Centiva Capital Inc.

Centiva Capital Inc.

September 07, 2011 17:12 ET

Centiva Mails Circular to Shareholders and Announces Plans to Make Two New Investments

TORONTO, ONTARIO--(Marketwire - Sept. 7, 2011) - Centiva Capital Inc. (TSX VENTURE:CVC) ("Centiva") announced today that it has mailed the Notice of Meeting and Management Information Circular in connection with the Annual and Special Meeting (the "Meeting") of shareholders to be held on September 23, 2011. The Meeting has been called to, among other things, consider the previously announced proposed reorganization of Centiva under which substantially all of Centiva's existing businesses and assets will be transferred to Aylen Capital Inc., a wholly-owned subsidiary of Centiva, and the shares of Aylen will then be distributed to Centiva's shareholders on a share for share basis by way of a reduction of stated capital. The proposed reorganization will be completed as a Plan of Arrangement (the "Arrangement") under the Canada Business Corporations Act.


If the Arrangement is approved by a majority of the minority shareholders of Centiva at the Meeting and is approved by the Superior Court of Justice (Ontario), Centiva will proceed with a private placement financing (the "Financing") by issuing a minimum of 20,000,000 common shares and a maximum of 70,000,000 common shares at a price of $0.05 per share for gross proceeds of between $1 million to $3.5 million.

New Investments

Centiva has agreed to make the following two investments, both of which are subject to the completion of the Arrangement and the Financing.

Investment 1

Centiva has agreed to purchase 1,791,667 common shares of Intech LCD Group Limited from Trinity Capital Advisors Ltd. for a purchase consideration of $1.075 million Canadian payable in cash. These shares represent 17.9% of the outstanding shares of Intech.

Intech, incorporated in Hong Kong, engages in the research and development, manufacturing and sales of various types of LCD panels and modules, together with after-sales maintenance services. The business of Intech was founded in 1987 in China and has a 23-year history of supplying its customer base of major corporations and institutions worldwide with industry-leading quality LCD products. Additional information concerning Intech is included in Centiva's press release of December 13, 2010.

It is the intention of Centiva to seek to acquire up to a majority of the shares of Intech at some future date.

Investment 2

Centiva has agreed to acquire 100 common shares, or 100%, of Gold China Technologies Limited ("Gold China Sale Shares") from DVG Limited for $700,000 Canadian payable in cash. Gold China is a special purpose vehicle incorporated in Hong Kong that will serve as a vehicle for Centiva to indirectly hold:

  • 1,890 common shares of Opus Pictures Co., Ltd. ("Opus Shares"), representing a 7.0% equity ownership of Opus Pictures; and
  • 1,176 common shares of Zip Cinema Co., Ltd. ("Zip Shares"), representing a 7.0% equity ownership of Zip Cinema.

It is the intention of Centiva to seek to acquire up to a majority of the shares of Opus Pictures and Zip Cinema at some future date.

About Opus

Opus Pictures Co., Ltd. ("Opus") was established in August 12, 2005 in the Republic of Korea by renowned movie producer, Tae Hun Lee. Currently, Opus is recognized as one of the leading independent developers, producers, and investors of theatrical motion pictures in Korea. In 2010, Opus produced and released "THE MAN FROM NOWHERE," the biggest box office success of the year with 6.2 million box office tickets sold domestically and one of the highest grossing movies in Korean movie history. Opus licenses its films to ancillary markets including cable, broadcast television, and home video/DVD. Its movies are distributed and shown throughout Asia.

Opus's production capabilities consist of the originating and financing of motion pictures, as well as the development of the screenplay and the actual filming activities and post-filming editing/post-production process. Opus works in cooperation with Korea's major distribution companies for the release of its films and, at times, participates in its productions as an investor. Opus also opportunistically acquires distribution rights to motion pictures produced by third parties for distribution in theatrical, video and television markets in Korea.

Opus' principal office is located in Seoul, Korea.

About Zip

Zip Cinema Co., Ltd. ("Zip") is a Korean movie production firm founded by veteran film producer Eugene Lee, who was named in 2007 as one of the world's "10 Producers to Watch" by Variety, the leading Hollywood journal. The company was incorporated on December 23, 2005 in the Republic of Korea. Zip engages in the development, production, financing, and distribution of theatrical motion pictures with a strong commitment to bringing the most original movies to the moviegoers from the most innovative Korean filmmakers. From its early days, Zip has achieved notable critical and box office success with such hits as "VOICE OF A MURDERER" (2006) which sold 3.25 million tickets at the domestic box office and "HAPPINESS," a film that premiered at the Toronto International Film Festival in 2007. More recently, "WOOCHI" (2009), with 6.2 million tickets sold domestically, became one of the highest grossing movies in Korean movie history and also achieved significant success in overseas markets. "HAUNTERS" (2010), its latest release, also achieved over 2.5 million tickets domestically, establishing Zip's reputation as a serial hit-maker. Films produced by Zip are licensed to ancillary markets including new media, cable, broadcast television, and home video/DVD and its films are distributed and shown throughout Asia.

The office of Zip is located in Seoul, Korea.

Required Approvals

The Financing and the two new investments by the Company are subject to completion of the Arrangement. The Arrangement is subject to various approvals which have not yet been obtained including approval by a majority of the minority shareholders of the Company, approval by the Superior Court of Justice (Ontario) and approval by the TSX Venture Exchange.

Included in this news release are matters that constitute "forward-looking" information within the meaning of Canadian securities law. Such forward-looking statements may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may" or words of a similar nature. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include among others, regulatory risks, risk inherent in foreign operations, commodity prices and competition. Most of these factors are outside the control of the Company. All subsequent forward-looking statements attributable to the Company or its agents are expressly qualified in their entirety by these cautionary comments. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

Neither the Exchange nor its regulation services provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or the accuracy of this release.

Contact Information

  • Centiva Capital Inc.
    John D. Pennal
    (416) 956-4926