Acquisition of Beijing New World Bio-technology...
30 June 2008
WALCOM GROUP LIMITED
Acquisition of Beijing New World Bio-technology Company Limited ("BNWB")
Walcom Group Limited ("Walcom" or "the Group", AIM: WALG), the Hong Kong based
manufacturer and distributor of `clean' animal feed additives, announces that
it has entered into an agreement, subject to the satisfaction of certain
conditions, to acquire the entire issued share capital of BNWB. BNWB is engaged
in the sale of Chinese herb and natural plant extracts. BNWB is a wholly owned
subsidiary of Solar Leader Limited ("Solar"), a company which is wholly owned
by New World Development Company Limited ("New World"), the property and
leisure conglomerate, which is listed on the Hong Kong Stock Exchange. The
consideration for the acquisition is RMB 10,341,536 (approximately £755,000),
which will be satisfied by the issue to Solar of 3,923,497 new shares in the
capital of the Group ("Shares").
BNWB's main business is the sale of Chinese herbs and plant extracts which are
produced by third parties. The products include Lutein, Ginseng, Milk Thistle
and Tribulus Terrestris.
Walcom's current trading activities do not encompass the herb extract market
and the Directors believe the acquisition of BNWB will strengthen and
accelerate the Group's ability to develop a new series of phyto-based feed
additives. As at 31 May 2008, BNWB had cash of RMB 5,625,439, which will be
used to enhance the working capital position of the enlarged group. The
Directors anticipate that the acquisition will also give Walcom the opportunity
to widen its product range and expand its sales channels to include BNWB's
customer network.
In the period commencing 7 August 2007 (BNWB's date of incorporation) to 31 May
2008, BNWB had revenues of RMB 186,142 and made a loss of RMB 3,729,689. BNWB's
net assets as at 31 May 2008 were RMB 3,809,449. Upon completion of the
acquisition, a loan of RMB 2,100,000 due by BNWB to a related company of Solar
will be waived, which will result in the net assets of BNWB increasing to RMB
5,909,449.
Mr Frankie Yuet Leung Wong and Mr Eddie Kin Man Chan, directors of Walcom, have
an interest in the transaction. Mr Wong is a director of Yangtze Ventures Ltd.,
10 per cent. of which is owned by New World. The beneficial owners of New World
are The Cheng Family. The Cheng Family also has an indirect interest in the
Group as it beneficially owns Fortune Success Holdings Ltd., which owns 4.01
per cent. of the issued share capital of Walcom. Mr Chan is a partner of the
accounting firm CWCC, which has conducted an audit of BNWB's accounts on behalf
of the Group.
Under the AIM Rules, the acquisition is classified as a related party
transaction. The Directors, other than Mr Eddie Kin Man Chan and Mr Frankie
Yuet Leung Wong who are interested in the transaction (the "Independent
Directors"), who have consulted with John East & Partners Limited, consider the
terms of the transaction to be fair and reasonable insofar as the shareholders
of the Group are concerned. In advising the Independent Directors, John East &
Partners Limited has relied upon their commercial assessment.
The 3,923,497 Shares will be allotted to Solar subject to the satisfaction of
certain conditions in the acquisition agreement between the Group and Solar. A
further announcement will be made confirming the date of admission to trading
of the Shares to be allotted and issued to Solar.
Enquiries:
Walcom
Francis Chi (Chief Executive Officer) Tel: +852 2494 0133
Albert Wong (Chief Financial Officer)
John East & Partners Limited
Jeffrey Coburn / Bidhi Bhoma Tel: +44 20 7628 2200
About Walcom:
Walcom is a Hong Kong based manufacturer and distributor of `clean' animal feed
additives. Walcom's products are based on Cysteamine, a natural metabolite
generated in animals' bodies which participates in animals' physiological
`growth axis' to stimulate the animals' natural growth hormone level. The
Group's feed additives improve the health of the animals, reduce mortality
rates, shorten the time taken to reduce maturity, increase the protein content
in animal food products, increase egg laying and reduce eggshell breakage and
build resistance to disease. Walcom's feed additives are `non hormonal', `non
antibiotic' and `non gene-altering'.