Change of Control of The Company


 

TIDMSWB 
 
RNS Number : 1107Q 
SportsWinBet Limited 
29 July 2010 
 

29 July 2010 
                              SPORTSWINBET LIMITED 
                                (the "Company") 
                        Change of Control of the Company 
                            Appointment of Director 
                              Director's Interests 
Change of Control of the Company 
The Company hereby announces that on 28 July 2010 it was notified by Forbidden 
City Investment Holdings Ltd., ("Forbidden City") and Black Canyon Holdings 
Limited ("Black Canyon") that on 28 July 2010, Forbidden City and Black Canyon 
had acquired, in aggregate, 47,371,669 ordinary shares in the Company, 
representing approximately 83% of the issued share capital of the Company. 
Forbidden City is a company formed in Delaware and wholly owned by Kung Min Lin, 
the sole director of Forbidden City and a director of the Company.  Forbidden 
City is an asset and investment holding company. Forbidden City has acquired the 
25,000,000 shares in which Kung Min Lin was formerly beneficially interested and 
an additional 14,442,669 shares from unrelated third parties, amounting to 
39,442,669 shares in aggregate, at a price of 6.0578 pence per share, 
representing 69.13 per cent. of the Company's issued share capital. 
Black Canyon is a company incorporated in Gibraltar wholly owned by Graham 
Newall.  Black Canyon is an asset and investment holding company with 
investments in several internet based businesses. Black Canyon has acquired 
7,929,000 shares from third parties, at a price of 6.0578 pence per share, 
representing 13.38 per cent of the Company's issue share capital. 
As the Company is registered in the BVI and its management and operations are 
all offshore, the Company is not subject to the City Code on Takeovers and 
Mergers.  Nor is there any clause in the Company's articles which would require 
a party or parties who acquire 30 per cent. or more of the Company's issued 
share capital to make an offer to the remaining shareholders. 
The Company further confirms that there will be no change to the investment 
strategy of the Company, which is to invest in, acquire, develop or agglomerate 
businesses or companies in the online gaming sector, particularly in the Asian 
market. 
The Company has entered into a major shareholders' agreement with Forbidden City 
and Black Canyon (together the "Buyers") and the Company's nominated adviser, 
Astaire Securities Plc ("Astaire") wherein the Buyers have agreed, inter alia, 
to (i) not take any steps so as to cause the board of the Company not to be 
properly constituted in accordance with the AIM Rules for Companies ("AIM 
Rules") nor to prevent or restrict the ability of the Company to operate the 
Company in accordance with the AIM Rules; (ii) not to appoint additional 
directors without the prior approval of Astaire and the Company; (iii) not to 
seek a cancellation of the shares from trading on AIM for a period of 12 months 
from the date of the agreement without the prior written approval of the board 
and Astaire; and (iv) to consult with Astaire in relation to any actions which 
the Buyers propose to take which may have a significant impact on the Company or 
its business in terms of the Company's obligations under the AIM Rules.  The 
Major Shareholders Agreement contains provisions that it will terminate on the 
Buyers holding less than 30% in aggregate of the shares in the Company. 
Appointment of Director 
The Company announces that on completion of the acquisition of shares by 
Forbidden City and Black Canyon, Graham Newall has been appointed to serve as 
non-executive director of the Company with effect from completion of the 
acquisition. 
Graham Newall (54) is the CEO of Money Swap Holdings Limited and has previously 
held senior positions with Barclays de Zoete Wedd, Barclays Capital and Bank 
Austria Creditanstalt. 
Kung Min Lin (44) continues to act as the executive director overseeing the 
management of the Company.  Craig Niven (53) and Mladen Ninkov (48) continue to 
act as non-executive directors. 
Craig Niven commented: 
"We welcome Graham to the board.  His grasp of the gaming sector and growth of 
small companies will be invaluable." 
Directors' Interests 
Following the purchase of shares by Forbidden City and Black Canyon, the 
beneficial interests of the Company's directors are as follows: 
+--------------------+--------------------+--------------------+ 
| Director           |   Number of Shares |      Percentage of | 
|                    |                    |   Company's issued | 
|                    |                    |      share capital | 
+--------------------+--------------------+--------------------+ 
| Mladen Ninkov      |            500,000 |               0.88 | 
+--------------------+--------------------+--------------------+ 
| Kung Min Lin       |         39,442,669 |              69.13 | 
+--------------------+--------------------+--------------------+ 
| Craig Niven        |            300,000 |               0.53 | 
+--------------------+--------------------+--------------------+ 
| Graham Newall      |          7,929,000 |              13.89 | 
+--------------------+--------------------+--------------------+ 
Notes: 
1.   Mladen Ninkov's ordinary shares are held by Keynes Investments Pty Limited 
as trustee of the Morgan Fund (a self managed superannuation fund created and 
administered under the Australian Industry (Supervision) Act 1993). 
2.   Kung Min Lin's beneficial interest is held through Forbidden City, in which 
he has a controlling interest; 
3.   235,000 ordinary shares are held by Craig Niven and Rowanmoor Trustees 
Limited as trustees for Needles Fairway SSAS for the benefit of Craig Niven; and 
4.   Graham Newall's beneficial interest is held through Black Canyon, in which 
he has a controlling interest. 
For more information contact: 
+---------------------------------------+-----------------------+ 
| Astaire Securities Plc (Nomad and     | Tel: +44 20 7492 4750 | 
| Broker)                               |                       | 
+---------------------------------------+-----------------------+ 
| Antony Legge                          |                       | 
+---------------------------------------+-----------------------+ 
 
Further Information: 
The directorships held by Graham Roger Newall in the previous five years are as 
follows: 
+------------------------------+------------------------------+ 
| Current:                     | Former:                      | 
+------------------------------+------------------------------+ 
| Black Canyon Holdings        | Prosperity Management        | 
| Limited                      | Services Ltd                 | 
+------------------------------+------------------------------+ 
| Money Swap Cyprus Limited    |                              | 
+------------------------------+------------------------------+ 
| Money Swap FX Limited        |                              | 
+------------------------------+------------------------------+ 
| Money Swap Holdings Limited  |                              | 
+------------------------------+------------------------------+ 
| Money Swap Limited           |                              | 
+------------------------------+------------------------------+ 
| Money Swap Singapore Pte Ltd |                              | 
+------------------------------+------------------------------+ 
| MoneySwap Sdn.Bhd            |                              | 
+------------------------------+------------------------------+ 
| MS Service Centre Ltd.       |                              | 
+------------------------------+------------------------------+ 
| Power Capital UK Limited     |                              | 
+------------------------------+------------------------------+ 
There is no further information on Mr Newall required to be disclosed under 
Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCKKFDKABKDAOB
Sportswinbet Limited (LSE:SWB)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024