MURCHISON HOLDINGS LIMITED The Manager
Company Announcement Office ASX Limited
24 November 2015
QUEST INVESTMENTS LIMITED ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE OF 24 NOVEMBER 2015
Murchison Holdings Limited is pleased to announce that its subsidiary Quest Investments Limited has filed this day with the Australian Securities Exchange the attached Announcement.
In particular, we note that the underlying ownership of the regulated entities in Hong Kong - Quest Stockbrokers (HK) Limited - and in Australia - Quest Securities (Australia) Limited - will not change as a result of the proposed transactions. However, all relevant entities will undertake all necessary notifications required of each of them under the relevant licence terms and regulatory requirements.
For further information contact:
Chiang Wee Tiong or Grant A Robertson
Chairman Director/Company Secretary
Murchison Holdings Limited Murchison Holdings Limited
Email : cwt@murchisongroup.com Email: garobertson@murchisongroup.com
By order of the Board of Directors
Chiang Wee Tiong Chairman
7 Dallas Street,
Mt Waverley, Victoria 3149 Australia
Tel: (613) 9807 5639
Fax (613) 9807 0414
Hong Kong1st Floor, Harbour Commercial Building,
122-124 Connaught Road Central, Sheung Wan, Hong Kong
Tel: (852) 2877 6828
Fax: (852) 2596 0451
Attachment
The Directors of Quest Investments Limited ('QST') are pleased to announce they have signed a Subscription Letter addressed to Mr Lok Wai Ming ('Mr Lok') who in turn has signed a Subscription Acceptance Form this day which provides, inter alia, for the acquisition by QST of eighty per cent (80%) of the issued securities in Gold Lord Investments Inc ('Gold Lord') which securities shall be valued at not less than A$124,168,000 in consideration of the issue of 620,840,000 ordinary fully paid shares in QST to Mr Lok ('Agreement').
The Agreement provides, inter alia, as follows:
Mr Lok will transfer eighty per cent (80%) of the issued securities in Gold Lord - a company incorporated in the Republic of Vanuatu - which securities shall be valued at not less than A$124,168,000 to QST in consideration of QST issuing to Mr Lok 620,840,000 ordinary fully paid shares in QST ('Consideration Shares').
Mr Lok shall make available to QST such moneys as will enable QST to prepare the required documentation in furtherance of the transaction referred to therein which amount its estimated to be about A$250,000 and shall be payable as expenses are incurred by agreement between the parties;
subject to the issue of the Consideration Shares, the parties have agreed to do all such acts matters and things to procure:
an account to be taken of all of the assets and liabilities of QST as at 30 June 2015 which shall be verified by an audit thereof by QST's auditors if required by any relevant responsible authority ('quarantined assets and liabilities');
Australia
7 Dallas Street,
Mt Waverley Victoria Australia 3000
Tel: (613) 9807 5639
Fax (613) 9807 0414
Hong Kong
1st Floor, Harbour Commercial Building, 122-124 Connaught Road Central, Sheung Wan, Hong Kong
Tel: (852) 2877 6828
Fax: (852) 2596 0451
the transfer, assignment and novation of the quarantined assets and liabilities to a trust the beneficiaries of which shall be the QST shareholders registered or entitled to be registered as such (including the holders of shares resulting from the cancellation of options and issues of shares referred to in paragraph
hereof) immediately preceding the issue of the Consideration Shares and who also are shareholders registered or entitled to be registered as such on the date of each distribution from the said trust and for the purposes hereof the shares to be issued to Quest Stockbrokers (HK) Limited and Quest Securities (Australia) Limited pursuant to sub-paragraph 2.3.4 hereof and any transferee thereof shall not entitle the holder(s) thereof to be included as a beneficiary. For this purpose, QST shall establish a trust, the initial assets and liabilities of which shall comprise the quarantined assets and liabilities; the beneficiaries shall be the QST shareholders who are registered or entitled to be registered as such (including the holders of shares resulting from the cancellation of options and issues of shares referred to in paragraph 2.3.3 hereof) immediately preceding the issue of the Consideration Shares and who remain as shareholders registered or entitled to be registered as such of QST at the time or times of each distribution from the trust and who shall be entitled to such net assets of the trust in the proportion that the shares held or entitled to be held by each of them immediately preceding the issue of the Consideration Shares bears to the total number of issued shares of QST held by those persons at the date of each distribution; the trustee of which shall be Quest Securities (Australia) Limited ('QSA'); and the object of the trust shall be to distribute the net assets of the trust to the said beneficiaries. In addition to the transfer of the quarantined assets and liabilities, QST shall also transfer any accretion to its net assets from the 1 July 2015 to the date of issue of the Consideration Shares to the aforesaid trust. Should there be a diminution in the net assets during the period 1 July 2015 to the date of issue of the Consideration Shares then QSA in its capacity as trustee of the trust shall pay from the net assets thereof, such amount of the diminution; and,
the cancellation of all options granted to option holders in consideration of the issue of ordinary fully paid shares in QST;
the issue of 5,000,000 ordinary fully paid shares in QST to Quest Securities (Australia) Limited ('QSA') as the agreed introductory fee payable by QST to QSA. It is acknowledged by the parties hereto that the shares issued to QSA as the agreed introductory fee shall not entitle the holders thereof from time to time to participate in the distribution of the quarantined assets and liabilities;
and,
contemporaneously with the issue of the Consideration Shares, the Board of QST will procure:
the appointment of Mr Mr Lok as a director of QST; and,
the retirement of Wong Hung Ngok as a director of QST; and,
QST shall proceed with a capital raising of not less than A$3 million contemporaneously with seeking approval by shareholders of the issue of the Consideration Shares to Mr Lok of which Mr Lok has procured parties to take up not less than A$2 million. A$500,000 of the funds so raised will be paid to the trust referred to at clause 2.3.2 hereof and the balance will be used to provide working capital to Gold Lord;
The underlying ownership of the regulated entities in Hong Kong - Quest Stockbrokers (HK) Limited - and in Australia - Quest Securities (Australia) Limited - will not change as a result of the proposed transactions. However, all relevant entities will undertake all necessary notifications required of each of them under the relevant licence terms and regulatory requirements.
Indicative TimetableWe anticipate that the ASX Listing Committee will consider that ASX Listing Rule 11.1.3 applies to the transactions envisaged pursuant to the Agreement and that the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules.
In the circumstances, the Company does not believe that compliance with Chapters 1 and 2 of the ASX Listing Rules will place any significantly material additional obligations than those envisaged under the Agreement.
2.4 QST will promptly appoint an independent expert to provide a report ('Independent Expert's Report') to the QST shareholders as to the reasonableness and fairness of the proposed issue of the Consideration Shares and any other matter requiring approval pursuant to the Agreement from the perspective of those QST shareholders who are not related to Mr Lok, to be included with Notice of EGM, such Independent Expert's Report to be prepared in accordance with all relevant statutory, regulatory and ASX Listing Rules requirements.
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