional upon Honour Field achieving a minimum audited net profit after tax for the financial year ending 31
December 2008 of RMB60 million, �4.38 million (�1: RMB 13.71) and against which the Deferred Shares will be allotted. The total
consideration includes 6,666,666 New Ordinary Shares issued on conversion of the Albany Convertible Loan and the Hermes Convertible Loan.
FinnCap is nominated Adviser and Broker to Ninety Plc.
Certain definitions and terms apply throughout this announcement and your attention is drawn to the table at the end of this
announcement where these definitions and terms are set out in full.
Highlights
* The acquisition will provide Ninety with a well established and proven business in the PRC which produces Sorbic Acid and
Potassium Sorbate and with customers in over forty six countries. Honour Field will also provide the Company with a profitable business with
the opportunity for continued commercial development and sustained long-term growth, under an experienced local management team. In the six
months ended 30 June 2008 LVST made profit before tax of �2.26 million.
* Honour Field is a privately owned investment holding company which was incorporated in the British Virgin Islands on 3 July 2007
and is beneficially owned by Mr. Ray Ang Wee Boon. On 21 April 2008, Honour Field entered into an agreement with Mr. Wang Yan Ting , the
previous owner of LVST to acquire the entire issued share capital of LVST.
* Founded in July 2001, LVST was established as a private company from a previously state owned enterprise in Shandong Province, PRC.
LVST's principal activity is the production and sale of the food preservatives Sorbic Acid and Potassium Sorbate from its 33,000 m�
production facility in Linyi City, Shandong Province, PRC. LVST currently produces approximately 3,000 metric tonnes of Sorbic Acid and
5,000 metric tonnes of Potassium Sorbate per year.
Commenting on the acquisition, John McLean, Executive Director of Ninety Plc and proposed Non-excutive Chairman of the Enlarged Group,
said:
"We are acquiring a profitable and cash generative business which has a strong market position in a growing international market for
Sorbic Acid and Potassium Sorbate. It has an impressive domestic and international customer base and a clear strategy to grow the business
both organically and by acquisition."
Future strategy
The New Board believes the Enlarged Group has three main elements to its future strategy.
* New facilities - At present, LVST operates from a site in Linyi City. The existing facility has an area of approximately 33,000 m�
and has two production lines which are currently operating at their full design capacities. In order for LVST to be better positioned to
service future anticipated growth in demand for its products, it has acquired land immediately adjacent to its present site with total area
of approximately 14,700 m� The total cost of expanding production facilities will be approximately RMB 100 million (circa �7.3 million)
which will be available from the cash resources of the Enlarged group and existing working capital facilities. The proposed new production
facilities will include two more production lines which would double the existing capacity. A major international food manufacturer has
already expressed an interest in purchasing the entire output from one of the proposed new production lines.
* Increase marketing activities - Currently the New Board believes that sales of products is limited by production capacity.
Anticipating the increase in production capacity, the New Board plans to enhance its effort in the area of distribution. With strong growth
in both domestic and international market, it is proposed that the sales team focus on developing new markets while strengthening the
relationship with the existing customers.
* Acquisition opportunities - Whilst the New Board believe that there are substantial opportunities for organic growth through
increased production, they will also consider suitable acquisition opportunities as they arise.
Financial summary
A financial summary for LVST for the three financial years ended 31 December 2007 and the six months ended 30 June 2008, is set out
below which has been converted into GBP Sterling using a fixed exchange rate of �1: RMB 13.71, being the approximate rate of exchange at 30
June 2008, and is set out below:
Six months ended Year ended Year ended Year ended
30 June 31 December 31 December 31 December
2008 2007 2006 2005
�000s �000s �000s �000s
Revenue 7,373 12,918 11,527 8,009
Gross profit 2,732 4,204 3,004 1,748
Profit before tax 2,260 3,414 2,340 1,303
Profit for the period 1,978 2,842 2,340 1,303
Cash and cash equivalents 1,864 3,891 1,898 951
Net assets 6,619 7,528 5,778 4,095
* In 2007, LVST sold 47.7 per cent. of its products to overseas markets and 52.3 per cent. to the Chinese domestic market. In that
period, its overseas customers were spread over 46 countries and its domestic customers were spread all over China.
* Global demand for Sorbic Acid and Potassium Sorbate has increased as a result of the increase in the world's population and higher
demand for food. According to the Food and Agriculture Organization of the United Nations, global population increased by over 74.8 per
cent. between 1970 and 2005, and is expected to reach 8.3 billion by 2030. With the steady growth of the global population, increased
production of food products is essential to ensure adequate food supply. The continuous increase in food production has significantly
increased the importance of, and demand for, food preservatives.
* Increased household income and rapid urbanization in China has also led to continued growth in the domestic consumption of meat, dairy
and other high-protein products as well as the use of modern household products. The production of these food and household products often
requires high volumes of preservatives, thereby increasing the demand for both Sorbic Acid and Potassium Sorbate.
* At the EGM, resolutions will be proposed, conditional on having obtained Shareholders' approval for the Acquisition, to, inter alia,
appoint Wang Yan Ting, Ray Ang, Susan Chong and Nicholas Smith as directors of the Company. With effect from Completion, it is also proposed
that Michael Gretton and Thomas Vaughan will resign from the Board. To reflect the proposed changes to the Company, its management and
operations as a result of the Acquisition, it is proposed that, conditional on Completion, the Company will change its name to Sorbic
International plc.
In view of the size and nature of the Acquisition, it constitutes a reverse takeover of the Company under the AIM Rules and a change of
control of the Company under the City Code. Accordingly, the Proposals are conditional, inter alia, on the approval of Shareholders, such
approval to be sought at the Extraordinary General Meeting, notice of which has been sent to Shareholders today.
If the Resolutions are duly passed at the EGM, the Company's existing trading facility on AIM will be cancelled and the Company will
apply for the Enlarged Share Capital to be admitted to trading on AIM. Irrevocable undertakings to vote in favour of the Resolutions have
been received from certain of the Directors and Albany in respect of 272,100,020 Existing Ordinary Shares, representing approximately 72.7
per cent. of the Company's existing issued share capital.
Shareholders should note that the Proposals are inter-conditional. If the Resolutions are passed, it is expected that Admission will
take place and that dealings on AIM in the shares comprising the Enlarged Share Capital will commence on 30 September 2008.
An Admission Document containing a notice convening a General Meeting to be held at the offices of FinnCap, 4 Coleman Street, London,
EC2R 5TA at 11.00a.m. on 29 September 2008 is being sent to shareholders today and is available for download from the Company's website at:
www.ninetyplc.co.uk
Enquiries:
Ninety Plc
John McLean, Executive Director Tel: +44 (0)7768 031 454
FinnCap
Geoff Nash Tel: +44 (0) 20 7600 1658
Hansard Group
Adam Reynolds Tel: +44 (0) 20 7245 1100
John Bick
This summary should be read in conjunction with the full text of this announcement set out below.
Ninety plc
("Ninety" or "the Company")
Proposed acquisition of Honour Field
Proposed Placing of 320,166 New Ordinary Shares at a price of 75 pence per share
Proposed 1 for 60 Share Consolidation
Proposed change of name to "Sorbic International plc"
Notice of Extraordinary General Meeting
The Board is pleased to announce that the Company has conditionally agreed to acquire the entire issued ordinary share capital of Honour
Field for a consideration of up to �20.12 million, payable in New Ordinary Shares, 9,860,000 to be issued on Completion and up to a further
10,300,000 to be issued conditional upon Honour Field meeting the Profit Target. The total consideration includes 6,666,666 New Ordinary
Shares issued on conversion of the Albany Convertible Loan and the Hermes Convertible Loan.
Honour Field is an investment holding company registered in the British Virgin Islands whose trading subsidiaries are principally
engaged in the manufacture of food preservatives.
In view of the size and nature of the Acquisition, it constitutes a reverse takeover of the Company under the AIM Rules and a change of
control of the Company under the City Code. Accordingly, the Proposals are conditional, inter alia, on the approval of Shareholders, such
approval to be sought at the Extraordinary General Meeting, notice of which has been sent to Shareholders today.
If the Resolutions are duly passed at the EGM, the Company's existing trading facility on AIM will be cancelled and the Company will
apply for the Enlarged Share Capital to be admitted to trading on AIM. Irrevocable undertakings to vote in favour of the Resolutions have
been received from certain of the Directors and Albany in respect of 272,100,020 Existing Ordinary Shares, representing approximately 72.7
per cent. of the Company's existing issued share capital.
Shareholders should note that the Proposals are inter-conditional. If the Resolutions are passed, it is expected that Admission will
take place and that dealings on AIM in the shares comprising the Enlarged Share Capital will commence on 30 September 2008.
Albany owns 71.9 per cent. of the Existing Ordinary Shares of the Company and has invested �2,000,000 in Honour Field by way of a
convertible loan. John McLean, one of your Directors is also a director of Albany and is therefore considered a "related party" for the
purpose of the AIM Rules and so is not independent.
In connection with the Acquisition and Admission, it is proposed that the New Board will assume responsibility for the Enlarged Group,
including all of Ninety's and Honour Field's assets, and the Seller will exchange its Honour Field Ordinary Shares for New Ordinary Shares
pursuant to the Acquisition Agreement.
The Company and its investment strategy
The Company was incorporated in England and Wales as a public limited company on 15 June 2007 and was established to seek to acquire a
controlling interest in a company, partnership or joint venture located in Europe, North America or Asia. The Company's focus is on
potential acquisition targets trading in any of the following sectors: investment, consumer goods, engineering, industrials, leisure and
hotels, media and entertainment, professional and support services, retailing, technology and telecommunications. It was admitted to trading
on AIM on 24 October 2007.
The Company's investment strategy is to seek suitable targets for investment or acquisition that have some of the following
characteristics:
* an experienced management team in place;
* good prospects, either in an established market or as an early mover in a high growth market;
* quoted or unquoted; and
* located in Europe, North America or Asia.
If the Acquisition does not proceed, the Directors will continue to pursue the aforementioned strategy. Whilst the Company will have
incurred expenses amounting to approximately �0.76 million in pursuit of the Acquisition, the Directors are of the opinion that, whether or
not the Acquisition proceeds, the Company will have sufficient working capital for its present requirements, that is for at least the next
twelve months from the date of this document.
Background to and reasons for the Acquisition
As set out above, Ninety's primary objective as an investment company is to acquire a company with, inter alia, attractive growth
prospects and an experienced management team. In line with this strategy, the Directors believe that the Acquisition represents a
substantial investment opportunity with the potential to significantly increase Shareholder value and provide the Company with a number of
benefits. In particular, the New Board believes that the Acquisition will:
* provide the Company with a well established and proven business in the PRC which produces Sorbic Acid and Potassium Sorbate and
with customers in over forty six countries;
* provide the Company with a profitable business with the opportunity for continued commercial
development and sustained long-term growth, under an experienced local management team;
* provide the Company with a strong position in an expanding market place, fuelled by China's prosperity and economic growth;
* raise the profile of the Enlarged Group, which may assist it in attracting and retaining additional suitably qualified and experienced
personnel to augment the experience of the New Board and the management team. LVST may also benefit from the perceived status and stature of
being part of a publicly traded group, which may enhance its reputation and financial standing with its key partners and suppliers; and
* provide the Enlarged Group with greater access to capital to fund its future activities and growth, both organically and via
potential acquisitions.
Information on Honour Field, its business and strategy
Background and principal activity
Honour Field is a privately owned investment holding company which was incorporated in the British Virgin Islands on 3 July 2007 and is
beneficially owned by Mr. Ray, Ang Wee Boon. On 21 April 2008, Honour Field entered into an agreement with Mr. Wang Yan Ting, the previous
owner of LVST to acquire the entire issued share capital of LVST.
Founded in July 2001, LVST was established as a private company from a previously state owned enterprise in Shandong Province, PRC.
LVST's principal activity is the production and sale of the food preservatives Sorbic Acid and Potassium Sorbate from its 33,000 m�.
production facility in Linyi City, Shandong Province, PRC. LVST currently produces for sale approximately 3,000 metric tonnes of Sorbic Acid
and 5,000 metric tonnes of Potassium Sorbate per year.
To date, LVST has been financed by a combination of short term loans from Chinese banks, as well as loans and equity investment from its
founders and its previous shareholder, Mr. Wang Yan Ting. In addition, funding has been provided by cash flow generated by its operating
business.
Financial summary
A financial summary for LVST for the three financial years ended 31 December 2007 and the six months ended 30 June 2008, is set out
below:
Six months ended Year ended Year ended Year ended
30 June 31 December 31 December 31 December
2008 2007 2006 2005
RMB 000s RMB 000s RMB 000s RMB 000s
Revenue 101,090 177,111 158,036 109,813
Gross profit 37,460 57,633 41,188 23,968
Profit before tax 30,986 46,808 32,077 17,869
Profit for the period 27,113 38,987 32,077 17,869
Cash and cash equivalents 25,554 53,342 26,019 13,042
Net assets 90,743 103,208 79,221 56,144
This financial summary has been converted into GBP Sterling using a fixed exchange rate of �1: RMB 13.71, being the approximate rate of
exchange at 30 June 2008, and is set out below:
Six months ended Year ended Year ended Year ended
30 June 31 December 31 December 31 December
2008 2007 2006 2005
�000s �000s �000s �000s
Revenue 7,373 12,918 11,527 8,009
Gross profit 2,732 4,204 3,004 1,748
Profit before tax 2,260 3,414 2,340 1,303
Profit for the period 1,978 2,842 2,340 1,303
Cash and cash equivalents 1,864 3,891 1,898 951
Net assets 6,619 7,528 5,778 4,095
Industry Overview
With the steady growth of the global population, increased production of agricultural products has become essential to ensure adequate
food supply. This has led to a corresponding increase in the demand for food preservatives. In the 1940's, Sorbates were found to be
effective antimicrobial agents and have since then been used as preservatives in a wide range of foodstuffs and drinks.
From 1970 to 1996, six companies produced nearly all Sorbates sold worldwide. However, a number of these left the Sorbate industry in
the late 1990's. Those that remained moved their operations to China, attracted by its relaxed regulatory regime and lower cost of
production as a result of cheaper energy costs and lower wages.
There are two main types of Sorbate-based food preservatives: Sorbic Acid and Potassium Sorbate. Each of these types of food
preservatives plays a different role in the food processing industry.
Sorbic Acid Sorbic Acid, or 2,4-hexadienoic acid, is a naturally occurring organic compound
that is used as a food preservative (E Number 200). It has the chemical formula C6H8O2 and was first isolated from the unripe berries of
the rowan (Sorbus Aucuparia). Sorbic Acid is an unsaturated fatty acid and has inhibitory effects against a wide spectrum of yeasts, moulds
and bacteria including most food- borne pathogens.
Sorbic Acid is widely used in all kinds of foods for its anti-decomposition and anti-fungus function and also in grains, medicines,
cosmetics, toothpaste, tobacco, animal feed, latex, paper-manufacturing and pesticides.
Potassium Sorbate Potassium Sorbate, or potassium (E,E)-hexa-2,4-dienoate, is the potassium salt of
Sorbic Acid and is a mild preservative (E Number 202). It has the chemical formula C6H7O2K and is made by reacting Sorbic Acid with
potassium hydroxide. Sorbates have been shown to have inhibitory effects against a wide spectrum of yeasts, moulds and bacteria and food
applications of Sorbates expanded rapidly after the issuance of the original patents in 1945.
Potassium Sorbate is used to inhibit moulds and yeasts in many foods, such as cheese, wine, yogurt, dried meat and baked goods. It can
also be found in many dried fruit products. In addition, herbal dietary supplement products generally contain Potassium Sorbate, which acts
to prevent mould and microbes and to increase shelf life. It is also used in many personal care products (cosmetics & pharmaceuticals).
Global Demand and Supply of Sorbic Acid and Potassium Sorbate
Global demand for Sorbic Acid and Potassium Sorbate has increased as a result of the increase in the world's population and higher
demand for food. According to the Food and Agriculture Organization of the United Nations, global population increased by over 74.8 per
cent. between 1970 and 2005, and is expected to reach 8.3 billion by 2030. With the steady growth of the global population, increased
production of food products is essential to ensure adequate food supply. The continuous increase in food production has significantly
increased the importance of, and demand for, food preservatives.
Benzoic Acid and Sorbic Acid are two common, FDA-approved antimicrobial compounds available for food use. However, Benzoic Acid has been
found to cause hyperactivity in children and is thought to be potentially damaging to mitochondrial DNA. At least one major food
manufacturer has begun to phase out the use of Sodium Benzoate (the sodium salt of Benzoic Acid) in January 2008 in response to consumer
demands.
In order to be widely used in food and pharmaceutical processing and production, the Company's products conform to American Food
Chemicals Code V (F.C.C.V). British Pharmacopoeia (B.P.). European Pharmacopoeia standard (EP5.0). and European Feed Additives and
PreMixtures Quality System (FAMI-QS).
Increased household income and rapid urbanization in China has also led to continued growth in the domestic consumption of meat, dairy
and other high-protein products as well as the use of modern household products. The production of these food and household products often
requires high volumes of preservatives, thereby increasing the demand for both Sorbic Acid and Potassium Sorbate.
Customers
In 2007, LVST sold 47.7 per cent. of its products to overseas markets and 52.3 per cent. to the Chinese domestic market. In that period,
its overseas customers were spread over 46 countries and its domestic customers were spread all over China.
LVST has sought to broaden its customer base and explore new markets, and now manufactures kosher and halal products for use in end
products in the Jewish and Islamic markets. Over the last twenty-five years, the New Board believes that the demand for kosher certified
products has increased significantly.
For the year ended 31 December 2007, the turnover attributable to LVST's five largest customers was, in aggregate, approximately 39.2
per cent. of sales, with the largest customer accounting for 13.6 per cent. of revenues.
Sales and Marketing
LVST sells its products both directly to end customers and indirectly through distributors in both domestic and overseas markets. LVST
centralises its export sales from an office in Shanghai and its domestic sales operations are at its headquarters in Linyi City.
Turnover in the export market increased from RMB 55.4 million for the year ended 31 December 2005 to RMB 84.5 million for the year ended
31 December 2007, representing a CAGR of 23.5 per cent. Turnover in the domestic market increased more rapidly from RMB 54.4 million for the
year ended 31 December 2005 to RMB 92.5 million for the year ended 31 December 2007, a CAGR of 30.4 per cent.
As at 31 December 2007, LVST had seven sales representatives responsible for liaising with both distributors and direct customers and
coordinating sales.
Whilst the New Board expects the export market to continue to grow, it also expects significant growth from the domestic market as
global manufacturers move away from the use of Sodium Benzoate and consumers become more aware of the dangers associated with it.
Competition
LVST's in-house expertise and experience, together with its extensive network of distributors, its scale of operations, current and
planned future capacity and ability to offer quality products catering to its customers tastes and requirements, serve to differentiate it
from its competitors.
The New Board believes that the food additive industry in the PRC is highly competitive but has high barriers to entry due to the
capital costs in setting up the plant. Furthermore, the New Board also believes that while the end customers are typically price sensitive,
they are also increasingly influenced by product brand names and associated quality perceptions.
The New Board believes that LVST is well placed compared to its competitors due to its long-standing emphasis on the quality of its
products. LVST's products have a number of quality and process certifications that the New Board believes are not accredited to the products
of some of its competitors, and thus LVST is able to price its products at a slight premium to the average market price.
Competitive strengths
The New Board believes that LVST's major competitive strengths are:
* Established presence in both developed and developing countries through its distributors which diversifies country specific risks, its
ability to serve global manufacturers irrespective of their manufacturing locations and to provide local manufacturers with ready
alternatives to Sodium Benzoates.
* Brand recognition - LVST products are well-known brands both in China and overseas.
* High quality products conforming to American Food Chemicals Code V (F.C.C.V), British Pharmacopoeia (B.P.), European Pharmacopoeia
standard (EP5.0) and European Feed Additives and PreMixtures Quality System (FAMI-QS) which allow it to market to a broader spectrum of end
customers.
* Manufacturing excellence as evidenced by its IS O900 and other manufacturing certifications.
Trade Mark
LVST manufactures and distributes Sorbic Acid and Potassium Sorbate under the trademark "JinXianFeng". The trademark is owned by LVST in
the PRC under registration number 3478980. It is classified under Class 1 chemicals for food antiseptics; chemical for food preservatives;
beer clarifier and preservatives. The term of validity is from 21 November 2004 to 11 November 2014.
Environmental
The Environmental Protection Law was implemented on 26 December 1989. The Environmental Protection Bureau is responsible for overall
supervision and management of environmental protection in the PRC. It formulates national standards for discharging waste materials and
environmental protection and monitors the PRC environmental protection system.
All enterprises engaged in food production are required to comply with the laws and regulations concerning environmental protection. The
Environmental Protection Law requires all operations that produce pollutants or other hazardous substances to take environmental protection
measures, and establishes an environmental protection responsibility system that encompasses effective measures to control and properly
dispose of waste gases, waste water, waste residue, dust and other waste materials. Any enterprise or institution that discharges waste
material must report to and register with the relevant environmental protection authority.
LVST is obliged to comply with all the environmental protection laws and regulations relating to its production process. As confirmed by
the local Environmental Protection Bureau, LVST has obtained the necessary renewable license for its compliance with the regulations.
Future strategy
The New Board believes the Enlarged Group has three main elements to its future strategy.
* New facilities - At present, LVST operates from a site in LinYi City. The existing facility has an area of approximately 33,000
m�. and has two production lines which are currently operating at their full design capacities. In order for LVST to be better positioned to
service future anticipated growth in demand for its products, it has acquired land immediately adjacent to its present site with total area
of approximately 14,700 m�. Subject to raising funds of approximately RMB 100 million (circa �7.3 million), LVST plans to expand its
facility with the addition of two more production lines which would double the existing capacity. A major international food manufacturer
has already expressed an interest in purchasing the entire output from one of the proposed new production lines.
* Increase marketing activities - Currently the New Board believes that sales of products are limited by production capacity.
Anticipating the increase in production capacity, the New Board plans to enhance its effort in the area of distribution. With strong growth
potential in both domestic and international market, it is proposed that the sales team focus on developing new markets while strengthening
the relationship with the existing customers.
* Acquisition opportunities
Whilst the New Board believe that there are substantial opportunities for organic growth through increased production, they will also
consider suitable acquisition opportunities as they arise.
Current trading and prospects for the Enlarged Group
Financial information on Ninety for the period ended 29 February 2008 is set out in Part 3 of the Admission document posted to
Shareholders today. Since 29 February 2008, the Company's only activity has been to search for and evaluate suitable acquisition
opportunities in line with its investment strategy and to enter into certain agreements, details of which are set out in the Admission
document.
The New Board is optimistic as to the Enlarged Group's prospects, based on their expectations for the continued growth of Honour Field
Group, both organically and by acquisition.
Directors, Proposed Directors, senior management and employees
At the EGM, resolutions will be proposed, conditional on having obtained Shareholders' approval for the Acquisition, to, inter alia,
appoint Wang Yan Ting, Ray, Ang Wee Boon, Susan, Chong Hooi San and Nicholas Smith as directors of the Company. With effect from Completion,
it is also proposed that Michael Gretton and Thomas Vaughan will resign from the Board. Brief biographical details of the Directors,
Proposed Directors and senior management are set out below.
Directors
The current composition of the Board of Ninety is as follows:
John McLean (Executive Director, proposed Non-executive Chairman)
John McLean, aged 55, has a successful track record across a number of sectors in developing growing companies and he has also managed
operations globally, with specific expertise in China, Australia, the USA, Canada and Europe. John was originally a chartered accountant
with Coopers & Lybrand in both London and New York.
He is Chairman of the AIM-listed investment company Albany Capital plc, which focuses on investments into growing companies with high
quality local management teams based in the PRC. Albany operates from offices in London and Qingdao, North Eastern China. John is also
Chairman of AIM-listed China Food Company plc which is based in Shandong province, North Eastern China.
In 1998, he was appointed by Gamma Holdings NV to carry out a strategic review of their UK interests, including Sanderson, the textile
and wallpaper company. John remained with Sanderson until 2003, serving as its managing director, successfully implementing a turnaround and
disposal plan. From 1992 to 1996, he was employed as General Manager with ICS and co-led a management buy-out of the company with 3i Group
plc, prior to its successful disposal to Hays plc in 1996.
Michael Gretton (Non-executive Director)
Michael Gretton, aged 62, served in the Royal Navy from 1963 to 1998, latterly as a Vice Admiral. In addition to his commands at sea he
held three policy jobs in the Ministry of Defence. His final appointment was in NATO HQ in Brussels. In 1998 Michael became Chief Executive
of The Duke of Edinburgh's Award in the UK. In his seven years in the post, participation grew by 40 per cent. to over 300,000. After two
years as an executive and then as a consultant with World Challenge plc, Michael concentrated on non executive work. In July 2007 he was
appointed Chair of the Winchester and Eastleigh Healthcare NHS Trust. In addition Michael is governor of two secondary schools, St. Edward's
School in Oxford and St. Mary's School in Shaftesbury.
Thomas Vaughan (Non-executive Director)
Thomas Vaughan, aged 59, co-founded, with his brother, Oliver, Juliana's Holdings Plc which in 1966 was the world's largest discotheque
entertainment group. Following its �30 million sale to Wembley Leisure Limited in 1988, Tom became an executive director of Wembley Leisure.
In 1994 Tom was appointed chairman of newly-formed Gander Holdings Plc, a London based property company specialising in the acquisition and
development of prime Kensington and Chelsea residential real estate. In January 2000, Tom became a director of the London Academy of Music
and Dramatic Art. In April 2004, Tom was appointed a director of ART VPS Limited, a Cambridge based technology company and from January 1996
until 30 March 2007, he was a director of Corporate Synergy Group Plc (renamed Blue Oar Plc).
It is proposed that Michael Gretton and Thomas Vaughan will resign from the Board immediately prior to Admission and thus following
Completion, the New Board will comprise John McLean and the following Proposed Directors as set out below:
Proposed Directors
Wang Yan Ting (President & Executive Director)
Wang Yan Ting, aged 43, is the Chairman, Chief Executive Officer and founder of LVST, and is responsible for implementing its strategy
and direction. Mr. Wang has more than 20 years of business development experience and nearly eight years experience in the food
preservatives industry. Notably, Mr. Wang spent a number of years as general manager of Linyi Zhongqiao Property Development Limited, a
Chinese property developer. Thereafter, he was appointed managing director of Linyi Huasheng Trading Limited, a Chinese company principally
involved in the manufacture of chemicals and plastics. Mr. Wang also served in the police force for four years.
Ray, Ang Wee Boon (Chief Executive Officer)
Ray Ang, aged 37, is the Senior Vice President of Hermes Capital Limited, a Hong Kong based company involved in securities, corporate
finance advisory and other related services. Mr. Ang started his career in finance with Hong Kong Shanghai Banking Corporation. With more
than 14 years of experience in personal and corporate finance, he works from offices in Singapore, Hong Kong and mainland China. He holds a
Master's degree in Business Administration from Macquarie University, Sydney, Australia.
Susan, Chong Hooi San (Chief Finance Officer)
Susan Chong, aged 36, is the Vice President of Hermes Capital Limited, a Hong Kong based company. She is a Fellow of the Association of
Chartered Certified Accountants (ACCA, UK) with over 12 years experience in commercial finance and audit, consultancy and advisory service
for businesses, projects and due diligence for direct investment.
Nicholas Smith (Non-executive Director)
Nicholas Smith, aged 56, trained as an accountant with Ernst and Young. He joined the Jardine Fleming Group in Hong Kong in 1986
serving, at various times, as co- head of Investment Banking, finance director and member of the executive committee. He became a director
of Robert Fleming International in 1998 and director of Origination, Investment Banking. His responsibilities combined the strategic
direction of the international M&A business and fee generation in relation to European multinational corporations. He currently serves as
senior independent director of Ophir Energy plc, for whom he is Chairman of the nominations and audit committees and non executive director
of Asian Citrus Holdings Ltd, for whom he is Chairman of the remuneration committee, and PLUS Markets Group plc, for whom he is Chairman of
the audit committee. He is also a director of Plus Markets plc, The Ernshaw Partnership Limited, Totally Independent Directors Limited, 4C
Associates Limited and 9 Flies Limited. He was also until recently non executive Director of Imprint plc until its acquisition by Premier UK.
Senior Management
In addition to the Directors and Proposed Directors, details of key senior management personnel within the Enlarged Group immediately
following Completion are set out below:
Shao Ming Ming
Mr. Shao Ming Ming, aged 46, is the General Manager of LVST in charge of operational and manpower matters. Mr. Shao graduated from
Shandong Polytechnic University with a degree in Mechanical Engineering and is an EMBA student in Shanghai Fudan University. Mr. Shao has
over 25 years of experience in the food preservative industry, of which 18 years is at management level.
Employees
Save for the Directors who are standing down on Completion, the New Board has confirmed that it intends to retain the services of all
the other management and employees of Honour Field Group on terms that will remain unchanged following Completion.
On Completion, Ninety will move its Head Office to Hong Kong where Mr. Ang and Ms. Chong will be based, whilst Mr. Wang will oversee
operations in Linyi City in the PRC. Its registered office will remain in London where the non-executive directors will be based. The
majority of Board meetings will be held outside the UK.
Principal terms of the Acquisition
Pursuant to the Acquisition Agreement, the Company has agreed conditionally to purchase the entire issued ordinary share capital of
Honour Field from the Seller for an aggregate consideration of up to �15.12 million, to be satisfied through the issue of the Acquisition
Shares. In addition 6,666,666 New Ordinary Shares are to be issued pursuant to conversion of the Albany Convertible Loan and the Hermes
Convertible Loan.
The number of Acquisition Shares to be issued to the Seller will vary depending upon Honour Field's performance against the Profit
Target. At Completion, the Seller will receive 9,860,000 Acquisition Shares representing approximately 42.7 per cent. of the Enlarged Share
Capital. The balance of the Acquisition Shares will only be issued if Honour Field exceeds the Profit Target, whereby the Seller will
receive up to a further 10,300,000 New Ordinary Shares such that its aggregate holding in the Company (assuming no further shares are issued
by the Company after Admission) will be approximately 60.4 per cent. of the Enlarged Share Capital. If Honour Field achieves between 75 per
cent. and 99.9 per cent. of the Profit Target, the Seller will receive such further number of Acquisition Shares as is pro rata to the
percentage of the Profit Target achieved. If Honour Field fails to achieve 75 per cent. of the Profit Target, the Seller will receive no
further Acquisition Shares.
Under the Acquisition Agreement, the Warrantors have given warranties and indemnities relating to, inter alia, title to Honour Field
Ordinary Shares and the Warrantors have given warranties relating to the contents of this document and the due diligence information
provided to the Company (subject to certain limitations) appropriate to a transaction of the size and nature similar to the Acquisition.
These warranties are given to the Company on trust for the benefit of the Shareholders immediately prior to Admission.
These warranties are given, inter alia, with the following limitations as to liability (which do not apply where the claim is the
consequence of fraud or deliberate non-disclosure):
* notice of any claim in respect of the warranties must be given to the Seller within 7 years of completion in relation to tax
warranties and on or before the date falling 3 months after the date of publication of the audited consolidated accounts of the company for
the year ended 31 December 2010 in relation to any other warranties.
* the maximum sum that can be recovered under the warranties is capped at �7,395,000.
The Company is giving warranties to the Seller, inter alia, in respect of its capacity to issue the Acquisition Shares and the contents
of this document. The Company's warranties are given, inter alia, with the following limitations as to liability:
* notice of any claim must be given to the Company on or before the date falling 3 months after the date of publication of the
audited consolidated accounts of the Company for the year ended 31 December 2010; and
* the maximum aggregate amount of all claims must not exceed �2,000,000
The Acquisition Agreement is conditional, inter alia, on:
* the passing of the Resolutions at the EGM necessary to approve the purchase of the shares in Honour Field, to appoint the Proposed
Directors and to authorise the Company to issue the Acquisition Shares;
* the Placing Agreement becoming unconditional in all respects save as to completion of the Acquisition and Admission; and
* Admission.
Details of the Placing and Placing Agreement
The Company is raising �0.24 million through the issue of the Placing Shares at the consolidated price of 75 pence for each Placing
Share pursuant to the Placing Agreement. The Placing Shares will be issued fully paid and will represent approximately 1.4 per cent. of the
Enlarged Share Capital on Admission. The Placing is conditional on, inter alia, Admission becoming effective by 8.00 a.m. on 10 October 2008
(or such later time and date, being not later than 3.00 p.m. on 31 October 2008, as the Company and FinnCap shall agree). Further details of
the Placing Agreement are set out in paragraph 11.7 of Part 6 of this document. The Placing Agreement contains provisions entitling FinnCap
to terminate the Placing Agreement at any time prior to Admission in certain circumstances.
The proceeds of the Placing together with the Company's existing cash resources will be used to fund the expenses of the Acquisition and
Admission, the construction and commissioning of expanded production facilities and the future working capital needs of the Company.
The New Board is subscribing for 106,666 Placing Shares, totaling �80,000 in aggregate. On Completion, including those New Ordinary
Shares held by Prime Mega, the New Board will hold approximately 43.2 per cent. in aggregate of the Enlarged Share Capital.
The New Ordinary Shares to be issued under the Placing will, on Admission, rank pari passu in all respects with the Existing Ordinary
Shares and the Acquisition Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid in
respect of the ordinary share capital of the Company.
Capital Reorganisation
In order to make the number of Ordinary Shares in issue more manageable and the share price more attractive to potential investors, the
Company proposes, by means of the Capital Reorganisation and subject to shareholder approval at the EGM, to effect, inter alia, a share
consolidation to reduce the number of authorised and issued ordinary shares.
At present, the authorised share capital of the Company is �500,000 consisting of 500,000,000 Ordinary Shares. It is proposed that the
Capital Reorganisation will consist of the following steps:
* the increase of the Company's authorised share capital to �6,000,000 by the creation of an additional 5,500,000,000 ordinary
shares of 0. 1p each having the same rights in all respects as the Ordinary Shares of 0. 1p each in the capital of the Company;
* every 60 Ordinary Shares in issue (or such number as will result in a whole number of consolidated shares, the balance of the
Existing Ordinary Shares held by each member being dealt with as provided in (iii) below) will be consolidated into one New Ordinary Share
of 6p and every 60 authorised but unissued Ordinary Shares will be consolidated into one New Ordinary Share of 6p and;
* fractional entitlements arising out of the consolidation under sub-paragraph (ii) above by reason of there being less than 60
Ordinary Shares or a number not divisible by 60 shall be aggregated into New Ordinary Shares and the whole number of New Ordinary Shares so
arising shall be sold in the market and the net proceeds of sale held for the benefit of the Company.
It is anticipated that New Ordinary Share certificates will be issued and dispatched by 10 October 2008 and that CREST holders will
have their CREST accounts credited with their new holdings on 30 September 2008. On despatch of the new certificates, any existing
certificates will become valueless and should be destroyed. Temporary documents of title will not be issued and, pending dispatch of
definitive share certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register.
The effect of the Capital Reorganisation will be to consolidate every 60 Existing Ordinary Shares into one New Ordinary Share.
Change of company name
To reflect the proposed changes to the Company, its management and operations as a result of the Acquisition, it is proposed that,
conditional on Completion, the Company will change its name to Sorbic International plc.
Lock-in and orderly market arrangements
On Completion, the Seller and Albany will be interested in approximately 42.7 per cent. and 38.7 per cent. of the Enlarged Share Capital
respectively. The Seller and Albany have undertaken to the Company and FinnCap that, except in certain limited circumstances, they will not
dispose of any interest in the New Ordinary Shares held by them for a period of twelve months from the date of Admission and, for the
following twelve months, that they will only dispose of their holdings with the prior written consent of the Company's nominated adviser and
broker from time to time (such consent not to be unreasonably withheld).
Post Completion Albany will be interested in 8,937,778 Ordinary Shares representing approximately 38.7 per cent. of the Enlarged Share
Capital. Of this holding, 4,621,700 New Ordinary Shares, representing approximately 20 per cent. of the Enlarged Share Capital, will be
subject to the lock-in agreement and the balance of 4,316,078 Ordinary Shares are subject to an orderly market agreement.
Prime Mega will be interested in 42.7 per cent. of the Enlarged Share Capital. All Ordinary Shares held by Prime Mega (including the
Deferred Shares if issued) will be subject to the lock-in save that Prime Mega can transfer such shares to the existing management of Honour
Field Group. For the avoidance of doubt, such shares will continue to be subject to the duration of the lock-in.
In aggregate, 18,797,778 New Ordinary Shares representing approximately 81.4 per cent. of the Enlarged Share Capital will be subject to
the lock-in and orderly market agreements referred to above.
Extraordinary General Meeting
A notice of the EGM is being posted to Shareholders today convening an extraordinary general meeting of the Company to be held at 11.00
a.m. on 29 September 2008 to consider all requisite resolutions. Irrevocable undertakings
The Company has received irrevocable undertakings from Thomas Vaughan and Albany to vote in favour of the Resolutions to be proposed at
the EGM.
Recommendation
The Independent Directors of the Company, having consulted with FinnCap, consider the Proposals to be fair and reasonable and in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Independent Directors recommend Shareholders to vote in favour of the Resolutions, as they have irrevocably undertaken
to do or procure to be done in respect of their own beneficial holdings which amount, in aggregate, to 2,500,000 Ordinary Shares
representing approximately 0.7 per cent. of the Existing Ordinary Shares.
In addition, certain other Shareholders holding 269,600,020 Ordinary Shares representing approximately 71.9 per cent. of the Existing
Ordinary Shares, which, when aggregated with the Ordinary Shares held by the Independent Directors, represents approximately 72.7 per cent.
of the Existing Ordinary Shares, have irrevocably undertaken to vote in favour of the Resolutions.
ACQUISITION AND PLACING STATISTICS
Number of Existing Ordinary Shares 374,500,020
Number of issued New Ordinary Shares arising pursuant to the Capital Reorganisation 6,241,667
Number of Acquisition Shares* 9,860,000
Number of Deferred Shares* 10,300,000
Number of Conversion Shares* 6,666,666
Issue Price
75p
Placing Price
75p
Number of Placing Shares* 320,166
Number of New Ordinary Shares in issue on Admission* 23,088,499
Notional market capitalisation of the Company at the Placing Price on Admission �17.3 million
Notional market capitalisation of the Company at the Placing Price �25.0 million
assuming the Profit Target is met and the Deferred Shares are issued
Value of the Acquisition Shares at the Placing Price �7.4 million
Percentage of the Enlarged Share Capital represented by the Acquisition
Shares at Admission 42.7 per cent.
Percentage of the Enlarged Share Capital represented by the Placing
Shares at Admission 1.4 per cent.
Percentage of the Enlarged Share Capital held by the New Board at Admission 43.2 per cent.
(includes the Acquisition Shares)
Gross proceeds of the Placing �0.24million
Current AIM symbol
NINE
Proposed new AIM symbol upon Admission SORB
ISIN Number of the Existing Ordinary Shares GB00B245C648
ISIN Number of the New Ordinary Shares GB00B3CX3F30
* the number of shares is stated following the Capital Reorganisation. Number of New Ordinary Shares on Admission excludes
the Deferred Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document 4 September 2008
Latest time and date for receipt of forms of proxy 11.00 a.m. on 27 September 2008
Extraordinary General Meeting 11.00 a.m. on 29 September 2008
Latest date for dealings in Ordinary Shares and for
registration of transfers close of business on 29 September 2008
Record date for the Capital Reorganisation close of business on 29 September 2008
Admission effective and dealings in the Enlarged Share Capital expected
to commence on AIM 8.00 a.m. on 30 September 2008
Completion of the Acquisition 30 September 2008
CREST accounts expected to be credited with the New Ordinary Shares,
including the Acquisition Shares and Placing Shares (where applicable) 30 September 2008
Definitive share certificates for the New Ordinary Shares, including the
Acquisition Shares and Placing Shares (where applicable) to be despatched by 10 October 2008
Each of the times and dates in the above timetable is subject to change. All references are to London time unless otherwise stated.
Temporary documents of title will not be issued.
DEFINITIONS
The following definitions which are used in the Admission Document and notice of EGM sent to Shareholders today also apply throughout
this announcement , unless the context requires otherwise:
"Acquisition" the proposed acquisition by the Company
of the entire issued ordinary share
capital of Honour Field pursuant to the
Acquisition Agreement;
"Acquisition Agreement" the conditional agreement between the
Company (1), certain warrantors (2) and
the Seller (3) relating to the
Acquisition, further details of which
are set out in paragraph 11 of Part 6 of
this document;
"Acquisition Shares" the 9,860,000 New Ordinary Shares (which
excludes the Deferred Shares) to be
issued following the Capital
Reorganisation to the Seller pursuant to
the Acquisition Agreement upon
completion of the Acquisition;
"Admission" the effective admission of the Enlarged
Share Capital to trading on AIM in
accordance with Rule 6 of the AIM Rules
for Companies;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules" the AIM Rules for Companies as published
by the London StockExchange from time to
time;
"Albany" Albany Capital plc, a company
incorporated in England and Waleswith
registered number 3995223 whose
registered office is at 17 Hanover
Square, London, W1S 1HU;
"Albany Convertible Loan" the convertible loan of �2.0m made to
Honour Field on 28 July2008 as described
in paragraph 12.1 of Part 6 of this
document. on completion of the
acquisition this loan will convert into
4,444,444 New Ordinary Shares;
"Articles" the articles of association of the
Company, as amended from time totime;
"Board" the board of directors of the Company
from time to time;
"CA 1985" or "Act" the Companies Act 1985, as amended;
"CA 2006" or "2006 Act" the Companies Act 2006;
"CAGR" Compound Annual Growth Rate;
*Capital Reorganisation* the proposed increase in the Company*s
authorised share capitaland the Share
Consolidation;
*certificated* or *in the description of a share or other
certificated form* security which is not inuncertificated
form (that is, not in CREST);
"China" or "the PRC" The People's Republic of China (for the
purposes of this document,
excluding Hong Kong, Macau and Taiwan);
"City Code" the City Code on Takeovers and Mergers;
"Combined Code" the Combined Code on Corporate
Governance issued by theFinancial
Reporting Council;
"Company" or "Ninety" Ninety Plc, a company incorporated in
England and Wales with
registered number 06280431 whose
registered office is 17 Hanover Square,
London W1S 1HU;
"Completion" completion of the Proposals;
"Conversion Shares" the 6,666,666 New Ordinary Shares to be
issued on conversion ofthe Albany
Convertible Loan and the Hermes
Convertible Loan;
"CREST" the computerised settlement system (as
defined in the CREST Regulations)
operated by Euroclear UK & Ireland
Limited which facilitates the transfer
of title to shares in uncertificated
form;
"CREST Regulations" the Uncertificated Securities
Regulations 2001, including (i)
anyenactment or subordinate legislation
which amends or supersedes those
regulations and (ii) any applicable
rules made under those regulations or
any such enactment or subordinate
legislation for the time being in force;
"Daily Official List" the Daily Official List published by the
London Stock Exchange;
"Deferred Shares" up to 10,300,000 New Ordinary Shares to
be issued to the Seller if the
Profit Target is met;
the existing directors of the Company;
"Directors"
"Enlarged Group" the Company and, following completion of
the Acquisition, theHonour Field Group;
"Enlarged Share Capital" the issued ordinary share capital of the
Company followingCompletion comprising
the New Ordinary Shares arising pursuant
to the Capital Reorganisation, the
Acquisition Shares and the Placing
Shares;
"Existing Ordinary Shares" the 374,500,020 Ordinary Shares in issue
at the date of thisdocument, which will
become 6,241,667 New Ordinary Shares
pursuant to the Capital Reorganisation;
"Extraordinary General the extraordinary general meeting of the
Company, notice of which
Meeting" or "EGM" is set out at the end of this document;
"FSA" the Financial Services Authority of the
United Kingdom;
"FinnCap" JM Finn Capital Markets Limited (trading
as "FinnCap"), the
Company's financial and nominated
adviser and broker;
"FinnCap Option" the option dated* September 2008 in
favour of FinnCap for theright to
subscribe for 200,000 New Ordinary
Shares;
"Hermes" Hermes Capital Ltd, a company
incorporated in Hong Kong withregistered
number 1153568, whose registered office
is at 3/F, Oriental Crystal Commerce, 46
Lyndhurst Terrace, Central, Hong Kong;
"Hermes Convertible Loan" the convertible loan of �1 .0m made to
Honour Field on 28 July2008. On
completion of the Acquisition this loan
will convert into 2,222,222 New Ordinary
Shares;
"Hermes Option" the option dated * 2008 in favour of
Hermes for the right tosubscribe for
400,000 New Ordinary Shares;
"Honour Field" Honour Field International Limited, a
company incorporated in theBritish
Virgin Islands with registered number
BVI CRN 1414693, whose correspondence
address is at 3/F,46 Lyndhurst Terrace,
Central, Hong Kong;
"Honour Field Group" Honour Field and any subsidiary of
Honour Field;
"Honour Field Ordinary Shares" the ordinary shares of US$1.00 each in
the capital of Honour Field;
"IFRS" International Financial Reporting
Standards;
"Independent Directors" Michael Gretton and Thomas Vaughan;
"Independent Shareholders" those Shareholders who, in aggregate,
hold over 50 per cent. of theExisting
Ordinary Shares not held by Albany;
"ISIN" International Securities Identification
Number;
"ISO9001" a set of international standards for
both quality management andquality
assurance;
"Issue Price" 75 pence per Acquisition Share;
"LVST" Linyi Van Science and Technique Co.,
Ltd, a company incorporated
in the PRC with registered number
371300018017550, whose registered office
is at Double Moon Lake Road, Linyi High
and New tech industrial Development
Zone, Shandong 276017;
"London Stock Exchange" London Stock Exchange plc;
"Mazars" Mazars LLP, the reporting accountants
and auditors to the Company;
"New Board" John McLean and the Proposed Directors;
"New Ordinary Shares" the proposed new ordinary shares of 6
pence nominal value each in
the capital of the Company to be created
pursuant to the Capital Reorganisation;
"Ninety Shares" the Ordinary Shares or, following the
Capital Reorganisation, the
New Ordinary Shares;
"Option Scheme" the Ninety Plc Unapproved Share Option
Plan;
"Ordinary Shares" the ordinary shares of 0.1 pence nominal
value each in the capital of
the Company in issue prior to the Share
Consolidation;
"Panel" the Panel on Takeovers and Mergers, the
regulatory body thatadministers the City
Code;
"Placees" the subscribers for Placing Shares
pursuant to the Placing;
"Placing" the conditional placing of the Placing
Shares by FinnCap;
"Placing Agreement" the conditional agreement dated * 2008
between the Company (1),
the Directors (2) the Proposed Directors
(3) and FinnCap (4) relating to the
Placing;
"Placing Price" 75 pence per Placing Share;
"Placing Shares" the 320,166 New Ordinary Shares to be
issued pursuant to the Placing;
"Profit Target" that Honour Field will achieve a minimum
audited net profit after tax for the
financial year ending 31 December 2008
of RMB 60 million and against which the
Deferred Shares will be allotted;
"Proposals" together, the Acquisition, the Placing,
the Capital Reorganisation,
the appointment of the Proposed
Directors, the change of name, Admission
and the Resolutions;
"Proposed Directors" Ray, Ang Wee Boon, Wang Yan Ting, Susan,
Chong Hooi San and
Nicholas Smith;
"QCA" Quoted Companies Alliance;
"Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001/No. 3755);
"Resolutions" the resolutions to be proposed at the
EGM, as set out in the notice
of EGM at the end of this document and
reference to a Resolution is to the
relevant resolution set out in the
notice of EGM posted to shareholders
today;
"RMB" or "Renminbi" the legal currency of the PRC from time
to time;
"Rule 9" Rule 9 of the City Code;
"SAFE" the State Administration for Foreign
Exchange of the PRC, the
government agency responsible for
matters relating to foreign exchange
administration;
"Seller" or "Prime Mega" Prime Mega International Limited, a
company incorporated in the
British Virgin Islands with registered
number BVI CRN 1482319, whose registered
office is at PO Box 933, 2nd Floor,
Abbott Building, Road Town, Tortola,
British Virgin Islands;
"SGD" Singapore dollars, the lawful currency
of Singapore from time to
time;
"Share Consolidation" the proposed one for 60 Ordinary Share
consolidation;
"Share Dealing Code" the code on dealing in the Company's
securities adopted by the
Company on* 2008 that complies with the
AIM Rules;
"Shareholders" holders of Ordinary Shares or, following
the Capital
Reorganisation, New Ordinary Shares;
"Sorbates" sorbic acid and its potassium salts;
"Sterling" or "�" pounds sterling, the lawful currency of
the UK from time to time;
"subsidiary" or "subsidiary have the meanings given to them by CA
2006;
undertaking"
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"UKLA" or "UK Listing the FSA, acting in its capacity as the
competent authority for the
Authority" purposes of Part VI of the Financial
Services and Markets Act 2000,
as amended;
"Uncertificated" recorded on the relevant register of the
share or security concerned as being
held in uncertificated form in CREST and
title to which may be transferred by
means of CREST;
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States of America
and the district of Columbia and all
other areas subject to its jurisdiction;
"US person" a citizen or permanent resident of the
United States, as defined in
Regulation S promulgated under the
Securities Act 1933;
"US Dollar" or "USD" the legal currency of the United States
from time to time;
"Warrantors" the Seller, Hermes, Wang Yan Ting and
Ray Ang Wee Boon; and
"WFOE" wholly foreign-owned enterprise.
The GBP:RMB exchange rate used throughout this announcement is 1GBP:13.71RMB, being the rate at 30 June 2008, unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUSAURWBRKRAR
Ninety (LSE:NINE)
過去 株価チャート
から 5 2024 まで 6 2024
Ninety (LSE:NINE)
過去 株価チャート
から 6 2023 まで 6 2024
