TIDMUVEL
RNS Number : 0654R
UniVision Engineering Ltd
03 March 2021
RNS ANNOUNCEMENT: This announcement contains inside information
as stipulated under the UK version of the Market Abuse Regulation
No 596/2014 which is part of English Law by virtue of the European
(Withdrawal) Act 2018, as amended. On publication of this
announcement via a Regulatory Information Service, this information
is considered to be in the public domain.
3 March 2021
UniVision Engineering Limited
("UniVision", the "Company" or the "Group")
Proposed PDMR Dealing
UniVision (AIM: UVEL), the Hong Kong based group whose principal
activities are the supply, design, installation and maintenance of
closed circuit television (CCTV) and surveillance systems, and the
sale of security related products, announces that it has been
informed by its Chairman, Stephen Koo, that he has entered into a
non-binding Memorandum of Understanding ("MOU") with SinoCloud
Group Limited, an investment holding company listed on the Catalist
Board of the Singapore Stock Exchange ("SinoCloud"), to sell
SinoCloud 200,959,700 of his ordinary shareholding in UniVision
(representing approximately 52.4% of the issued share capital of
the Company) for a total consideration of HK$89,080,000 million
(approximately GBP8.2 million); equivalent to a price of
approximately 4.1 pence per Ordinary Share, payable in a
combination of cash and new SinoCloud ordinary shares ("Proposed
Transaction").
The Proposed Transaction is subject to a number of
pre-conditions, including satisfactory due diligence on UniVision
by SinoCloud, an equity fundraising by SinoCloud and approval by
SinoCloud's shareholders of the Proposed Transaction in general
meeting. The pre-conditions are set out below and, even if these
pre-conditions are satisfied, the Proposed Transaction is not
expected to complete until sometime in April 2021. As envisaged in
the MOU, Stephen Koo would retain 78,744,000 Ordinary Shares in
UniVision, representing 20.52% of the issued share capital and
remain as Executive Chairman.
SinoCloud has made a regulatory announcement to the Singapore
Stock Exchange regarding the signing of this MOU.
Pre-conditions for the Proposed Transaction
The MOU is non-binding and has been executed to demonstrate the
sincerity and the agreement by Stephen Koo and SinoCloud to
progress these negotiations. The MOU is subject to, inter alia, due
diligence, agreement by all parties on terms of the share purchase,
execution of a definitive sale and purchase agreement with terms
and conditions (including, but not limited to pricing, number of
Stephen Koo's UniVision shares to be acquired by SinoCloud, and
terms of payment) to be agreed by Stephen Koo and SinoCloud and
approval by SinoCloud shareholders.
At this time, there is no certainty or assurance that the
Proposed Transaction will complete.
Information on SinoCloud and potential benefits for
UniVision
SinoCloud is listed on the Catalist Board of the Singapore Stock
Exchange. It has been listed on the Singapore Stock Exchange since
2004 and was formerly known as Armarda Group Limited until August
2015. It began as an IT services provider, but in the last 10 years
it has diversified into various IT-related investments. Its major
current investment is a majority holding in a T4 Internet Data
Centre in Guiyang, China. The board of SinoCloud believes that it
can add value to UniVision, to assist the Company to grow by
allowing it access to additional funds, introduced by SinoCloud, to
expand the Group's business as well as providing data storage
facilities (through its Data Centre business) for UniVision to
offer alongside its current services.
As part of the MOU, SinoCloud has undertaken to both Stephen Koo
(as the potential vendor) and the Company that:
(a) SinoCloud will enter into a Relationship Agreement with the
Company to govern its future relationship with UniVision,
conditional upon completion of the Proposed Transaction;
(b) SinoCloud will use its best endeavours to ensure that
UniVision will continue to be able to comply with the QCA Corporate
Governance Code in relation to its admission to trading on AIM;
and
(c) whilst SinoCloud may seek board representation on the
Company's board to be able to monitor its investment, SinoCloud's
current intention is to allow the Company to continue to trade as
an independently operated business, with the current executive
management, admitted to trading on AIM.
SinoCloud has also undertaken to Stephen Koo and the Company
that the definitive sale and purchase agreement will include a term
that, should the Proposed Transaction complete, SinoCloud agrees to
make a minimum funding facility of HK$10.0 million available to
UniVision within three months of completion of the sale and
purchase agreement, by way of a loan facility on normal commercial
terms to be agreed. SinoCloud intends to seek such funding facility
in due course.
Shareholders are reminded that the UK Takeover Code does not
apply to UniVision and, should the Proposed Transaction complete as
envisaged, SinoCloud will own 52.4% of the issued share capital of
UniVision. SinoCloud has indicated that it has no current intention
to make a general offer for all of the share capital in the
Company.
Further announcements will be made by the Company as
appropriate.
For further information visit www.uvel.com or contact :
UniVision Engineering Limited Tel: +852 2389 3256
Stephen Koo, Chairman www.uvel.com
Danny Kwok Fai Yip, Finance Director
Nicholas Lyth, Non-Executive Director Tel: +44 (0)7769 906686
SPARK Advisory Partners Limited Tel: +44 (0)20 3368 3551
(Nominated Adviser)
Mark Brady / Neil Baldwin www. sparkadvisorypartners.com
SI Capital Limited Tel: +44 (0)1483 413500
(Broker) www.sicapital.co.uk
Nick Emerson
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
DSHUPUBPWUPGGWW
(END) Dow Jones Newswires
March 03, 2021 08:32 ET (13:32 GMT)
Univision Engineering (LSE:UVEL)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Univision Engineering (LSE:UVEL)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
