Introduction
Unimech Capital Sdn. Bhd. (“UCSB”), a wholly owned subsidiary company of Unimech Group Berhad (“UGB” or “the Company”) had on 05 May 2015 acquired 20,000 ordinary shares of RM1.00 each, representing 20% of the total issued and paid up share capital of Tri-Axis Technology (M) Sdn. Bhd. (“TAT”) for a total cash consideration of RM160,000.00 from Mr. Vincent Ooi Teong Choon (“VOTC”) (“the Acquisition”).
In consequence thereof, TAT becomes an 80% owned subsidiary of UCSB.
Information on TAT
TAT was incorporated on 31 December 2009 under the Companies Act, 1965 as a private limited company. The current authorized, issued and paid up share capital of TAT is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each. Before the Acquisition, TAT is 60% owned by UCSB.
The principal activities of TAT are supplies of automation solution, pneumatic and industrial components.
TAT had an audited shareholders’ fund of RM406,291 as at 31 December 2014.
Information of VOTC
VOTC is a Malaysian. He is one of the existing shareholders of TAT. He has no directorship and/or shareholding in UCSB and UGB.
Purchase Consideration
The purchase consideration of RM160,000.00 is based on the prospects and earnings potential of TAT.
Rationale for the Acquisition
The Acquisition enables UGB to strengthen its control of TAT and is expected to benefit from the potential increase of earnings contribution from TAT in future.
Source of Funding
The Acquisition was sourced from internally generated fund.
Financial Effects
The Acquisition will not have any material effect on the net assets per share, earnings per share and gearing of UGB for the financial year ending 31 December 2015.
The Acquisition also has no effect on the share capital and substantial shareholders’ shareholding of UGB.
No liability would be assumed by UCSB and UGB in the Acquisition.
Directors’ and Major Shareholders’ Interest
None of the Directors and Major Shareholders or persons connected to the Directors or Major Shareholders has any interest, direct or indirect in the Acquisition.
Approval Required
The Acquisition is not subject to the approval of the shareholders of UGB or any other governmental authorities.
Statement by the Board of Directors
The Board of Directors is of the opinion that the Acquisition is in the best interest of UGB.
Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
The highest percentage ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Acquisition is 0.36%.
This announcement is dated 05 May 2015
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