Shanghai Century Acquisition Corp. (AMEX:SHA)
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Shanghai Century Acquisition Corporation (AMEX: SHA) At the Company’s
July 8, 2008 General Extraordinary Meeting of the Shareholders, Cosimo
Borrelli and Jacqueline Walsh, both of Borrelli Walsh Limited, were
appointed to serve as liquidators of the Company. The liquidators’
responsibilities include the settling any outstanding creditor claims
and making a pro rata distribution to the holders of securities issued
in the Company’s April 28, 2006 initial public
offering (the “IPO”),
from the trust account (the “Trust Account”)
into which the net proceeds of the IPO were deposited (plus (i) one-half
of the interest earned on the Trust Account and (ii) any remaining net
assets) The per share distribution amount will not be determined until
after the liquidators have evaluated and paid the creditors’
claims and may be less than the IPO price of US$8.00 per unit. As of May
31, 2008, approximately US$114,500,000 was held in the Trust Account and
invested in money market funds.
The Company’s annual report on Form 20-F for
the year ended December 31, 2007 was initially due on June 30, 2008. The
filing of Form 20-F is a requirement for the Company’s
continued listing on the American Stock Exchange ("AMEX"). The Company
has today received a notice from AMEX regarding this delinquent filing
and that it is not in compliance with sections 134 and 1101 of the AMEX
Company Guide. The liquidators have determined that a Form 20-F for the
year ended December 31, 2007 will not be filed for the following
reasons: the Company is in the process of liquidation and additional
expenses should be minimized to allow for a larger distribution to
shareholders and the Company’s major asset as
of December 31, 2007 was the Trust Account and information with respect
thereto has been given to shareholders.
Shanghai Century Acquisition Corporation was formed for the purpose of
acquiring an operating business. In April 2006 the Company raised US$115
million in its IPO of which approximately $110 million was deposited
into the Trust Account. Since the Company’s
proposed acquisition was not approved by its shareholders, the Company
is required to liquidate and dissolve in accordance with its charter and
applicable law.