BOILERMECH HOLDINGS BERHAD Proposed Acquisition by Boilermech Holdings Berhad of 698,287 ordinary shares of RM1.00 each representing 60.23% of the issued and paid-up share capital of Teknologi Enviro-Kimia (M) Sdn Bhd for a cash consideration of RM14,660,000.00. 1. INTRODUCTION The Board of Directors ( Board ) of Boilermech Holdings Berhad ( Boilermech or Company ) wishes to announce that the Company has on 23 November 2015 entered into a conditional Share Acquisition Agreement ( Agreement ) with Messrs. Yong Hua Kong, Sim Peck Hung, Ong Yin Chong, Hoo Ming King @ Koo Ming King, Tan Ngan Chok @ Chin Yhoon Siew and Sari @ Sahari Bin Man ( Vendors ) for the acquisition of 698,287 ordinary shares of RM1.00 each in Teknologi Enviro-Kimia (M) Sdn Bhd ( TEK ) representing 60.23% of the issued and paid-up share capital of TEK for a cash consideration of RM14,660,000.00 ( Purchase Price ) ( Proposed Acquisition ). 2. INFORMATION ON TEK (COMPANY NO. 350920-V) 2.1 Corporate Information TEK is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 13 July 1995 and having its registered address at Wisma TEK, No. 191, Lot 1508, 2nd Floor, Jalan Taman Hui Sing, Kuching, Sarawak. As at the date of this announcement, TEK has an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 1,159,400 ordinary shares of RM1.00 each have been issued and credited as fully paid-up. 2.2 Nature of Business TEK and its subsidiaries are principally engaged in the business of total water management, water treatment chemicals supply and field application services, new water treatment plants research and development and plant fabrication and supplies, mainly in Sarawak, which later expanded to West Malaysia and Sabah. TEK is currently one of the leading water treatment companies in Malaysia with offices in Kuching, Bintulu, Miri, Kota Kinabalu and Johor Bahru. 2.3 Subsidiaries of TEK TEK currently has the following subsidiaries:- (iii) (iv) (v) T.E.K Water Sdn Bhd (100% owned); T.E.K Specialties Sdn Bhd (100% owned); Tekflow Engineering Sdn Bhd (55% owned); T.E.K Greencare Sdn Bhd (51% owned); TEK Biotechnology Sdn Bhd (100% owned). Page 1
3. INFORMATION ON THE VENDORS The Vendors are the registered and beneficial owners of an aggregate of 698,287 ordinary shares of RM1.00 each in TEK ( Sale Shares ) and their respective proportions of the Sale Shares to be disposed to Boilermech and their share of the Purchase Price pursuant to the Agreement, are as follows:- Vendors Number of Sale Shares To Be Disposed % Share of Purchase Price (RM) Yong Hua Kong 218,980 18.89% 4,597,317.15 Sim Peck Hung 33,140 2.86% 695,748.88 Ong Yin Chong 101,327 8.74% 2,127,282.65 Hoo Ming King @ Koo Ming King 3,324 0.29% 69,784.83 Tan Ngan Chok @ Chin Yhoon Siew 280,616 24.20% 5,891,317.70 Sari @ Sahari Bin Man 60,900 5.25% 1,278,548.79 TOTAL 698,287 60.23% RM14,660,000.00 4. BASIS AND TERMS OF THE PURCHASE PRICE The Purchase Price for the Proposed Acquisition amounting to RM14,660,000.00 was arrived at based on a willing buyer-willing seller basis, taking into consideration the agreed valuation of TEK of RM24,339,855 based on and subject to the followings:- the net tangible assets ( NTA ) of TEK of RM20,302,416 as at 30 September 2015; (iii) (iv) (v) the expected downward adjustment to the NTA for the proposed payment of dividend by TEK after the date of the Agreement but before the Completion Date (as defined herein under Item 5.3 of this announcement), amounting to RM8,000,000; the expected downward adjustment to the NTA for the doubtful debts not provided for in TEK s latest Management Accounts as at 30 September 2015 amounting to RM500,000 (net after tax deductions); the expected upward adjustment to the NTA as a result of the revaluation surplus of the properties owned by TEK and its subsidiaries ( Properties ) in an amount not less than RM7,237,439; and goodwill of RM5,300,000, which is equivalent to 1.6 times the average profit after tax of TEK for the past three (3) financial years subject to the following adjustments:- The Parties agreed that in the event the valuation of the Properties is less than RM7,237,439, the valuation of TEK shall be reduced by the amount of the shortfall in the valuation of the Properties and hence the Purchase Price shall be revised downwards proportionately; and Boilermech shall be entitled to carry out a stock take to ascertain and verify the physical inventories/stocks position of TEK and its subsidiaries immediately prior to the Completion Date, and in the event the net realizable value of the physical inventories/stocks from the pre-completion stock take exercise shall be found to be less than the net book value of the inventories/stocks as stated in TEK s latest Management Accounts as at 30 September 2015 by 1%, the Purchase Price shall automatically be adjusted downward by the entire shortfall between the net book value of the inventories/stocks as stated in the TEK s Management Accounts as at 30 September 2015 and the net realizable value of the physical inventories/stocks from the pre-completion stock take exercise. Page 2
5. SALIENT TERMS OF THE SHARE ACQUISITION AGREEMENT 5.1 Conditions Precedent The completion of the Proposed Acquisition is conditional upon the following conditions being satisfied within a period of three (3) months from the date of the Agreement or within such further period as may be mutually agreed in writing by the Parties:- (iii) (iv) the waiver of pre-emptive rights over the Sale Shares and the consent to the sale of the Sale Shares by the Vendors to Boilermech pursuant to the Agreement, of the remaining shareholders of TEK, if required; the approval or consent of any third party to the sale and purchase of the Sale Shares (if required) in accordance with the terms of any contract or agreement of a material nature entered into between TEK and such third party; the approval or consent of any financier (if required) in accordance with the terms of any banking or financing facilities granted to TEK; the approval of waiver of any regulatory requirement by any other relevant authorities, if required; (collectively Approvals ); and (v) (vi) (vii) Boilermech receiving the valuation report, certifying the valuation of the Properties in aggregate to be not less than RM7,237,439; Boilermech having conducted a legal, financial, tax, technical and operational due diligence review on the affairs of TEK and being reasonably satisfied with the due diligence findings thereof; the execution of a formal Joint Venture Agreement between TEK and Anaerobic Tech Company Limited (a Thailand incorporated company) in respect of TEK Biotechnology Sdn Bhd on terms acceptable to Boilermech, and the capitalization of TEK Biotechnology Sdn Bhd to at least RM100,000; (viii) resolution of any issues arising from the said due diligence findings to the reasonable satisfaction of Boilermech; and (ix) certain directors and shareholders of TEK shall have entered into service contracts for a tenure of at least three (3) years and upon such terms and conditions acceptable to Boilermech, including but not limited to non-compete covenants. 5.2 Unconditional Date Unless otherwise agreed by the Parties in writing, the Agreement shall become unconditional ( Unconditional Date ) upon:- all the Approvals being satisfied or if conditions have been imposed in respect of any of the Approvals, such conditions are acceptable to the Parties or upon the conditions to the approvals of the authorities having been modified to the acceptance of and notified to the objecting party in accordance with the terms of the Agreement; and all the other conditions precedent as stated in the Agreement have been satisfied in accordance with the terms of the Agreement. Page 3
5.3 Completion of the Agreement Unless otherwise agreed by the Parties in writing, completion of the Agreement shall take place on a business day not later than thirty (30) days after the Unconditional Date or on such later date as the Parties shall mutually agree in writing ( Completion Date ). Upon the Completion Date, Boilermech shall pay the Purchase Price in full to the Vendors. Notwithstanding the above, Boilermech shall not be obliged to complete the Proposed Acquisition unless the representations, warranties and undertakings of the Vendors as stated in the Agreement have been complied with and remain true and correct in all material respects as at the Completion Date. 6. SHAREHOLDINGS STRUCTURE OF TEK AFTER THE PROPOSED ACQUISITION The shareholders of TEK and their respective shareholdings after completion of the Proposed Acquisition will be as follows:- Shareholders No. of Shares % Boilermech Holdings Berhad 698,287 60.23 Yong Hua Kong 231,880 20.00 Hii Hiong Swee 121,500 10.48 Liu Chuan Yew 103,281 8.91 Lai Chui Chuan 4,452 0.38 TOTAL 1,159,400 100.00 7. RATIONALE AND PROSPECTS OF THE PROPOSED ACQUISITION The Proposed Acquisition falls within the strategic fit of Boilermech s business in the boiler and palm oil industry and aligns with Boilermech s strategy to be a leader in renewable energy and sustainable environmental solutions. Boilermech views water treatment engineering as a strategic long term growth area in the Southeast Asia region. The opportunity arises as the Vendors wish to exit their investments in TEK. TEK has an established business and expertise in palm oil and food industry water treatment. TEK s technology and products can be expanded through Boilermech s established customer network in palm oil industry, which is expected to enhance Boilermech Group s revenue and profitability. The Proposed Acquisition will also provide Boilermech with the integrated water treatment engineering capability to develop advanced water treatment solutions, such as membrane technology and POME treatment for the palm oil industry. 8. RISK FACTORS OF THE PROPOSED ACQUISITION The Proposed Acquisition is subject to the fulfilment of the conditions precedent as set out in the Agreement. In the event the said conditions are not fulfilled, the Proposed Acquisition will not be completed, which will result in the Company failing to achieve the objectives and benefits of the Proposed Acquisition. There is also the risk that the anticipated growth and synergistic effect from the collaboration of the two companies may not materialise as envisaged. Page 4
9. SOURCE OF FUNDING The Proposed Acquisition will be financed through internally generated funds and/or bank borrowings. 10. LIABILITIES TO BE ASSUMED There are no liabilities, including contingent liabilities to be assumed by Boilermech pursuant to the Proposed Acquisition other than the existing shareholders guarantees to financiers to be replaced by Boilermech corporate guarantee in view of the changes of shareholders and the normal liabilities to be settled in the ordinary course of business. 11. FINANCIAL INFORMATION OF TEK Audited Account as at 31 December 2014 RM 000 Audited Account as at 31 December 2013 RM 000 Revenue 30,249 35,450 Profit before tax 6,096 3,902 Net profit 4,893 3,083 Net assets 18,275 16,348 12. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 12.1 Issued and Paid-up Share Capital The Proposed Acquisition will not have any effect on the issued and paid-up share capital of Boilermech as the Purchase Price will be satisfied in cash. 12.2 Substantial Shareholders Shareholdings The Proposed Acquisition will not have any effect on the shareholdings of the substantial shareholders of Boilermech. 12.3 Earnings and Net Assets The Proposed Acquisition is not expected to have any material effect on the earnings and net assets of Boilermech Group for the financial year ending ("FYE") 31 March 2016 as the Proposed Acquisition is only expected to be completed in the fourth financial quarter of FYE 31 March 2016. Barring unforeseen circumstances, the Proposed Acquisition is expected to contribute positively to the future earnings of the Group. 12.4 Gearing The Proposed Acquisition will be funded through internal funds and bank borrowings. However, the Proposed Acquisition will not have any material effect on the gearing of the Group. 13. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors and/or major shareholders of Boilermech and/or persons connected to them have any interests, direct or indirect, in the Proposed Acquisition. Page 5
14. APPROVALS REQUIRED The Proposed Acquisition does not require the approval of the shareholders of Boilermech. Based on Boilermech s audited consolidated financial statements for the financial year ended 31 March 2015 and pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Proposed Acquisition is 13.88%. 15. DIRECTORS STATEMENT Having considered the rationale and all aspects of the Proposed Acquisition, the Board of Directors of Boilermech is of the opinion that the Proposed Acquisition is in the best interest of Boilermech Group. 16 DOCUMENTS FOR INSPECTION A copy of the Agreement is available for inspection at the registered office of Boilermech during normal business hours from Monday to Friday (except public holidays) at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8 Jalan Kerinchi, 59200 Kuala Lumpur for a period of three (3) months from the date of this announcement. This announcement is dated 23 November 2015. Page 6