News
Asean Energy obtains interim court order for spinoffs
2015-01-29 16:05 ET - News Release
Mr. Robert van Santen reports
ASEAN ENERGY OBTAINS INTERIM ORDER FOR SPIN-OFFS / PROVIDES UPDATE
Asean Energy Corp. has received an interim order providing preliminary approval from the British Columbia Supreme Court for its plan of arrangement involving Asean Energy, the holders of record of Asean's common shares, 1016183 B.C. Ltd., 1021916 B.C. Ltd. and 1024954 B.C. Ltd. A notice of annual general and special shareholders meeting will be delivered, along with the information circular, to shareholders of record as at Jan. 20, 2015. The company has scheduled its annual general and special meeting of shareholders at 10 a.m. on March 2, 2015, to approve the arrangement.
Following approval by the shareholders and receipt of the court's final order, the arrangement to spin off subsidiaries 1016183 B.C. Ltd., 1021916 B.C. Ltd. and 1024964 B.C. Ltd. as separate reporting issuers (1) will be completed. Asean Energy shareholders will thereby have a direct interest in three new companies, each free to focus on, and pursue the development of, its respective business.
The board of directors of Asean Energy has determined that the assets being spun out are not financeable or developable directly within Asean Energy under the present circumstances. Under the arrangement, shareholders will have an opportunity to independently assess and ultimately realize value from each Spinco. With direct access to broader public and private capital markets, each Spinco will have an opportunity to issue debt and equity to pursue its unique business model, to finance its expansion, to acquire and develop its licences or technologies, and to establish equity-based compensation programs to better attract, motivate and retain directors, officers and key employees, thereby better aligning management and employee incentives with the interests of shareholders.
(1) Issuers created by way of an arrangement become reporting issuers in the same jurisdictions as the original issuer, and may meet the qualifications for listing on the Canadian Securities Exchange (CSE). Under this process, investors have the benefit of the continuous disclosure record of the original issuer, and the information circular published for the arrangement which has been approved by the court.
Update on the Spincos
Upon completion of the arrangement, the company's subsidiary 1016183 B.C. Ltd. (Spinco 1) intends to complete the acquisition of Servomarin Sdn. Bhd. (SSB) in accordance with the terms of the letter of intent dated Sept. 15, 2014, to be assigned to it by the company upon completion of the arrangement. In accordance with the terms of the LOI, the company has advanced approximately $210,800 to SSB to date. Funds advanced include $50,000 provided to the company by Heshameldin Fathi Mohamed Khalil through his participation in the company's recently closed $500,000 private placement. Upon completion of the proposed arrangement and transaction, Mr. Khalil will be SSB's president, a director and principal shareholder.
The business of SSB continues to progress. On Jan. 26, SSB notified the company that it had entered into a binding strategic co-operation agreement (SCA) with Inspecta International and its controlling shareholder, whereby Inspecta establishes Inspecta Malaysia, and supports an expanded operational capability jointly with SSB to conduct asset integrity management operations throughout Southeast Asia. This SCA replaces, and significantly expands upon, the Dec. 20, 2014, SCA as previously announced on Jan. 6, 2015, the subject of Asean Energy's proposed spinout of a second domestic subsidiary, 1021916B.C. Ltd. (Spinco 2). Upon completion of the arrangement, Spinco 2 is expected to have similar management, shareholders and share structure as Spinco 1, and assume the common objectives, business goals and obligations specifically agreed to in the SCA, which includes a participating ownership interest in Inspecta Malaysia and the provision of management services. SSB will provide its offices and management services to Inspecta Malaysia, the costs of which will be assumed by Inspecta Malaysia, and participate at a minimum of 10 per cent of the profits of all projects and businesses of Inspecta Malaysia worldwide, to be distributed quarterly.
Inspecta International was established in 1991 and is headquartered in Abu Dhabi, United Arab Emirates. It is a leading provider of services in the UAE, Saudi Arabia, Qatar, Iraq, Oman, Egypt, India, Uganda, United Kingdom and Australia of asset integrity, failure and inspection services in the oil, gas, petrochemical and manufacturing industries. Having such a broad portfolio of services allows it to provide integrity solutions to a number of different clients, including refineries, terminals, petrochemical plants, power stations, offshore platforms, onshore and offshore rigs, pipeline operators, and steel fabricators.
Inspecta International will provide Inspecta Malaysia with all necessary support and documentation requirements for contract prequalification as requested by prospective clients, as well as engineering, equipment, personnel support, training and general access to its worldwide assets and resources, at cost.
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