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Hephaestus Holdings Limited M&A Activity 2008
51310_rns_2008-04-21_7fda5345-ab4e-43e7-9ef0-cade780f19df.pdf
M&A Activity
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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.
智庫媒體集團（控股）有限公司
Intelli - Media Group (Holdings) Limited
(incorporated in Cayman Islands with limited)
(Stock Code: 8173)
ANNOUNCEMENT
This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.
The Board is pleased to announce that as part of its ongoing due diligence of the Target, the Company through the Purchaser on 18 April 2008, has received from the Vendor detailed information relating to the Target or its affiliate's claimed offshore and onshore mining tenements in the Philippines. In addition to those areas that totaled to 41,093.8535 hectares on which the Target has claimed offshore mining tenements for magnetite placer deposits and other associated minerals in the Leyte Gulf region of the Philippines (as previously disclosed in the Company's announcement dated 8 April, 2008), the Target has claimed onshore mining tenements for chromite, nickel laterite and other associated mineral deposits over 5,103.00 hectares of land situated within the Municipalities of Las Nieves and Esperanza in the Province of Agusan Del Norte and Agusan Del Suron, and over 2,916.00 hectares of land situated within the Municipalities of Impasug-ong and Malitbog in the Province of Bukidnon; and a onshore mining tenement for nickeliferous laterite and other associated mineral deposits over 190.8571 hectares of land situated within the Municipalities of Basilisa and Cagdianao, Dinagat Island in the Province of Dinagat.
The Board wishes to re-emphasize that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is consummated, it constitutes a very substantial acquisition on the part of the Company under Chapter 19 of the GEM Listing Rules.
Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition will be made by the Company in the event any Formal Agreements have been signed.
This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.
The Board is pleased to announce that as part of its ongoing due diligence of the Target, the Company through the Purchaser on 18 April 2008, has received from the Vendor detailed information relating to the Target or its affiliate's claimed offshore and onshore mining tenements in the Philippines. In addition to those areas that totaled to 41,093.8535 hectares on which the Target has claimed offshore mining tenements for magnetite placer deposits and other associated minerals in the Leyte Gulf region of the Philippines (as previously disclosed in the Company's announcement dated 8 April, 2008), the Target has claimed onshore mining tenements for chromite, nickel laterite and other associated mineral deposits over 5,103.00 hectares of land situated within the Municipalities of Las Nieves and Esperanza in the Province of Agusan Del Norte and Agusan Del Suron, and over 2,916.00 hectares of land situated within the Municipalities of Impasug-ong and Malitbog in the Province of Bukidnon; and a onshore mining tenement for nickeliferous laterite and other associated mineral deposits over 190.8571 hectares of land situated within the Municipalities of Basilisa and Cagdianao, Dinagat Island in the Province of Dinagat.
In accordance with the records and documents provided to the Purchaser, which is subject to PJS Law's confirmation who is presently performing the relevant legal due diligence on behalf the Purchaser, the Target or its affiliates has demonstrated to be the legal holder of the following offshore and onshore mining claims in the Philippines as follows:
| Application No. | EXPA-000110-VIII |
|---|---|
| Mineral Commodity Applied | Magnetite sand and other associated minerals |
| Size of Area | 15,781.611 hectares |
| Location of Applied Area | Municipalities of Tanauan, Tolosa, Dulag, Mayorga, MacArthur and Abuyog in the Province of Leyte, Philippines |
The geographic coordinates in respect of offshore mining claim EXPA-000110-VIII are as follows:
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 10° 45' 00" | 125° 04' 30" |
| 2 | 10° 46' 30" | 125° 02' 45" |
| 3 | 10° 48' 30" | 125° 02' 15" |
| 4 | 10° 52' 00" | 125° 02' 15" |
| 5 | 10° 53' 00" | 125° 02' 31" |
| 6 | 10° 54' 00" | 125° 02' 53" |
| 7 | 10° 55' 00" | 125° 03' 23" |
| 8 | 10° 56' 00" | 125° 04' 01" |
| 9 | 10° 56' 30" | 125° 04' 02" |
| 10 | 10° 58' 00" | 125° 04' 06" |
| 11 | 10° 59' 00" | 125° 04' 12" |
| 12 | 11° 00' 00" | 125° 04' 14" |
| 13 | 11° 04' 00" | 125° 04' 14" |
| 14 | 11° 06' 00" | 125° 03' 15" |
| 15 | 11° 08' 00" | 125° 03' 15" |
| 16 | 11° 08' 00" | 125° 06' 30" |
| 17 | 10° 56' 00" | 125° 06' 30" |
| 18 | 10° 55' 00" | 125° 05' 30" |
| 19 | 10° 54' 00" | 125° 04' 30" |
| 20 | 10° 52' 00" | 125° 04' 00" |
| 21 | 10° 50' 00" | 125° 03' 30" |
| 22 | 10° 48' 00" | 125° 03' 30" |
| 23 | 10° 47' 00" | 125° 04' 00" |
| 24 | 10° 45' 00" | 125° 05' 00" |
Application No. Not available (in process)
Mineral Commodity Applied Magnetite sand and other associated minerals
Size of Area 25,312.2425 hectares
Location of Applied Area Municipalities of Basey and Marabut, Samar Province, and the municipality of Tacloban City, Leyte Province
The geographic coordinates in respect of this offshore mining claim are as follows:
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 11° 12' 30" | 125° 01' 52" |
| 2 | 11° 13' 00" | 125° 01' 50" |
| 3 | 11° 14' 00" | 125° 01' 56" |
| 4 | 11° 14' 30" | 125° 01' 55" |
| 5 | 11° 14' 35" | 125° 01' 35" |
| 6 | 11° 14' 35" | 125° 00' 56" |
| 7 | 11° 14' 00" | 125° 00' 56" |
| 8 | 11° 13' 17" | 125° 00' 42" |
| 9 | 11° 13' 19" | 125° 00' 30" |
| 10 | 11° 13' 30" | 125° 00' 25" |
| 11 | 11° 14' 00" | 125° 00' 26" |
| 12 | 11° 14' 46" | 125° 00' 48" |
| 13 | 11° 15' 00" | 125° 00' 46" |
| 14 | 11° 15' 30" | 125° 00' 30" |
| 15 | 11° 15' 30" | 125° 00' 00" |
| 16 | 11° 15' 18" | 124° 59' 45" |
| 17 | 11° 16' 02" | 124° 59' 17" |
| 18 | 11° 16' 02" | 124° 59' 04" |
| 19 | 11° 16' 30" | 124° 59' 04" |
| 20 | 11° 16' 45" | 124° 58' 43" |
| 21 | 11° 16' 53" | 124° 59' 00" |
| 22 | 11° 16' 26" | 124° 59' 30" |
| 23 | 11° 15' 50" | 124° 59' 45" |
| 24 | 11° 15' 50" | 125° 00' 36" |
| 25 | 11° 16' 22" | 125° 00' 42" |
| 26 | 11° 16' 26" | 125° 01' 00" |
| 27 | 11° 16' 15" | 125° 01' 30" |
| 28 | 11° 16' 25" | 125° 02' 00" |
| 29 | 11° 16' 30" | 125° 03' 00" |
| 30 | 11° 16' 10" | 125° 03' 30" |
| 31 | 11° 15' 30" | 125° 04' 00" |
| 32 | 11° 14' 56" | 125° 05' 00" |
| 33 | 11° 15' 15" | 125° 05' 18" |
| 34 | 11° 15' 30" | 125° 05' 18" |
| 35 | 11° 16' 05" | 125° 05' 04" |
| Corner | Latitude | Longitude |
|---|---|---|
| 36 | 11° 16' 33" | 125° 04' 30" |
| 37 | 11° 16' 43" | 125° 04' 30" |
| 38 | 11° 16' 30" | 125° 05' 00" |
| 39 | 11° 16' 30" | 125° 06' 00" |
| 40 | 11° 16' 45" | 125° 07' 00" |
| 41 | 11° 16' 46" | 125° 07' 30" |
| 42 | 11° 16' 30" | 125° 08' 30" |
| 43 | 11° 14' 30" | 125° 10' 00" |
| 44 | 11° 05' 00" | 125° 10' 00" |
| 45 | 11° 05' 00" | 125° 08' 30" |
| 46 | 11° 02' 30" | 125° 08' 30" |
| 47 | 11° 02' 30" | 125° 08' 51" |
| 48 | 11° 00' 00" | 125° 08' 52" |
| 49 | 11° 00' 00" | 125° 06' 30" |
| 50 | 11° 08' 00" | 125° 06' 30" |
| 51 | 11° 08' 00" | 125° 05' 00" |
| 52 | 11° 12' 00" | 125° 05' 00" |
| 53 | 11° 12' 00" | 125° 06' 00" |
| 54 | 11° 12' 30" | 125° 07' 00" |
| 55 | 11° 14' 00" | 125° 06' 00" |
| 56 | 11° 14' 00" | 125° 05' 30" |
| 57 | 11° 13' 30" | 125° 05' 30" |
| 58 | 11° 13' 30" | 125° 06' 00" |
| 59 | 11° 12' 00" | 125° 06' 00" |
| 60 | 11° 12' 00" | 125° 05' 00" |
| 61 | 11° 12' 00" | 125° 04' 00" |
| 62 | 11° 12' 30" | 125° 04' 00" |
| 63 | 11° 12' 30" | 125° 03' 06" |
| 64 | 11° 13' 30" | 125° 03' 06" |
| 65 | 11° 13' 30" | 125° 02' 25" |
| 66 | 11° 12' 30" | 125° 02' 25" |
Application No. EXPA-000124-XIII
Mineral Commodity Applied Chromite and nickel laterite and other associated minerals
Size of Area(s) 5,103.00 hectares
Location of Applied Area Municipalities of Las Nieves and Esperanza, Agusan Del Norte and Agusan Del Suron Provinces, Philippines
The geographic coordinates in respect of this onshore mining claim EXPA-000124-XIII are as follows:
Parcel I: 2,025.00 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 08° 36' 30" | 125° 14' 00" |
| 2 | 08° 40' 00" | 125° 14' 00" |
| 3 | 08° 40' 00" | 125° 14' 30" |
| 4 | 08° 41' 00" | 125° 14' 30" |
| 5 | 08° 41' 00" | 125° 14' 00" |
| 6 | 08° 43' 00" | 125° 14' 00" |
| 7 | 08° 43' 00" | 125° 14' 30" |
| 8 | 08° 43' 30" | 125° 14' 30" |
| 9 | 08° 43' 30" | 125° 15' 00" |
| 10 | 08° 36' 30" | 125° 15' 00" |
Parcel II: 3,078.00 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 08° 24' 30" | 125° 15' 00" |
| 2 | 08° 25' 00" | 125° 15' 00" |
| 3 | 08° 25' 00" | 125° 14' 30" |
| 4 | 08° 27' 00" | 125° 14' 30" |
| 5 | 08° 27' 00" | 125° 14' 00" |
| 6 | 08° 30' 00" | 125° 14' 00" |
| 7 | 08° 30' 00" | 125° 16' 00" |
| 8 | 08° 24' 30" | 125° 16' 00" |
Application No. EXPA-000072-X
Mineral Commodity Applied Chromite and nickel laterite and other associated minerals
Size of Area(s) 2,916.00 hectares
Location of Applied Area Municipalities of Impasug-ong and Malitbog, Bukidnon Province, Philippines
The geographic coordinates in respect of this onshore mining claim EXPA-000072-X are as follows:
Parcel I: 810.00 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 08° 24' 00" | 125° 13' 30" |
| 2 | 08° 25' 00" | 125° 13' 30" |
| 3 | 08° 25' 00" | 125° 14' 00" |
| 4 | 08° 27' 00" | 125° 14' 00" |
| 5 | 08° 27' 00" | 125° 14' 30" |
| 6 | 08° 25' 00" | 125° 14' 30" |
| 7 | 08° 25' 00" | 125° 15' 00" |
| 8 | 08° 24' 00" | 125° 15' 00" |
Parcel II: 162.00 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 08° 28' 00" | 125° 13' 30" |
| 2 | 08° 29' 00" | 125° 13' 30" |
| 3 | 08° 29' 00" | 125° 14' 00" |
| 4 | 08° 28' 00" | 125° 14' 00" |
Parcel III: 1,944.00 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 08° 29' 00" | 125° 00' 00" |
| 2 | 08° 32' 30" | 125° 00' 00" |
| 3 | 08° 32' 30" | 125° 01' 00" |
| 4 | 08° 33' 00" | 125° 01' 00" |
| 5 | 08° 33' 00" | 125° 02' 00" |
| 6 | 08° 32' 30" | 125° 02' 00" |
| 7 | 08° 32' 30" | 125° 01' 00" |
| 8 | 08° 29' 00" | 125° 01' 00" |
Application No. Not available (in process)
Mineral Commodity Applied Nickeliferous laterite and other associated minerals
Size of Area 190.8571 hectares
Location of Applied Area Municipalities of Basilisa & Cagdianao, Dinagat Province, Dinagat Island, Philippines
The geographic coordinates in respect of this onshore mining claim are as follows:
Parcel I : 84.7196 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 10° 06' 41.25" | 125° 39' 52.50" |
| 2 | 10° 07' 00.00" | 125° 39' 07.50" |
| 3 | 10° 07' 07.50" | 125° 39' 07.50" |
| 4 | 10° 07' 15.00" | 125° 39' 22.50" |
| 5 | 10° 07' 41.50" | 125° 39' 22.50" |
| 6 | 10° 07' 45.00" | 125° 39' 07.50" |
| 7 | 10° 08' 00.00" | 125° 39' 22.50" |
| 8 | 10° 08' 00.00" | 125° 39' 27.00" |
| 9 | 10° 07' 30.00" | 125° 39' 28.50" |
| 10 | 10° 07' 19.00" | 125° 39' 27.00" |
| 11 | 10° 07' 02.00" | 125° 39' 32.00" |
| 12 | 10° 06' 50.00" | 125° 39' 41.00" |
| 13 | 10° 06' 45.50" | 125° 39' 52.50" |
Parcel II: 40.9775 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 10° 06' 24.69" | 125° 39' 00.00" |
| 2 | 10° 06' 30.00" | 125° 39' 00.00" |
| 3 | 10° 06' 30.00" | 125° 40' 22.50" |
| 4 | 10° 06' 24.69" | 125° 40' 22.50" |
9
Parcel III: 65.16 hectares
| Corner | Latitude | Longitude |
|---|---|---|
| 1 | 10° 05' 00.00" | 125° 35' 09.40" |
| 2 | 10° 05' 07.10" | 125° 35' 09.40" |
| 3 | 10° 05' 21.30" | 125° 34' 53.00" |
| 4 | 10° 05' 26.00" | 125° 34' 53.00" |
| 5 | 10° 05' 26.00" | 125° 35' 19.00" |
| 6 | 10° 05' 02.20" | 125° 35' 36.10" |
| 7 | 10° 05' 00.00" | 125° 35' 36.10" |
The Board wishes to emphasise that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is consummated, it constitutes a very substantial acquisition on the part of the Company under Chapter 19 of the GEM Listing Rules.
Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Possible Acquisition will be made by the Company if any Formal Agreements are entered into in accordance with the GEM Listing Rules.
The Board confirms that, save as disclosed above and the announcement of the Company dated 8 April 2008 in relation to the Possible Acquisition, there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Chapters 19 and 20 of the GEM Listing Rules and that, neither is the Board aware of any matter discloseable under the general obligations imposed by Rule 17.10 of the GEM Listing Rules, which is or may not be of a price-sensitive nature.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:
"Board" the board of Directors
"Company" Intelli-Media Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM
"connected persons" has the meaning ascribed thereto in the GEM Listing Rules
"Director(s)" the director(s) of the Company
"First Pine" First Pine Enterprises Limited, a company incorporated with limited liability in the British Virgin Islands
"Formal Agreements" the legally binding formal acquisition agreement and other related agreements which may or may not be entered into in relation to the Possible Acquisition
"GEM Listing Rules" Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited
"Hong Kong" Hong Kong Special Administrative Region of the PRC
"MOU" the non-legally binding memorandum of understanding dated 8 April 2008 entered into between the Purchaser, the Target and the Vendor setting out the preliminary understanding in relation to the Possible Acquisition
"PJS Law" the legal law firm of Puyat, Jacinto & Santos Law, the Purchaser's legal representative in the Philippines
"Possible Acquisition" the possible acquisition by the Purchaser from the Vendor of the entire issued share capital of the Target as contemplated in the MOU
"PRC" the People's Republic of China, which for the purposes of this announcement excludes Hong Kong, Macau Special Administrative Region and Taiwan
"Purchaser" or "Black Sand" Black Sand Enterprises Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of the Company
"Shares" ordinary shares in the capital of the Company
"Shareholder(s)" shareholder(s) of the Company
"Target" First Pine Enterprises Limited, a company incorporated with limited liability in the British Virgin Islands
10
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“Vendor”
Kesterion Investments Limited, a company incorporated with limited liability in the British Virgin Islands, the vendor in the Possible Acquisition and a party independent of the Company and/or its connected persons
By order of the Board
Intelli-Media Group (Holdings) Limited
Kwong Wai Ho, Richard
Executive Director
Hong Kong, 21 April, 2008
As at the date of this announcement, the Board comprises four executive Directors, Mr. Chin Wai Keung, Richard, Mr. So Wing Lok, Jonathan, Ms. Wong Hoi Yan, Audrey, Mr. Kwong Wai Ho, Richard, and three independent non-executive Directors, Mr. Chow Shiu Ki, Mr. Shum Man Ching and Mr. Lai Kai Jin, Michael.
This announcement, for which the directors of the Company (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 page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its posting.