Berkeley Coffee & Tea will acquire 100% of the issued and outstanding capital stock of DTS8 Holdings, a Hong Kong company which owns 100% of DTS8 Coffee, a wholly owned foreign subsidiary entity corporation in China, by issuing $4,000,000 worth of bonds payable in favour of the owner of DTS8 Holdings.
The bonds are payable at the end of 60 calendar months from closing date or earlier on a mutually agreed date, and bear interest at the rate of 3% per annum. Interest on the bonds will be calculated, accrued and paid annually.
The closing of the acquisition will occur no later than April 30, 2012, or earlier pending receipt of the audited financial statements of DTS8 Holdings. There are material relationships by and among the parties to the agreement. Sean Tan owns 100% of the issued and outstanding capital stock of DTS8 Holdings, and is the chief executive officer of both Berkeley and DTS8 Coffee (Shanghai). Berkeley commissioned a third party independent appraisal of DTS8 Holdings.
Source: Berkeley Coffee
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