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Crypto Flow Technology Limited — Capital/Financing Update 2008
Sep 17, 2008
51323_rns_2008-09-17_a56dc4cc-278d-4e54-9b3e-8f3f04818984.pdf
Capital/Financing Update
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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Melco LottVentures Limited
(incorporated in the Cayman Islands with limited liability) website: http://www.melcolottventures.com.hk
(Stock Code: 8198)
COMPLETION OF
CONNECTED AND DISCLOSEABLE TRANSACTIONS IN RELATION TO ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF KTEMS CO., LTD.
The Board is pleased to announce that Completion took place on 17 September 2008. As at the date of Completion, conditions (i) to (vi) and (ix) of the Sale and Purchase Agreement have been fulfilled and the Purchaser has elected to waive conditions precedents (vii) and (viii) in the Sale and Purchase Agreement.
Reference is made to the announcement dated 6 March 2008 and the circular (the “ Circular ”) dated 27 March 2008 issued by Melco LottVentures Limited (the “ Company ”) in relation to, among other things, the Sale and Purchase Agreement of the entire equity interest in KTeMS. Capitalised terms used in this announcement shall have the same meanings as those defined in the Circular unless otherwise specified herein.
The Board is pleased to announce that completion (the “ Completion ”) of the Sale and Purchase Agreement took place on 17 September 2008. As at the date of Completion, conditions (i) to (vi) and (ix) in the Sale and Purchase Agreement have been fulfilled and the Purchaser has elected to waive conditions precedent (vii) and (viii) in the Sale and Purchase Agreement, which are stated as follows:–
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condition precedent (vii) : the procurement of a license to conduct paper lottery business in Korea by KTeMS; and
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condition precedent (viii) : the provision of a business plan on the development of the paper lottery business in Korea by KTeMS to the Purchaser.
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As stated in the Circular, conditions precedent (i), (vi), (vii), (viii) and (ix) in the Sale and Purchase Agreement may be waived at any time by the Purchaser. Given that the procurement of a licence to conduct paper lottery business in Korea (in addition to the existing lottery business of KTeMS) will take longer time and involve additional costs to the Purchaser, while the waiving of the above-mentioned two conditions precedent (i) will not affect the Company’s acquisition of the existing lottery business of KTeMS; (ii) will speed up the acquisition of the entire interest in KTeMS under the Sales and Purchase Agreement; and (iii) will help the Group expand its lottery business in Korea as soon as possible, the Board considers that the waiving of the two conditions precedent is in the interests of the Company and the Shareholders as a whole.
By order of the Board Melco LottVentures Limited Chan Sek Keung Ringo Chairman
Hong Kong, 17 September 2008
As at the date of this announcement, the Board consists of two executive Directors, namely, Mr. CHAN Sek Keung, Ringo and Mr. KO Chun Fung, Henry; and three independent non-executive Directors, namely, Mr. David TSOI, Mr. PANG Hing Chung, Alfred and Mr. SO Lie Mo, Raymond.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief : (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication as well as the website of the Company at www.melcolottventures.com.hk.
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