Raffles Capital (ASX:RAF) has made an offer for the full acquisition of NanoSun, and the two companies have entered into an Implementation Deed to facilitate the acquisition.
NanoSun is an unlisted private technology company incorporated in Singapore, which has developed a novel 3D printing method for the fabrication of multifunctional membranes.
These membranes are used in the rejection, adsorption, and degradation of pollutants and disinfection of bacteria for the reclamation of clean water, clean air and clean oil.
The technology is the culmination of research and development, which commenced in 1997 and is centered on a patented titanium dioxide nanotechnology.
NanoSun has commenced installations and is developing a robust development pipeline.
Shareholders will be asked to approve the issue of Convertible Notes with an aggregate face value of $2 million and convertible to 10 million shares at $0.20 per share.
The Notes will mature on 31 December 2017, with interest at 5% per annum to accrue from 1 June 2015.
In further consideration, Raffles will issue Performance Bonds to NanoSun shareholders, with a face value of 12 times the audited Net Profit After Tax of NanoSun from 2015-2017, whichever year is the greatest.
The Bonds will be issued at the time of determination of the relevant NPAT.
The yield of the Bonds is 5% per annum paid every 6 months or accrued at Raffles discretion, and have no maturity date.
Completion of the transaction is subject to Raffles completing due diligence about NanoSun, and vice versa.
Current NanoSun directors and shareholders, Dr Darren Sun and Mr Wong Ann Chai, will continue to be retained by NanoSun.
