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29.10.2010
ALF Group Holdings AG – Questions and Answers to Shareholder Questions
ALF Group Holdings AG – Questions and Answers to Shareholder Questions
Zurich, 29th October 2010 - The Directors of ALF attempt at all times to properly inform shareholders of company events, including how the upcoming resolutions at the EGM affect shareholders.
We have received an overwhelming number of questions. We have taken the liberty to review all the questions and compile a ‘question and answer’ (Q & A) list for shareholders consideration.
We ask that before making any decisions on rejecting any resolutions that you write to ALF expressing your concerns and allow us to see if we can resolve the concerns, worries and any issues that you may have.
If the Q & A does not cover your question please email info@alfgroupag.com. A personal response in English or German will be forwarded within 24 hours.
Q & A
Q: I understand that Kingsley Finance Co Limited (Kingsley) is the major shareholder in ALF. Can you confirm the total number of shares they own or control?
A: ALF has reviewed the holding statements and confirm that Kingsley, as at the close of business on 27th October 2010, owns or controls 96,766,606 shares in ALF. From the 72 million shares being the balance of the shares payable under the agreement to acquire the 50% interest in ALF Group Pty Ltd, Kingsley has acquired a number of parcels of shares, both on and off market and has now increased their holdings by over 24 million shares.
Q: Given the size of Kingsley’s shareholding, is it correct to assume that the resolutions will be passed or rejected depending on how Kingsley votes?
A: Kingsley owns or controls over 50% of all shares in ALF. Kingsley has advised that they are contributing substantially by providing several forms of compensation to shareholders on the company’s behalf. They are expecting that 100% of shareholders should vote in favour of the resolutions and if any shareholder does not currently wish to vote in favour at present, they should direct their reasoning and enquiries to info@alfgroupag.com and we will try to resolve these issues.
Q: Does ALF know how Kingsley will vote?
A: Kingsley has advised ALF that they will be voting in favour of the reverse split and providing that the resolution is passed (resolution 2), then they will vote in favour of every other resolution.
Q: What happens if the reverse split is objected to and voted down by a majority of shareholders or rescinded by one shareholder? ALF has received a strong warning from Kingsley that if the reverse split resolution is not passed, they will abstain from voting on any of the other resolutions and they have confirmed that if ALF is unable to ratify the resolution for the reverse split, for any reason whatsoever, then Kingsley will consider the inability of the company to move forward and complete various obligations as a technical default under the loan agreement and they will immediately move to call up their loan. If ALF is unable to pay back the loan, Kingsley will take control of all assets.
Q: In the event that shareholders approve the resolutions what do I need to do to get my new 1CHF shares?
A: We are advised that ALF’s sponsor issuing bank will contact all shareholders’ banks and the banks will make a simultaneous transfer of new CHF 1. 00 shares for old CHF .01 shares.
Q: OK, so presuming the resolutions get approved what do I need to do to get my Kingsley free shares?
A: Please write to info@alfgroupag.com and confirm your full contact details. We will write to you and confirm the arrangements for the transfer of free shares. Kingsley has agreed to transfer into a designated blocked account the total amount of shares required to meet their free shares obligation.
Q: I understand that I am entitled to buy 5 new CHF 1 shares at a price of CHF 1 each, for every 1 share I get from the reverse split, is this correct?
A: Yes, this is correct.
Q: Is the right to acquire subscription shares based simply on the number of shares that I receive from the reverse split or is it calculated on the shares I get plus the free shares I get from Kingsley?
A: The subscription rights relate to the number of shares received from the reverse split. They do not include the free shares given by Kingsley.
Q: How long after the resolutions are approved will it take to have my CHF 1 shares issued?
A: Our Swiss lawyers indicate that the shares are capable of being issued within 14 clear business days from the date of the passing of the resolutions.
Q: How long after the resolutions are approved will it take for me to receive the Kingsley free shares?
A: The shares will be transferred into a blocked account within 14 days from our request to Kingsley. Thereafter we will authorise the relevant transfer to shareholders of their interest.
Q: How long after I receive my shares will I have to decide if I want to subscribe for the subscription shares in ALF?
A: Normally a company provides 21 days notice, however ALF understand that shareholders may not want to subscribe for shares when there is no uplift. ALF requires shareholders wishing to subscribe on or before the 1st of April 2011 and/or within 21 days from the share price reaching a minimum of 2 Euro (approximately three times the subscription price) over a 7 day period. The Directors believe that this provides shareholders a real opportunity to commit to the subscription only when they see an acceptable uplift in value.
Q: Why would I want to give ALF money when my holdings have dropped 90% in value?
A: ALF doesn’t control the share market. The price in the company’s view does not reflect the company’s real value. The subscription agreement structure, the option agreement and the free shares by Kingsley should not only compensate shareholders but should offer shareholders a substantial upside. In this regard we draw shareholders attention to the fact that Kingsley has increased their holdings by 24m shares.
Q: Can you give shareholders any explanation for the rapid drop in share price?
A: ALF sold almost 30m shares in a series of private placements. This took place earlier this year and these sales were made at Euro 10c. We have been advised that a number of these shareholders liquidated their interest when someone sold the stock down. The company has recorded income in accordance with expectations.
Q: Has the company received a valuation of the company’s current assets and if so what are they worth?
A: ALF has received an independent valuation of ALF Group Pty Ltd (Australian Company), with a current valuation of AUD$125 Million. The valuation is dated 28th September 2010 and has been prepared by industry professionals, Pears (www.pearsca.com.au). A copy of this valuation is held by both ALF’s Swiss Auditors (Ferax Treuhand AG) and ALF’s German lawyers, Landgraf Schneider Rechtsanwaelte PartG, who are preparing ALF’s prospectus and application to move ALF’s listing to the Regulated Market.
Q: I am a shareholder and want to know if there are independent third party documents that confirm the net asset backing, the income and expenditures of the company.
A: There are a number of independent third party documents that can be found on the ALF website at www.alfgroupag.com including the Audited Accounts of ALF Group Pty Ltd (for the 6 months to 30/06/10) and consolidated accounts for ALF (for the 6months to 30/06/10). All documents can be found in the documents section.
Q: I am an investor and took a private placement of shares at Euro 10c in the company’s capital raising earlier this year. The shares have not provided the expected returns. I understand that there is a compensation package to shareholders who subscribed. Is this correct?
A: Yes, for full details write to: subscriptioncompensation@alfgroupag.com and we will provide further details, but essentially if you subscribed for and acquired shares and still hold this number of shares as at the 9th of November you will be entitled to participate. Kingsley will be funding this.
Q: What if I took a Euro 10c placement and sold the shares and have now repurchased. Do I still qualify?
A: As long as you hold the same amount of shares in your account as you acquired in the 10c placement you will be entitled to the compensation.
About ALF Group Holdings AG
ALF Group Holdings AG (ALF) wholly owns ALF Group Pty Ltd and its subsidiaries, which includes one of Australia’s largest litigation funders, and a corporate restructuring services company which also provides funding and debt and equity solutions. It is also an acquirer and developer of distressed assets.
To view:
- 2010 Interim Report: http://www.alfgroupag.com/media/documents/Interim_Report.pdf
- Audited Accounts to 30Th June 2010:
http://www.alfgroupag.com/media/documents/img-8131755-0001_pdf.pdf
- Some of ALFs projects:
http://www.alfgroupag.com/projects/australia/alf-property-1-pty-ltd.html
For further information please contact:
ALF Group Holdings AG
Level 29, Chifley Tower
2 Chifley Square
Sydney, NSW 2000
Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
E-mail: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0044678180">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0044678180</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.
Zurich, 29th October 2010 - The Directors of ALF attempt at all times to properly inform shareholders of company events, including how the upcoming resolutions at the EGM affect shareholders.
We have received an overwhelming number of questions. We have taken the liberty to review all the questions and compile a ‘question and answer’ (Q & A) list for shareholders consideration.
We ask that before making any decisions on rejecting any resolutions that you write to ALF expressing your concerns and allow us to see if we can resolve the concerns, worries and any issues that you may have.
If the Q & A does not cover your question please email info@alfgroupag.com. A personal response in English or German will be forwarded within 24 hours.
Q & A
Q: I understand that Kingsley Finance Co Limited (Kingsley) is the major shareholder in ALF. Can you confirm the total number of shares they own or control?
A: ALF has reviewed the holding statements and confirm that Kingsley, as at the close of business on 27th October 2010, owns or controls 96,766,606 shares in ALF. From the 72 million shares being the balance of the shares payable under the agreement to acquire the 50% interest in ALF Group Pty Ltd, Kingsley has acquired a number of parcels of shares, both on and off market and has now increased their holdings by over 24 million shares.
Q: Given the size of Kingsley’s shareholding, is it correct to assume that the resolutions will be passed or rejected depending on how Kingsley votes?
A: Kingsley owns or controls over 50% of all shares in ALF. Kingsley has advised that they are contributing substantially by providing several forms of compensation to shareholders on the company’s behalf. They are expecting that 100% of shareholders should vote in favour of the resolutions and if any shareholder does not currently wish to vote in favour at present, they should direct their reasoning and enquiries to info@alfgroupag.com and we will try to resolve these issues.
Q: Does ALF know how Kingsley will vote?
A: Kingsley has advised ALF that they will be voting in favour of the reverse split and providing that the resolution is passed (resolution 2), then they will vote in favour of every other resolution.
Q: What happens if the reverse split is objected to and voted down by a majority of shareholders or rescinded by one shareholder? ALF has received a strong warning from Kingsley that if the reverse split resolution is not passed, they will abstain from voting on any of the other resolutions and they have confirmed that if ALF is unable to ratify the resolution for the reverse split, for any reason whatsoever, then Kingsley will consider the inability of the company to move forward and complete various obligations as a technical default under the loan agreement and they will immediately move to call up their loan. If ALF is unable to pay back the loan, Kingsley will take control of all assets.
Q: In the event that shareholders approve the resolutions what do I need to do to get my new 1CHF shares?
A: We are advised that ALF’s sponsor issuing bank will contact all shareholders’ banks and the banks will make a simultaneous transfer of new CHF 1. 00 shares for old CHF .01 shares.
Q: OK, so presuming the resolutions get approved what do I need to do to get my Kingsley free shares?
A: Please write to info@alfgroupag.com and confirm your full contact details. We will write to you and confirm the arrangements for the transfer of free shares. Kingsley has agreed to transfer into a designated blocked account the total amount of shares required to meet their free shares obligation.
Q: I understand that I am entitled to buy 5 new CHF 1 shares at a price of CHF 1 each, for every 1 share I get from the reverse split, is this correct?
A: Yes, this is correct.
Q: Is the right to acquire subscription shares based simply on the number of shares that I receive from the reverse split or is it calculated on the shares I get plus the free shares I get from Kingsley?
A: The subscription rights relate to the number of shares received from the reverse split. They do not include the free shares given by Kingsley.
Q: How long after the resolutions are approved will it take to have my CHF 1 shares issued?
A: Our Swiss lawyers indicate that the shares are capable of being issued within 14 clear business days from the date of the passing of the resolutions.
Q: How long after the resolutions are approved will it take for me to receive the Kingsley free shares?
A: The shares will be transferred into a blocked account within 14 days from our request to Kingsley. Thereafter we will authorise the relevant transfer to shareholders of their interest.
Q: How long after I receive my shares will I have to decide if I want to subscribe for the subscription shares in ALF?
A: Normally a company provides 21 days notice, however ALF understand that shareholders may not want to subscribe for shares when there is no uplift. ALF requires shareholders wishing to subscribe on or before the 1st of April 2011 and/or within 21 days from the share price reaching a minimum of 2 Euro (approximately three times the subscription price) over a 7 day period. The Directors believe that this provides shareholders a real opportunity to commit to the subscription only when they see an acceptable uplift in value.
Q: Why would I want to give ALF money when my holdings have dropped 90% in value?
A: ALF doesn’t control the share market. The price in the company’s view does not reflect the company’s real value. The subscription agreement structure, the option agreement and the free shares by Kingsley should not only compensate shareholders but should offer shareholders a substantial upside. In this regard we draw shareholders attention to the fact that Kingsley has increased their holdings by 24m shares.
Q: Can you give shareholders any explanation for the rapid drop in share price?
A: ALF sold almost 30m shares in a series of private placements. This took place earlier this year and these sales were made at Euro 10c. We have been advised that a number of these shareholders liquidated their interest when someone sold the stock down. The company has recorded income in accordance with expectations.
Q: Has the company received a valuation of the company’s current assets and if so what are they worth?
A: ALF has received an independent valuation of ALF Group Pty Ltd (Australian Company), with a current valuation of AUD$125 Million. The valuation is dated 28th September 2010 and has been prepared by industry professionals, Pears (www.pearsca.com.au). A copy of this valuation is held by both ALF’s Swiss Auditors (Ferax Treuhand AG) and ALF’s German lawyers, Landgraf Schneider Rechtsanwaelte PartG, who are preparing ALF’s prospectus and application to move ALF’s listing to the Regulated Market.
Q: I am a shareholder and want to know if there are independent third party documents that confirm the net asset backing, the income and expenditures of the company.
A: There are a number of independent third party documents that can be found on the ALF website at www.alfgroupag.com including the Audited Accounts of ALF Group Pty Ltd (for the 6 months to 30/06/10) and consolidated accounts for ALF (for the 6months to 30/06/10). All documents can be found in the documents section.
Q: I am an investor and took a private placement of shares at Euro 10c in the company’s capital raising earlier this year. The shares have not provided the expected returns. I understand that there is a compensation package to shareholders who subscribed. Is this correct?
A: Yes, for full details write to: subscriptioncompensation@alfgroupag.com and we will provide further details, but essentially if you subscribed for and acquired shares and still hold this number of shares as at the 9th of November you will be entitled to participate. Kingsley will be funding this.
Q: What if I took a Euro 10c placement and sold the shares and have now repurchased. Do I still qualify?
A: As long as you hold the same amount of shares in your account as you acquired in the 10c placement you will be entitled to the compensation.
About ALF Group Holdings AG
ALF Group Holdings AG (ALF) wholly owns ALF Group Pty Ltd and its subsidiaries, which includes one of Australia’s largest litigation funders, and a corporate restructuring services company which also provides funding and debt and equity solutions. It is also an acquirer and developer of distressed assets.
To view:
- 2010 Interim Report: http://www.alfgroupag.com/media/documents/Interim_Report.pdf
- Audited Accounts to 30Th June 2010:
http://www.alfgroupag.com/media/documents/img-8131755-0001_pdf.pdf
- Some of ALFs projects:
http://www.alfgroupag.com/projects/australia/alf-property-1-pty-ltd.html
For further information please contact:
ALF Group Holdings AG
Level 29, Chifley Tower
2 Chifley Square
Sydney, NSW 2000
Australia
Telephone +61-2-9293-2500
Fax +61-2-9293-2930
Website: www.alfgroupag.com
E-mail: info@alfgroupag.com
Legal Disclaimer
This press release contains forward-looking statements based on beliefs of ALF management. When used in this press release, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. Such statements reflect the views of ALF Group Holdings AG as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, introduction of competing products, lack of acceptance of new products or services and changes in business strategy. ALF disclaims any intention or obligation to update these forward-looking statements.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0044678180">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CH0044678180</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.