BVI Company News

On November 15, 2006, a BVI-registered company Equator Exploration Limited announced  having received an unsolicited proposal concerning a possible offer for the company.

Since Equator’s announcement, it has held preliminary talks with the party that made the proposal. However, now the discussions have terminated.

Also, Equator Exploration Limited has received preliminary expressions of interest from a number of other parties. The interest was related to strategic transactions involving Equator. The above-mentioned expressions of interest and the strategic options available to the company are considered by the Board. However, it is not clear yet whether this process is about to result in a transaction or proposal being made or implemented.

Equator Exploration Limited registered in the British Virgin Islands and subjected to the law of the British Virgin Islands deals with the exploration and development of oil and gas projects in  West Africa.

A British Virgin Islands-based company Cobalt Holding Company Limited will begin a takeover bid for Courts Jamaica Limited.

In accordance with a statement from the Board of Courts Jamaica, the company received an offer from Cobalt Holding Company Limited to purchase all the ordinary shares in the furniture retail chain.

Shareholders have been offered USD 4.25 for a stock. After trading, the share price was USD 3.85. The offer to shareholders expires on December 18, 2006. The Board of Courts is hoping shareholders will carefully consider the takeover offer.

Established in St. Lucia, Cobalt was aimed at acquiring the Caribbean assets of Courts PLC. It is a wholly owned subsidiary of a BVI-based corporation, Regal Forest Holding Company, dealing with the sale of furniture and equipment internationally.

China International Enterprises Inc. on November 16 has made an announcement on filing a certificate of domestication with the state of Delaware and soon issue of certificate of discontinuance of the company in Canada. These are the final stages of company’s redomiciliation. Company’s name will be China Software Technology Group Co., Ltd., and new trading symbol will be CSWT.

China International Enterprises Inc. is a holding company for a British Virgin Islands corporation Heng Xing Technology Group Development Limited, the only asset of which is China-based company Shenzhen Hengtaifeng Technology Co., Ltd. (HTC). Heng Xing is the owner of 100% shares of HTC, which is located in the Hi-tech Industrial Park in the Nanshan District, Shenzhen, China.

Shenzhen Hengtaifeng Technology Co., Ltd. was founded on July 5, 1995, entered the market in 1996 and at the moment it has more than 110 customers in more than 20 provinces of China. Its general specialization is providing application software and system integration services for Chinese enterprises. It also produces housing accumulation fund software and credit guarantee management software products, develops family planning and property management software. The company was the first individual enterprise certificated by China Information Industry Department as a “Software Supplier”, and was honored by Shenzhen Technology Bureau as a “High and New Technology Enterprise”.

Medifocus Inc., a capital pool company, has made an announcement about the qualifying transaction with Celsion (Canada) Limited and its shareholders. The agreement between the companies is reported to be dated November 10, 2006.

In connection with the qualifying transaction, Medifocus has entered into a Share Exchange Agreement, under the terms of which the closing of the transaction is conditional upon, among other things, the completion of a concurrent public offering of company common shares, in an amount mutually acceptable to Medifocus and Celsion Canada. Subject to the terms and conditions of the Share Exchange Agreement, Medifocus has agreed to buy, and the shareholders of Celsion Canada have agreed to sell all of the Celsion shares to Medifocus. The direct purchase of the Celsion shares will be made by the payment of $166,667 and issuance on the closing date of 10,000,000 Medifocus Shares at a deemed issue price of $0.50 per share.

Medifocus Inc. is incorporated under the laws of Ontario province in Canada, and is a reporting issuer in the provinces of Ontario, Alberta and British Columbia.

Celsion (Canada) Limited is the owner of a proprietary medical technology, the Adaptive Phased Array technology, which precisely focuses microwave radiation to heat and destroys tumours. It is a corporation existing under the laws of Ontario. Its major shareholders are Dr. Augustine Cheung (the chief executive officer and a director of Celsion Canada), and Wy-Mann International Limited, a corporation incorporated under the laws of British Virgin Islands. Dr. Cheung is the registered and beneficial holder of fifty (50) Celsion Shares and Wy-Mann International is the registered and beneficial holder of twenty-five (25) Celsion Shares.

Under the qualifying transaction, the vendors are Dr. Augustine Cheung of Silver Spring, Maryland, Wy-mann International Limited, a British Virgin Islands corporation, Silver Lake Investment Partners Ltd., a British Virgin Islands corporation, Pearl Success Ltd., a British Virgin Islands corporation, Charles Shelton of Sparks, Maryland, and Douglas Stagnaco, Maryland.

As a result of the Qualifying Transaction, Celsion Canada will become a wholly-owned subsidiary of Medifocus. Upon completion of the Qualifying Transaction, Medifocus will carry on the business of Celsion Canada under current Celsion Canada management.

The Canadian company Dynasty Gaming, Inc. has informed on 7 November that it proposes to undertake a non-brokered private placement of up to 10 million units at a price of C$0.50 per unit, for gross proceeds of C$5 million. Each unit will consist of one common share and one common share purchase warrant which will enable the holder to acquire one additional common share at a price of C$0.75 per share, for a period of two years.

The net proceeds of this proposed private placement will be used to secure an 87.5% ownership stake for Dynasty Gaming in Dynasty Limited, a company newly incorporated in the British Virgin Islands to own and manage Dynasty’s Mahjong marketing, operations and prepaid card activities in China. The remaining 12.5% interest in DNY (BVI) Ltd. will be owned by a company controlled by Angela Ho and Peter Kjaer, who intend that the initial capitalization of the BVI company will be US$2,500,000.

China Unistone Acquisition Corp. on November 6 announced the date of its special meeting of stockholders to be November 24. The first date announced previously was November 21, 2006. During this special meeting the stockholders will be entitled to vote on three proposals. The first proposal is the approval the acquisition of two companies - Beijing e-Channels Century Technology Co., Ltd. and Beijing Sihitech Co., Ltd. with its subsidiaries. The second proposal is the approval of the China Unistone 2006 Performance Equity Plan. The third one is the merger of China Unistone into its wholly owned subsidiary registered in the British Virgin Islands, with the purpose of re-domestication of the corporation.

China Unistone Acquisition Corp. is a public company organized for the purpose of acquiring businesses in China. Pursuant to the company’s certificate of incorporation, each China Unistone stockholder who holds shares of common stock issued in China Unistone’s initial public offering has the right to vote against the acquisition proposal and demand that, if the acquisition is consummated, China Unistone convert such stockholder’s shares into cash.

If the holders of 20% common stock shares vote against the acquisition proposal and properly exercise their conversion rights, China Unistone will not finish the business combination.

A UK-based Lonmin PLC, which is the third largest producer of platinum group metals in the world, has announced on Tuesday that it has entered into a binding agreement with AfriOre Ltd, an exploration company domiciled in the British Virgin Islands and operating in Africa.

Lonmin PLC is offering C$498.75 million cash to buy AfriOre Ltd. That means cash offer to shareholders at C$8.75 (US$7.74) per share, for each of AfriOre’s 57 million shares, on a fully diluted basis. This price is 9.4% above AfriOre’s Tuesday closing price of $8 on the Toronto Stock Exchange and above the all-time high of $8.20 set on Oct. 30.

The deal is already supported by the board of directors and shareholders of AfriOre, representing 6.4% of AfriOre’s outstanding common shares, but will require the acceptance of shareholders owning at least 66.6% of the common stock. AfriOre has agreed to pay Lonmin a break fee of $15 million if the transaction does not proceed in certain circumstances.

Warren Newfield, the president and chief executive of AfriOre, has commented in his statement from Road Town, BVI:

“We are pleased to have received the offer from Lonmin, which the board of AfriOre will recommend to shareholders to accept… We believe that this represents the optimum route to maximize value for AfriOre shareholders and other stakeholders, and to ensure steady progress towards mine development at Akanani. Akanani is a large and attractive platinum project, which will benefit significantly from Lonmin’s extensive experience and skills base in the platinum industry.”

Lonmin produced 947,795 ounces of platinum and 1,807,044 ounces of total platinum group metals in South Africa in the 12 months ended Sept. 30. AfriOre’s main assets include the Akanani platinum exploration project in South Africa, where Lonmin also has operations.

CDoor Corp. made an announcement that on November 2 it entered into a letter of intent to acquire 100% of the issued and outstanding shares of BVI-registered Wanxin Bio-Technology Limited (Wanxin), in exchange for 34,000,000 post forward stock-split shares of CDoor.

CDoor intends to forward split its issued and outstanding shares on a basis of 20 new shares for each one old share which would result in the current outstanding shares of 3,025,000 becoming 60,500,000 shares.

Wanxin is the sole shareholder or the owner of the right to acquire all of the issued and outstanding shares in the capital of Hong Kong company Manhing Enterprises Limited; Manhing Enterprises, in its turn, is the registered owner of 82% of the capital of Shanghai Wanxing Bio-pharmaceuticals Co., Ltd. (Shanghai Wanxing). This Chinese company based in Shanghai is a leading country’s developer of genetically engineered recombinant protein drugs and vaccines.

After the proposed acquisition of Wanxin there would be a total of 94,500,000 shares outstanding subject to the possible cancellation of some common shares held by the controlling shareholder, Mr. Ka Yu.

Another announcement made by CDoor Corp. concerned the fact of acquisition of 2,000,000 shares of the company held by Messrs. Lavi Krasney and Asher Zwebner and representing approximately 66% of the issued and outstanding shares of CDoor. The purchaser of the shares, Mr. Ka Yu, by this transaction has become the controlling shareholder of the company.

KS Energy Services Limited has made an announcement related to the information released on 31 August 2006 on the joint venture with Pacific Exploration Pte Ltd. The announcement informs on incorporating a joint venture company Blue Ocean Explorer Limited in the British Virgin Islands, with an authorized share capital of US$50,000 divided into 50,000 shares of US$1.00 each. Now, Blue Ocean is an associated company of KS Energy.

KS Energy Services Limited and Pacific Exploration Pte Limited  both have subscribed for one share in the capital of Blue Ocean, at a subscription price of US$1.00 per share in cash. The above subscription is not expected to have any material effect on the net earnings per share and net tangible assets per share of KS Energy for this financial year.

The Canadian founders of Paradise Poker – a company owned by Sportingbet - shared a payout worth more than £20 million. The payout was made on November 6, after Paradise Poker reached an operating profit contribution of $150 million (£79 million) in the two years since it was acquired by Sportingbet.

It is interesting that the amount of $150m was achieved just before the new anti-gambling law was passed by US legislators last month. Until this new legislation US were the largest online betting market in the world. In response, Sportingbet closed its Paradise Poker operations in the US, and now their website is expected to generate an operating profit of about £10 million a year, while last year figure had been about £60m.

The Paradise Poker’s payout was made to Bonaire, a British Virgin Islands company which is presumably controlled by the Canadian technology experts. With 11.5 % share this BVI-based company is the second largest shareholder of Sportingbet. When Sportingbet acquired Paradise Poker from Bonaire, the latter received the initial amount of £102 mn in cash and 56.6 mn shares. The identities of Bonaire owners are still being kept hidden.

Earlier this year, Bonaire raised £65 mn by selling 17 mn shares when Sportingbet stock was trading at 385p. Additionally, Paradise founders are entitled to a further 10% of all operating profits in the current financial year.