Announcement: AGL Trust Plan of Distribution

Published on February 26, 2016 16:46

HONG KONG — February 26, 2016 — This announcement, made by Legacy Fiduciary Services Limited, the Trustee of AGL Trust, provides further detail on the distribution of shares to the Beneficiaries of AGL Trust, and how it may be carried out in practice.

The Trustee has established Trust allotments of shares for each potential Beneficiary as identified to the Trustee by Amazon Gold Limited (AGL), and the plan of distribution covers shares which have currently been issued and have either been or are in the process of being delivered to the Trustee under the Trustee’s title. The Trustees have the undertaking of all titleholders to complete the process of re-registering the shares under the Trustee’s title. The final number of shares, which will be distributed to the Beneficiaries under the Trust, cannot be finally known until such time as the sign-up process is complete. The final deadline for Beneficiaries to complete the process is midnight, Hong Kong time, April 30th 2016. No Beneficiary should assume that their share position is final until they have completed the sign-up process to the satisfaction of the Trustee.

Due to the timing of the issuance of shares by the company, under US securities rules, a portion of the shares have cleared the legend (S10 Restrictions) on the shares. Other Certificates issued recently or yet to be issued will carry their own one-year legend. For this reason, each Beneficiary will be allotted shares from each issuance to ensure that all Beneficiaries are on an equal footing. Beneficiaries may not wish to receive certificates or transfers of restricted shares. Shares currently clear of the legends represent about 22% of the total shares eligible to be allotted to Beneficiaries. Restriction periods and legends are required and applied under US Law, therefore the Trustee has no ability to waive or modify such restrictions.

The Trust would suggest that Beneficiaries hoping to go to the market for liquidity should not order certificates or delivery of more than 20% of the shares allotted to their accounts. If a Beneficiaries wish to have all of their shares delivered under one certificate, then to ensure fairness to all Beneficiaries, all of the shares on the one certificate will be restricted shares.

In regard to distribution of Royale Globe Holding Inc. ("ROGP") shares, AGL Trust Beneficiaries’ attention is drawn to the following important points:

  1. The Trustee holds the title of the shares of ROGP on behalf and to the ultimate benefit of the AGL Trust Beneficiaries.
  2. The Settlor has provided the Trustee with the list of Beneficiaries as well as the benefit amount in shares of ROGP, to be allocated for each Beneficiary. The account balances are available once Beneficiaries sign in to the website through the online portal.
  3. Due to the nature and timing of how the ROGP shares have been allotted to the Trustee, there are various restrictions and conditions that apply to the ROGP shares held by the Trustee, as set forth by United States Securities and Exchange Commission.
  4. The Trustee will act to distribute the shares of ROGP held under the AGL Trust Deed so that all beneficiaries are on an equal footing as to the status of the shares based on their restriction periods. The shares continue to be held under the trust. However, at the Beneficiary’s discretion and expense, the shares can be either transferred into a brokerage account of your choice, or issued as a paper share certificate.

4.1. Beginning from February 26, 2016 the Trustee will start accepting initial requests for the delivery of shares for Beneficiaries:

4.1.1. As set forth by the transfer agent and registrar Empire Stock Transfer Inc., the cost of DWAC Confirmation & Electronic Delivery is US$125 and printing a paper share certificate   is US$60;

4.1.2. Before submitting a transfer request, please verify with your broker that they are able to accept paper certificates or DWAC Confirmation & Electronic Delivery. Third party expenses including Empire Stock Transfer fees are borne by the Beneficiaries on an "at cost basis." All internal administrative and other costs of such issuances to the Trustee are carried as part of the fees paid by the Beneficiaries to the Trustees.

4.2. Furthermore, it is announced that the Beneficiaries are allowed to transfer their beneficial ownership of shares to another Beneficiary within the AGL Trust in exchange for consideration (payment). The transferor and transferee must negotiate the transfer of beneficial ownership of ROGP shares, notify the Trustee of their intent, and conduct the transaction within the bounds of the Trust. Any monies paid in consideration of the transfer of beneficial ownership must be deposited into the Beneficiary’s Trust Deposit Cash Account. The Trustee reserves the right to judge the adequacy of the consideration payable and the terms under which the transfer will be executed.

Under the law, Trustees’ Customer Due Diligence and Anti-Money Laundering policies require that we obtain, verify, and record information that identifies each Beneficiary. The Trustee wishes to remind the Beneficiaries that it is very important that they submit a properly completed application along with supporting documents to avoid unnecessary delays during Trust Account opening or share transfer requests. The Trustee uses the information you provide to assist in confirming your identity and to help the government fight the funding of terrorism and money laundering activities. All documents provided for this purpose must be certified copies of the original documents. Additionally, we will take certain steps to verify your identity and the Trustee reserves the right to ask for any additional documentation, as deemed necessary.

 

Again, your trust account will not be fully active nor your beneficial interest in the shares final until you have fully completed the Trust Account opening procedure and submitted all the documents as prescribed by the Trustee. While all the Beneficiaries have the rightful claim to the ROGP stock as allocated by the Settlor, all Beneficiary accounts shall remain "locked" until necessary AML documents have been provided. As we are committed to safeguarding our Beneficiaries’ assets, we regret that no transaction within Trust Accounts can be executed until AML and KYC verification have been obtained. The Final deadline for the completion of the sign-up and registration process will be April 30, 2016. Any Beneficiary who has not completed the sign-up and registration process by Midnight of April 30th 2016 will forfeit the offer of the shares.

Many Beneficiaries have joined AGL Trust on the journey so far and we feel privileged to have received such a large number of new Beneficiary applications over past few months. Our goal is to always provide excellent service and we are working hard to do so. We look forward to working with the Beneficiaries in the ongoing distributions.

Sincerely,


Douglas R. E. Wilson
Legacy Fiduciary Services Limited


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