First Apex to Provide $20M Loan to First Mobile (HKG:0865)

   Date:2012-02-15

On 3 February 2012, First Apex Investments Limited, a party nominated by the investor (which is Asia Debt Management Hong Kong Limited or Jinwu Limited) to provide part of the stand-by working capital facility (which is for an amount of not less than HK$50 million), entered into the FA Loan Agreement with First Mobile (HKG:0865) pursuant to which (i) First Apex has agreed to grant a working capital facility of HK$20 million to First Mobile secured by common security documents; and (ii) First Mobile has agreed to issue the FA Option to First Apex with which First Apex may subscribe for 114.286 million convertible preference shares (CPSs) of First Mobile at an exercise price of HK$20 million, representing HK$0.175 per CPS.

Trading in the shares of First Mobile has been suspended since 9:30 a.m. on 27 November 2009 and will remain suspended until further notice.

The loan in the amount of HK$20 million will be used as working capital to further develop First Mobile's products in Indonesia following the launch of advertising and marketing campaigns by the group in 2011.

As at 14 February 2012, the investor had made available to First Mobile working capital loan of HK$33 million in aggregate.

The entire issued share capital of First Apex is wholly and beneficially owned by Ben Sharma, a businessman involved in the distribution of major-brand mobile phones and accessories and has over 30 years of experience in this industry.

First Mobile's directors propose to reorganise the share capital of the company in the following manner: the par value of each issued share will be reduced from HK$0.10 to HK$0.0005 (instead of HK$0.00025 as previously announced) and the credit in the amount of HK$193.6 million arising from such reduction will be applied against the accumulated losses of the company; the entire amount standing to the credit of the share premium account will be cancelled and the credit arising from such cancellation will also be applied against the accumulated losses of the company; every 10 issued shares of HK$0.0005 each will be consolidated into one adjusted share, as a result of which 1,945,996,565 issued shares of HK$0.0005 each will be consolidated into 194.6 million adjusted shares; the unissued share capital in the authorised share capital will, after the capital reduction and the share consolidation, be cancelled and the authorised and issued share capital will be reduced to HK$972,998.28; and (5) upon the capital reduction, the share consolidation and the unissued share capital cancellation becoming effective, the company's authorised share capital will be increased from HK$972,998.28 to HK$500 million divided into 100 billion adjusted shares.
 

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