Upon completion of the Proposed Acquisition, Sime Darby will hold an indirect interest of 99.9995% shareholding in IEC.
2. Salient Terms of the SPA
The salient terms of the SPA are as follows:
2.1 Within 7 business days upon execution of the SPA, SMH shall pay on behalf of the Buyers, a refundable deposit of THB15,000,000 (equivalent to approximately RM1,500,000) to the Deposit Escrow Agent (Citibank, N. A., Bangkok Branch). The remaining balance of the total purchase consideration shall be paid upon the completion of the Proposed Acquisition subject to any adjustments as stipulated in the SPA.
2.2 The Seller shall transfer the ownership of the registered trademarks and design patents which are owned by the Seller but have been used with the products manufactured by IEC to IEC by entering into an Agreement to Transfer and the applications of such transfer to be filed with and approved by the Department of Intellectual Properties, the Ministry of Commerce, Thailand.
3. Information on IEC
IEC is a private limited company incorporated in Thailand in 1965 with a registered capital of 200,000,000 fully paid-up ordinary shares at the par value of THB one (1) each and principally involved in the business of crushing, refining and distribution of edible oils.
4. Basis of the Purchase Consideration Sum
The purchase consideration sum for the Proposed Acquisition of THB815,000,000 (equivalent to approximately RM80,400,000) was arrived at on a willing-buyer willing-seller basis after taking into consideration the actual historical financial performance and discounted future cash flow projections of IEC. The Proposed Acquisition will be funded through internally generated funds.
5. Rationale for the Proposed Acquisition
The Proposed Acquisition is part of Sime Darby Group’s expansion plan into the Greater Mekong Sub-Region.
6. Expected Completion
The Proposed Acquisition is expected to be completed by the middle of July 2014 or such other date as agreed by the parties in writing.
7. Financial Effects
The Proposed Acquisition will not have any material effect on the earnings or net assets of the Sime Darby Group for the financial year ending 30 June 2014.
8. Interest of Directors and Substantial Shareholders
None of the Directors or substantial shareholders of Sime Darby or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition.
9. Documents for Inspection
A copy of the SPA is available for inspection at the Registered Office of the Company at the 19th Floor, Wisma Sime Darby, Jalan Raja Laut, 50350 Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 23 June 2014.