1. INTRODUCTION
Pursuant to Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Titijaya wishes to announce that the Company had on 8th May 2015 entered into a Share Sale Agreement (“SSA”) with Fazidah Binti Abdullah and Chan Peng Kooh (“Vendors”) to acquire 100% equity interest in Tulus Lagenda Sdn Bhd (“TLSB") comprising 1,000,000 ordinary shares of RM1.00 each for a purchase consideration of RM3,000,000/-, upon terms and conditions as stipulated in the SSA (“Acquisition”).
2. BACKGROUND INFORMATION OF TLSB
TLSB was incorporated in Malaysia as a private company limited by shares under the Companies Act, 1965 on 1st April 2013 and has an authorised share capital of RM1,000,000 divided into 1,000,000 ordinary shares of RM1.00 each, of which have been fully paid-up.
TLSB is principally engaged in investment holding.
The directors and shareholders of TLSB together with their respective shareholdings in TLSB are as follow:-
|
Name of Directors and Shareholders
|
Shareholding
(No. of Ordinary Shares of
RM1.00 each)
|
Percentage
(%)
|
|
Fazidah Binti Abdullah
|
500,000
|
50%
|
|
Chan Peng Kooh
|
500,000
|
50%
|
|
Total
|
1,000,000
|
100%
|
Under the terms of the SSA, the completion of the Acquisition is subject to satisfaction of certain conditions precedent. Upon completion of the Acquisition, TLSB shall become a wholly owned subsidiary of Titijaya.
3. CONSIDERATION OF THE ACQUISITION
The purchase consideration for the Acquisition to be settled entirely by way of cash was arrived at on a “willing-buyer willing-seller” basis after taking into consideration, amongst others, the cost of investment of the Vendors and the future earnings prospects of TLSB.
4. FINANCIAL EFFECTS
The Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of the Company.
The Acquisition is not expected to have any material effects on the earnings or net assets of the Company for the financial year ending 30 June 2015.
5. SOURCE OF FUNDING
The Acquisition will be funded through the Company’s internally generated funds.
6. LIABILITIES TO BE ASSUMED
Save for those liabilities incurred by TLSB in the ordinary course of business, there are no additional liabilities (including contingent liabilities and guarantees) to be assumed by the Company arising from the Acquisition.
7. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE ACQUISITION
The highest percentage ratio applicable to the Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.77%, computed based on the purchase consideration as compared to the audited consolidated net assets of the Company as at 30 June 2014.
8. APPROVALS REQUIRED
The Acquisition is not subject to the approval of the shareholders of the Company and any other authorities.
The Acquisition is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company.
9. DIRECTORS’ AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS
None of the Directors and/or major shareholders of the Company and/or persons connected to them, has any interest, direct or indirect, in the Acquisition.
10. STATEMENT BY DIRECTORS
The Board of Directors of Titijaya, having taken into consideration all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of Titijaya.
This announcement is dated 8th May 2015
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