BVI Company News

According to Yangtze China Investment Ltd., it has invested USD 5 million in Aesthetic International Holdings Group (BVI) Ltd. in return for a loan convertible into 25% of the share capital of Aesthetic. Aesthetic is the British Virgin Islands holding company for a Beijing-based beauty spa franchise group.

The 15% convertible loan note, which is due in 2011, on a fully diluted basis represents the 25% stake.

A BVI-incorporated company Aesthetic International Holdings Group Ltd. has been set up with a view to facilitate the investment by Yangtze China Investment Ltd. and the subsequent corporate restructuring of the group. The restructuring is to be be implemented after the completion. The group’s restructuring will be completed by Aesthetic with the help of funds invested. In accordance woth Yangtze, the invested funds will also enable the group to raise its profile by means of increased marketing and promotion of brands and products, as well as to expand the research and development team and establish beauty training and franchise management centres.

It should also be noted that this is the 1st investment of Yangtze following its admission to AIM.

Last week, oil and natural gas company Transmeridian Exploration Inc. announced that its board of directors has made some arrangements to complete the proposed acquisition of the company by its BVI-registered subsidiary Trans Meridian International, Inc. (TMI).

Some months ago, Transmeridian Exploration Inc. entered into a definitive merger agreement with TMI pursuant to which the BVI company will make a tender offer of $3 per share, to purchase all of company’s outstanding shares of common stock. One of the milestones towards the completion of the proposed financing arrangements relates to detailed information that was required to be provided by Transmeridian Exploration Inc. until March 21, 2008. In connection to this, Transmeridian’s directors board informed its BVI-registered subsidiary that, if it is not satisfied with such information, or if the financing condition contained in the definitive merger agreement between the company and TMI has not been satisified by March 31, 2008, the company will terminate the definitive merger agreement.

Transmeridian is continuing discussions on the potential acquisition of the company with another interested party, but if it does not enter into agreement with another company, its stockholders may receive less than the $3.00 per share contained in the current agreement with TMI.

A special purpose acquisition company Jaguar Acquisition Corp. announced that BVI-registered China Cablecom Ltd., the consolidated cable network operator and acquirer which signed an agreement and plan of merger with Jaguar in October 2007, has named a new Chief Financial Officer and President. Colin Sung, which was appointed to this post, has resigned from China Cablecom’s Board of Directors, previously he served as Chief Financial Officer for Linktone Ltd., a  well-known provider of wireless interactive entertainment services to consumers and of advertising services through new and traditional media channels in China.

Also, prior to this Mr.Sung served as Corporate Controller of UTi, United States, Inc., a subsidiary of UTi Worldwide Inc., BVI-based global integrated logistics corporation. Additionally, he was Vice President of Finance and Corporate Controller at USF Worldwide, Inc., and Vice President and Corporate Controller of the U.S. operations of Panalpina, Inc., a freight forwarding and logistics company.

The new CFO and President will report directly to Mr. Clive Ng,  who is the founder and Executive Chairman of the BVI company.

The Canadian company Dynasty Gaming Inc. has just  announced the details of its intention to acquire all of the issued and outstanding shares of two companies. Both companies, one of which, Junnet Omnimedia Inc., is based in the British Virgin Islands, and the second one is based in Beijing, China, are controlled by Dr. Wilson Cho, resident of Hong Kong and Dr. Dominic Chan, resident of Los Angeles, USA.

The Letter of Intent was signed on 16 October 2007, under its terms Dynasty proposes to acquire all the shares of these two companies from their current owners, in exchange for the issue of  320 mln new Dynasty Gaming shares, based on a price of Cdn $0.25 per share. This reverse takeover (RTO) transaction is based on a valuation of US $50 mln for the BVI company, and US $30 mln for the Chinese company.

Before closing the transaction, Dynasty must first complete a financing for a minimum of US $30 mln, based on a value of $0.25 per Dynasty share. Upon completion of all conditions under this proposed transaction, the issued capital of the Canadian corporation will increase from over 92.3 mln common shares to over 532.3 mln common shares, excluding any additional shares that may result from the exercise of 24.7 million options and warrants.

The BVI-based Junnet is a distributor of online prepaid cards in China, and a marketer of digital products such as software, music, etc. The Chinese company is engaged in the developing and technical support of these types of digital products throughout China. Dynasty Gaming’s business activities concerning online entertainment distribution and game software development will focus mainly on China.

This month, BVI-registered Balmoral Capital Holdings Inc. (BCHI) signed an Agreement to place its holding ICOM into Sentex Sensing Technologies, Inc. The MOU was announced in April 2007 led to this agreement and a confirmation of financing. Companies’ merger is planned to be completed as quickly as possible, with complete legal formalities and audits.

Sentex is a multi-faceted technology company that specializes in telecommunications services and equipment, wireless communications, etc. Now the company will be manufacturing wireless devices and deploying wireless services, which will be first deployed in the UK. It is projected to gain the status of profitable company in 2008, with over 8-10 million in sales. Now the company is completing merger process  presentations and completing the applications and documentation, to move forward with more than 4 million dollars of financing.

Balmoral Capital Holding Companies is a BVI company focused on all kinds of investment banking services, and its holding company ICOM founded in 1990 provides for various technology based solutions, with key focus in supplying products and services that offer discounted prices for high quality service.

In the beginning of September 2007, Equator Exploration Limited announced the termination of the  agreement related to the conditional merger of with CAMAC Energy Holdings Limited. Equator Exploration, which has its registered address in the British Virgin Islands, made an announcement on 11 June 2007 that it had entered into a conditional merger agreement with CAMAC Energy EP Limited and CAMAC International Limited, relating to a proposed merger of Equator and CAMAC Energy Holdings Limited, a wholly owned subsidiary of CAMAC International Limited.

The Merger Agreement was conditional upon the posting of the AIM Admission Document, to Equator shareholders by no later than 31 August 2007. It has not been possible to produce an Admission Document that would satisfy the requirements of the AIM Rules within the prescribed timeframe, and, as a result of this, the Merger Agreement has been terminated.

Manufacturing company Deswell Industries, Inc., registered in the British Virgin Islands, has made an announcement about the acquisition of additional 24% interest in Integrated International Limited – the holding company for Deswell’s electronics and metallics subsidiaries. The BVI company already has  76% interest in Integrated, so now it becomes its 100% owner.

Purchase price for the 24% interest makes 632,080 common shares of Deswell and a cash payment in the amount of approximately US$413,578 to the minority shareholders of Integrated.

Deswell Industries will hold its 2007 Annual General Meeting on October 9, 2007 in New York.

The Nevada-incorporated JMG Exploration, Inc. has announced the acquisition of Newco Group, Ltd. - a holding company registered in the British Virgin Islands. This BVI company, in its turn, acquires the majority equity interest in Iris Computers Ltd., one of the leading IT product distributors in India.

JMG, which specializes in exploration of oil and natural gas in the United States and Canada,  is going to sign the definitive share exchange agreement with Newco and its shareholders within the next some days. The end of the share exchange is contingent upon receiving the approval of JMG shareholders. However, no assurance can be given that the share exchange between JMG and BVI-based Newco is completed.

The Board of Directors of JMG has approved providing a $3.0 million loan to Newco for the purpose of obtaining a majority equity interest in Iris Computers. The loan to Newco is expected to be made during the next 10 days. If the acquisition of the BVI company by JMG is not completed by the end of 2007, Newco is obligated to repay the loan by that date.

A month ago, BVI-registered UraMin Inc. entered into takeover agreement with CFMM, an indirect wholly-owned subsidiary of French nuclear energy group Areva; according to it, CFMM made cash offer to UraMin in the amount of $2.5 billion, for 100% of  BVI company’s share capital.

After more than 88% of UraMin’s shareholders accepted the cash offer that was at $7.75 per UraMin share, Areva’s subsidiary has raised its total holding in the BVI company to 93%, - that is holding, directly and indirectly, of 301,469,701 shares.

As the holder of more than 90% of the shares of UraMin, CFMM will issue a notice to the BVI company requiring it to redeem the remaining shares not held by CFMM, in accordance with the British Virgin Islands law.  UraMin (BVI) is expected to send a notice of redemption to the remaining shareholders, and then cancel its listing on the Alternative Investment Market of the London Stock Exchange and refuse from trading on the Toronto Stock Exchange.

French nuclear energy group Areva launched an agreed takeover for UraMin Inc., having valued it at more than $2.5 billion, which is a 21% premium over UraMin 20-day average trading price as of June 8, 2007.� It was announced that Areva and UraMin entered into an agreement in respect of Areva’s friendly cash offer for 100% of the share capital of UraMin, while Areva already owned 5.5% of UraMin. The cash offer was pitched at $7.75 per UraMin share.

Also, in connection with the offer, all directors and some other shareholders representing approximately 25% of the outstanding UraMin shares have entered into lock-up agreements with Areva pursuant to which they have agreed to tender all their UraMin shares to AREVA’s offer.

The support agreement entered into between Areva and UraMin provides for, among other things, in case a superior proposal is accepted by UraMin, a right to match in favour of Areva. The agreement also includes a break up fee of US$ 75 million in favour of AREVA under certain circumstances.

UraMin is an emerging Africa-focused uranium producer, having mineral rights in Namibia, South Africa, Mozambique, Botswana, Chad and the Central African Republic. The company was registered in February 2005 in the British Virgin Islands and is listed on London and Toronto stock exchanges. The Company currently has working capital of approximately US$285 million, and a market capitalization of approximately US$2 billion.

UraMin’s shares, which have already doubled this year, jumped another 10% after the sale announcement. The company has three projects that are due to start production by the end of 2009.