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Penton International Ltd (PENP)

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Monday 03 March, 2008

Penton International Ltd

Further re Announcement made on 25 Feb


PENTON INTERNATIONAL LTD

(Company Registration No: 200003044C)

___________________________________________________________________________________

ADDITIONAL INFORMATION ON THE ANNOUNCEMENT MADE ON 25 FEBRUARY 2008 IN RELATION
TO :

 1. PROPOSED ACQUISITION OF INHWA GROUP OF COMPANIES
   
 2. PROPOSED DISPOSAL OF SUBSIDIARY
   
 1. PROPOSED ACQUISITION OF INHWA GROUP OF COMPANIES
   
We refer to our announcement dated 25 February 2008 in relation to the Proposed
Acquisition of Inhwa Group of Companies. We wish to provide the following
additional information:

(a) Very Substantial Acquisition or Reverse Takeover

For the purposes of Chapter 10 of the SGX-ST Listing Manual, the relative
figures for the Proposed Acquisition using the applicable bases of comparison
set out in Rule 1006 of the Listing Manual are as follows:

(a)  Net asset value of the assets to be disposed of,     Not applicable to an 
                                                                               
     compared with the Group's net asset value           Acquisition of assets 
                                                                               
(b)  Net profits attributable to the assets acquired or    Not meaningful (1)  
     disposed of, compared with the Group's net profit                         
                                                                               
(c)  Aggregate value of the consideration given or         Not applicable (2)  
     received,                                                                 
                                                                               
     compared with the Group's market capitalisation as                        
     at                                                                        
                                                                               
     22 February 2008, being the last market day                               
     immediately preceding the date of the Agreement.                          
                                                                               
(d)  Number of equity securities issued by the Company        907.75% (3)      
     as consideration for an acquisition, compared with                        
     the number of equity securities previously in                             
     issue.                                                                    

Notes:

 1. Not meaningful as the Group was in a net loss position for the financial
    year ended 31 December 2007.
   
 2. Not applicable as the shares of the Company were suspended from trading on
    the SGX-ST on 29 August 2002.
   
 3. Based on (i) the maximum Consideration payable of 6,624,700,000
    Consideration Shares, and (ii) the issued share capital of the Company of
    729,794,588 shares as at 25 February 2008.
   
As the relative figure under Rule 1006 (d) exceed 100%, the Proposed
Acquisition is considered a "Very Substantial Acquisition or Reverse Takeover"
as defined in Chapter 10 of the Listing Manual.

Accordingly, the Completion shall be conditional upon, inter alia, the
necessary due diligences conducted, the approval of the Company's shareholders
at a general meeting, and the approval of the SGX-ST (or such relevant
regulatory authority, as the case may be) being obtained.

(b) Purchase Consideration

The Consideration of up to S$97.5 million shall be fully satisfied by the
allotment and issue of approximately 6.5 billon new Consideration Shares to the
Vendors at the Issue Price of 1.5 Singapore cents per share. The Consideration
was determined on a willing buyer and willing seller basis, taking into
consideration the Enterprise Value. The Inhwa Group of Companies shall be
valued at 15 times x the combined Net Profit After Tax estimated of S$6.5
million for the financial year ended 31 December 2007. The actual number of
shares to be issued shall be based on the audited financials when available and
adjusted accordingly.

(c) Additional Shares for Professional fees

As payment for professional fees in respect of services rendered to the Company
in connection with the Company's restructuring efforts, the Company shall allot
and issue up to 50 million new shares to certain executives named below, and
also 4.7 million new shares for services of its previous Chief Financial
Officer ("CFO").

The Company used the value of the services rendered as the base to derive at
the respective number of new shares to be issued to each of the executive, at
the consideration of 1.5 Singapore cents per share. Please refer to the table
below for the details:

Executive                            No. of shares S$ equivalent of value
                                                   of services rendered  
                                                                         
Ms Geraldine Goo                        10,000,000       S$150,000       
                                                                         
Mr R Kalaichelvan                       10,000,000       S$150,000       
                                                                         
Mr Christopher Beneyto                  10,000,000       S$150,000       
                                                                         
Mr Rasheed Thaiyar                       9,500,000       S$142,500       
                                                                         
Ms Loke Oi Lin                          10,000,000       S$150,000       
                                                                         
Mrs Shanthi Radhakrishnan                  500,000        S$ 7,500       
                                                                         
Mr Ong Chee Han (previous CFO)           4,700,000       S$ 70,500       

(d) Further Announcements

Further announcements regarding the Proposed Acquisition will be made
immediately when the Consolidation of the Unaudited Financials for Financial
Year ended 31 December 2007 of Inhwa Group are available, and upon the signing
of the conditional Sales and Purchase Agreement for the execution of the
Proposed Acquisition.

2) PROPOSED DISPOSAL OF SUBSIDIARY

We refer to our announcement dated 25 February 2008 in relation to the disposal
of the Company's entire shareholding in its wholly owned subsidiary, Penton
Resources (UK) Ltd.

We wish to provide the following additional information:

(a)  Net asset value of Penton Resources (UK) Ltd :       Approximately £65,000
                                                                               
     (i)- As at 31 December 2007 (based on audited        Approximately £1,000 
     financials)                                          (1)                  
                                                                               
     (ii)-As at 29 February 2008 (based on unaudited                           
     financials)                                                               
                                                                               
(b)  Loss incurred by Penton Resources (UK) Ltd for       Approximately £      
     financial year                                       231,000              
                                                                               
     ended 31 December 2007 (based on audited financials)                      
                                                                               
(c)  Lease obligations of Penton Resources (UK) Ltd as at Approximately £38,000
                                                                               
     31 December 2007                                                          
                                                                               
(d)  Amount set aside for payments to the Penton          Approximately £6,000 
     Resources (UK) Ltd's Auditor and Computershare                            

Note:

(1) The decrease in net asset value of Penton Resources (UK) Ltd as at 29
February 2008 as compared to 31 December 2007 was mainly due to approximately £
43,000 in amount owing from Penton International Ltd written off in Penton
Resources (UK) Ltd's books.

The purchaser, KCA Secretaries Ltd, is not related to any director or
substantial shareholder of the Company.

None of the director or substantial shareholder has any interest in the
disposal save for their interest arising by way of their shareholdings and /or
directorship, as the case may be, in the Company and the subsidiary.

Given the Company is withdrawing from PLUS, the Company shall not make any
further announcements on PLUS and the shareholders could refer to www.sgx.com
for all future announcements made by us.

BY ORDER OF THE BOARD

AKM Ismail

Managing Director

1 March 2008




                                                                      

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