Group targeting Zenna, the same firm in an aborted deal with Iconic
By OH BOON PING 7 February 2009
The Lexicon Group is buying over a commercial property development business in China under a $160 million reverse takeover deal.
Formerly known as Sun Business Network, the group said it has inked a conditional sale and purchase (S&P) agreement with vendor Phoon Wui Nyen to buy the entire share capital of Zenna Overseas Ltd, for some 800 million new Lexicon shares at a price of 20 cents per share. The deal is subject to a list of conditions including due diligence and approval of the Singapore Exchange.
Zenna was the company that Iconic Holdings - formerly known as Inchem Holdings International - was to have taken over under a proposed one billion yuan reverse deal. But that proposal was called off late last year when the deal failed to be completed within the stipulated timeframe.
Lexicon said Zenna is the holding company of Taihe Development, which is engaged in developing and investing in commercial properties in China’s Hunan province, including a commercial mall, Yueyang Taihe Commercial Plaza and a hotel, Yueyang Taihe Hotel.
It added that the issue price of 20 cents per share is based on a final valuation of the plaza and the hotel, and the value of its share capital ‘pursuant to a share consolidation of five existing issued and paid-up shares into one share’.
‘Under the share consolidation, there will be a consolidation of five existing bonus warrants into one bonus warrant. The exercise price attached to the bonus warrants will be changed to $0.20, at which a new share may be subscribed pursuant to the bonus warrants issue, subject to approval from shareholders at the extraordinary general meeting.’
The S&P agreement also requires Lexicon to dispose its existing business and the company said that it is already in talks with certain parties concerning the sale.
The agreement stipulates further that Lexicon has to extend a secured loan of $7 million to Zenna, comprising two tranches.
The purpose of the loan is to enable Zenna to complete its contribution of the initial registered capital into Taihe Development in compliance with China laws and regulations, the group added.
On the rationale behind the investment, Lexicon managing director Ricky Ang said that ‘Yueyang is the only sea faring port in the Hunan and is well reputed as one of the ancient cultural cities of China that has witnessed much per capita gross domestic product growth in the past seven years’.
He added that the proposed acquisition will allow Lexicon to enter the property industry in China, which has remained strong despite the global financial gloom.
For the half-year ended Sept 30, 2008, Lexicon reported a net loss of $2.8 million on publishing revenue of $2.76 million.
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Lexicon in $160m reverse takeover deal
Group targeting Zenna, the same firm in an aborted deal with Iconic
By OH BOON PING
7 February 2009
The Lexicon Group is buying over a commercial property development business in China under a $160 million reverse takeover deal.
Formerly known as Sun Business Network, the group said it has inked a conditional sale and purchase (S&P) agreement with vendor Phoon Wui Nyen to buy the entire share capital of Zenna Overseas Ltd, for some 800 million new Lexicon shares at a price of 20 cents per share. The deal is subject to a list of conditions including due diligence and approval of the Singapore Exchange.
Zenna was the company that Iconic Holdings - formerly known as Inchem Holdings International - was to have taken over under a proposed one billion yuan reverse deal. But that proposal was called off late last year when the deal failed to be completed within the stipulated timeframe.
Lexicon said Zenna is the holding company of Taihe Development, which is engaged in developing and investing in commercial properties in China’s Hunan province, including a commercial mall, Yueyang Taihe Commercial Plaza and a hotel, Yueyang Taihe Hotel.
It added that the issue price of 20 cents per share is based on a final valuation of the plaza and the hotel, and the value of its share capital ‘pursuant to a share consolidation of five existing issued and paid-up shares into one share’.
‘Under the share consolidation, there will be a consolidation of five existing bonus warrants into one bonus warrant. The exercise price attached to the bonus warrants will be changed to $0.20, at which a new share may be subscribed pursuant to the bonus warrants issue, subject to approval from shareholders at the extraordinary general meeting.’
The S&P agreement also requires Lexicon to dispose its existing business and the company said that it is already in talks with certain parties concerning the sale.
The agreement stipulates further that Lexicon has to extend a secured loan of $7 million to Zenna, comprising two tranches.
The purpose of the loan is to enable Zenna to complete its contribution of the initial registered capital into Taihe Development in compliance with China laws and regulations, the group added.
On the rationale behind the investment, Lexicon managing director Ricky Ang said that ‘Yueyang is the only sea faring port in the Hunan and is well reputed as one of the ancient cultural cities of China that has witnessed much per capita gross domestic product growth in the past seven years’.
He added that the proposed acquisition will allow Lexicon to enter the property industry in China, which has remained strong despite the global financial gloom.
For the half-year ended Sept 30, 2008, Lexicon reported a net loss of $2.8 million on publishing revenue of $2.76 million.
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