02 Jan YuuZoo and Contel Memorandum of Understanding
The board of directors (“Board”) of Contel Corporation Limited (“Company”) wishes to announce that the Company has, on 2 January 2013, entered into a memorandum of understanding (“MOU”) with YuuZoo Corporation (“YuuZoo”) to facilitate the negotiation and finalisation of the definitive documentation (“Definitive Documentation”) in respect of the potential acquisition of YuuZoo, by way of exchange for new ordinary shares of the Company (“Proposed Transaction”).
The Proposed Transaction, if it proceeds to completion, will result in a change in control of the Company and would constitute a “Very Substantial Acquisition” or a “Reverse Take-over Transaction” as defined under Chapter 10 of the listing manual of the Singapore Exchange Securities Trading Limited.
Shareholders should note that the Proposed Transaction remains subject to the Definitive Documentation and the Company and YuuZoo will use their respective best endeavours to negotiate in good faith and sign the Definitive Documentation by 28 February 2013 (or such later date as the parties may agree).
The Company and YuuZoo have agreed that no party shall, for the period commencing from the date of the MOU until the earlier of (i) the execution of the Definitive Documentation; or (ii) 28 February 2013 (or such later date as the parties may agree), solicit or negotiate with any other party for the purposes of entering into the documentation for the transaction that is similar to the Proposed Transaction.
None of the directors of the Company (other than in his capacity as a director or shareholder of the Company) and the substantial shareholders of the Company has any interest, direct or indirect in the Proposed Transaction.
Shareholders are advised to exercise caution in trading their shares as there is no certainty or assurance as at the date of this Announcement that the Definitive Documentation will be entered into, or that the Proposed Transaction will be completed. Shareholders are advised to read this Announcement and any further announcements by the Company carefully. Shareholders should consult their stock brokers, bank managers, solicitors or other professional advisors if they have any doubt about the actions they should take.
BY ORDER OF THE BOARD
CONTEL CORPORATION LIMITED
Thomas Tsang Siu For
Independent Non-Executive Chairman
2 January 2013