SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
[ X ] Definitive Information Statement
TIGER GROWTH CORPORATION
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(Name of Registrant as Specified In Its Articles)
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Tiger Growth Corporation
c/o Nautilus Global Partners
700 Gemini, Suite 100, Houston, TX 77056
INFORMATION STATEMENT
We are not asking you for a proxy and you are
requested not to send us a proxy
Summary
This Information Statement is being furnished to the holders of
outstanding Ordinary Shares, par value $0.001 per share, of Tiger Growth
Corporation, a Cayman Islands exempted company incorporated with limited
liability (the "Company"), as of December 28, 2007 (the "Record Date"), in
connection with:
1. THAT an amendment to the Company's Memorandum and Articles of
Association (together, the "Articles") be effected in order to divide and
increase (the "Consolidation") the share capital of the Company as follows:
FROM: US$51,000 divided into 50,000,000 Ordinary Shares of US$0.001
par value each and 1,000,000 Preference Shares of US$0.001 par value
each:
TO: US$62,800 divided into 78,125,000 Ordinary Shares of US$0.00064
par value each and 20,000,000 Preference Shares of US$0.00064 par
value each, such additional shares having the rights and privileges
and being subject to the restrictions as determined from time to time
by the Company's Board of Directors.
BY:
(i) The division of 50,000,000 Ordinary Shares of US$0.001 par
value each into 78,125,000 Ordinary Shares of US$0.00064 par value
each;
(ii) The division of 1,000,000 Preference Shares of US$0.001 par
value each into 1,562,500 Preference Shares of US$0.00064 par value
each;
(iii) The creation of 18,437,500 Preference Shares with a par
value of US$0.00064 each.
2. THAT an amendment to the Company's Articles be effected in
order to change the name of the Company to Aegean Earth And Marine
Corporation.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
The cost of this Information Statement will be borne by the Company.
This Information Statement is first being sent to shareholders on or
about January 8, 2008.
The meeting will be held at the principal offices of the Company at
700 Gemini, Suite 100, Houston, TX 77056 at 10:00 AM Central Daylight Time
on January 28, 2008.
Record Date
The Company's Board of Directors on December 28, 2007 adopted, by
unanimous written consent, resolutions (i) recommending the amendments to
the Company's Articles to affect the changes listed above, and (ii) calling
an extraordinary general meeting of the holders of Ordinary Shares of the
Company as of the close of business on December 28, 2007 (the "Record
Date").
Pursuant to the laws of the Cayman Islands, approval of the foregoing
resolutions requires the approval by two thirds of the shareholders who
vote at a general meeting. Further, pursuant to the laws of the Cayman
Islands, shareholders of record as of the meeting date are entitled to
vote at the meeting. The Company's Board of Directors has scheduled
a general meeting, but is not soliciting proxies in connection with the
meeting since one of the Company's shareholders, holding approximately 78%
of the issued and outstanding Ordinary Shares has indicated to the Company
that it intends to vote for the above Amendments to the Company's Articles
which will take effect upon registration of the Amended Articles.
Accordingly, the Company is not soliciting proxies in connection with the
meeting and is providing this Information Statement for information
purposes only.
Voting Securities
The voting securities of the Company are its Ordinary Shares, of
which 50,000,000 shares are authorized and 1,281,500 were issued and
outstanding as of December 27, 2007. All outstanding Ordinary Shares are
entitled to one vote on each matter submitted for voting by the
shareholders.
Security ownership of certain beneficial owners
The following table sets forth, as of December 27, 2007, the number
of Ordinary Shares owned of record and beneficially by our executive
officers, directors and persons who hold 5% or more of our outstanding
Ordinary Shares.
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Name and Address Amount and Nature of Percentage of
Beneficial Ownership Class
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David Richardson* 50,500 (1) 3.9%
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Joseph Rozelle* 0 (2) 0.0%
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Nautilus Global Partners, LLC 1,000,000 (3) 78.0%
700 Gemini, Suite 100
Houston, TX 77058
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Mid-Ocean Consulting Limited 50,000 3.9%
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
Nassau, Bahamas
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All Officers and Directors 50,500 3.9%
as a group (2 individuals)
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* The address of Messrs. Richardson and Rozelle is c/o Nautilus Global
Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058.
(1) Includes 50,000 shares held by Mid-Ocean Consulting Limited. Mr.
Richardson is the owner and the President and CEO of Mid-Ocean Consulting
Limited and has voting and investment control over such shares. Also
includes, 500 shares held by Mr. Richardson's wife.
(2) Does not include 1,000,000 shares held by Nautilus Global Partners.
Mr. Rozelle is the President of Nautilus Global Partners but does not have
voting or investment control over such shares.
(3) Christopher Efird owns 40% of the ownership interests of Nautilus and
Benchmark Equity Group owns 20% of the ownership interests of Nautilus.
Mr. Frank DeLape is the 100% owner of Benchmark. In addition, Mr. DeLape
controls entities that collectively own 20% of the ownership interests of
Nautilus. Mr. Stephen Taylor owns 20% of the ownership interests of
Nautilus. Based upon their ownership interests in Nautilus, each of Efird,
Benchmark, DeLape and Taylor may be deemed to be the indirect beneficial
owners of the ordinary shares. Each of Efird, Benchmark, DeLape and Taylor
disclaims beneficial ownership of such ordinary shares held by Nautilus,
except to the extent of their respective pecuniary interests therein.
PROPOSAL NO. 1
AMENDMENTS TO MEMORANDUM AND ARTICLES
A holder of 78% of the outstanding Ordinary Shares has indicated to
the Company that it intends to vote in favor of the Amendments to the
Company's Articles. Accordingly, the Company is not seeking proxies from
shareholders and is providing this notice for information purposes only.
Reasons for Amendments
The Company's Board of Directors believes that the proposed division
and increase to the Company's share capital will make the Company's share
capital structure more attractive to prospective business ventures. The
Company's Board of Directors has entered into negotiations pursuant to which
the Company may acquire all of the issued and outstanding capital share of a
company engaged in the business of construction in Europe, and,
accordingly, the Company's Board of Directors has proposed to amend the
Company's share capital structure. Although it is generally expected that
a split will result in a proportionate decrease in the market price of the
split shares, because there is no trading in our shares, we do not expect a
change in the market price of our Ordinary Shares.
As resolute of the division and increase in share capital, the par
value of the Company's Ordinary Shares and Preferences Shares will change
from US$0.001 to US$0.00064 per share.
In addition, the Company's authorized share capital will be increased
to 78,125,000 Ordinary Shares and 20,000,000 Preference Shares.
As of December 27, 2007, there were 1,281,500 Ordinary Shares
outstanding. The Company has not issued any Preference Shares. The
Company was formed for the purpose of acquiring, through a share exchange,
asset acquisition or similar business combination an operating business and
the Board of Directors considers this share capital to be insufficient for
the Company to meet various needs that may arise from time to time in the
future. The Board of Directors believes that increasing the Company's
share capital will provide the Company with greater flexibility to pursue
acquisition candidates and to take other actions to enhance shareholder
value.
The Board of Directors believes that the division and increase in the
Company's share capital will provide sufficient shares, without additional
expense or delay, for investments or acquisitions by the Company, share
sales, grants, sales or awards under future management incentive and
employee benefit plans and programs, share splits or share dividends and
other general corporate purposes.
Ordinary Shares
Each additional Ordinary and Preference share authorized by the
Amendment to the Company's Articles will have the same rights and
privileges as each such share currently authorized or outstanding.
Holders of Ordinary Shares are entitled to one vote for each ordinary
share on all matters to be voted on by the shareholders. Holders of
Ordinary Shares do not have cumulative voting rights. Holders of Ordinary
Shares are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion from
funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of Ordinary Shares
are entitled to share pro rata all assets remaining after payment in full
of all liabilities. Holders of Ordinary Shares have no preemptive rights
to purchase Ordinary Shares. There are no conversion or redemption rights
or sinking fund provisions with respect to the Ordinary Shares.
Authorized but unissued Ordinary Shares may be issued at such times,
for such purposes and for such consideration as the Board of Directors may
determine to be appropriate without further authority from the Company's
shareholders, except as otherwise required by applicable law.
Preference Shares
The designations, rights and preferences of the Company's Preference
Shares shall be determined from time to time by the Company's Board of
Directors.
PROPOSAL NO. 2
AMENDMENT OF THE COMPANY'S CHARTER TO CHANGE THE NAME OF THE COMPANY
The Board of Directors of the Company adopted a resolution to
recommending that the shareholders adopt a resolution changing the name of
the Company from Tiger Growth Corporation to Aegean Earth and Marine
Corporation. One of the Company's shareholders, holding 78% of the issued
and outstanding Ordinary Shares of the Company has confirmed its intention
to vote its shares in favor of the resolution.
Reasons for Approving the Name Change
The primary purpose of the name change is to better represent the
Company's proposed business. The Company's Board of Directors has entered
into negotiations pursuant to which the Company may acquire all of the
issued and outstanding capital share of a company engaged in the business
of construction in Europe. Because of this potential change in the overall
direction in the corporation's business, the Board of Directors has
determined to change the Company's name.
Certificates for the Company's Ordinary Shares that recite the name
"Tiger Growth Corporation" will continue to represent shares in the Company
after the effective date of the amendment.
The forgoing amendments to the Company's Articles will be effective
upon filing of the Amended Articles in the Cayman Islands, which is
expected to occur no sooner that 20 calendar days after the mailing hereof.
The Company has determined that a shareholder holding the necessary
number of votes to approve the foregoing resolutions will vote in favor of
their adoption. Accordingly, the Company is sending this Information
Statement to you as a matter of regulatory compliance. The Company is not
seeking your proxy and you are requested not to send a proxy. This
Information Statement is intended to provide our shareholders information
required by the rules and regulations of the Securities Exchange Act of
1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.