Replacement: Proposed PDMR Dealing

RNS Number : 2337R

UniVision Engineering Ltd

04 March 2021

 

REPLACEMENT PROPOSED PDMR DEALING

The following amendment has been made to the Proposed PDMR Dealing announcement released by Univision on 3 March 2021 under RNS 0654R.

The word "million" has been removed after "HK$89,080,000" in the first paragraph. All other details remain unchanged.

RNS ANNOUNCEMENT: This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

3 March 2021

UniVision Engineering Limited

("UniVision", the "Company" or the "Group")

Proposed PDMR Dealing  

UniVision (AIM: UVEL), the Hong Kong based group whose principal activities are the supply, design, installation and maintenance of closed circuit television (CCTV) and surveillance systems, and the sale of security related products, announces that it has been informed by its Chairman, Stephen Koo, that he has entered into a non-binding Memorandum of Understanding ("MOU") with SinoCloud Group Limited, an investment holding company listed on the Catalist Board of the Singapore Stock Exchange ("SinoCloud"), to sell SinoCloud 200,959,700 of his ordinary shareholding in UniVision (representing approximately 52.4% of the issued share capital of the Company) for a total consideration of HK$89,080,000 (approximately £8.2 million); equivalent to a price of approximately 4.1 pence per Ordinary Share, payable in a combination of cash and new SinoCloud ordinary shares ("Proposed Transaction"). 

The Proposed Transaction is subject to a number of pre-conditions, including satisfactory due diligence on UniVision by SinoCloud, an equity fundraising by SinoCloud and approval by SinoCloud's shareholders of the Proposed Transaction in general meeting.  The pre-conditions are set out below and, even if these pre-conditions are satisfied, the Proposed Transaction is not expected to complete until sometime in April 2021.  As envisaged in the MOU, Stephen Koo would retain 78,744,000 Ordinary Shares in UniVision, representing 20.52% of the issued share capital and remain as Executive Chairman.

SinoCloud has made a regulatory announcement to the Singapore Stock Exchange regarding the signing of this MOU.

Pre-conditions for the Proposed Transaction

The MOU is non-binding and has been executed to demonstrate the sincerity and the agreement by Stephen Koo and SinoCloud to progress these negotiations. The MOU is subject to, inter alia, due diligence, agreement by all parties on terms of the share purchase, execution of a definitive sale and purchase agreement with terms and conditions (including, but not limited to pricing, number of Stephen Koo's UniVision shares to be acquired by SinoCloud, and terms of payment) to be agreed by Stephen Koo and SinoCloud and approval by SinoCloud shareholders.

At this time, there is no certainty or assurance that the Proposed Transaction will complete.

Information on SinoCloud and potential benefits for UniVision

SinoCloud is listed on the Catalist Board of the Singapore Stock Exchange.  It has been listed on the Singapore Stock Exchange since 2004 and was formerly known as Armarda Group Limited until August 2015.  It began as an IT services provider, but in the last 10 years it has diversified into various IT-related investments.  Its major current investment is a majority holding in a T4 Internet Data Centre in Guiyang, China.  The board of SinoCloud believes that it can add value to UniVision, to assist the Company to grow by allowing it access to additional funds, introduced by SinoCloud, to expand the Group's business as well as providing data storage facilities (through its Data Centre business) for UniVision to offer alongside its current services.

As part of the MOU, SinoCloud has undertaken to both Stephen Koo (as the potential vendor) and the Company that:

(a)  SinoCloud will enter into a Relationship Agreement with the Company to govern its future relationship with UniVision, conditional upon completion of the Proposed Transaction;

(b)  SinoCloud will use its best endeavours to ensure that UniVision will continue to be able to comply with the QCA Corporate Governance Code in relation to its admission to trading on AIM; and

(c)  whilst SinoCloud may seek board representation on the Company's board to be able to monitor its investment, SinoCloud's current intention is to allow the Company to continue to trade as an independently operated business, with the current executive management, admitted to trading on AIM.

SinoCloud has also undertaken to Stephen Koo and the Company that the definitive sale and purchase agreement will include a term that, should the Proposed Transaction complete, SinoCloud agrees to make a minimum funding facility of HK$10.0 million available to UniVision within three months of completion of the sale and purchase agreement, by way of a loan facility on normal commercial terms to be agreed. SinoCloud intends to seek such funding facility in due course.

Shareholders are reminded that the UK Takeover Code does not apply to UniVision and, should the Proposed Transaction complete as envisaged, SinoCloud will own 52.4% of the issued share capital of UniVision.  SinoCloud has indicated that it has no current intention to make a general offer for all of the share capital in the Company.

Further announcements will be made by the Company as appropriate.

For further information visit www.uvel.com or contact :

UniVision Engineering Limited	Tel: [phone]
Stephen Koo, Chairman	www.uvel.com
Danny Kwok Fai Yip, Finance Director
Nicholas Lyth, Non-Executive Director	Tel: [phone]
SPARK Advisory Partners Limited   (Nominated Adviser)	Tel: [phone]
Mark Brady / Neil Baldwin	www. sparkadvisorypartners.com
SI Capital Limited (Broker)	Tel:  [phone] www.sicapital.co.uk

 Nick Emerson

 

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DSHUSSSRANUORAR