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Valdy Investments Ltd. Announces Proposed Qualifying Transaction with INX Limited

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Vancouver, British Columbia–(Newsfile Corp. – February 23, 2021) – Valdy Investments Ltd. (TSXV: VLDY.P) (the “Company” or “Valdy”) is pleased to announce that it has entered into a non-binding letter of intent dated February 23, 2021 (the “LOI”) with INX Limited (“INX”), a company incorporated under the laws of Gibraltar, regarding a proposed transaction to acquire all of the issued and outstanding securities of INX (the “Transaction”). Upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will continue the business of INX.

The LOI provides that it will be superseded and replaced with a binding definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a like nature (the “Agreement”). The terms of the Transaction described herein remain subject in all respect to the terms of the Agreement.

About INX

INX is based out of Gibraltar and has an office in Israel. INX operates blockchain-based platforms for trading digital securities and cryptocurrencies available to both institutional and retail investors in accordance with applicable regulatory requirements. INX launched the world’s first SEC registered security token IPO aimed at establishing an evolutionary, fully regulated financial trading market and to become a prime trading and listing arena for digital assets. The Resulting Issuer, through INX, will bring to market a prime trading and listing arena for digital assets with an exceptionally experienced team with demonstrated success in the industry. The INX management team and board of directors is comprised of traditional capital market veterans and blockchain experts. INX has recently entered into a definitive agreement to acquire Open Finance Securities LLC, a registered U.S broker-dealer with an alternative trading system.

About Valdy

Valdy is a capital pool company which was incorporated on August 22, 2018 under the BCBCA and is a reporting issuer in the provinces of British Columbia and Alberta. The Transaction is intended to constitute the “Qualifying Transaction” of the Company as such term is defined in Policy 2.4 – “Capital Pool Companies” (the “Policy”) of the TSX Venture Exchange (the “Exchange”) Corporate Finance Manual.

Terms of the Transaction

Subject to Exchange acceptance, the completion of the Concurrent Financing (as defined below), and the satisfaction of other conditions to be contained in the Agreement, the Transaction will be completed by way of an amalgamation, a reverse triangular merger, a statutory plan of arrangement or share exchange agreement, the result of which will be that shareholders of INX will receive a total of 175,000,000 common shares of the Resulting Issuer in exchange for the outstanding shares of INX (the “INX Shares”) (the ratio of the Resulting Issuer shares to the INX Shares being the “Exchange Ratio”).

Immediately prior to the Transaction, the outstanding common shares of Valdy (each, a “Valdy Share”), will be consolidated pursuant to the terms of the Agreement (the “Consolidation”) so that no more than 5,000,000 Valdy Shares will be issued and outstanding upon the closing of the Transaction.

At the completion of the proposed Transaction, each outstanding option to acquire INX Shares (each, an “INX Option”) will be exchanged for options to acquire Resulting Issuer common shares on substantially the same terms as such INX Option, as adjusted for the Exchange Ratio.

It is intended that the proposed Transaction will not affect the rights of the INX Token, the security token that has been issued by INX, or holders of INX Tokens, which rights are set forth in the INX Token purchase agreement. Further, it is expected that that the Transaction will not result in a “change of control” of INX, as that term is defined in the INX Token purchase agreement.

The proposed Transaction is not a Non-Arm’s Length Qualifying Transaction pursuant to the Policy. As a result, the Company is not required to obtain shareholder approval for the proposed Transaction pursuant to the policies of the Exchange. INX is expected to hold a shareholder meeting to approve, among other matters, the Transaction.

Board of Directors and Management and Name Change

Subject to compliance with applicable laws and approval by the Exchange and the filing of all required materials, including personal information forms, the members of the board of directors of the Resulting Issuer will include one representative of Valdy and otherwise will be determined at the sole discretion of INX (the “Board Nominees”). Management of the Resulting Issuer will be determined at the sole discretion of INX.

It is intended that the Resulting Issuer change its name to such name as determined by INX, in its sole discretion (the “Name Change”).

Concurrent Financing

Concurrent with closing of the Transaction, it is proposed that INX will complete an equity financing (the “Concurrent Financing”) by way of a brokered private placement of subscription receipts at CDN$1.25 per unit for gross proceeds targeting CDN$25,000,000. Each subscription receipt will be automatically exchanged for a unit comprised of one INX Share and one half of one common share purchase warrant of INX (each whole warrant, an “INX Warrant”) upon satisfaction of the conditions precedent to the Transaction. Each INX Warrant is exercisable into one INX Share for two years from closing of the Concurrent Financing at an exercise of $1.88 per share. The INX Shares and INX Warrants issued pursuant to the Concurrent Financing will be exchanged for comparable securities of the Resulting Issuer on closing of the Transaction.

Conditions to Closing

The Transaction is conditional upon, among other things:

  1. the Company shall have completed the Consolidation and the Name Change;
  2. the Concurrent Financing shall have been completed;
  3. the parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange;
  4. completion of due diligence to the satisfaction of the parties;
  5. approval of the board of directors of each party to final terms and conditions of the Transaction as set forth in the Agreement and all other necessary matters related thereto prior to the signing of the Agreement;
  6. the signing of the Agreement;
  7. completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Agreement required to be completed or satisfied on or before closing of the Transaction;
  8. the receipt of a favourable tax ruling from Israeli tax authorities; and
  9. the shareholders of each party shall have approved the Transaction, if required, and matters ancillary thereto.

Additional Information

Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from the sponsorship requirement is available. The Company and INX are currently reviewing the requirements for and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. The Company and INX intend to include any additional information regarding sponsorship in a subsequent press release.

Trading in the Valdy Shares is presently halted in accordance with the policies of the Exchange. It is uncertain whether trading will resume before the Transaction is completed and approved by the Exchange.

The Company will issue a comprehensive press release upon entering into the Agreement, which will set out the final legal structure of the Transaction, and include information regarding the Resulting Issuer and other material information, in accordance with the Policies of the Exchange.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and those set out above under the heading “Conditions to Closing” and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available

For further information please contact:
Johnny Ciampi
CFO, Valdy Investments Ltd.
604-685-0201

Douglas Borthwick
CMO, INX Limited

This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the Agreement, the Concurrent Financing, and associated transactions, including statements regarding the terms and conditions of the Transaction, the Agreement, the Concurrent Financing, and the Resulting Issuer. Forward-looking information consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Agreement, the Concurrent Financing and associated transactions, that the ultimate terms of the Transaction, the Agreement, the Concurrent Financing, and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Agreement, the Concurrent Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). In developing the forward-looking information contained herein, the Company has made assumptions with respect to, among other things, the ability of the parties to satisfy the conditions to the Transaction, including the receipt of third party consents and regulatory approvals, as well as other factors believed to be relevant. Although the Company believes that the assumptions made and the expectations represented by such information are reasonable, there can be no assurance that the forward-looking information contained herein will prove to be accurate. Readers are cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, INX, their securities, or their respective financial or operating results. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75255

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/C O R R E C T I O N — Roborock/

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Roborock Reports 2023 Full Year Financial Results

Achieving Record-breaking Financial Success and Reaching Historic High in Total Assets

HONG KONG, March 28, 2024 /PRNewswire/ — Roborock, a global leader in ultra-intelligent home robotics engineered to simplify daily life, today announced its financial results for the full year ending December 31, 2023.

Roborock achieved remarkable financial success during the reporting period, posting revenue of 8.65 billion Yuan (US$1.22 billion), representing a significant 30.55% Year-On-Year increase. The company recorded a net profit of 2.05 billion Yuan (US$288 million), achieving an annual growth rate of 73.32%.

Roborock’s total assets reached an all-time high of 14.38 billion Yuan (US$2.02 billion), reflecting Year-On-Year growth of 32.71%. These achievements solidify Roborock’s position as one of the leading players in the smart vacuum industry. The company also recorded impressive overseas revenue, growing at a rate of 21.42%, while total robot vacuums shipments surpassed 2 million units.

“Ever since we founded Roborock back in 2014, our long-term mindset and unwavering commitment to focusing on delivering true value to our customers is what has gotten us to where we are today. It’s been an amazing journey, and we are truly proud to emerge as a global leader in smart vacuums.” said Richard Chang, Founder & CEO of Roborock.

“As we approach our 10-year anniversary, we are excited to introduce more of our cutting-edge vacuums, including the S8 MaxV Ultra which we unveiled at CES 2024. This flagship innovation represents our most technologically advanced one-stop cleaning solution to date, underlining our focus on enriching future lifestyles within the smart home ecosystem to enhance the quality of life for our customers worldwide.

Financial Performance Highlights

Sales and Net Profit

  • Total revenue recorded was 8.65 billion Yuan (US$1.22 billion)
  • Of this, 4.23 billion Yuan (US$595 million) is attributed to Roborock’s overseas operations, accounting for 49% of total revenue
  • Roborock’s overseas operation recorded a revenue growth of 21.42% compared to the previous year
  • The company achieved a net profit of 2.05 billion Yuan (US$288 million), with an annual growth rate of 73.32%
  • Roborock’s total assets reached a historic high of 14.38 billion Yuan (US$2.02 billion), reflecting a remarkable 32.71% Year-On-Year growth

Growth across Product Categories

  • Roborock’s total robot vacuums shipments surpassed 2 million units, generating an income of 8.09 billion Yuan income (US$1.14 billion) and achieving a Year-On-Year growth of 27.14%
  • Roborock experienced rapid growth across new product categories (product portfolios except robot vacuums), with an income of 554 million Yuan (US$78 million) income and a Year-On-Year growth of 109.4%

Research & Development

  • R&D expenditure amounted to 619 million Yuan (US$87 million), accounting for 7.15% of total revenue. This represents a year-on-year growth of 26.69%
  • During the reporting period, 522 new domestic and overseas patents were filed

Major accounting data and financial indicators in the past 3 years

(Unit: Yuan; Currency: RMB)

2023

2022

Year-On-Year
Growth (%)

Total Assets

14,376,641,614

10,833,053,890

32.71

Net assets
attributable to
shareholders of
listed companies

11,380,526,122

9,556,378,416

19.09

Revenue

8,653,783,788

6,628,716,402

30.55

Net profit
attributable to
shareholders of
listed companies

2,051,217,414

1,183,476,942

73.32

Net profit
attributable to
shareholders of
listed companies
after deducting
non-recurring
gains and losses

1,826,089,668

1,197,719,439

52.46

Net cash flow
from
operating activities

2,185,931,368

1,120,467,567

95.09

About Roborock

Roborock is committed to innovation in researching, developing, and producing home cleaning devices, particularly robotic, cordless, and wet/ dry vacuum cleaners. Every Roborock product has been designed with an eye on solving genuine problems, so Roborock customers can live better lives. Currently, Roborock is available in more than 40 countries, including the U.S., Germany, France, and Spain. The company operates out of four locations, with offices in Beijing, Shanghai, Shenzhen, and Hong Kong. For more information visit https://us.roborock.com/.

Exchange Rate Information

This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB are made at a rate of 7.1132 Yuan to US$1.00, the spot exchange rate at the annual reporting date of December 31, 2023. The company makes no representation that the RMB or U.S. dollars amounts referred could be converted into U.S. dollars or RMB, as the case may be at any particular rate or at all.

Photo – https://mma.prnewswire.com/media/2374470/Roborock_2023_Financial_Results.jpg

 

 

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Sleep interiors brand gets job offer from Peter Jones despite not securing investment in Dragons Den

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LONDON, March 29, 2024 /PRNewswire/ — Tonight on BBC1, REMY founder Abeer Iqbal, entered the Den, and despite intense grilling and no investment, left with a six-figure job offer from Peter Jones

Abeer’s pitch began with the Dragon’s keen to experience his sleep-enhancing furniture. When Steven and Peter laid on his hero  ‘The Pod’, a reinvention of the beanbag, and under REMY’s best-selling ‘The Lounger’ weighted blankets, the dragons closed their eyes and pretended to snore. Which was ironic, as despite being told he’d enter the Den around 5pm, Abeer actually went in at 9.30pm, after the dragons had been receiving pitches since early that day, which to Abeer’s own admission “wasn’t easy”. Deborah Meaden said, “This might have been a fatal mistake to put your dragons to sleep before we start the pitch” – recognising that it had been a long day.

After 10+ years working in tech, helping multi-million pound businesses grow their empire at software giants like Shopify, Abeer experienced burn-out, which led him to develop REMY. Despite Abeer telling the dragons that he left the high-pressure industry due to stress and anxiety Peter Jones still offered him a job back in the rat race with a six-figure sum (which he still hasn’t taken). 

After leaving the Den, Abeer admitted feeling the “most anxious ever” and that he “just wanted to get back to his wife for a hug”.  Abeer shared, “I didn’t sleep for days, replaying every moment in my mind. I wanted to forget it.” But it’s not all bad, as Abeer explains, “the anxiety I experienced from the Den gave me a lightbulb moment and led me to create our most popular product yet – The Hugger Pillow. I needed a hug, so I created one”. 

Abeer continues, “I returned the next day to collect my items from the studio. I bumped into a fresh-faced Peter and Toukar in the carpark, they both praised my experience, Peter once again offered me a job and Toukar asked me to call him when I start the next business.”

The global ‘sleep economy’ is booming, projected to reach a record high of $585 billion this year. But Abeer felt he was unable to communicate this, “If I could have my time again, I would focus on the industry of Rest and Sleep rather than the specific products we were trying to innovate. I don’t think I articulated to the Dragon’s the size of the business opportunity that there is with REMY. In terms of what’s next, we are moving towards becoming a household name in rest and sleep but offering products in multiple categories.”

The Dragon that seemed to understand Abeer’s passion for this industry was Sara Davies, saying “I actually fundamentally don’t agree with what I’ve heard here. What I see in front of me, yes he is great at the e-commerce side of things but he gave up a career in corporate because he was passionate about this area. And if there’s one thing I know about business it’s that you will succeed when you pursue the thing you are passionate about. I wouldn’t discourage you to give up. Keep doing it and good luck. I think you could sell anything”.

You can watch Abeer Iqbal on Dragons’ Den on BBC iPlayer.

remysleep.com / @WEAREREMY

Photo – https://mma.prnewswire.com/media/2374872/REMY_Sleep_1.jpg

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Bitrue Coin (BTR) Analyzes User Behavior and Announces Upcoming Developments to Enhance Utility

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SINGAPORE, March 29, 2024 /PRNewswire/ — Bitrue, a leading cryptocurrency exchange serving over 10 million users globally, announces a focus on user behavior analysis to further develop the utility of its native token, Bitrue Coin (BTR).

“Understanding how our users interact with BTR is crucial for its continued growth,” states Robert Quartly-Janeiro, Chief Strategy Officer of Bitrue. “This analysis will guide upcoming developments that enhance the value proposition of BTR within the Bitrue ecosystem.”

The announcement follows a recent surge in interest surrounding exchange tokens, and digital assets used to pay for services to unlock benefits within specific cryptocurrency exchanges. Currently, BTR offers a compelling range of benefits to Bitrue users, including:

  • Reduced Trading Fees: BTR holders enjoy lower trading fees on the Bitrue exchange, incentivizing active participation in the platform’s marketplace.
  • Governance Voting Rights: BTR grants voting rights on select new listings, allowing users to influence the direction of the Bitrue platform.
  • Staking Opportunities: BTR holders can stake their tokens to earn passive rewards, providing an additional avenue for generating income within the Bitrue ecosystem.
  • Exclusive Airdrop Potential: BTR holders may be eligible for airdrops of new tokens listed on the Bitrue exchange, offering the chance to discover promising crypto projects early.
  • VIP Investment Caps: BTR unlocks higher investment caps for certain cryptocurrencies on the Bitrue platform, catering to high-volume investors.

“BTR already plays a multifaceted role in the Bitrue experience,” Quarterly-Janeiro continues. “By strategically expanding its utility based on user behavior analysis, we aim to solidify BTR’s position within the exchange token market and elevate its value proposition for our user base.”

The specific developments based on user behavior analysis are not disclosed at this time. However, Bitrue assures its users of continued transparency and will share details in due course.

Media Contact: Lily Ho, [email protected]

View original content:https://www.prnewswire.co.uk/news-releases/bitrue-coin-btr-analyzes-user-behavior-and-announces-upcoming-developments-to-enhance-utility-302103427.html

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