AIM-quoted China Private Equity Investment (CPE) has signed a conditional acquisition agreement to acquire interests in four companies which themselves hold interests in four domestic Chinese businesses.
The agreement has been signed with Elypsis Solutions, a wholly owned subsidiary of Asia Private Credit Fund Limited, which is managed by an affiliate of Adamas Asset Management.
Due to the size of the transaction in relation to the company, the proposed acquisition constitutes a reverse takeover under the AIM rules and requires shareholder approval. An admission document relating to the proposed acquisition will be posted to shareholders.
Following completion, and subject to shareholder approval, CPE will change its name to Adamas Finance Asia Ltd.
The consideration for the proposed acquisition will be the issue to Elypsis or its affiliates of an aggregate of 1,445,416,667 new ordinary shares at a price of USD0.06 per share. In addition, the company will issue to Elypsis, or its affiliates, warrants to subscribe for 722,708,333 new ordinary shares at USD0.06 per share exercisable between one and six years of admission.
CPE shareholders will be issued with new ordinary shares on the basis of one new ordinary share for every three ordinary shares held, for nil consideration. CPE shareholders will also receive warrants to subscribe for one new ordinary share for every two ordinary shares (excluding the bonus Issue), exercisable at USD0.06 per share within 12 months of admission. The record date for the bonus issue and the issue of warrants will be the last business day before admission.
CPE has also entered into subscription agreements which, conditional only on admission, will result in the issue of 83,600,000 new ordinary shares at a price of USD0.06 per ordinary share, raising USD5.02m (approximately GBP3.02m). The company is required to undertake the fundraising pursuant to AIM Rule 8.
