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DIGILAND INTERNATIONAL LIMITED ENTERS INTO A MOU.

  • 19 September, 2006 13:07

<p>DIGILAND INTERNATIONAL LIMITED
Company Registration No. 199400571K</p>
<p>ANNOUNCEMENT</p>
<p>DIGILAND INTERNATIONAL LIMITED ENTERS INTO A MEMORANDUM OF
UNDERSTANDING RELATING TO THE PROPOSED SUBSCRIPTION/ACQUISITION OF
SHARES IN XIMETA, INC</p>
<p>The Board of Directors of Digiland International Limited (the "Company") wishes to announce that it has on 8 September 2006 entered into a non-binding Memorandum of Understanding ("MOU") with Advanced Manufacturing Corporation Pte Ltd (“AMC”), a company incorporated in
Singapore and having its registered office at 23 Ubi Crescent, Singapore 408694, the wholly owned subsidiary of Advanced Integrated Manufacturing Corp. Ltd (“AIM”). and Ximeta, Inc (the
“Vendor”), a company incorporated in the United States of America and having its registered office at 161 Whitney Place, Fremont, California 94539, U.S.A. The Vendor is the creator of Network Direct Attached System (NDAS) Technology (“NDAS Technology”) and is in the
business of manufacturing and distributing products using the NDAS Technology. The MOU sets out the principal terms and conditions under which the Company will eventually own 52% of the Vendor’s enlarged issued and paid-up share capital following the acquisition of additional shares of the Vendor (the “Proposed Purchase”) after the exercise of the option by Digiland to subscribe for shares in the Vendor pursuant to the Distributorship Agreement dated 19 November 2005 (as amended by the addendum agreement dated 16 January 2006).</p>
<p>The MOU provides that the aggregate consideration of US$10,574,567 for the Proposed Purchase is to be satisfied by way of cash, shares in the Company (“Digiland Shares”) or a combination of cash and Digiland Shares.</p>
<p>The MOU also provides that the Vendor will grant a share option to some of the current shareholders of the Vendor and the number of shares comprising such share option will be decided by the new board of directors that is formed after the Proposed Purchase.</p>
<p>The MOU further provides that only if there is a need to raise additional working capital from the date of completion of the Proposed Purchase to 31 December 2007, the Vendor will grant a share option over a further 15,000,000 of its new shares (“Option Shares”) to the shareholders of the Vendor following the Proposed Purchase, for subscription at the option share price of US$1.50 per share (“Share Option Exercise”). The number of Option Shares granted to the Company
shall be in accordance with its proportion of the total shareholdings of the Vendor. The Share Option Exercise, if applicable will expire by 31 March 2008.</p>
<p>The parties agree to use reasonable diligence to continue good faith negotiations and subject to satisfactory financial and legal due diligence exercises, to execute and deliver the Sale and Purchase/Shareholders Agreement (“SPS Agreement”) relating to the Proposed Purchase.
When a formal contract is signed by the parties, the Company will make a further announcement. The SPS Agreement is subject to inter alia, the completion of legal and financial due diligence exercises by the Company and the results of the due diligence exercises being satisfactory to the Company at its sole discretion, all necessary consents or approvals (if any) being granted by third parties or governmental or regulatory bodies or competent authorities having jurisdiction over the Proposed Purchase contemplated under the MOU and/or the SPS Agreement (including without limitation but only where required, by the SGX-ST and the relevant licensing authorities); the
approvals of the boards of directors of AMC, AIM and Digiland and if necessary under the rules of the listing manual, the approval of the shareholders of AIM and Digiland at their respective Extraordinary General Meetings to be held to approve the Proposed Purchase.</p>
<p>As there is no certainty whether the Company will proceed with the Proposed Purchase, the Company's shareholders and investors are advised to exercise caution when dealing in the Company's shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant or other professional advisers. The Company will make such further announcements relating to the Proposed Purchase when appropriate.</p>
<p>Save for the interests of Dr Vincent Tan Kim Yong (who is a director and a substantial shareholder of the Company) as a director and substantial shareholder in AIM, none of the Directors has, and as far as the Directors are aware, none of the substantial shareholders of the
Company has any interest other than their shareholdings in the Company, in the Proposed Purchase.</p>
<p>BY ORDER OF THE BOARD
Lim Koon Hock
Company Secretary
Singapore
8 September 2006</p>
<p>Digiland Pty Ltd is a wholly owned subsidiary of Digiland International Limited
For further information contact:</p>
<p>Philip Jackson
philipj@dgalifestyle.com.au
(03) 8545 0500</p>

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