AB 4,500,000 Lui Hung Chi 1,000,000 Wang Ten Tsann 500,000

Transcription

1 AMENDED ANNOUNCEMENT ACOUSTECH BERHAD PROPOSED DISPOSAL BY ACOUSTECH BERHAD ( AB ), OF 4,500,000 ORDINARY SHARES REPRESENTING 75% OF THE ISSUED AND PAID UP SHARE OF FORMOSA PROSONIC EQUIPMENT SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM5,750, PURSUANT TO THE TERMS OF THE SHARE SALE AGREEMENT ( PROPOSED DISPOSAL ) 1. INTRODUCTION The Board of Directors of AB wishes to announce that on 6 November 2015, AB had entered into a Share Sale Agreement ( SSA ) between AB as Vendor and Liu Hung Chi ( LHC ) as Purchaser in respect of the disposal by the Vendor of 4,500,000 ordinary shares representing 75% of issued and paid up share capital of Formosa Prosonic Equipment Sdn Bhd ( FPEQ ) for a cash consideration of RM5,750, ( Disposal Consideration ). The details of the SSA is set out in the Appendix. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Background As at the date of this Announcement, FPEQ is a 75% owned subsidiary of AB. Upon completion of the Proposed Disposal, FPEQ will cease to be a subsidiary of AB. 2.2 Background information on FPEQ FPEQ is a private limited company incorporated in Malaysia on under the Companies Act, 1965 with its registered office at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Kuala Lumpur. As at the date of the SSA, the authorised capital of FPEQ is RM10,000,000 divided into 10,000,000 shares of which 6,000,000 shares have been issued and credited as fully paid. The existing shareholders of FPEQ are as follows: Shareholders Number of shares in FPEQ AB 4,500,000 Lui Hung Chi 1,000,000 Wang Ten Tsann 500,000 FPEQ is a 75% owned subsidiary of AB with its principal activity being the manufacturing of electrical equipment products. The directors of FPEQ are Su Cheng Tao, a Taiwanese and Liu Hung Chi, the Purchaser who is a Taiwanese and a permanent resident of Malaysia. Based on the audited financial statements of FPEQ as at , FPEQ registered a revenue of RM4.31 million with a nett loss after tax of RM4.57 million and net asset at RM12.76 million. 2.3 Information on the Purchaser The Purchaser, Mr Liu Hung Chi, is a Taiwanese with permanent residence status in Malaysia and resides in No 1, Jalan SS19/4E, Subang Jaya, Selangor Darul Ehsan, Malaysia ( LHC ). 1

2 The Purchaser is currently a director and existing shareholder of FPEQ with a registered and beneficial interest in 1,000,000 ordinary shares of RM1.00 each representing 16.67% of issued and paid up share capital of FPEQ. The Purchaser is considered a related party given that Mr Liu is a director and major shareholder of FPEQ. Although the Proposed Disposal is regarded as a related party transaction, Paragraph 10.08(11)(n) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad regards the Proposed Disposal as an exempted or otherwise not regarded as related party transaction given that there are no other interested relationships except for the Purchaser being a current director and major shareholder of FPEQ. Except as stated above, the Purchaser does not have any other interest in AB. 2.4 Salient terms of the Share Sale Agreement The salient terms of the SSA are as set out in the Appendix of this Announcement. 2.5 Basis and Justification in arriving at the Disposal Consideration The Disposal Consideration for the Proposed Disposal was arrived at on a willing buyer-willing seller basis, after taking into consideration the following: (i) (iii) the Nett Asset Value ( NAV ) of the Company of RM7,876,603 based on the management accounts of the Company as at ( September 2015 NAV ); the Disposal Consideration representing a discount of 2.7% over the September 2015 NAV; the cessation of the operations of the Company. The Disposal Consideration was at a slight discount over the September 2015 NAV as there is limited market for the type and nature of the Company s business. Further, as the Company has been dormant for the past 12 months without any commercial activity, there is very little goodwill attached to the Company. As there are ongoing expenses and other minor costs to be incurred during the financial year and without any income generated, there will likely be further erosion to the Nett Asset Value once the Proposed Disposal is completed. Based on the above, in Management s opinion, the slight discount is therefore justifiable. 2.6 Dates and original costs of investment The breakdown of the dates and original cost of investment for FPEQ is set out below: Details of Investment/Subscription Date of Investment Cost of Investment (RM) Acquisition of 2,361,000 ordinary shares of RM1.00 each Subscription to 1,000,000 ordinary shares of RM1.00 each Acquisition of 1,139,000 ordinary shares of RM1.00 each ,615, ,000, ,278,000 Total 8,893,668 2

3 The total costs of investment of AB in FPEQ is RM8,893, Estimated Gain/ (Loss) arising from the Proposed Disposal Based on the audited financial statements for FYE , AB is expected to realise an estimated one-off net gain of approximately RM1.98 million in relation to the Proposed Disposal and an estimated net loss of RM0.2 million based on the management accounts of FPEQ as at as set out below: On Proforma basis based on Audited NAV as at 31 December 2014 RM Based on Management Account NAV as at 30 September 2015 RM Disposal Consideration 5,750,000 5,750,000 Nett Asset Value (75% share) (9,566,628) (5,907,452) Dividend paid on 28 July ,850,000 - (75% share) Estimated expenses (50,000) (50,000) Estimated net gain/(loss) 1,983,372 (207,452) Note: FPEQ recognised a gain on disposal of properties of RM2.33 million in June Proposed Utilisation from the Proceeds of the Proposed Disposal The Disposal Consideration would be satisfied by the Purchaser in cash. Proceeds from the Proposed Disposal will be utilised as follows: Details of utilisation Estimated timeframe for utilisation (a) Working capital (1) Within six (6) months from the date of completion of the Proposed Disposal (b) Estimated expenses (2) Within three (3) months from the date of completion of the Proposed Disposal Total RM RM5.70 million RM0.05 million Notes: (1) This is earmarked to fund AB Group day-day operations, which will mainly be for the purchase of raw materials and payment of factory labour expenses, relocation fees and ongoing manufacturing expenses as a result of the disposal of its Sungai Petani manufacturing operations in August (2) The expenses in relation to the Proposed Disposal comprising professional fees and miscellaneous expenses. Any shortfall or excess in funds allocated for estimated expenses will be funded from or used for the working capital of AB Group. 3

4 2.9 Liabilities to be assumed by Purchaser There is no other liability to be assumed by the Purchaser save as disclosed in the audited financial statements of the Company as at and those in the ordinary course of business of FPEQ. 3. RATIONALE FOR THE PROPOSED DISPOSAL 3.1 Background At present, AB Group has 2 business segments, namely speaker manufacturing and property development. The major core business of the Group remains in manufacturing speaker units for the original equipment manufacturer industry vide its wholly owned subsidiary Formosa Prosonic Technic Sdn Bhd. The property development business is carried out vide its other wholly owned subsidiary Teras Eco Sdn Bhd. For the electrical equipment business, since the disposal of its manufacturing assets comprising of assembly lines, support devices, plastic blowing machines, tooling, testing and quality checking and control equipment in June 2014, the company was not able to create and manufacture alternative products due to the stiff market in the electrical equipment segment. Therefore upon the cessation of its water dispenser manufacturing operations in June 2014, FPEQ has not contributed any revenue to the Group. Since June 2014, FPEQ has attempted to explore other business opportunities directly or indirectly related with manufacturing consumer related products including diversifying into other businesses. Unfortunately, to date FPEQ has yet to commence any other business which was deemed commercially viable. Given the lack of business activity of the Company and the inability of the Company to commercially manufacture alternative electrical equipment products in the past 12 months, the Board is of the opinion that the Proposed Disposal to the existing director of the Company, who is keen to chart a different direction for the Company will represent an opportunity for the Group to realise its investments in the Company. Based on the current circumstances, the Purchaser s offer to take over AB s interest in FPEQ based on the Disposal Consideration was considered fair. 3.2 Financial and Operational Perspectives In the near and longer term, AB will not suffer any reduction in revenue or profit as FPEQ has not been able to generate any revenue or profit for the Group for the past 12 months. Given the Group is still in the process of rationalising its business by eliminating non-performing business segments, the Proposed Disposal will help to reduce the burden of managing FPEQ which is deemed a non-performing business segment, reduce operational expenses and to channel resources derived from the Disposal Consideration to other more profitable business segments within the Group. The Management believes that the Proposed Disposal will be a strategic move to streamline all its manufacturing resources to its speaker and property development business. As previously announced on , the Board has indicated that in the event that FPEQ is unable to secure any viable business opportunities in the near term, the Management would then take steps to cease its business entirely. Although the Proposed Disposal will result in a slight loss of RM207,000, the Management is of the opinion that this is justified on the basis that there is limited market value for the Company due to its niche industry with very few market players, 4

5 the fact that the company has ceased manufacturing operations for the past 12 months rendering the possibility of the new owner being required to put in additional capital to restart operations, the alternative avenue of winding up the company which will likely incur more costs and require management resources. In light of the above, the management is of the opinion that the Proposed Disposal will be a quicker and more effective manner for the Group to recoup its investment in FPEQ. As a further consideration, by unlocking the value of FPEQ, the proceeds arising from the Proposed Disposal is expected to enhance the liquidity position of the Company, help finance its working capital requirements which in turn will help improve the Group s resource allocation. 4. RISK FACTORS The risk factor in relation to the Proposed Disposal are set out below: 4.1 Non-completion of the Proposed Disposal The completion of the Proposed Disposal is conditional upon the Condition Precedent in the SSA, namely the approval of all the shareholders of FPEQ. There can be no assurance that all the Conditions Precedent will be fulfilled or obtained in a timely manner or at all. Should a delay or non-completion of the Proposed Disposal occur, AB Group may not realise all the benefits that may accrue to it from the proposed utilisation of proceeds. Notwithstanding the above, AB shall endeavour to ensure that all the Conditions Precedent are met and that the Proposed Disposal is completed in a timely manner. 5. EFFECTS OF THE PROPOSED DISPOSAL 5.1 Issued and Paid Up Share Capital and Substantial Shareholder s Shareholdings 5.2 EPS 5.3 NA The Proposed Disposal will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of AB as the Disposal Consideration will be satisfied wholly in cash. The losses arising from the Proposed Disposal is estimated to be RM207,000. The Proposed Disposal will have a minimal impact on immediate earnings for the immediate financial year ending 31 December 2015 but is not expected to have any material impact on the earnings of the Group in the longer term. The Proposed Disposal is not expected to have any material effect on the net assets per share of the Group for the financial year ending 31 December Gearing The Proposed Disposal is not expected to have any material effect on the gearing of the Group for the financial year ending 31 December

6 6. APPROVALS The Proposed Disposal is not subject to the approval of the shareholders of AB nor any other relevant authorities and/or parties. 7. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is approximately 9.10% based on the latest audited consolidated financial statements of the Company for the financial year ended DIRECTORS AND/OR MAJOR SHAREHOLDERS INTEREST AND PERSONS CONNECTED WITH THEM Pursuant to paragraph of the Listing Requirements, the Proposed Disposal is not regarded as a related party transaction as none of the directors and major shareholders of AB and/or persons connected to them has interest, direct or indirect in the Proposed Disposal. 9. DIRECTORS STATEMENT The Board, after careful deliberation and having considered all aspects of the Proposed Disposal, including but not limited to the rationale, salient terms of the SSA is of the opinion that the Proposed Disposal is in the best interest of AB Group is fair and reasonable and on normal commercial terms and is not detrimental to the interest of AB. 10. TENTATIVE TIMETABLE FOR IMPLEMENTATION Barring unforeseen circumstances, the Proposed Disposal is expected to be completed in the 4 th quarter of the calendar year CORPORATE EXERCISE/SCHEME ANNOUNCED BUT PENDING COMPLETION On , AB announced that it had entered into a conditional sale and purchase agreement ( SSA ) for the following: (i) Proposed Acquisition By AB of 100 Ordinary Shares Of RM1.00 Each Representing 100% equity interest in the issued and paid up share capital of JM Cemerlang Sdn Bhd for a cash consideration of RM15,500, ( Proposed Acquisition ) Proposed Diversification of the existing business of AB and its subsidiaries to include property development As at the date of this Announcement, the agreement for the Proposed Acquisition remain conditional and pending completion. 12. IMPLICATIONS OF PROPOSED DISPOSAL Upon conclusion of the Proposed Disposal, AB is not expected to fall within the definition as a Cash Company or become a company classified as a PN 17 issuer within the definition of the Listing Requirements. 6

7 13. DOCUMENTS AVAILABLE FOR INSPECTION The SSA may be inspected at the Registered Office of the Company at Unit 30-01, Level 30,Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement. This Amended Announcement is dated 11 November

8 SALIENT TERMS OF THE AGREEMENT APPENDIX I 1. The salient terms of the SSA are as follows:- 1.1 Sale of Shares Subject to the terms and conditions of the SSA ( Agreement ), the Vendor shall sell the full legal and beneficial ownership and the Purchaser shall purchase as at completion, the Shares, together with all rights and advantages now and hereafter attaching thereto and on the basis of the representations, warranties, undertakings and agreements mentioned in the SSA. 1.2 Purchase Consideration Basis of Consideration: The consideration for the sale by the Vendor of the Shares shall be the sum of RINGGIT MALAYSIA FIVE MILLION SEVEN HUNDRED AND FIFTY THOUSAND ONLY (RM5,750,000.00) ( Purchase Consideration ) Manner of Payment: Upon execution of the Agreement:- (i) a sum of RINGGIT MALAYSIA FIVE HUNDRED AND SEVENTY FIVE THOUSAND (RM575,000.00) only ( Deposit ) equivalent to ten per centum (10%) of the Purchase Consideration shall be paid by the Purchaser to the Purchaser s solicitor as stakeholder the receipt and clearance of the payment of which the Vendor hereby acknowledge as part payment of the Purchase Price ( Deposit ); upon the fulfilment of the Conditions Precedent pay a sum of RINGGIT MALAYSIA FIVE MILLION ONE HUNDRED AND SEVENTY FIVE THOUSAND (RM5,175,000.00) only ( Balance Purchase Price ) on or before thirty (30) days from the CP Fulfilment Date ( Completion Date ) to the Purchaser s solicitor to hold and deal with in accordance with the applicable provisions of the SSA. The Purchase Consideration was arrived at based on a willing buyer willing seller basis after taking into account the Audited Accounts and Management Accounts of FPEQ. 1.3 Conditions Precedent to Agreement Completion of the Agreement is conditional upon the fulfilment of the Conditions Precedent to the satisfaction of the Purchaser within fifteen (15) days from the date of execution of the Agreement or an extension of time as may be mutually agreed upon by the parties: (a) (b) approval by the shareholders of FPEQ; the approval or consent of such other relevant authority or person as may be necessary for the Completion; if any. 8

9 If any of the Conditions Precedent are not satisfied within fifteen (15) days from the date of the Agreement or such extension of time which may be mutually agreed upon by both parties (or where the Conditions Precedent is waived at its total discretion by the Purchaser), the Deposit Sum shall be refunded to the Purchaser with interest within five (5) business days from the date of the request from the Purchaser and thereafter this Agreement shall lapse and no party shall have any claim against each other 1.4 Completion Completion shall take place at the office of the Purchaser s solicitor on the such other place as may be agreed between the Purchaser and the Vendor on a time and a date within the completion period which the parties mutually agree in writing or, in the absence of such agreement, at 10:00am on the last business day of the completion period, namely 90 days from the date of the Agreement or such other date as may be mutually agreed between the parties. 1.5 RESTRICTIONS ON THE VENDOR The Vendor undertakes with the Purchaser and its successors in title and the Company that the Vendor will not save with the consent of the Purchaser and save for any other existing business which the Vendor are already engaged in or procure that any person, firm or company carrying on with the consent of the Vendor any business in succession to the Vendor will not in any Relevant Capacity during the Restricted Period:- (i) (iii) directly or indirectly carry on within Malaysia any business which is of the same or similar type to the water dispenser manufacturing and distribution business as now carried on by the Company which is or is likely to be in competition with the business of the Company as now carried on nor be concerned or interested within such area in any such business; in competition with the business of the Company as now carried on canvass or solicit the customer of any person, firm or company who has within two years prior to Completion been a customer of any such company; or induce or seek to induce any present employee of the Company to become employed or engaged whether as employee, consultant or otherwise by any of the Vendor or any subsidiary or fellow subsidiary or holding company of the Vendor or by any person, firm, company or organisation in which the Vendor is concerned or interested. The following terms shall have the following meanings respectively in this Clause: Restricted Period means three (3) years commencing on Completion; Relevant Capacity means for its or his own account or for that of any person, firm or company (other than the Purchaser and the Company) and whether through the medium of any company controlled by it or him (for which purpose there shall be aggregated with its or his shareholding or ability to exercise control the shares held or control exercised by any person connected with the Vendor) or as principal, partner, director, employee, consultant or agent. The above restriction was included as the Purchaser wants an undertaking that AB will not attempt to restart a similar business in competition with the Purchaser since AB as the holding company will have certain knowledge and market information about the Company s operations and overall business strategy. 9

10 1.6 Termination Default by the Vendor If the Vendor shall: (a) (b) fail to complete the sale and purchase of the Shares in accordance with the terms of the Agreement on the completion date notwithstanding that the Purchaser has complied with all its obligations and liabilities herein and the Agreement has become unconditional in accordance with the terms herein; or commits a material breach of the terms of this Agreement prior to the completion date and such material breach, if capable of remedy has not been rectified within fourteen (14) days of receipt of demand by the Purchaser in writing; the Purchaser shall be entitled to either:- (i) claim for specific performance of the Agreement; or terminate the sale and purchase of the Shares summarily by notice in writing to the Vendor and claim damages for breach, and upon such termination, the following shall occur: (a) (b) the Vendor shall within five (5) business days of the termination refund or procure the refund to the Purchaser the Deposit Sum including all interest thereon at the then prevailing rate for one (1) month's fixed deposit with a reputable bank in Malaysia; and the Purchaser shall return, or cause to be returned to the Vendor all documents delivered by the Vendor to the Purchaser, if any. For the above purposes and without limiting the effect of any other provisions in the Agreement, the Vendor shall be deemed to have committed a material breach of the terms of the Agreement if, prior to completion: (a) (b) (c) (d) the Vendor shall pass a resolution for the Company s winding-up (other than for the purpose of and followed by a reconstruction or amalgamation) or a petition is presented for the winding-up of the Company; or a petition is presented for the winding-up of the Company; or a provisional liquidator, receiver, manager, receiver and manager, judicial manager, administrator, trustee or similar officer shall be appointed in respect of all or any part of the Company s business or assets; or the Company shall stop or suspend payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due, or sought to enter into any composition or other arrangement with its creditors or has declared its insolvency. Default by Purchaser If the Purchaser shall fail to complete the sale and purchase of the Shares in accordance with the terms of the Agreement on the Completion Date notwithstanding that the Vendor has complied with all its obligations and liabilities herein and the Agreement has become unconditional in accordance with the terms herein, the Vendor shall be entitled to either:- 10

11 (a) (b) claim for specific performance of this Agreement; or terminate the sale and purchase of the Shares summarily by notice in writing to the Purchaser and upon such termination the following shall occur: (i) the Vendor shall be entitled to have the Deposit Sum forfeited within five (5) business days of the termination; and the Purchaser shall return, or cause to be returned to the Vendor all documents delivered by the Vendor to the Purchaser, if any; and thereafter neither party shall have any claim whatsoever. 1.7 Jurisdiction and Law The Agreement shall be governed by and construed in accordance with the laws of Malaysia and the parties submit to the non-exclusive jurisdiction of the Malaysia courts THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK