Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

JATCORP LIMITED Capital/Financing Update 2017

Dec 27, 2017

65154_rns_2017-12-27_507566e8-9291-4de4-93c2-66826cab67c1.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [151 x 47] intentionally omitted <==

ASX ANNOUNCEMENT

JATENERGY LIMITED ABN 31 122 826 242

28 December 2017

ASX CODE: JAT

AUSTRALIAN REGISTERED OFFICE

Suite 4.05 55 Miller Street PYRMONT NSW 2009 AUSTRALIA

CONTACT DETAILS

Telephone +61 2 9571 8300 Facsimile +61 2 9571 8200 Email [email protected] Web www.jatenergy.com

Agreement to Acquire 51% of Golden Koala

Jatenergy Limited (“Jatenergy”) is pleased to announce it has entered into a share purchase agreement (“SPA”) to acquire 51% of Golden Koala Group Pty Ltd (“GK”) from its current 100% owner, Mr Rongjun Zhao. The consideration payable by Jatenergy will be a combination of cash and Jatenergy shares to be issued to Mr Zhao.

==> picture [116 x 141] intentionally omitted <==

GK is an Australian milk powder brand, its primary product being “Golden Koala Infant Formula”. Products include adult full cream and skim milk powder.

Following from our development of ione milk brand, Jatenergy has now moved into the infant formula business with a brand that has had previous traction in China. Shares in Golden Koala will be held by our dedicated milk powder company Cobbitty Country to maintain current product trading from our own infant and adult milk powder.

The acquisition is conditional upon the shareholders of Jatenergy approving the issue of shares to Mr Zhao.

Summary of SPA Terms

The key terms of the SPA include:

  1. Jatenergy will acquire 51% of the issued capital of GK.

  2. The consideration will consist of an initial payment of cash and shares followed by two earnout payments subject to performance hurdles being met.

  3. The initial payment will consist of $2 million in cash and $1.5 million in Jatenergy shares issued at 1.8 cents per share (83,333,333 shares).

  4. If Earnout Condition 1 is achieved, Mr Zhao will be paid $1 million and will be issued with $1.5 million in Jatenergy shares. The issue price of the shares will be the VWAP of Jatenergy shares for the previous 20 days on which trading of JAT shares occurred on the ASX immediately prior to the day on which Earnout Condition 1 was satisfied. Earnout Condition 1 will be achieved when GK obtains Chinese CFDA approval for Golden Koala Infant Formula to be exported and sold in China.

  5. If Earnout Condition 2 is achieved, Mr Zhao will be paid $500,000 and will be issued with $500,000 in Jatenergy shares. The issue price of the shares will be the VWAP of Jatenergy shares for the previous 20 days on which trading of JAT shares occurred on the ASX immediately prior to the day on which Earnout Condition 2 was satisfied. Earnout Condition 1 will be achieved when and if GK sells a total of 500,000 tins of Golden Koala Infant Formula in a one-year period ended 30 June and full payment for the sale is received by GK.

  6. On completion, Jatenergy will control the appointment of the board of GK. The board will consist of two directors of Jatenergy (to be Messrs Crimmins and Yao) and Mr Zhao. Mr Zhao will remain as CEO for three years. There will be no change to the board of Jatenergy

  7. It is a condition precedent of the SPA that Jatenergy obtain all necessary approvals from the ASX, ASIC and Jatenergy shareholders for the acquisition and the issue of the Jatenergy shares to Mr Zhao.

Jatenergy intends to hold a general meeting of shareholders in February 2018 to seek approval of shareholders for the issue of the shares to Mr Zhao.

Golden Koala Pty Ltd Information

Golden Koala is a brand that has been selling into China by the Adeline Group Pty Ltd (a company controlled by Mr Zhao) for the past 7 years in both department stores and online. The Adeline Group Pty Limited has transferred the Golden Koala trade mark and goodwill into Golden Koala Group Pty Ltd. The brand is recognised in China as a rising infant formula and is gaining acceptance from the Chinese public. Its range includes infant formula, instant full cream and skim milk powder. The products are 100% Australian made and has had CFDA

==> picture [151 x 47] intentionally omitted <==

approval and will be applying again for 2018 CFDA approval into China. Some outstanding achievements include:

  • Received two Awards from Ministry of Commerce of the PRC in 2012 and 2013.

  • Mr. Kevin Rudd, former Australian Prime Minister, promoted it as green and healthy Australian dairy brand.

  • Recommended by Mr. Li Jingwei, Chief Correspondent of Australian Branch of the People’s Daily.

  • Having Mr. Hou Yong, as GOLDEN KOALA® brand image prolocutor, who is a Chinese top performer, Golden Eagle Award Winner.

  • Having sales both online and in retail stores all around China.

  • As a sponsor of the ‘YQ going‘ charity in China, helping and supporting disadvantaged children to get comfortable living conditions in China.

Wilton Yao and Tony Crimmins Directors +61 2 9571 8300

[email protected]