|By Marketwired .||
|July 29, 2014 05:28 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/29/14 -- UGE International Ltd. (formerly Way Ventures Inc.) (the "Company") (TSX VENTURE: WAY.P), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction on July 28, 2014 (as such term is defined in Policy 2.4 of the Corporate Finance Manual (the "Manual") of the TSX Venture Exchange) (the "Exchange") involving the exchange of all of the issued and outstanding securities of UGE Holdings Limited ("UGE"), for securities of the Company. Pursuant to the Qualifying Transaction, the Company issued 8,924,652 common shares and 17,000,000 special warrants (the "Special Warrants") in exchange for all of the issued and outstanding securities of UGE, a leader in renewable energy solutions for global enterprise customers. Each Special Warrant is exercisable for one common share of the Company (the "Common Shares") for no additional consideration provided that upon such exercise, and immediately following the issuance of the Common Shares pursuant to such exercise, at least 20% of the issued and outstanding Common Shares are held by Public Shareholders (as such term is defined in the Manual). Pursuant to pre-existing arrangements with certain employees of UGE, 231,326 common shares have been reserved for issuance to such employees.
The Company has also changed its name to "UGE International Ltd." effective July 24, 2014. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, following which its common shares will resume trading under the symbol "UG", and it will no longer be considered a Capital Pool Company. On closing of the Qualifying Transaction the Company had a total of 10,044,652 common shares issued and outstanding, and 17,000,000 Special Warrants.
Prior to closing of the Qualifying Transaction, UGE completed a private placement (the "Private Placement") of 1,406,210 shares (the "UGE Financing Shares") with Castel Qihua Hi-Tech Investments Limited ("Castel") for gross proceeds of USD$5,000,000, which were exchanged for 5,159,770 common shares of the Company (the "Castel Acquisition").
Proceeds from the Private Placement are being used as set out in the Final Prospectus of the Company dated July 16, 2014 which can be found on the Company's SEDAR profile at www.sedar.com.
Early Warning Pursuant to National Instrument 62-103
Through the Castel Acquisition, Castel of Unit 710-711, 7/F, East Wing, No. 10 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, became a control person of the Company. Immediately following closing of the Qualifying Transaction, Castel held a total of 5,159,770 Common Shares, being 51.37% of all of the issued and outstanding common shares of the Company on an undiluted basis, though equating to 19.01% upon the conversion of all of the Special Warrants.
In addition, the following individuals (the "Majority Shareholders") became control persons upon closing of the Qualifying Transaction by virtue of their shareholdings in UGE immediately prior to closing:
a. Nicolas Blitterswyk of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants b. Yun Liu of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants; and c. Xiangrong Xie of ChangQingYuan 2nd Zone, A-3-1101, Haidan District, Beijing, China 100195 holds 551,936 Common Shares, and 12,600,000 Special Warrants which represents 5.49% of the issued and outstanding Common Shares, and which represents 48.63% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants.
Castel and each of the Majority Shareholders intend to file a report describing their respective acquisitions with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CEO of the Company.
Each of the Majority Shareholders purchased their shares of UGE, and Castel purchased the UGE Financing Shares, for investment purposes, and each of the Majority Shareholders or UGE may purchase additional securities of the Company on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors.
The Common Shares held by Castel are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which Castel's securities shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin to be issued in connection with the Qualifying Transaction, and 25% every six months thereafter. In addition, 7,547,830 Common Shares and all 17,000,000 Special Warrants are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which such securities shall be released as to 10% immediately following the issuance of the Final Exchange Bulletin and 15% every six months thereafter.
Josh Arbuckle has resigned as a director of the Company, and Matthew Watson has resigned from his positions as President and Secretary. The Company's board of directors is now comprised of the following individuals: Nicolas Blitterswyk, Crescent Varrone, Matthew Watson, and Arthur Aylesworth. In addition, the board has appointed Nicolas Blitterswyk as Chief Executive Officer, John Michael Barnsley as Chief Financial Officer, and Jian Yang as Chief Operating Officer and Secretary.
UGE is a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries, including several for Fortune 1,000 companies. Leveraging its proprietary technology platform, UGE deploys modular energy systems that solve clients' challenges at the nexus of cost, resiliency and sustainability. From solar and wind systems, to microgrids and off-grid lighting, UGE is the solution provider of choice for enterprise energy challenges.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. 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 prospectus, management information circular or filing statement 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.
An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Company to satisfy the requirements of the Exchange with respect to the Qualifying Transaction; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While the Company acknowledges that subsequent events and developments may cause its views to change, the Company may specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Press Release. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
UGE International Ltd.
Chief Financial Officer
+1 (917) 720-5685
UGE International Ltd.
+1 (917) 720-5685
As Platform as a Service (PaaS) matures as a category, developers should have the ability to use the programming language of their choice to build applications and have access to a wide array of services. Bluemix is IBM's open cloud development platform that enables users to easily build cloud-based, creative mobile and web applications without having to spend large amounts of time and resources on configuring infrastructure and multiple software licenses. In this track, you will learn about the...
Oct. 25, 2014 08:00 AM EDT Reads: 1,590
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at Internet of @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, will discuss how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money! Speaker Bio: ...
Oct. 24, 2014 09:30 PM EDT Reads: 1,145
Compute virtualization has been transformational, yet security policy implementation and enforcement has lagged behind in agility and automation. There are a number of key considerations when implementing policy in private and hybrid clouds. In his session at 15th Cloud Expo, Holland Barry, VP of Technology at Catbird, will discuss the impact of this new paradigm and what organizations can do today to safely move to software-defined network and compute architectures, including: How normal ope...
Oct. 24, 2014 07:00 PM EDT Reads: 1,448
Samsung VP Jacopo Lenzi, who headed the company's recent SmartThings acquisition under the auspices of Samsung's Open Innovaction Center (OIC), answered a few questions we had about the deal. This interview was in conjunction with our interview with SmartThings CEO Alex Hawkinson. IoT Journal: SmartThings was developed in an open, standards-agnostic platform, and will now be part of Samsung's Open Innovation Center. Can you elaborate on your commitment to keep the platform open? Jacopo Lenzi: S...
Oct. 23, 2014 11:45 PM EDT Reads: 2,604
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic • Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff hap...
Oct. 23, 2014 07:45 PM EDT Reads: 1,619
SYS-CON Events announced today that SOA Software, an API management leader, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. SOA Software is a leading provider of API Management and SOA Governance products that equip business to deliver APIs and SOA together to drive their company to meet its business strategy quickly and effectively. SOA Software’s technology helps businesses to accel...
Oct. 23, 2014 06:15 PM EDT Reads: 1,650
SYS-CON Events announced today that Utimaco will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Utimaco is a leading manufacturer of hardware based security solutions that provide the root of trust to keep cryptographic keys safe, secure critical digital infrastructures and protect high value data assets. Only Utimaco delivers a general-purpose hardware security module (HSM) as a customiz...
Oct. 23, 2014 05:45 PM EDT Reads: 1,565
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity.
Oct. 22, 2014 09:00 PM EDT Reads: 1,484
SYS-CON Events announced today that ElasticBox is holding a Hackathon at DevOps Summit, November 6 from 12 pm -4 pm at the Santa Clara Convention Center in Santa Clara, CA. You can enter as an individual or team of up to 10 developers. A New Star Is Born Every Month! All completed ElasticBoxes will then be sent to a judging panel - 12 winners will be featured on the ElasticBox website in 2015. All entrants will receive five full enterprise licenses for one year + ElasticBox headphones + Elasti...
Oct. 22, 2014 01:00 PM EDT Reads: 1,538
Once the decision has been made to move part or all of a workload to the cloud, a methodology for selecting that workload needs to be established. How do you move to the cloud? What does the discovery, assessment and planning look like? What workloads make sense? Which cloud model makes sense for each workload? What are the considerations for how to select the right cloud model? And how does that fit in with the overall IT tranformation? In his session at 15th Cloud Expo, John Hatem, head of V...
Oct. 22, 2014 12:00 PM EDT Reads: 1,561
Cloud services are the newest tool in the arsenal of IT products in the market today. These cloud services integrate process and tools. In order to use these products effectively, organizations must have a good understanding of themselves and their business requirements. In his session at 15th Cloud Expo, Brian Lewis, Principal Architect at Verizon Cloud, will outline key areas of organizational focus, and how to formalize an actionable plan when migrating applications and internal services to...
Oct. 22, 2014 11:45 AM EDT Reads: 1,589
SAP is delivering break-through innovation combined with fantastic user experience powered by the market-leading in-memory technology, SAP HANA. In his General Session at 15th Cloud Expo, Thorsten Leiduck, VP ISVs & Digital Commerce, SAP, will discuss how SAP and partners provide cloud and hybrid cloud solutions as well as real-time Big Data offerings that help companies of all sizes and industries run better. SAP launched an application challenge to award the most innovative SAP HANA and SAP ...
Oct. 22, 2014 07:00 AM EDT Reads: 1,681
Ixia develops amazing products so its customers can connect the world. Ixia helps its customers provide an always-on user experience through fast, secure delivery of dynamic connected technologies and services. Through actionable insights that accelerate and secure application and service delivery, Ixia's customers benefit from faster time to market, optimized application performance and higher-quality deployments.
Oct. 21, 2014 09:00 PM EDT Reads: 1,519
SYS-CON Events announced today that Calm.io has been named “Bronze Sponsor” of DevOps Summit Silicon Valley, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Calm.io is a cloud orchestration platform for AWS, vCenter, OpenStack, or bare metal, that runs your CL tools puppet, Chef, shell, git, Jenkins, nagios, and will soon support New Relic and Docker. It can run hosted, or on premise and provides VM automation / expiry, self-service portals,...
Oct. 21, 2014 08:45 PM EDT Reads: 1,469
In her General Session at 15th Cloud Expo, Anne Plese, Senior Consultant, Cloud Product Marketing, at Verizon Enterprise, will focus on finding the right mix of renting vs. buying Oracle capacity to scale to meet business demands, and offer validated Oracle database TCO models for Oracle development and testing environments. Anne Plese is a marketing and technology enthusiast/realist with over 19+ years in high tech. At Verizon Enterprise, she focuses on driving growth for the Verizon Cloud pla...
Oct. 21, 2014 07:30 PM EDT Reads: 1,563
SYS-CON Events announced today that Aria Systems, the recurring revenue expert, has been named "Bronze Sponsor" of SYS-CON's 15th International Cloud Expo®, which will take place on November 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Aria Systems helps leading businesses connect their customers with the products and services they love. Industry leaders like Pitney Bowes, Experian, AAA NCNU, VMware, HootSuite and many others choose Aria to power their recurring revenue bu...
Oct. 21, 2014 06:00 PM EDT Reads: 1,560
The Internet of Things (IoT) is going to require a new way of thinking and of developing software for speed, security and innovation. This requires IT leaders to balance business as usual while anticipating for the next market and technology trends. Cloud provides the right IT asset portfolio to help today’s IT leaders manage the old and prepare for the new. Today the cloud conversation is evolving from private and public to hybrid. This session will provide use cases and insights to reinforce t...
Oct. 21, 2014 05:15 PM EDT Reads: 1,632
Blue Box has closed a $10 million Series B financing. The round was led by a strategic investor and included participation from prior investors including Voyager Capital and Founders Collective, as well as the Blue Box executive team. This round follows a $4.3 million Series A closed in December of 2012 and led by Voyager Capital. In May of this year, the company announced general availability of its private cloud as a service offering, Blue Box Cloud. Since that release, the company has dem...
Oct. 21, 2014 01:45 PM EDT Reads: 1,623
SYS-CON Events announced today that Verizon has been named "Gold Sponsor" of SYS-CON's 15th International Cloud Expo®, which will take place on November 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Verizon Enterprise Solutions creates global connections that generate growth, drive business innovation and move society forward. With industry-specific solutions and a full range of global wholesale offerings provided over the company's secure mobility, cloud, strategic network...
Oct. 21, 2014 09:30 AM EDT Reads: 1,668
SimpleECM is the only platform to offer a powerful combination of enterprise content management (ECM) services, capture solutions, and third-party business services providing simplified integrations and workflow development for solution providers. SimpleECM is opening the market to businesses of all sizes by reinventing the delivery of ECM services. Our APIs make the development of ECM services simple with the use of familiar technologies for a frictionless integration directly into web applicat...
Oct. 20, 2014 10:00 PM EDT Reads: 1,789