Ocean Sky - Very Substantial Acquisition Or Reverse Takeover

extract of announcement made :-

>>>>>>>

Introduction

The Board of Directors (the “Board”) of Ocean Sky International Limited (the "Company" and together with its subsidiaries, the "Group") is pleased to announce that the Company has entered into a Memorandum of Understanding (the “MOU”) dated 2 April 2012 with ChiwayLand Group (Singapore) Pte. Ltd. ("ChiwayLand", and together with the Company, the "Parties") in relation to:

(a) the proposed acquisition by the Company of the entire issued and paid-up share capital of ChiwayLand (the "Proposed Acquisition"); and

(b) the proposed disposal of the Company’s existing business to certain of its directors and shareholders, namely Mr Ang Boon Cheow Edward, Mr Ang Boon Chong and Mr Ang Siew Tiong (collectively, the "Controlling Shareholders", and such proposed disposal, the "Proposed Disposal"), (the Proposed Acquisition and the Proposed Disposal collectively, the "Proposed Transactions").

The Proposed Acquisition, if undertaken and completed, is expected to result in a “Very Substantial Acquisition” or a “Reverse Take-over Transaction” as defined under Chapter 10 of the listing manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”) and is subject to the approval of shareholders of the Company (the “Shareholders”) at a general meeting. The Proposed Disposal is an interested person transaction and will be subject to Shareholders' approval pursuant to Chapter 9 of the Listing Manual. The Proposed Acquisition and the Proposed Disposal will be inter-conditional on each other.


Rationale for the proposed transactions

The Directors are of the view that the Proposed Acquisition presents an opportunity for the Company to acquire a new operating business with a track record and growth potential. In addition, the Proposed Acquisition would have the potential to significantly increase the market capitalisation of the Company and potentially widen the investor base for its Shares, thereby enabling the Company to attract more extensive analyst coverage, leading to an overall increase in investor interest and trading.

Although the Group was profitable in the last financial year, it continues to operate under challenging market conditions, due to the slowdown in the recovery of the global economy and consumer spending, and the volatility of cotton and yarn prices. Given the foregoing, the Board is of the view that the Proposed Transactions and the resultant change of business will enhance shareholder value for the Company.


Information on Chiwayland and its subsidiaries (The “Chiwayland Group”)

The ChiwayLand Group is one of the leading property developers involved in the development, project management and sale of residential and commercial properties in the Yangtze River Delta region of the People's Republic of China ("PRC"). The ChiwayLand Group has a track record of more than 10 years in property development and has to date, completed and managed seven property development projects with an aggregate gross floor area (“GFA”) of more than 900,000 square metres. In addition to its completed properties, the ChiwayLand Group has a strong pipeline of large and well-located properties under and held for development with an aggregate GFA of approximately 1,885,000 square metres.

full announcement :- MEMORANDUM OF UNDERSTANDING