BLISS CORPORATION LIMITED 2000-05-04 ASX-SIGNAL-G
HOMEX - Melbourne
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RE: TRANSACTIONS WITH THE OCEANIS AND AQUARIA GROUPS
The purpose of this letter is to update shareholders on the progress
of these transactions.
At the Extraordinary General Meeting on 10 March 2000, the
shareholders overwhelmingly approved the entry of linked transactions
with the Oceanis Group and the Aquaria 21 Group. The broad effect of
those transactions were:
* The purchase by Bliss of existing aquarium businesses in Melbourne,
Mooloolaba and Shanghai and to include a site for the construction of
an aquarium in Pusan, South Korea.
* Those assets were to be purchased by the issue of shares in Bliss
to Oceanis Holdings Pty Limited and Aquaria 21 Limited.
* After the issue of those shares, existing Bliss shareholders would
retain about 6% of the issued share capital of Bliss Corporation
Limited. Oceanis Holdings Pty Limited would hold about 60% of the
issued share capital.
* The remaining 34% of shares issued to Aquaria 21 Limited were in
part to be placed with the public to enable the shares of Bliss to be
requoted on the ASX.
In the view of the Board, the quick re-listing of Bliss shares is an
essential objective of the transactions.
All parties were required to complete a number of conditions before
the contracts could be completed. It was originally envisaged that
completion would take place on 16 March 2000.
Bliss completed all of its required conditions under the terms of
both agreements by 10 March in accordance with the contractual
timetables. Unfortunately, both the Aquaria Group and the Oceanis
Group have failed to complete a number of essential obligations. In
particular:
* The Aquaria Group was unable to provide audited accounts for the
businesses being purchased by Bliss in accordance with the contract
and which were due on 8 March 2000;
* The Aquaria Group has been unable to provide the consent of its
charge holder, Radwin Properties Limited, to the transaction;
* Oceanis Group has likewise been unable to provide the consent of
its financiers and charge holders, the National Australia Bank,
Solway Nominees Pty Limited and Dunkeld Pastoral Co. Pty Limited;
* Aquaria Group has been unable to provide a proper prospectus and
other documents necessary to ensure the re-listing of Bliss shares
upon the secondary placement to the public and which were due prior
to 10 March.
Other conditions were also not fulfilled by Aquaria.
By the effect of the agreements, the failure of Oceanis and Aquaria
to achieve the written consent of their financiers by 29 March 2000
has caused these agreements to be automatically rescinded by the
effect of the contracts themselves. There is therefore no longer any
agreement in place between the parties.
The Board of Bliss has however indicated to Aquaria and Oceanis that
it is still willing to consider a transaction in similar terms
providing all outstanding conditions are fulfilled to the Board's
satisfaction by 9 May 2000. This will represent an extension of over
two months from the dates required under the contractual timetable.
In particular the Board is concerned to receive a prospectus and
attendant documents in relation to the secondary placement to ensure
that if the transaction does take place, Bliss shares will be in a
position to be re-quoted.
In the event that Aquaria 21 Limited and Oceanis Holdings Pty Limited
are unable to meet this deadline then any further deal between the
parties will require re-negotiation and shareholders' approval.
We will keep you informed.
Sam Ming Foo
CHAIRMAN
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