Asia Pacific Resources Ltd.: Rights Offering For Up To $ 30 Million Debenture Conversion
2002
VANCOUVER, British Columbia--(BUSINESS WIRE)--Feb. 15, 2002
RIGHTS OFFERING
Asia Pacific Resources Ltd. (Stuttgart:APQ) (Frankfurt:APQ) (TSE:APQ) (OTCBB: APQCF) (the "Company") is pleased to announce that it has received a final receipt from all Provincial Securities Commissions in Canada for its Rights Offering Prospectus to raise up to $30 million. The Company is also completing the filings required under the U.S. Securities Act to enable the Company to offer the Rights to its U.S. shareholders.
The Company will issue one fully transferable Right to each shareholder of record on February 20, 2002, for each share held. Each Right will entitle the holder to subscribe for one Unit at a price of $0.50 per Unit. Each Unit will consist of 2 1/2 common shares of the Company plus one Warrant. Each Warrant will entitle the holder, on payment of $1.00 per Warrant, to receive an additional 2 1/2 common shares of the Company. Warrants may be exercised at any time up to 4:00 p.m. Vancouver time on April 1, 2003.
The Company expects to mail to its shareholders, on or about February 23, 2002, the Rights Certificate and Rights Offering Prospectus, which provides information concerning the Company, the Somboon Project, the Offering and instructions for exercising Rights. The Rights will commence trading on The Toronto Stock Exchange on February 18, 2002, and will be freely transferable until they expire at 12:00 noon, Toronto time on April 1, 2002. The Warrants will not be listed on The Toronto Stock Exchange; however, subject to compliance with the provisions of the Warrant Indenture and applicable securities laws, they will be fully transferable.
Asia Pacific Resources Ltd. Shareholders Approve Amalgamation
Asia Pacific Resources Ltd. ("Asia Pacific") (TSX: APQ)(OTCBB: APQCF)(FWB: APQ) today announced that its shareholders, at a special meeting held on August 11, 2006, have approved the amalgamation of Asia Pacific, Metro Resources Company Limited ("Metro"), a wholly-owned direct subsidiary of Asia Pacific, and 623827 N.B. Ltd. ("623827"), a wholly-owned direct subsidiary of SRMT Holdings Limited ("SRMT"), that currently holds 85.45% of the outstanding common shares of Asia Pacific. SRMT is a wholly-owned indirect subsidiary of Italian-Thai Development Public Company Limited ("ITD"). Holders of 560,764,616 (or 88.42%) of the outstanding common shares of Asia Pacific voted in favour of the amalgamation.
The amalgamation will result in ITD owning indirectly 100% of the common shares of the company resulting from the amalgamation ("amalco"), which will also be called Asia Pacific Resources Ltd. Following approval of the amalgamation at the special meeting, but immediately prior to the completion of the amalgamation and in accordance with a share transfer agreement between SRMT and 623827, SRMT transferred all of the common shares held by SRMT to 623827 in exchange for additional 623827 common shares. As a result, on the amalgamation the common shares held by 623827 were cancelled without any repayment of capital in respect thereof. Shareholders (other than dissenting shareholders and 623827) received one redeemable special share of amalco for each common share held and SRMT, as the sole shareholder of 623827, was issued one amalco common share, making SRMT the only holder of amalco common shares following the amalgamation.
Amalco will redeem each redeemable special share resulting from the exchange of each common share under the amalgamation for $0.1425 in cash (the "Consideration"). In order to receive the Consideration, shareholders who are not dissenting shareholders must duly complete, execute and deliver to Computershare Investor Services Inc., as depositary, the letter of transmittal together with their common share certificates and such other additional documents as Computershare may reasonably require, if any. Full particulars of the proposed amalgamation were described in the meeting materials mailed to shareholders of Asia Pacific on July 10, 2006. In addition, the meeting materials are available on the SEDAR website at www.sedar.com and contain instructions for such shareholders to receive the cash payable to them in connection with the amalgamation and redemption.
The common shares of Asia Pacific are expected to be delisted from and no longer traded on the Toronto Stock Exchange and suspended from and no longer traded on the NASDAQ over-the-counter bulletin board, the Frankfurt Stock Exchange and the Stuttgart Stock Exchange as soon as possible following the date of the amalgamation, in accordance with the respective rules and policies of each applicable exchange.
Asia Pacific will also make application to cease to be a reporting issuer under Canadian securities laws and intends to apply to cease to be a reporting company under United States securities laws, subject in each case to the satisfaction of applicable regulatory requirements and completion of the amalgamation.
Cautionary Statement Regarding Forward-looking Statements
This document may contain forward-looking statements, relating to the company's operations or to the environment in which it operates, which are based on Asia Pacific's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond Asia Pacific's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in other public filings.
Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Asia Pacific disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Asia Pacific Resources Ltd. Reminds Shareholders of Redemption Offer
Asia Pacific Resources Ltd. ("Asia Pacific") (TSX: APQ)(OTCBB: APQCF)(FWB: APQ) has announced that a special meeting of shareholders of Asia Pacific has been called to consider and, if deemed advisable, approve the amalgamation of Asia Pacific, Metro Resources Company Limited, a wholly-owned direct subsidiary of Asia Pacific, and 623827 N.B. Ltd., a wholly-owned direct subsidiary of SRMT Holdings Limited ("SRMT"). Italian-Thai Development Public Company Limited ("ITD") indirectly holds through SRMT 85.45% of the outstanding common shares of Asia Pacific. SRMT intends to approve the amalgamation. The special meeting will be held on August 11, 2006 at 10:00 a.m. (Pacific Standard Time) at 700 West Georgia Street, 23rd Floor, Vancouver, British Columbia, Canada.
The amalgamation will result in ITD owning indirectly 100% of the common shares of the company resulting from the amalgamation ("Amalco"), which will also be called Asia Pacific Resources Ltd. It is anticipated that the amalgamation will be completed on or about the week of August 14, 2006.
Amalco will redeem each redeemable special share resulting from the exchange of each common share under the amalgamation for $0.1425 in cash (the "Consideration") immediately following the amalgamation. A shareholder who wishes to surrender Share Certificates which are registered in the name of a bank, trust company, investment dealer or broker or other nominee should immediately contact such nominee in order to take the necessary steps to be able to surrender such share certificates and receive the Consideration.
Any questions and requests for assistance should be directed to the Computershare Trust Company. Canada and US: 800-564-6253 or international 1-514-982-7555.
Cautionary Statement Regarding Forward-looking Statements
This document may contain forward-looking statements, relating to the company's operations or to the environment in which it operates, which are based on Asia Pacific's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond Asia Pacific's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in other public filings.
Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Asia Pacific disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Asia Pacific Resources Ltd. Announces Changes to Board of Directors
Asia Pacific Resources Ltd. ("Asia Pacific") (TSX: APQ)(OTCBB: APQCF)(FWB: APQ) today announced that as a result of the completion of the takeover bid for Asia Pacific by SRMT Holdings Limited ("SRMT"), a wholly-owned indirect subsidiary of Italian-Thai Development Public Company Limited, all six of the previously elected directors of the Board have resigned effective June 9, 2006. The outgoing directors are John Bovard, Daniel Mintz, Edan Lee, Lee Graber, Robert Connochie and Arthur Roth. Messrs. William L. Zentgraf, Krisorn Jittorntrum, Per Hofvander, Premchai Karnasuta, Pathai Chakornbundit and Mrs. Nijaporn Charanachitta have been appointed to the Board in accordance with the requirements of the Business Corporations Act (New Brunswick).
Asia Pacific also announced today that as a result of the completion of the takeover bid by SRMT, John Bovard, Chief Executive Officer and President and Robert Scott, Chief Financial Officer have both resigned. Replacing them will be Premchai Karnasuta, President, Ruj Bunduwongse, Chief Executive Officer and Nijaporn Charanachitta, Chief Financial Officer.
Cautionary Statement Regarding Forward-looking Statements
This document may contain forward-looking statements, relating to the company's operations or to the environment in which it operates, which are based on Asia Pacific's operations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, and/or are beyond Asia Pacific's control. A number of important factors could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. These factors include those set forth in other public filings.
Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. Asia Pacific disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.