1. INTRODUCTION
Pursuant to Paragraph 9.19(25) and voluntary disclosure pursuant to Paragraph 10.05 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), the Board of Directors of TMS wishes to announce that its wholly-owned subsidiary, Open Adventure Sdn. Bhd. (“OASB”) had on 11 May 2015 disposed 70% equity interests in Open Adventure Technologies Sdn. Bhd. (“OAT”) which comprises 7,000 ordinary shares of RM1.00 each to Goh Yeong Hui and Wan Ezwilme Bin Wan Omar (“the Purchasers”) for a total cash consideration of RM2/- (“Consideration”) (hereinafter referred to as “Disposal”).
In consequence thereof, OAT has ceased to be a subsidiary of the Company.
2. DETAILS OF THE DISPOSAL
2.1 Information of OAT
OAT was incorporated in Malaysia on 25 April 2011 as a private limited company under the Companies Act, 1965 and is principally engaged in the businesses of software development and support services. The current authorised share capital of OAT is RM100,000/- comprising 100,000 ordinary shares of RM1/- each. OAT’s issued and paid-up share capital is 10,000 ordinary shares of RM1/- each.
Based on its latest audited financial statements for the financial year ended 31 December 2014, OAT recorded a loss after taxation of RM71,141/- with a net liabilities of RM425,946/- and accumulated losses of RM435,946/-.
2.2 Basis and Justification for the Consideration
The total cash consideration of RM2/- is arrived at after taking into consideration the net liabilities of OAT at 31 December 2014 of RM425,946/-.
2.3 Information on the Purchasers
The Purchasers are Goh Yeong Hui and Wan Ezwilme Bin Wan Omar, both are Malaysian.
3. RATIONALE FOR THE DISPOSAL
The Disposal was in line with the Group’s (i.e. the Company and its subsidiaries) overall objective to dispose non-active and loss-making subsidiary and to continuously attempt to enhance its shareholders’ value.
4. LIABILITIES TO BE ASSUMED
Save for the liabilities stated in OAT’s accounts, there are no other liabilities, including contingent liabilities and guarantees, to be assumed by the Purchasers pursuant to the Disposal.
5. FINANCIAL EFFECTS OF THE DISPOSAL
5.1 Share Capital and Shareholding Structure of the Substantial Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders of TMS.
5.2 Earnings, Net Assets and Gearing
The Disposal is not expected to have any material impact on the earnings, net assets and gearing of the Group for the financial year ending 31 December 2015.
6. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders as the highest percentage ratio pursuant to paragraph 10.02(g)(viii) of the Listing Requirements is 0.01%, based on the aggregate original cost of investment in OAT over the net assets of the Company.
7. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of TMS as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
8. STATEMENT OF THE DIRECTORS
The Board of Directors of the Company is in the opinion that the Disposal is in the best interest of the Company and its shareholders.
9. OTHER MATTERS
9.1 Estimated time frame for completion
Barring any unforeseen circumstances, the Disposal is completed on 11 May 2015.
This announcement is dated 11 May 2015.
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