FIBON BERHAD ( H)

Transcription

1 FIBON BERHAD ( H) ANNOUNCEMENT TO BURSA MALAYSIA FIBON BERHAD ( FIBON OR COMPANY ) NEW SUBSIDIARY ACQUISITION BY FIBON BHD (COMPANY NO: H) ( FIBON ), OF ONE HUNDRED PERCENT (100%) EQUITY INTEREST IN OPES MANAGEMENT SDN BHD (COMPANY NO: A) ( OPES ) COMPRISING OF 10,000 ORDINARY SHARES OF RM1.00 EACH FOR A TOTAL CASH CONSIDERATION OF RM40, ( ACQUISITION ) 1. INTRODUCTION The Board of Directors of FIBON ( Board ) wishes to announce that the Company has on 9 July 2013 entered into a Sale and Purchase Agreement ( SPA ) with the shareholders of OPES (collectively the Vendor ) for the acquisition of one hundred percent (100%) equity interest in OPES comprising of 10,000 ordinary shares of RM1.00 each ( Sale Shares ) for a total cash consideration of 40, ( Purchase Price ). 1.1 Change of the Acquisition company s name The board is further proposed to change the acquired company s name, OPES Management Sdn Bhd to Fibon Capital Sdn Bhd upon the completion date of the acquisition of new subsidiary. 2. DETAILS OF THE ACQUISITION 2.1 Information on OPES OPES is a private limited company duly incorporated on 05 October 2009 under the Companies Act 1965, Malaysia and having its registered address at No. 22A, Lorong Bukit China, Melaka. The principal business of OPES is to carry on business of factoring, leasing, investment, development finance, building credit or financiers. OPES has been granted Acknowledge Letter to operate Factoring Finance Business since 13 July 2010 according to Section 19(1) Akta Bank dan Institusi-Institusi Kewangan 1989 (ABIK) Malaysia from Bank Negara Malaysia. On 7 th September 2010, OPES became the Ministry of Finance Malaysia (MOF) approved Factoring Company for Government Contracts in accordance with the Surat Pekeliling Perbendaharaan (SPP) Bil.10 Tahun The authorised share capital of OPES is RM100, divided in to 100,000 ordinary shares of RM1.00 each, where the current issued and paid up share capital of OPES is RM10, comprising of 10,000 ordinary shares of RM1.00 each.

2 2.2 Information on Vendor The vendors for the Sale Shares are as follows:- (a) (b) Mr.Chong Chee Way, a Malaysian aged 40, was appointed as Board Director on Ms.Ong Hwee Lee, a Malaysian aged 34, was appointed as Board Director on Details of the shareholding of OPES and the breakdown of the Purchase Price to be received by the Vendor is as follows:- Shareholders Nationality / Place of Incorporation No of Sale Shares held by the Vendors No of Sale Shares held Percentage (%) Amount of Purchase Price Received (RM) Chong Chee Way Malaysian/ Malaysia 5, , Ong Hwee Lee Malaysian/ Malaysia 5, , ACQUISITION OF NEW SUBSIDIARY 3.1 Salient Terms and Conditions of the SPA An extract of the salient terms and conditions of the SPA is as follows: Agreement for Sale and Purchase of Sale Shares The Vendor shall sell and the Purchaser shall purchase the Sale Shares comprising of one hundred percent (100%) of the issued and paid up share capital of OPES which shall be sold by the Vendor and purchased by the Purchaser free from all liens, charges, pledges and encumbrances but with all rights of whatsoever nature now or hereafter attaching to them and subject to the terms and conditions of the SPA Purchase Price The Purchaser shall pay the sum of Ringgit Malaysia Forty Thousand (RM40,000.00) only ("Purchase Price"). The Purchase Price has been agreed between the Vendor and Purchaser on the basis of a willing buyer and willing seller basis and shall be subjected to the adjustment.

3 3.1.3 Settlement of the Purchase Price The Purchase Price shall be satisfied at the following times and in the following manner:- (1) a sum equivalent to fifty percent (50%) of the Purchase Price only ( Initial Sum ) shall be paid to the Vendor upon the execution of the SPA. (2) the sum of balance equivalent to fifty percent (50%) of the Purchase Price ( the Final Payment ) shall be paid by the Purchaser to the Vendor on the completion date Conditions Precedent 3.2 Completion Date The sale and purchase of the Sale Shares is conditional upon the fulfillment of the following conditions ( the Conditions precedent ):- (a) the Vendors shall sell and the Purchaser shall purchase the Sale Shares with all rights attached to them free from all liens, charges, mortgages, claims and encumbrances; (b) he existing Board of Directors shall resign from all posts in the Company on or before the Completion Date; (c) any banking accounts held under the name of the Company with any banks shall be closed on or before the Completion Date; (d) the Company is an approved factoring company listed in the Pemfaktor Panel under the Kementerian Kewangan Malaysia (KKM), Bahagian Perolahan Kerajaan Seksyen Dasar; (e) the Company has obtained a written acknowledgement letter from Bank Negara Malaysia to carry on leasing, factoring, development finance or building credit business; (f) The Vendor undertakes to deliver signed copy of the audited Dec 2012 account; (g) The audited Dec 2012 Account shall be tabled and approved in the AGM; (h) Any other approvals as may be required by any relevant authority. The completion of the various acts and transactions as stated in Clause 7 herein shall take place within one (1 ) month from the date of fulfillment of the Conditions Precedent or much other date as the parties hereto may agree in writing, whichever is later ( the Completion Date''). 3.3 Terms of Payment The consideration for the Sale Shares shall be satisfied by the Purchaser by way of the allotment of the Consideration Shares to the Vendors on the Completion Date.

4 3.4 Basis and Justification of arriving at Purchase Price The Purchase Price for the Proposed Acquisition was arrived at on a willing buyer willing seller basis and shall be subjected to the adjustments. 3.5 Sources of Funding The Purchase Price shall be financed from internally generated funds of FIBON ( Fibon Berhad ). 3.6 Liabilities to be assumed by FIBON There are no liabilities, including contingent liabilities and guarantees, to be assumed by FIBON pursuant to the Acquisition of New Subsidiary. 3.7 Vendors Undertaking The Vendors hereby undertake with the Purchaser that in the period from the date of this Agreement to the Completion Date as below:- (a) (b) (c) (d) (e) (f) (g) create, extend, grant or issue or agree to create, extend, grant or issue any mortgage, charge, liens, debenture or other securities in respect of its assets; create or issue or agree to create or issue any shares or loan capital or give or agree to give any option in respect of its share or loan capital; enter into any long term or abnormal contract or capital commitment; to make any alterations to the provisions of its Memorandum and Articles of Association; in any way depart from the ordinary course of its day to day business either as regards the nature, scope or manner of conducting the same; knowingly permit any of its normal insurance permits and licenses to lapse or do anything to make any policy of insurance permit license void or voidable; and consolidate or subdivide any share or convert debenture or obligation into share, alter any of its rights attached to any of the issued shares, reduce any share capital or otherwise reorganize or grant any right in respect of share capital in any way. 3.8 Encumbrances The Sale Shares are to be acquired free from any encumbrances. 4. EFFECTS OF THE PROPOSED ACQUISITION The effects of the Proposed Acquisition are as follows:

5 4.1 Share Capital and Shareholding Structure The Acquisition of New Subsidiary will not have any effect on the share capital and shareholding structure of FIBON. 4.2 Earnings per Share ( EPS ) The Acquisition of New Subsidiary is not expected to have a material effect on the EPS of the Fibon Group for the financial year ending 31 May Net Asset ( NA ), NA per share and gearing In view of the intended means of funding the Acquisition of New Subsidiary, the Board does not foresee any material effect to Fibon s consolidated NA, NA per share and gearing of the Fibon Group. 4.4 Gearing The Acquisition will not have any material effect on the gearing of the Fibon Group. 4.5 Dividend The Acquisition will not have any material effect on the dividend policy of the Fibon Group. 5. APPROVALS REQUIRED The Acquisition is not subject to the approval of the shareholders of Fibon. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the directors or major shareholders of Fibon or persons connected with them has any interest, direct or indirect, in the Acquisition of New Subsidiary. 7. DIRECTORS STATEMENT Having considered all aspects of the Acquisition of New Subsidiary, the Board is of the opinion that the Acquisition is in the best interest of the Fibon Group. 8. HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Acquisition of New Subsidiary is less than 0.1%. This announcement is dated 14 August 2013.