Centiva Capital Inc. (TSX VENTURE: CVC) ("Centiva") announced today
that it has mailed the Notice of Meeting and Management Information
Circular in connection with the Annual and Special Meeting (the
"Meeting") of shareholders to be held on September 23, 2011. The
Meeting has been called to, among other things, consider the
previously announced proposed reorganization of Centiva under which
substantially all of Centiva's existing businesses and assets will
be transferred to Aylen Capital Inc., a wholly-owned subsidiary of
Centiva, and the shares of Aylen will then be distributed to
Centiva's shareholders on a share for share basis by way of a
reduction of stated capital. The proposed reorganization will be
completed as a Plan of Arrangement (the "Arrangement") under the
Canada Business Corporations Act.
Financing
If the Arrangement is approved by a majority of the minority
shareholders of Centiva at the Meeting and is approved by the
Superior Court of Justice (Ontario), Centiva will proceed with a
private placement financing (the "Financing") by issuing a minimum
of 20,000,000 common shares and a maximum of 70,000,000 common
shares at a price of $0.05 per share for gross proceeds of between
$1 million to $3.5 million.
New Investments
Centiva has agreed to make the following two investments, both
of which are subject to the completion of the Arrangement and the
Financing.
Investment 1
Centiva has agreed to purchase 1,791,667 common shares of Intech
LCD Group Limited from Trinity Capital Advisors Ltd. for a purchase
consideration of $1.075 million Canadian payable in cash. These
shares represent 17.9% of the outstanding shares of Intech.
Intech, incorporated in Hong Kong, engages in the research and
development, manufacturing and sales of various types of LCD panels
and modules, together with after-sales maintenance services. The
business of Intech was founded in 1987 in China and has a 23-year
history of supplying its customer base of major corporations and
institutions worldwide with industry-leading quality LCD products.
Additional information concerning Intech is included in Centiva's
press release of December 13, 2010.
It is the intention of Centiva to seek to acquire up to a
majority of the shares of Intech at some future date.
Investment 2
Centiva has agreed to acquire 100 common shares, or 100%, of
Gold China Technologies Limited ("Gold China Sale Shares") from DVG
Limited for $700,000 Canadian payable in cash. Gold China is a
special purpose vehicle incorporated in Hong Kong that will serve
as a vehicle for Centiva to indirectly hold:
-- 1,890 common shares of Opus Pictures Co., Ltd. ("Opus Shares"),
representing a 7.0% equity ownership of Opus Pictures; and
-- 1,176 common shares of Zip Cinema Co., Ltd. ("Zip Shares"), representing
a 7.0% equity ownership of Zip Cinema.
It is the intention of Centiva to seek to acquire up to a
majority of the shares of Opus Pictures and Zip Cinema at some
future date.
About Opus
Opus Pictures Co., Ltd. ("Opus") was established in August 12,
2005 in the Republic of Korea by renowned movie producer, Tae Hun
Lee. Currently, Opus is recognized as one of the leading
independent developers, producers, and investors of theatrical
motion pictures in Korea. In 2010, Opus produced and released "THE
MAN FROM NOWHERE," the biggest box office success of the year with
6.2 million box office tickets sold domestically and one of the
highest grossing movies in Korean movie history. Opus licenses its
films to ancillary markets including cable, broadcast television,
and home video/DVD. Its movies are distributed and shown throughout
Asia.
Opus's production capabilities consist of the originating and
financing of motion pictures, as well as the development of the
screenplay and the actual filming activities and post-filming
editing/post-production process. Opus works in cooperation with
Korea's major distribution companies for the release of its films
and, at times, participates in its productions as an investor. Opus
also opportunistically acquires distribution rights to motion
pictures produced by third parties for distribution in theatrical,
video and television markets in Korea.
Opus' principal office is located in Seoul, Korea.
About Zip
Zip Cinema Co., Ltd. ("Zip") is a Korean movie production firm
founded by veteran film producer Eugene Lee, who was named in 2007
as one of the world's "10 Producers to Watch" by Variety, the
leading Hollywood journal. The company was incorporated on December
23, 2005 in the Republic of Korea. Zip engages in the development,
production, financing, and distribution of theatrical motion
pictures with a strong commitment to bringing the most original
movies to the moviegoers from the most innovative Korean
filmmakers. From its early days, Zip has achieved notable critical
and box office success with such hits as "VOICE OF A MURDERER"
(2006) which sold 3.25 million tickets at the domestic box office
and "HAPPINESS," a film that premiered at the Toronto International
Film Festival in 2007. More recently, "WOOCHI" (2009), with 6.2
million tickets sold domestically, became one of the highest
grossing movies in Korean movie history and also achieved
significant success in overseas markets. "HAUNTERS" (2010), its
latest release, also achieved over 2.5 million tickets
domestically, establishing Zip's reputation as a serial hit-maker.
Films produced by Zip are licensed to ancillary markets including
new media, cable, broadcast television, and home video/DVD and its
films are distributed and shown throughout Asia.
The office of Zip is located in Seoul, Korea.
Required Approvals
The Financing and the two new investments by the Company are
subject to completion of the Arrangement. The Arrangement is
subject to various approvals which have not yet been obtained
including approval by a majority of the minority shareholders of
the Company, approval by the Superior Court of Justice (Ontario)
and approval by the TSX Venture Exchange.
Included in this news release are matters that constitute
"forward-looking" information within the meaning of Canadian
securities law. Such forward-looking statements may be identified
by words such as "plans", "proposes", "estimates", "intends",
"expects", "believes", "may" or words of a similar nature. There
can be no assurance that such statements will prove to be accurate.
Actual results and future events could differ materially from such
statements. Factors that could cause actual results to differ
materially include among others, regulatory risks, risk inherent in
foreign operations, commodity prices and competition. Most of these
factors are outside the control of the Company. All subsequent
forward-looking statements attributable to the Company or its
agents are expressly qualified in their entirety by these
cautionary comments. Except as otherwise required by applicable
securities statutes or regulation, the Company expressly disclaims
any intent or obligation to update publicly forward-looking
information, whether as a result of new information, future events
or otherwise.
Neither the Exchange nor its regulation services provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or the accuracy of this
release.
Contacts: Centiva Capital Inc. John D. Pennal President (416)
956-4926
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