The listed entity of Costarella Design Ltd is preparing to change its activity and name after acquiring Asian Centre for Liver Diseases and Transplantation Ltd.
The company has entered into a share sale and purchase agreement to acquire ACLDT for $36.9 million through the issue of 184,630,400 new shares in the company at a price of 20 cents a share.
At the same time, the company has entered into a sale of shares deed with director Aurelio Costarella to sell the entire issued capital of the subsidiary, which operates the wholesale fashion business, for $220,000.
See the full announcement below.
Further to the announcement dated 18th December 2008 regarding the proposed acquisition of Asian Centre for Liver Diseases & Transplantation Inc ( "ACLT"), Costarella Design Ltd ("the Company") is pleased to announce that it has entered into a Share Sale & Purchase Agreement to the acquire the entire issued and paid up capital of ACLT ("the Acquisition").
The purchase price for the Acquisition of $36,926,000 will be satisfied by the issue of 184,630,400 new shares in the Company at a deemed issue price of 20 cents each on a post share consolidation and current share price basis.
Contemporaneously with the Acquisition, the Company also wishes to advise that it has entered into a Sale of Shares Deed with Mr Aurelio Costarella, a director of the Company, to sell the entire issued capital of the subsidiary which operates the wholesale fashion business.
The sale price is $220,000 which will involve the cancellation of 18 million shares of the Company held by Mr Costarella.
Both transactions are subject to shareholder approval and the determination by the ASX as to whether the Company will be required to meet the requirements in Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the official list and if so, meeting those requirements.
The Company proposes to undertake a 1 for 16.67 share consolidation and to ensure that it meets the shareholder spread requirements imposed by the ASX. Shareholder approval will be sought for the change in activity and change of the Company's name to Asian Centre for Liver Diseases and Transplantation Ltd.
Following completion of the two transactions, the vendors of ACLT will hold 98% of the Company's total post consolidation shares with Dr. K.C Tan and Ms. Pamela Jenkins who are related parties holding 65.6% of the total issued shares.
As part of the transactions, the current directors will step down from the Board and be replaced by nominees of ALCT.