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Trustee comments on the announcement made by AGL/GCL 07-06-2016
Published on June 8, 2016 18:45
AGL Trust Members,
We are pleased to have received a positive announcement on the ongoing process of the corporate exercise from the Management Team at AGL. They are diligently working through the issues at hand with the regulatory reviews from the SEC which are, according to the announcement, the cause of the delays. Also as stated, it does not affect the NYSE Company’s plans to complete the corporate structuring, so that brokers can start trading shares in the marketplace. However, we do not have a definitive time on when the selling of NYSE shares can be achieved. We are in constant communication with the Management for more information and updates on this matter.
In the light of these developments, we have now published the ROGP Share Entitlement balances to a majority of the Trust members. Please note, however, that the ROGP Share Entitlement balance is derived using automated matching and based on the information as provided by the Management, as well as the AGL and/or GCL membership information you provided during the AGL Trust account opening. The ROGP Share Entitlement balance is subject to change without notice, and the Trustee makes no warranties or representations as to its accuracy, completeness or frequency that it is updated.
The basis of the 5 (five) to 1 (one) ROGP Share Entitlement is to give Members a pro rata share position required to determining the number of shares to place in Trust on behalf of the members.  It is important to understand that the 5 to 1 rollback does not mean the value of your shares has been reduced or lost; the value remains the same. As explained by the Management, this rollback exercise is necessary in order to accomplish the NYSE Company’s overall marketing and distribution plans. Your ROGP Share Entitlement balances can now be viewed via ITS at http//its.legacytrust.com.hk.
Legacy has been made aware of the complicated nature of the process of completing the restructuring of the NYSE Company, and we also appreciate that many members are unlikely to be familiar with all aspects of this complicated and difficult process. On the Trust level, we are also dealing with Members from many different jurisdictions with different securities laws. In order to provide a fully compliant structure that meets our Members’ legal and taxation requirements, we must have your full cooperation. The Trustee is making the most efficient use of our resources and doing everything its power to address Member questions and/or concerns. We ask AGL Trust Members to be patient, and urge the use of ITS to get the latest official updates and information.
Thank you for your understanding and continued support.
Announcement: AGL Timeline update
Published on March 7, 2016 14:17
Dear AGL Trust Beneficiary,
We are sending you this communication to keep you up-to-date with all of the latest news and developments in regard to AGL Trust.
Mar 7th, 2016:
Distribution of printed Trust certificate will be discontinued. Legacy has drawn upgrade plan for its IT facility, soon members will be able to obtain their Trust Certificate through online platform. It will be more convenient for members to access their Trust Certificate- anytime and anywhere with internet connections.
April 30th, 2016:
Deadline for completion of all Online trust sign ups and receipt by the Trustee of all required documentation and payments. Accounts where either payment or documentation (Incomplete application details, failure to provide certified copies of photo ID and proof of residence) is not completed, will be forfeited (lose their share positions) and will not be included in the total allotment of shares to be distributed under the current ROGP distribution.
May 1st, 2016:
Announcement of the ratio of Cabaran Ultima Group Inc. NYSE shares to ROGP shares to be allocated to the trust beneficiaries will be made. Members will be allocated ROGP shares based on their membership positions.
No allotted position is final until such time as each member has fully completed their sign-up process to the satisfaction of the Trustees and accepted unconditionally as a beneficiary. As stated above, incomplete or missing sign-ups will forfeit all shares if not complete by 12:00 Midnight April 30, 2016. On May 1, 2016 the final total distribution under the ROGP offer will be final and from there the final ratio of ROGP shares to NYSE shares will be announced.
May 1st, 2016:
Digital Trust certificates and welcome letter will be accessible on the ITS system. Every AGL member with an approved Trust account will have access to Digital Trust Certificate and supplementary documents to welcome packages through online platform.
We would like to remind all AGL member that it is unnecessary to have a printed Trust certificate in order to access their Trust account.
For people trying to look up the company, based on the intended name Cabaran Ultima Group Inc., the trading symbol and company name of the NYSE Company is being kept under wraps for the time being to avoid the potential of insider trading. It can be anticipated that an announcement will be made when the final name change has taken effect and all information has been announced publicly.
Legacy Trust Company Limited
Announcement: To Beneficiaries and Members
Published on February 7, 2016 17:44
Gong Xi Fa Cai, Happy New Year 2016 and Great News. The final membership list for the AGL Trust including GCL has been finalized and approved by Amazon Gold Limited (AGL). This allows the reservation of all Member trust positions and the for Trustee to complete required filings begin the job of getting your shares to you.
The Trustee will announce the opening of an online system designed to provide current Trust share positions and account status to all members with valid account numbers and verified ID’s. We anticipate the system will go live shortly after Chinese New Year. Details are as follows:
The sign-up or registration process
Under current regulations in the USA and in most other jurisdictions, no financial transaction including any share issuance can be made without the completion of an Anti Money Laundering (AML) or anti money laundering review to verify the beneficiaries’ identification.
This is the same for traded shares, which cannot be issued without the Anti Money Laundering Ordinance (AMLO) and registration process completed and verified, no shares can be distributed to any member who has not supplied the required documentation. All documentation must be certified by a Lawyer, Commissioner of Oaths or Notary Public or other Suitable Certifier, before the Trustee can accept and verify it.
Please ensure that you have supplied certified copies of your ID and Proof of Residence (not more than 3 months old) to the Trustee as part of your registration or sign-up. If you have not yet registered, your trust reservation will remain valid until April 30, 2016.
Due to the workload of completing, verifying and distributing member shares, the Trustee will not be accepting in-person registration of members nor attending events after February 26th 2016 If you have not registered before that date, the Online registration system will remain available until April 30, 2016.
Any share reservations not claimed by registration by that time, shall revert to the company on May 1, 2016. This offer shall be withdrawn at that time.
Again, the active Sign up or registration period has been extended through February 26, 2016 to allow AGL Trust members to participate by registering with their Member IDs directly at the Hong Kong office or in sign up events until that time. The online system will remain active throughout as an alternative option.
Whether you registered through Legacy or an alternate Trustee, all share certificates must be issued by the Company’s (share) transfer agents on the instruction of the Trustee.
If you registered through an alternate trustee, your registration with the trust shall be honoured and your payment of a set-up fee is recognized.
Due to Anti Money Laundering requirements all members provide Certified Copies of acceptable Photo Identification and Proof of Residential address. If you have not yet done this your registration is incomplete and the Transfer agent cannot complete your distribution.
Where Certified documents have not been provided or there is other critical information missing each member will need to send certified copies of their ID and proof of residence to Marathon as well as fill out a supplemental information sheet required to complete your registration file. NO distribution can be made until this is completed. We regret any inconvenience caused.
Third Party Websites and misinformation
There has been a large volume of internet chatter, unauthorized websites and misinformation on the web and circulated by rumors. While the Trustee and AGL apologize for the inconvenience and concern, there is little we can do to manage such unauthorized spread of misinformation.
The root of this misinformation seems to be based on the incorrect description of the AGL offer as some form of forced share swap or attempt to force Members of Maxim Traders to accept an AGL Trust position as a replacement for their holding there.
While AGL is making this offer to persons who may be or have been from other organizations, AGL is making this offer purely to build a support base for our current and future projects.
Nothing in AGL trust’s offer is based on any swap of any other organization’s investment positions for AGL Trust position.
AGL is simply offering to allow members to participate with no cost except that of Trust set up and administration fee. Any investment position you may have with any other organization is between you and that organization.
While we have observed their apparent regulatory difficulties over the past year, AGL hopes that once the regulatory issues are resolved, there may be renewed hope for Maxim Traders.
AGL is not connected to nor associated with any other organization and we have no capacity to swap your investment position nor are we accepting any another organization positions as payment for your Trust Position.
Rumors and misinformation on this topic have been very troublesome, though not based in facts, they have caused delays and problems for your program. They have caused the regulators in various jurisdictions to assume that AGL is related or associated party and that false claims in various unrelated websites may have been made by the company.
Please ignore any and all statements about AGL Trust that do not come from Amazon Gold Limited or the Trustees of AGL Trust. No other parties are authorized to speak on the company’s or the Trustee’s behalf.
Please do not participate in spreading or carrying on such unsupported speculations. You only further delay or potentially damage your own interests.
With everyone’s cooperation and support, we can work together to make this process smooth and successful for all involved.
Douglas R. E. Wilson
Legacy Fiduciary Services Limited
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:
- The Trustee holds the title of the shares of ROGP on behalf and to the ultimate benefit of the AGL Trust Beneficiaries.
- 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.
- 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.
- 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.
Douglas R. E. Wilson
Legacy Fiduciary Services Limited
Retrieve Your Trust Account Login Details - Integrated Trust System ("ITS")
Published on February 29, 2016 12:00
Dear Valued Customer,
Legacy Trust Company’s ITS offers you the most innovative and up to date Trust Account Management tools that will help you to better manage your assets.
We are delightful to announce your ITS Trust Account is ready for you today.
Please follow the below log-in instructions to access your ITS Trust Account:
- Go to https://trustsetup.com.hk/get-its-credentials/
- In field "AGL / GCL Member ID" type in your AGL / GCL Member ID
- In field "AGL / GCL Username" type in your AGL / GCL Username
- In field "Passport Number" type in your passport number
- Click "Submit" button
- Your ITS log-in details should be shown on the screen
- Go to https://its.legacytrust.com.hk and login using your ITS credentials
If there is any problem with your ITS Trust Account log-in, please contact email@example.com
We appreciate your patience with us.
FAQ: The Published SEC List of Beneficial Owners
Published on March 10, 2016 16:15
Why are the number of shares allotted to me different from the number of shares from my Membership account?
A1 Short answer:
"The allotments currently listed on the Edgar Site are incomplete, partial allotments only, please disregard the share totals listed there until the process is completed after May 1 2016"
A2 More detailed answer:
"Shares are being issued from each certificate, based on consolidated membership positions (including all nominee accounts) on a pro rata basis. Once all certs are issued and split, the number will match the total consolidated allotments per the master member list. Shares of each of the certificates being split are being allotted on a pro rata basis, therefore the positions can only be calculated in reverse by understanding what accounts have been consolidated."
"The Current SEC list contains the pro rata allotments for all of the intended Beneficiaries on the master members list as is legally required under SEC Rules. Any Intended beneficiaries who have not claimed their shares by completing the sign up will be struck from the register in amended filings on or shortly after May 1 2016. Only at that time will these lists accurately reflect the actual aggregate final Beneficiary positions, and then only when the allotments under each certificate are added together for each consolidated beneficiary account."
"As the current list represents all intended beneficiaries, including any nominee accounts they hold, all beneficiaries should disregard any positions reflected in these filings as none of these allocations are final until after amended final lists are filed after May 1 2016."
Why has Legacy released the names of the intended beneficiaries of the Trust to the SEC.
It is legally required that the trustee disclose the names of the beneficiaries. As the Trustee holds the shares for beneficial owners rather than for their own benefit, failure to submit this required information within the required timelines would be a breach of SEC rules and would cause serious problems for both the trustees and the ultimate beneficial owners.
* SEC means the United States Securities and Exchange Commission.