VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 4, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES
Maple Peak Investments Inc. ("Maple Peak") (TSX VENTURE:MAP.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is pleased to announce its proposed Qualifying Transaction to become a Tier 2 Investment Issuer through the acquisition of such number common shares ("Melco Shares") of Melco International Development Ltd. ("Melco") equal to $2,375,000 (such acquisition, the "Melco Investment") and such number of common shares ("MelcoLot Shares") of MelcoLot Limited ("MelcoLot") equal to $125,000 (such acquisition, the "MelcoLot Investment"), subject to receipt of all necessary regulatory and Exchange approvals. The Melco Investment and the MelcoLot Investment (together, the "Transactions") will collectively constitute Maple Peak's "Qualifying Transaction" as defined by Policy 2.4 of the Exchange.
About Melco International Development Ltd.
Melco was incorporated on June 4, 1910 under the laws of Hong Kong and its principal executive office address is located at Penthouse 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong. Melco is an investment holding company listed on the The Stock Exchange of Hong Kong Limited ("SEHK") which, along with its subsidiaries and associates, operates in two segments: (i) gaming, leisure and entertainment; and (ii) property and other investments. The gaming, leisure and entertainment segment mainly comprises provision of catering, entertainment and related services, lottery business, electronic gaming machine participation and design, manufacture and distribution of gaming chips and plaques. The property and other investments segment mainly comprises property investments, available-for-sale investments, amounts due from associates and related segment bank balances, which receives interest income and property rental income.
About MelcoLot Limited
MelcoLot was incorporated on November 26, 1998 under the laws of the Cayman Islands and its principal executive office address is located at Room 3701, 37th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong. MelcoLot is an investment holding company listed on Growth Enterprise Market ("GEM") of the SEHK and that is engaged in the provision of lottery-related technologies, systems and solutions in the People's Republic of China.
About the Proposed Melco Investment and MelcoLot Investment
Maple Peak plans to acquire from the open market that number of Melco Shares equal to $2,375,000 divided by the last closing price of the Melco Shares on SEHK and that number of MelcoLot Shares equal to $125,000 divided by the last closing price of the MelcoLot Shares on GEM.
Completion of the Melco Investment and the MelcoLot Investment are conditional upon all necessary regulatory and shareholder approvals, including final approval of the Exchange.
Shareholder Approval and Meeting
Both the Melco Investment and the MelcoLot Investment may be considered a "Related Party Transaction" (as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")) due to Mr. Lawrence Yau Lung Ho currently also serving as the Chairman and Chief Executive Officer of Melco and Dennis Chi-Wai Tam and Samuel Yuen-Wai Tsang currently also serving as executive directors of MelcoLot.
As the Transactions may each be considered a Related Party Transaction, accordingly, the Transactions require (among other things) Majority of the Minority Shareholder Approval (as such term is defined in MI 61-101) at the Meeting (as defined below). As a result, the Transactions are conditional upon (among other things) being approved at the Meeting by a Majority of the Minority Shareholder Approval. MI 61-101 further provides that, unless exempted, an issuer proposing to carry out a Related Party Transaction is required to engage an independent valuator to prepare a formal valuation of the affected securities and to provide to the holders of the affected securities a summary of such valuation. In connection with the Transactions, an exemption from this valuation requirement is available pursuant to MI 61-101, because none of the securities of Maple Peak are listed or quoted on any of the exchanges or markets listed in MI 61-101. Maple Peak expects to call a special meeting of shareholders of Maple Peak ("Meeting") to consider (among other matters) the Majority of the Minority Shareholder Approval of the Melco Investment and MelcoLot Investment.
Management Information Circular filed on SEDAR
Maple Peak expect to prepare a management information circular setting out the purposes of and the required approvals to be passed at the Meeting (the "Circular"), which shall be filed on SEDAR (www.sedar.com) pursuant to Exchange requirements in connection with the Melco Investment and the MelcoLot Investment. The Circular shall be the disclosure document that outlines, among other items, the details of the Melco Investment and MelcoLot Investment, information about Maple Peak, Meclo and MelcoLot and their respective business, including financial statements of Maple Peak and other financial information relating to Maple Peak, Melco and MelcoLot. Readers of this release are encouraged to review the information in the Circular when available.
About the Directors and Officers of Maple Peak
Following the completion of the Qualifying Transaction, all of the current directors and officers of Maple Peak will remain as directors and officers of Maple Peak with: (i) Samuel Yuen-Wai Tsang appointed as the new Chief Financial Officer and Corporate Secretary; (ii) Lawrence Yau Lung Ho appointed as a new director and the Chairman; and (iii) Robert Kang appointed as a new independent director. Information regarding all proposed directors and officers shall be included in the Circular.
Pursuant to the Policy 2.2 of the Exchange, sponsorship is required in conjunction with a Qualifying Transaction; however, Maple Peak has requested a waiver of sponsorship.
About Maple Peak
Maple Peak, a capital pool company within the meaning of the policies of the Exchange, was incorporated in February 7, 2013 and was listed on the Exchange on October 1, 2014. Maple Peak does not have any operations and has no assets other than cash. Maple Peak's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Trading of the common shares of Maple Peak remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Policy 2.4 of the Exchange. Further details of the proposed transaction will follow in future press releases.
ON BEHALF OF THE BOARD OF DIRECTORS OF MAPLE PEAK INVESTMENTS INC.
Dennis Chi-Wai Tam, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director
Certain information provided in this press release regarding Melco and MelcoLot has been provided to Maple Peak by the respective parties and has not been independently verified by Maple Peak.
Completion of the Transactions is subject to a number of conditions, including but not limited to, Exchange acceptance and pursuant to Exchange Requirements, majority of the minority shareholder approval. The Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Maple Peak believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Maple Peak disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.