As noted in the press release, the management information circular regarding the takeover has been posted at Sedar.com. Below are a few items I thought posters might be interested in.
The Purchaser has deposited the Bankers Termination Fee with the Escrow Agent, to be released in accordance with the terms and conditions of the Escrow Agreement and the Arrangement Agreement. There is nothing in the circular about Geo-Jade's financing of this acquisition or any risks noted that Geo-Jade would not be able to complete the acquisition. Which explains this sentence...
Bankers has not verified the reliability of the information regarding the Purchaser and the Parent included in, or which may have been omitted from, this Information Circular Here are the conditions to closing, which do not have any funding condition other than the deposit of the payment.
Conditions of Closing
Mutual Conditions
(a) Arrangement Resolution. The Arrangement Resolution has been approved and
adopted by the Shareholders at the Meeting in accordance with the Interim Order.
(b) Interim and Final Order. This is the court approval allowing the arrangement to go forward.
(c) Regulatory Approvals. The Regulatory Approvals shall have been obtained.
(d) Illegality. No Law is in effect that makes this illegal.
The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied
(a) Representations and Warranties. Standard contract arrangement. Typically not an issue at all.
(b) Performance of Covenants. Bankers has fulfilled or complied with, in all material
respects, with everything required of it to make this deal happen.
(c) No Material Adverse Effect. (example of what would stop the deal, Albania seizes all of their properties).
(d) No Legal Action. There is no action or proceeding pending or threatened by any person.
Bankers is not required to complete the Arrangement unless each of the following conditions is satisfied
(a) Representations and Warranties. same as above.
(b) Performance of Covenants. The Purchaser has fulfilled or complied in all material
respects with everything required of it to make this deal happen.
(c) No Legal Action. There is no action or proceeding pending or threatened by any person
(d) Corporate Approvals. The Parent and the Purchaser shall have furnished Bankers
with the legal documents that they can buy the company from their Board of Directors.
(e) Deposit of Funds. The Purchaser shall have irrevocably deposited, or caused to be
deposited with the Depositary, and Bankers shall have received written confirmation of
the receipt of such funds by the Depositary, not later than one (1) Business Day prior to
the Effective Date, the aggregate amount that will be payable to the Shareholders under
the Arrangement.
(f) PRC Governmental Approvals. Each of the PRC Governmental Approvals shall have
been obtained on or before June 1, 2016.
(g) Credit Facilities. Not sure what this point is about as it refers to Bankers loans. If any Lender Consent has not been obtained, the Purchaser shall, at or prior to the Effective Time, have made available to Bankers such amounts that are required to repay all indebtedness owing by Bankers pursuant to each of the EBRD Agreement, the IFC Agreement and the Raiffeisen Agreement, as applicable, for which a Lender Consent was not obtained.