Corporate Proposals for American Southwest Holdings Inc.; 'Spin Off' Transaction.SCOTTSDALE, Ariz. -- Your board of directors have considered the funding offer from a substantial U.K.-based investment fund, and have decided to put in place the necessary steps to be able to take advantage of this offer and any other offer of funding that may arise. This will involve: 1. The formation of a new company, Metal Sands PLC, a London-based company. 2. The raising of pre-IPO pre-IPO An offering of a company's shares prior to the firm's initial public offering. Investing in a pre-IPO tends to be very risky, in part because the planned IPO may never take place. funds through that company. 3. Listing of this company on the AIM market, in London. 4. An "in specie Specific; specifically. Thus, to decree performance in specie is to decree Specific Performance. In kind; in the same or like form. A thing is said to exist in specie when it retains its existence as a distinct individual of a particular class. " distribution of shares in Metal Sands PLC, to American Southwest Holdings shareholders, at a date and ratio to be determined. This will mean that shareholders will own shares in both companies, at no additional cost. 5. The transfer of some assets into Metal Sands PLC. In respect of other corporate matters, it is expected that the filing of a Registration Statement will be completed and lodged with the SEC by the middle of August. Application will then be made to Nasdaq for readmission readmission Managed care The admission of a Pt to a health care facility for a condition–eg, stroke, MI, GI bleeding, hip fracture, cancer surgery, shortly after discharge. See nth admission. Cf Admission, Discharge. to the OTCBB OTCBB See OTC Bulletin Board (OTCBB). . Discussions are being developed with parties in South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. , Mozambique and India, with a view to entering into possible joint ventures, for the production of heavy minerals, particularly zircon zircon Silicate mineral, zirconium silicate, ZrSiO4, the principal source of zirconium. Zircon is widespread as an accessory mineral in acid igneous rocks; it also occurs in metamorphic rocks and, fairly often, in detrital deposits. . This is in keeping with the board's policy of value adding, to the shareholders of the company. This press release contains "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. American Southwest Holdings Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that we will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism Terrorist acts and the threat of Terrorism have occupied the various law enforcement agencies in the U.S. government for many years. The Anti-Terrorism and Effective Death Penalty Act of 1996, as amended by the usa patriot act and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown For articles with similar titles, see Slow Down (disambiguation). A slowdown is an industrial action in which employees perform their duties but seek to reduce productivity or efficiency in their performance of these duties. in expense growth; our ability to retain key management and employees; intense competition and our ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirement and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in American Southwest Holdings Inc.'s SEC filings. American Southwest Holdings Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with American Southwest Holdings Inc.'s business, please refer to the risks and uncertainties detailed from time to time in American Southwest Holdings Inc.'s SEC filings. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion