ASIA DEVELOPMENT CAPITAL CO. LTD. 
By ?TRANSLATION FOR REFERENCE ONLY?
December 22, 2011
Company Name: Asia Alliance Holdings Co., Ltd. Representative: Kotaro Takamori , President and CEO
(Code No.: 9318 at 2nd Section of Tokyo Stock Exchange)
Contact: Hiroyuki Ueno Corporate Planning Department, General Manager (TEL?03-5638-8562?
Announcement Regarding Issuance of New Shares by Third Party Allotment, Issuance of Stock Acquisition Rights, and Change in Major Shareholder
Asia Alliance Holdings Co., Ltd. ("the Company"), hereby
announces, as set forth below, that it has resolved,
at a meeting of the Board of Directors held on December
22, 2011, to issue new shares ("New Shares") by third-
party allotment and to issue stock acquisition
rights("SAR").
In addition to above proposals, for full recovery and drastic
reconstruction of the Company's management, to elect new
directors are also subject to the approval at the
Extraordinary General Meeting ("EGM")scheduled for February
17, 2012 that has also announced today.
The Company has also announced the proposal titled, "Issuance
of Stock Options (Stock Acquisition Rights)"
to its directors, executive officers, corporate auditors,
employees, or cooperators for the Company based on
Articles
236, 238 and 239 of the Corporate Law." and this is subject
to the approval at the EGM.
Please note that the Company has resolved at a meeting of the
Board of Directors held on November 29, 2011,
same as this matter. However, we have cancelled it because
there is a reason; there are year-end and New Year holidays
between Record date and EGM. Presswork such as shareholders'
name and address on the proxy form and envelops needs more
time than we expected. We apologises the inconvenience
caused to our valued shareholders
1. Outline of Offering
?New Shares?
(1) Payment Date | February 24, 2012 |
Number of New (2) Shares to be Issued | Common Stock 80,000,000 shares |
(3) Issue Price | JPY10 per share |
Total Subscription (4) Amount: | JPY800,000,000 |
Method of Offering or Allotment (Planned ) (5) | By way of third party allotment Itso Limited. 25,000,000 shares (Subsidiary of Sun Hung Kai & Co. , Listed on main board of Hong Kong Stock Exchange) Victory Domain Ltd. 15,000,000 shares (Subsidiary of COL Capital Limited, listed on main board of Hong Kong Stock Exchange) Nozomi Fund I, L.P. 40,000,000 shares |
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?TRANSLATION FOR REFERENCE ONLY?
(6) Others
The above proposal is subject to approval by EGM and shall be
conditioned upon the securities registration statement to be
filed under the Financial
Instruments and Exchange Law of Japan becoming effective.
?Asia Alliance Co., Ltd No. 9 Stock Acquisition Rights?
(1) | Allocation date | February 24, 2012 |
(2) | Total Number of Stock Acquisition Rights | 80,000 units |
(3) | Issue Price | JPY0 |
(4) | Number of New Shares to be Issued | 80,000,000 shares |
(5) | Total Subscription Amount: | JPY1,200,000,000 |
(6) | Exercise Price: | JPY15 |
(7) | Method of Offering or Allotment (Planned Allottee) | By way of third-party allotment Victory Domain Ltd. 32,000 units Dragon Capital Limited 15,000 units Sky Sino Corporation Limited 16,500 units Rainbow Oasis Investme t Limited 16,500 units |
(8) | Subscription Period | January 20, 2012 to January 19, 2014 |
(9) | Others | The above proposal is subject to approval by EGM and shall be conditioned upon the securities registration statement to be filed under the Financial Instruments and Exchange Law of Japan becoming effective. |
Schedule of EGM
?Board of Meeting | December 22, 2011 |
? Record Date for EGM | January 6, 2012 |
? EGM | February 17, 2012 |
? Payment Date | February 24, 2012 |
? Date of Allotment | February 24, 2012 |
? Subscription Period | February 24, 2012 to February 23, 2014 |
*Method of notice of EGM:
http://www.aah.co.jp/
3. Specific Purpose of Use
Proceeds from New Shares of : 90 million yen will be used for
business running cost, 110 million yen will be used for
repayment loan from Join Capital Limited("Join Capital"), and
590 millions of yen will be used for joint investments into
Pre-IPO with leading financial institutions in China.
Proceeds from SAR of: 900 million yen will be used for joint
investments into Pre-IPO with leading financial institutions
in China and 290 millions of yen will be used for investments
into domestic companies
which have aimed to expand more their business by investing
in China and details are as follows:
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?TRANSLATION FOR REFERENCE ONLY?
Details of Use of funds | Amount ?Millions of yen? | Period of use of fund-rise | |
New Shares | Business Running Cost?JPY200 million? ?JPY 90 million: payroll and other cost ?JPY 110million: repayment loan from Join Capital Foreign investment?JPY 590 million? Investment into Pre-IPO, mainly China ?JPY250 million: I joint investments with major venture capital in China ?JPY140 million: joint investments with leading financial institutions in China ?JPY200 million: investments into major hospital in China | 800 (790) | February 2012 to March 2012 |
SAR | Foreign investment?JPY900 million? Investment into Pre-IPO, mainly China A) JPY300 million: joint investments with major venture capital in China B) JPY400 million: joint investments with leading financial institutions in China C) JPY100 million: joint investments into restaurant in China with Japanese companies D) JPY100 million: investment into real-estate development project E) JPY290 million: investments into domestic companies which have aimed to expand more their business by investing in China | 1,200 (1,190) | February 2012 to December 2013 |
?Note?Amount in the parenthetic amount was calculated as an approximate estimate.
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| distribué par | Ce noodl a été diffusé par Asia Alliance Holdings Co. Ltd. et initialement mise en ligne sur le site http://www.aah.co.jp. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2011-12-22 09:12:47 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
| Documents associés | |
| Notice Regarding Issuing New Shares and SAR by Third Party Allotment |
