OPCOM - MULTIPLE PROPOSALS
| Company Name | OPCOM HOLDINGS BERHAD (ACE Market) |
| Stock Name | OPCOM |
| Date Announced | 30 Jul 2014 |
| Category | General Announcement |
| Reference No | MI-140730-66374 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | OPCOM HOLDINGS BERHAD (“OPCOM” OR THE “COMPANY”) (I) PROPOSED ACQUISITION; AND (II) PROPOSED BONUS ISSUE |
On behalf of the Board of Directors of Opcom, RHB Investment Bank Berhad wishes to announce that the Company proposes to undertake the following: (i) ONSB, Hikari Capital Limited (“Hikari”) and Unigel Technologies Limited, a wholly-owned subsidiary of Hikari (“UTL”) had on 26 July 2014, entered into a conditional share purchase agreement with Unigel Limited (“Vendor”) together with the covenantors namely, Gary Steven Robinson, Richard Barrie George, Ian Charles Hatchell, Mukhtiar Singh Sohal and Richard Michael Rund (“Covenantors”) (“SPA”) for the acquisition of an aggregate of 1,000,000 ordinary shares of GBP1.00 each in Unigel (“Unigel Shares”), representing the entire equity interest in Unigel, from the Vendor for a purchase consideration of approximately USD9,188,470 (equivalent to RM29,127,450) to be satisfied entirely by way of cash, subject to adjustments as set out in Section 2.2.2 of this Announcement. The Proposed Acquisition involves the acquisition by ONSB of 400,000 Unigel Shares which representing 40% of the equity interest in Unigel for a purchase consideration of approximately USD3,675,388 (equivalent to RM11,650,980). The remaining 60% of the equity interest in Unigel will be acquired by UTL. In addition, ONSB had entered into a conditional shareholders’ agreement with UTL on 23 July 2014 to govern the relationship of ONSB and UTL in Unigel (“Shareholders’ Agreement”). The Shareholders’ Agreement is conditional upon signing of the SPA and the salient terms of the Shareholders’ Agreement are set out in Section 2.7 of this Announcement; and (ii) a bonus issue of 32,250,000 Bonus Shares on the basis of one (1) Bonus Share for every four (4) existing Opcom Shares held on a date to be determined later. (the Proposed Acquisition and Proposed Bonus Issue are collectively referred to as the “Proposals”) The Proposed Acquisition is deemed a related party transaction pursuant to Paragraph 10.08 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad in view of the interest of Chhoa Kwang Hua, an executive director and shareholder of Opcom, who is also a director and deemed major shareholder in UTL. Please refer to the attachment for further details of the Proposals. This announcement is dated 30 July 2014. | |
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