INVESTMENTS Delmedica Investments Limited Page 2 2. THE OFFER Delmedica Investments Limited...
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3 Philip Street, #18-00 Commerce Point
Tel :(65) 6415 3102
Fax :(65) 6415 3108
British Virgin Islands (635273)
Delmedica Investments Limited
Private Placement Information Memorandum
I N V E S T M E N T S
1. DISCLAIMER This document does not constitute an open offer or invitation to the general public to subscribe for or purchase any securities and is issued in connection with the Stock Purchase Agreement executed by the Company May 2009. Directors of the Company accept responsibility for the contents of this document. This document has been issued on the condition that it must not be copied or given by any recipient to any other person other than a person authorised to conduct investment business under relevant local securities laws and regulations.
PRIVATE PLACEMENT INFORMATION MEMORANDUM
This document is important. If you are in any doubt about its contents you should consult your stockbroker, solicitor, accountant or other independent financial adviser authorised under relevant local securities laws and regulations. Investment in Delmedica Investments Limited, an unquoted company, is speculative and involves a high degree of risk as well as opportunity for reward. Your attention is drawn to the Risk Factors appearing on page 38.
This document contains information relating to the proposed Private Placement of Shares in Delmedica Investments Limited (the “Company” or “DMI”). To the best of the knowledge of the Directors of the Company the information contained in this document is in accordance with the facts and makes no omission likely to affect the import of such information. The Directors of the Company accept responsibility accordingly.
In subscribing, persons who acquire Shares in the Company under this Private Placement will be deemed to have requested performance on an execution only basis without advice (including advice as to whether the investment is suitable for any particular investor). This document is a Private Placement Information Memorandum issued by the Company and does not constitute a scheme or fund.
2. THE OFFER Delmedica Investments Limited
(Registered in British Virgin Islands No: 635273). Authorised Share Capital: 40,000,000
PRIVATE PLACEMENT OF UP TO 6,000,000 ORDINARY SHARES OF 1.00 and a maximum of 3.50. This is subject to change as the company value is enhanced by new technologies and/or strategic alliances being formed as well as certain milestones being achieved.
The subscription list opened in March 2009 and may be closed at any time thereafter or when the minimum subscription has been subscribed the subscription books of the company may close at any time without prior notice which is at the discretion of the company. The issue is not underwritten by the Directors.
An investment in the Company may not be suitable for all recipients of this document. A prospective investor should consider carefully whether an investment in the Company is suitable for him/her/it in the light of his/her/its personal circumstances and the financial resources available to him/her.
3. IMPORTANT NOTICE An investment in the Company involves a significant degree of risk and may not be suitable for all recipients of this confidential Private Placement Information Memorandum (“the Memorandum”). Prospective investors should consider carefully whether an investment in the Company is suitable for them in the light of their circumstances and the financial resources available to them. Your attention is drawn to the section entitled “Risk Factors” in Part Two of this Memorandum. This Memorandum is provided solely for the use of prospective investors in connection with evaluating the Placement of New Ordinary Shares in the Company.
This Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities or an offer to sell or the solicitation of an offer to buy any securities in circumstances in which such offer or solicitation is unlawful. The distribution of the Memorandum and the sale of New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession the Memorandum comes are required by the Company to inform themselves about and to observe any such restrictions.
The Company reserves the right to reject any offer to purchase New Ordinary Shares in whole or in part, for any reason. It also specifically reserves the right to determine or alter the Placement Price of New Ordinary Shares and/or the timing of the allotment of such New Ordinary Shares and/or the aggregate amount to be raised as set out in this Memorandum or otherwise. This Memorandum is personal to each recipient. Each recipient, by accepting delivery of this Memorandum, agrees to the foregoing.
In making an investment decision, investors must rely on their own examination of the Company and the terms of the Placement, including the merits and risks involved. Potential investors should inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which might be relevant to the subscription, holding or disposal of the New Ordinary Shares.
Neither the delivery of this Memorandum, nor the potential subsequent offer, sale or delivery of any New Ordinary Shares which the Company wishes to place pursuant to the Placement shall in any circumstances imply that the information contained herein concerning the Company is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Placement is correct at any time subsequent to the date indicated in the document containing the same.
No person is or has been authorised in connection with the Placement to give any information or make any representation other than as contained in this Memorandum and, if given or made, such information or representation may not be relied upon as having been authorised by the Company.
Neither this Memorandum nor the information contained in it nor any information or representations supplied or made in connection with the Placement shall form the basis of any contract.
This Memorandum is submitted in connection with the Placement of the securities described herein and may not be reproduced or used for any other purpose. Each recipient of this Memorandum agrees that all the information contained herein is of a confidential nature, that he, she or it will treat such information in a confidential manner, and that he, she or it will not directly or indirectly, disclose or permit his, her or its agents or affiliates to disclose any such information without the prior written consent of the Company. If the recipient does not participate in this Placement, the recipient agrees to return this Memorandum, and any accompanying documentation, to the Company promptly.
The New Ordinary Shares to be issued by the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (“the Securities Act”), or under the securities laws of any state of the United States or under the relevant securities laws of Canada, Hong Kong, Japan or any other jurisdiction and they may not be offered, sold, taken up or delivered directly or indirectly, in or into the United States, Canada, Hong Kong, Japan or any other country, territory or jurisdiction where to do so may contravene local securities laws or regulations, except pursuant to an exemption from, or any transaction not subject to, the registration requirements of the Securities Act or the relevant laws and regulations or any other applicable securities laws and regulations in any jurisdiction. Accordingly, this Memorandum should not be mailed or otherwise distributed or sent in or into the United States, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a breach of any relevant legislation or regulation (unless the Company has confirmed that to do so would not be in breach of such relevant legislation or regulation).
With regard to overseas jurisdictions generally, no action has been taken by the Company, which would permit a Placement of New Ordinary Shares or the circulation or distribution of this Memorandum in any country or jurisdiction where action for that purpose is required by the Company. The distribution of this Memorandum in other jurisdictions may be restricted by law and therefore persons into whose possession this Memorandum comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.
4. TABLE OF CONTENTS 1
5. MANAGEMENT, SECRETARY, ADDRESS, ADVISORS MANAGEMENT / DIRECTORS
Neil White – Director & CEO
Jaswinder Gill – Director
Mourad Mankarios – Non-Exec
Gunnar Helgason – Non-Exec
ADVISORS Professor Todor Popov
Professor Stephan Dunev
COMPANYSECRETARY / CUSTODIAN