Company announcements: DNEX

DNEX - MULTIPLE PROPOSALS

Announcement Type: General Announcement

Company Name	DAGANG NEXCHANGE BERHAD
Stock Name	DNEX
Date Announced	18 Jun 2014
Category	General Announcement
Reference No	MB-140618-66246

Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	DAGANG NEXCHANGE BERHAD (FORMERLY KNOWN AS TIME ENGINEERING BERHAD) (“DNEX” OR THE “COMPANY”)  PROPOSED RIGHTS ISSUE;  PROPOSED SPECIAL ISSUE;  PROPOSED ACQUISITIONS; AND  PROPOSED ESOS (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
On behalf of the Board of Directors of DNEX (“Board”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce the following:- a) proposed renounceable rights issue of 465,146,809 new ordinary shares of RM0.20 each in DNEX (“Share(s)” or “DNEX Share(s)”) (“Rights Share(s)”) together with 465,146,809 new free detachable warrants (“Warrant(s)”) at an issue price of RM0.21 per Share on the basis of three (3) Rights Shares together with three (3) Warrants for every five (5) existing DNEX Shares held as at an entitlement date to be determined later (“Entitlement Date”) (“Proposed Rights Issue”); b) OGPC and OGPCOG are collectively referred to as the “OGPC Group” or “Acquiree Companies”. The Proposed OGPC Acquisition and Proposed OGPCOG Acquisition are collectively referred to as the “Proposed Acquisitions”. c) DNEX had on 18 June 2014 entered into a conditional share sale agreement (“SSA”) with Azman bin Karim, Abdul Manaf bin Shariff, and Khoo Kok Seng (“Vendors”) for the proposed acquisitions of the following:- (i) 500,000 ordinary shares of RM1.00 each representing 100.0% of the issued and paid-up capital of OGPC Sdn Bhd (“OGPC”) (“OGPC Sale Share(s)”) for a purchase consideration of RM196,594,821 (“OGPC Purchase Consideration”) to be satisfied by partial cash consideration of RM96,844,740 and remaining RM99,750,081 via issuance of 383,654,158 new DNEX shares with 191,827,079 Warrants at an issue price of RM0.26 per Share (“Consideration Shares”) on the basis of one (1) Warrant for every two (2) new DNEX Shares issued as set out in Section 2.3.1 of this announcement (“Proposed OGPC Acquisition”); and (ii) 520,000 ordinary shares of RM1.00 each representing 52.0% of the issued and paid-up capital of OGPC O&G Sdn Bhd (“OGPCOG”) (“OGPCOG Sale Share(s)”), a 48.0% owned associate company of OGPC, for a purchase consideration of RM6,405,179 (“OGPCOG Purchase Consideration”) to be satisfied by partial cash consideration of RM3,155,260 and remaining RM3,249,919 via issuance of 12,499,688 new DNEX shares with 6,249,844 Warrants at an issue price of RM0.26 per Share on the basis of one (1) Warrant for every two (2) new DNEX Shares issued as set out in Section 2.3.2 of this announcement (“Proposed OGPCOG Acquisition”) The total purchase consideration for OGPC Group (as defined below) is RM203,000,000 (“OGPC Group Purchase Price”) which shall be satisfied by partial cash consideration of RM100,000,000 (“Cash Consideration”) and remaining RM103,000,000 via issuance of 396,153,846 new DNEX shares with 198,076,923 Warrants at an issue price of RM0.26 per Consideration Share on the basis of one (1) Warrant for every two (2) new DNEX Shares issued. OGPC and OGPCOG are collectively referred to as the “OGPC Group” or “Acquiree Companies”. The Proposed OGPC Acquisition and Proposed OGPCOG Acquisition are collectively referred to as the “Proposed Acquisitions”. d) proposed establishment of an Employee's Share Option Scheme ("ESOS") of up to five percent (5%) of the enlarged issued and paid-up share capital of DNEX (“Proposed ESOS”). The Proposed Rights Issue, Proposed Special Issue, Proposed Acquisitions, Proposed ESOS hereinafter collectively referred to as the “Proposals”. Further details of the Proposals are set out in the attachement below. This announcement is dated 18 June 2014.

Attachments Announcement -Proposals.pdf 547 KB

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