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NOIZ Group Ltd. — Capital/Financing Update 2013
Mar 28, 2013
51306_rns_2013-03-28_43591c64-4a2d-46e4-811f-4d183bfcec2b.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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MERDEKA RESOURCES HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8163)
VERY SUBSTANTIAL ACQUISITION AND FURTHER DELAY IN DESPATCH OF CIRCULAR AND EXTENSION OF LONG STOP DATE
Reference is made to the Announcement, the Clarification Announcement, the Long Stop Date Announcement and the Delay Despatch Announcements in relation to, inter alia, the proposed acquisition of 70% issued share capital of Ever Hero Group Limited. As additional time is required to finalise the financial information to be included in the Circular pursuant to the GEM Listing Rules, the despatch date of the Circular will be further postponed from 31 March 2013 to a date falling on or before 30 June 2013.
On 28 March 2013, the Company entered into a second supplemental agreement with the Vendor to further extend the Long Stop Date from 31 March 2013 to 30 June 2013 or such later date to be agreed between the Company and the Vendor in writing.
As completion of the Acquisition is subject to the fulfillment of a number of conditions precedent and may or may not proceed, Shareholders and potential investors should exercise caution when dealing with the Shares.
Reference is made to the announcements of Merdeka Resources Holdings Limited (the “Company”) dated 25 September 2012 (the “Announcement”), 10 October 2012 (the “Clarification Announcement”), 31 December 2012 (the “Long Stop Date Announcement”), 27 November 2012 and 31 January 2013 (collectively the “Delay Despatch Announcements”) in relation to, inter alia, the proposed acquisition of 70% issued share capital of Ever Hero Group Limited. Terms used herein shall have the same meanings as defined in the Announcement unless defined otherwise.
As stated in the Announcement, a circular (the “Circular”) containing, among other things, (i) further details of the Acquisition and the transactions contemplated thereunder; (ii) other information as required under the GEM Listing Rules; and (iii) the notice convening the EGM, is expected to be despatched to the Shareholders on or before 27 November 2012.
As stated in the Delay Despatch Announcements dated 31 January 2013, the Circular will be despatched on or before 31 March 2013. As additional time is required to finalise the financial information to be included in the Circular pursuant to the GEM Listing Rules, the despatch date of the Circular will be further postponed from 31 March 2013 to a date falling on or before 30 June
Pursuant to the Long Stop Date Announcement, the Long Stop Date had been extended from 31 December 2012 to 31 March 2013. As more time is needed for the fulfillment of the conditions precedent to which the Completion is subject to, the Company entered into a second supplemental agreement with the Vendor on 28 March 2013 to further extend the Long Stop Date from 31 March 2013 to 30 June 2013 or such later date to be agreed between the Company and the Vendor in writing.
As completion of the Acquisition is subject to the fulfillment of a number of conditions precedent and may or may not proceed, Shareholders and potential investors should exercise caution when dealing with the Shares.
On behalf of the Board MERDEKA RESOURCES HOLDINGS LIMITED Cheung Wai Yin, Wilson Chairman and Chief Executive Officer
Hong Kong, 28 March 2013
As at the date of this announcement, the Directors are:
Executive Directors:
Mr. Cheung Wai Yin, Wilson (Chairman and Chief Executive Officer) Mr. Lau Chi Yan, Pierre Mr. Ma Hang Kon, Louis Professor Gong Yao Qian
Non-executive Director: Mr. Wong Chi Man
Independent Non-executive Directors: Mr. Lam Kin Kau, Mark Mr. Fung Hoi Wing, Henry Mr. Lau Ho Wai, Lucas
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least seven days from the day of its publication and posting and will be published and remains on the website of the Company at http://www.merdeka.com.hk.