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Enter Symbol
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Desmond Investments Ltd
Symbol DLC
Shares Issued 15,356,675
Recent Sedar Documents

ORIGINAL: Desmond to buy fruit, nut farms for $65-million (U.S.)

2014-09-03 12:29 ET - News Release

Received by email:

File: Desmond - NR re Vos Acquisiiton (00135154-2).docx

DESMOND INVESTMENTS LTD.
1600 - 609 Granville Street Vancouver, British Columbia V7Y 1C3 Tel:   604.669.1322 Fax:  604.669.3877
DESMOND ANNOUNCES PROPOSED ACQUISITION OF VOS
September 3, 2014 - Vancouver, BC - Desmond Investments Ltd. (TSXV: DLC, "Desmond" or the "Company) is pleased to anno
--->unce that it has entered into a letter of intent (the "LOI") dated August 22, 2014 to acquire (the "Acquisition") AP V
--->os & Seuns (Pty) Limited and its related companies ("Vos"). The Acquisition is at arm's length.
Vos and its related companies are private, family owned and operated, farming operations of mixed fruit and macadamia 
--->nut orchards in South Africa. The property consists of approximately 1300 hectares located close to Desmond's existing
---> macadamia nut processing factory in the province of Mpumalanga, South Africa. Vos currently supplies wet and dry raw 
--->nuts internationally. Further information regarding Vos, including financial information, will be provided when availa
--->ble.
The LOI contemplates a purchase price of US$65,000,000, to be satisfied through the issuance of 135,416,667 common sha
--->res of Desmond at a deemed price of CDN$0.24 per share, and the sum of US$32,500,000 in cash, in exchange for all the 
--->issued and outstanding share capital of Vos. The consideration shares will be subject to escrow and other release sche
--->dules, the terms of which are yet to be finalized. At present it is not contemplated that there will be any change to 
--->the board of directors of Desmond or any material changes to its senior management. 
A concurrent financing will be conducted in connection with the Acquisition in order to satisfy the purchase price req
--->uirements, the terms of which remain to be agreed.  Finder's fees may be payable in connection with the financing, sub
--->ject to compliance with the Exchange's policies and subject to Exchange approval.  Further details on the terms of the
---> financing will be announced when finalized.
Closing of the Acquisition is subject to a number of conditions including the entering into of a definitive agreement,
---> the completion of a financing, receipt of all required shareholder, regulatory and third party consents, including Ex
--->change approval, and satisfaction of other customary closing conditions.  The Acquisition cannot close until the requi
--->red approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.  I
--->f required pursuant to Exchange Policy 2.2, the Company will retain a sponsor in connection with the Acquisition.
Further details regarding the Acquisition will be issued as it becomes available. Trading in the common shares of the 
--->Company will remain halted pending further filings with the Exchange. Investors are cautioned that, except as disclose
--->d in the disclosure document to be prepared in connection with the Acquisition, any information released or received w
--->ith respect to the Acquisition may not be accurate or complete and should not be relied upon.
For further information, contact Mark Pajak at:
Phone: +44 203 259 4071 Fax: +44 203 259 4071 Email: mp@desmondandcompany.com
Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance a
--->nd shareholder approval. The Acquisition cannot be completed until regulatory and shareholder approvals are obtained. 
--->There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the transa
--->ction, any information released or received with respect to the transaction may not be accurate or complete and should
---> not be relied upon.  Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approve
--->d nor disapproved the contents of this press release.  Neither the TSX Venture Exchange nor its Regulation Services Pr
--->ovider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy o
--->r accuracy of this release.
Forward Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties.  State
--->ments in this news release which are not purely historical are forward looking statements, including without limitatio
--->n any statements concerning  the expected results of the Acquisition; completion of the transactions contemplated by t
--->he LOI and the anticipated timing thereof; completion of the any financings and the anticipated timing thereof and the
---> expected use of proceeds from any financings.  Although the Company believes that any forward looking statements in t
--->his news release are reasonable, there can be no assurance that any such forward looking statements will prove to be a
--->ccurate.  The Company cautions readers that all forward looking statements, are based on assumptions none of which can
---> be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ ma
--->terially from those indicated in the forward looking statements.  Readers are advised to rely on their own evaluation 
--->of such risks and uncertainties and should not place undue reliance on forward looking statements.

The forward{‐ ‐}looking statements and information contained in this news release are made as of the date hereof
---> and no undertaking is given to update publicly or revise any forward{‐ ‐}looking statements or information, whe
--->ther as a result of new information, future events or otherwise, unless so required by applicable securities laws or t
--->he TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qu
--->alified by this cautionary statement.





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