Greater China Capital Inc. Announces That it Will Not Proceed With Qualifying Transaction With Tiandi (Hong Kong) Energy Tech...
16 Setembro 2011 - 4:03PM
Marketwired Canada
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.
Greater China Capital Inc. ("Greater China") (TSX VENTURE:GCA.P), a capital pool
company listed on the TSX Venture Exchange Inc. (the "Exchange"), regrets to
announce that it was unable to complete the proposed acquisition (the "Proposed
Transaction") of Tiandi (Hong Kong) Energy Technology Co., Limited ("TET"), as
previously announced in Greater China's July 20, 2010 news release. TET, Greater
China, all of the existing shareholders of TET and TET's wholly owned subsidiary
Zhejiang EGE Battery Manufacture Co. Ltd. ("EGE") had executed a securities
exchange agreement (the "Securities Exchange Agreement") dated as of March 22,
2011, to document the Proposed Transaction amongst the parties.
The Proposed Transaction was intended to constitute Greater China's "Qualifying
Transaction" (as such term is defined in the Exchange's Policy 2.4). It was
expected that the combined entity after completion of the Proposed Transaction
would qualify as a Tier 1 Technology/Industrial Issuer pursuant to the policies
of the Exchange (the "Exchanges Policies"). Greater China, had filed, and
obtained a receipt dated June 17, 2011 for, a prospectus (the "Prospectus"), in
which Greater China sought to raise gross proceeds of a minimum of $9 million
and a maximum of $13.3 million in a brokered "best efforts" prospectus offering
(the "Offering"). The Offering consisted of a minimum of 1,000,000 up to a
maximum of 1,200,000 Common Shares of Greater China at a price of $1.50 (which
assumed the consolidation of Greater China's presently issued and outstanding
common shares on the basis of one (1) new Common Share for each six (6) existing
common shares, and the change of name to "EGE Battery Corp.", as set out in
Greater China's press release dated February 14, 2011, and which equates to a
pre-consolidation price of $0.25 per Common Share) (the "QT Common Shares") for
aggregate gross proceeds of a minimum of $1.5 million and a maximum of $1.8
million. As well, under the Offering, Greater China proposed to issue a minimum
of 1,500 and up to a maximum of 2,300 $5,000 principal amount of 3 year 10%
unsecured convertible debentures ("Debentures") for aggregate gross proceeds of
a minimum of $7.5 million and a maximum of $11.5 million.
Under securities laws, Greater China had 90 days from the date of the receipt
for the Prospectus to complete the Offering. The completion of the Offering was
conditional upon the contemporaneous closing of the Proposed Transaction and the
subsequent listing of Greater China's QT Common Shares on the Exchange, all of
which were subject to the approval of the Exchange. As at the close of business
on September 14, 2011, Greater China had raised at least $10,276,000 from over
150 investors pursuant to the Offering, and as such had met the minimum proceeds
required to complete the Offering.
The Exchange had provided its conditional approval to the Offering, the Proposed
Transaction and the subsequent listing of Greater China's QT Common Shares,
provided that the closing occurred prior to July 31, 2011. Although Greater
China sought the Exchange's consent to the extension of time pursuant to which
Greater China could complete the Offering, the Proposed Transaction and the
listing of Greater China's QT Common Shares, the Exchange did not grant the
consent.
As a result of Greater China's failure to obtain Regulatory Approval (as such
capitalized term is defined in the Securities Exchange Agreement), thereby
listing of Greater China's QT Common Shares on the Exchange, the Securities
Exchange Agreement was terminated, with the result that Greater China was unable
to complete the Proposed Transaction and the Offering. Greater China is
returning all of the monies it raised pursuant to the Offering to investors
without interest or deduction. Greater China had not provided any loans to TET;
however, it was a condition of the Securities Exchange Agreement that Greater
China pay for all fees and expenses associated with the Proposed Transaction.
Greater China has expended approximately between $900,000 to $1,000,000 of the
$1,300,000 proceeds raised from its CPC prospectus in trying to complete the
Offering, the Proposed Transaction and the subsequent listing of Greater China's
QT Common Shares on the Exchange.
Based on its discussions with the Exchange, Greater China understood that:
-- the "landscape" involving the listing of emerging market companies has
changed as a result of recent market events, the details of which are
well known
-- the Exchange's concerns have nothing to do with the specifics of Greater
China's Proposed Transaction with TET
-- nothing has come to the attention of the Exchange that would cause the
Exchange to believe that Greater China's Proposed Transaction with TET
is not a legitimate transaction or that TET is not a legitimate business
-- the Exchange did not state that it would not list Greater China's Common
Shares subsequent to the completion of the Offering and Proposed
Transaction but only that it could not do so within the time required by
Greater China pursuant to the Offering i.e. before September 15, 2011
-- the Exchange is presently clarifying its policies as to how it will
assess qualifying transactions involving emerging market companies
-- in respect of Greater China's Proposed Transaction, the Exchange wanted
to conduct additional due and ask further questions but could not
complete this before September 15, 2011 (the "Additional Due Diligence")
Greater China responded to all of the Additional Due Diligence questions raised
to date by the Exchange. While Greater China understands the Exchange's concerns
generally with regard to the "changed landscape", Greater China believes that it
was patently unfair for the Exchange not to grandfather Greater China's Proposed
Transaction under the Exchange's existing policies. Further, based on the
information it has received from the various professionals involved in the
Proposed Transaction, Greater China's board of directors strongly believes that
it had strictly complied with the existing rules and regulations of both
securities legislation in those provinces in which the Offering was being made,
as well as the Exchange's Policies, especially in view of the fact that Greater
China qualified the Proposed Transaction and the Offering by filing and
obtaining a receipt for a Prospectus.
Given Greater China's inability to complete the Offering and the Proposed
Transaction, Greater China may seek an extension of time from the Exchange
within which it must complete its qualifying transaction. Further, Greater
China's board of directors will be pursuing new opportunities to present to the
Exchange and to its shareholders which will form the basis of Greater China's
qualifying transaction.
Mr. Paul Lin, Mr. Charles Qin and Mr. William Thomson will remain as the
existing directors of Greater China. Further, Mr. Charles Qin will remain as
President, CEO and CFO of Greater China.
Greater China has applied to the Exchange for the reinstatement of trading of
Greater China's common shares. Greater China expects such reinstatement will
occur shortly. The Exchange will issue a bulletin prior to the commencement of
such trading.
READER ADVISORY
All information contained in this news release with respect to Greater China and
TET was supplied by Greater China and TET, respectively, for inclusion herein,
and Greater China and its directors and officers have relied on TET for any
information concerning them.
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