Centra Capital Corporation Inc."Centra" - Powerhouse Resources Inc. - "PRI"
- Announcement
Released_By: USANews
Date: 7/13/98
Time: 7:45:03 PM
For_Immediate_Release
Centra
1. Centra Capital Corporation Inc. is quoted on NASDAQ, OTC Bulletin Board,
Symbol: "CENC", with its registered office at 3030 Bridgeway, Sausalito, CA
94965, and is a financial services and holding company. Since its inception in
April 1996 it has acquired Technology Logistics Systems which offers complete
management of warehousing, design and implementation of product exchange-return
programs for blue chip customers.
2. Centra is also in negotiation with several other companies which it had
identified as suitable prospective acquisitions.
3. The board of Centra considered that the particular circumstances of PRI
with its potential for rehabilitation made it a suitable acquisition prospect
which would be well supported by PRI shareholders who have been disadvantaged by
the de-listing of its shares on the UK and the U.S. exchanges. The offer
referred to below provides a cost-effective and early return to marketability of
PRI stock.
The Offer
4. Centra has announced today that it will make an offer ("the Offer") for
all of the outstanding share capital of PRI held by shareholders in the United
Kingdom. The Offer will be in the form of a U.S. dollar redeemable convertible
share issue by Centra. PRI is a company incorporated in Colorado, USA, and is
therefore not technically subject to the Rules of the City Code on Takeovers and
Mergers (the "Rules"). It is, however, the intention of Centra to apply the
Rules to the extent that they can reasonably be applied to this situation, and
it is upon such basis that the announcement is being made.
5. Centra has been in discussions with the current management of PRI
including in particular its Chief Executive Officer, Mr. Anil Kunmar. In the
course of those discussions, it has sought to obtain certain relevant
information relating to the current business and shareholding of PRI, including
an analysis of the outstanding share capital, list of shareholders and
information as to any material contracts entered into by the Board which would
(had the company been incorporated in England) have been treated as transactions
upon which a vote of shareholders would have been required or which should have
been subject to disclosure to shareholders of PRI. The board of PRI has refused
to provide any such information despite continuing requests. Centra will proceed
with the making of the Offer irrespective of whether such information is
provided. However, it must be noted that in the light of uncertainty created by
the absence of the information referred to above the Offer is likely to be on
terms which are significantly less attractive to PRI shareholders than would be
the case had such information been provided.
6. Messrs Ellis & Partners Limited, ("Ellis") stockbrokers and places to the
offer by COM-TEK Resources Inc. (the former name of PRI) dated 17 January 1995,
have confirmed that, subject to the satisfaction of certain conditions, they
will recommend acceptance of the Offer to those shareholders of PRI who are
clients of Ellis.
Background to the Offer and business of PRI
7. On January 17 1995 COM-TEK issued a circular to shareholders with details
of the proposed acquisition of Access Power Limited and opportunities for the
company in the power generation business in China. The acquisition was approved
by shareholders but no power stations have yet been commissioned The current
status is that the first power station is at an advanced stage and requires an
estimated US$600,000 to become operative; the second and third plants are in
Hong Kong awaiting transshipment to China, for which additional finance is
required.
8. Centra is making the Offer on the basis that it is capable of arranging
the necessary project funding to complete the installation of the first three
units and beyond that to advance the interests of PRI (which will, subject to
satisfactory completion of the Offer, be a subsidiary of Centra) to develop the
China Projects in accordance with the original strategic plan of PRI. As a
result of the lack of information from PRI as to its current financial status
and the failure to publish annual financial accounts for the years of 1995 and
1996, and indeed its corporate structure Centra has not yet finalized an updated
business plan for PRI. Centra trusts that in response to this Offer the current
management of PRI will provide the information requested. The Board of Centra
have indicated that they will welcome a dialogue with the management of PRI
which they have this far been unable to obtain.
9. An outline offer document was delivered to Mr. Paul Simms, the Chairman of
PRI, with a view to obtaining the outstanding information prior to release of
the Offer. Mr. Simms was advised that the posting of the Offer would be delayed
for up to three days in order to enable the necessary information to be
provided. Unfortunately neither Mr. Simms nor the Board of PRI responded so that
offeror and shareholders remain without access to basic information relating to
PRI.
10. For three weeks the acquisition director of Centra endeavored in course
of a number of conversations with Mr. Simms and others to obtain both the
information and a recommendation by the Board of the proposed Offer. Neither the
recommendation nor any of the information properly sought has been received.
Negotiations have been suspended.
11. Unless commitments made by the CEO of PRI for the delivery of information
are fulfilled in the next few days the Offer document will be issued on the
basis of the best information known to the Offeror.
12. The Offeror is prepared, subject to receipt of the information sought, to
agree not to permit the Offer to become unconditional, but to extend it for
acceptances to a period fourteen days after the receipt of such information
provided that such information is provided within seven days of the making of
the Offer. Forthwith upon receipt of the information Centra is prepared to
circulate all such information to the shareholders of PRI to whom the Offer is
addressed. The Offer document is likely to be posted within fourteen days.
CONTACT: GERALD COMMUNICATIONS Gerald Sterchi, 916/854-4931 (IR & Corporate
Inquiries) gerald@geraldsnet.com
http://www.geraldsnet.com
