Centillion Environment and Recycling Limited Settlement Agreement

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  • Topic: 2009, Stock, Money
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  • Published : March 19, 2013
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CENTILLION ENVIRONMENT & RECYCLING LIMITED
(Company Registration No. 199206445M)

(the “Company”)

SETTLEMENT AGREEMENT

1.

INTRODUCTION The Company refers to its announcement of 30 June 2009 (the "Announcement"). Capitalised terms herein that are defined in the Announcement shall have the meanings ascribed to such terms in the Announcement.

2.

UPDATE ON PAYMENTS DUE UNDER THE METECH AGREEMENT AND GRX AGREEMENT Based on the terms of the GRX SPA and the Metech SPA (both as amended) (collectively, the "Agreements"), approximately S$4,647,836 is or will be due to the GRX Vendors and the Metech Vendors (collectively, the "Vendors") on or about 31 December 2009 (the "Debt") (of which S$820,322 was due and payable to certain Vendors on or before 30 June 2009 (the "June Payment")). The amounts stated herein to be outstanding are the Singapore Dollar equivalent of the sums owing under the relevant agreements based on the exchange rate of US$1 = S$1.4566. Subsequent to discussions with the Vendors:(a) the Company will issue 44,252,997 ordinary shares (the "Settlement Shares") in the issued share capital of the Company to certain Vendors at the issue price of S$0.018 per share in settlement of 20% of the Debt owing by the Company to such Vendors (namely, Sameer Advani, New Heritage Finance, Ltd, Advani Family Trust and Michael Wright (collectively, the "Settlement Vendors") (the amount of the Debt to be settled by the Settlement Shares is approximately S$796,554); the Company will make payment of 80% of the Debt owing by the Company to each Settlement Vendor (the "Balance Sum") after completion of the Company's proposed Rights Issue (the aggregate amount of the Balance Sum payable to all the Settlement Vendors is approximately S$3,186,216); the issue of the Settlement Shares and the payment of the Balance Sum on the terms above in discharge of the Debt owing to the Settlement Vendors are set out in a settlement agreement (the "Settlement Agreement") entered into between the Company and the Settlement Vendors on 2 July 2009;

2.1

2.2

(b)

(c)

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(d)

the Company has paid approximately S$555,821 cash to Vendors other than the Settlement Vendors in discharge of the Debt that is not otherwise subject to the Settlement Agreement; the Company will be paying approximately S$110,000 cash to Vendors other than the Settlement Vendors in discharge of the Debt that is not otherwise subject to the Settlement Agreement on or before 31 December 2009.

(e)

2.3

Principal terms of the Settlement Agreement (a) The issue price of each Settlement Share represents 90% of the Weighted Average Price of the shares in the Company based on the trades of the Shares on the SGX-ST on 30 June 2009, being the market day prior to the date of the Settlement Agreement. The Settlement Shares shall be issued to the Settlement Vendors on or before the Books Closure Date in respect of the Rights Issue announced by the Company on 30 June 2009. From the date of the Settlement Agreement until (i) the terms of the settlement in the Settlement Agreement is terminated pursuant to the terms therein; or the full discharge of the Debt owing to the Settlement Vendor;

(b)

(c)

(ii)

(whichever is the earlier) the Settlement Vendors undertake not to exercise any of their rights under the Agreements (or any security held by or on their behalf) in relation to the Debt. (d) Upon the payment of the Balance Sum and the issue of the relevant number of Settlement Shares to each Settlement Vendor pursuant to the terms of the Settlement Agreement, the Debt owing to each Settlement Vendor shall be deemed to be fully satisfied and discharged. For the avoidance of doubt, upon the issue of the relevant Settlement Shares to each Settlement Vendor, 20% of the Debt owing to such Settlement Vendor shall be deemed to be satisfied and discharged. (e) In the event of any of the following:(i) the Settlement Shares are not issued to the...
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