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Proposed Acquisition Of 1,600,000 Ordinary Shares Of RM1.00 Each ("Sale Shares") Representing 80% Of The Issued And Paid-Up Capital Of The Sweet Water Management Sdn Bhd ("TSWM") For A Total Cash Consideration Of RM71,600,000.00 ("Proposed Acquisition")
May 24, 2001
Date Announced
:
24/05/2001
Contents :
We refer to Kuala Lumpur Stock Exchange’s (“KLSE”) letter bearing reference no. KM-010518-55358 dated 23 May 2001. In response to the aforesaid letter, Gamuda Berhad (“the Company”) wishes to make the following announcement.
1. Salient features of the conditional sale and purchase agreement dated 17 May 2001 (“SPA”)
Sale Shares
1,600,000.00 ordinary shares of RM1.00 each.
Conditions Precedent
a) the approval of the Foreign Investment Committee (“FIC”) of the Prime Minister’s Department;
b) the approval of the Board of Directors of the Company;
c) the approval of the Board of Directors of TSWM in respect of the transfer of the Sale Shares and its registration thereof in the name of the Company or its nominee; and
d) the Company being satisfied with the result of a due diligence to be conducted on TSWM
Time for fulfilment of Conditions Precedent
Within 3 months from 17 May 2001.
Purchase Price and Payment Terms
Total Purchase Price is RM71,600,000.00 to be paid in cash. A sum of RM7,160,000.00 being 10% of the Purchase Price was paid upon the execution of the SPA. The balance in the sum of RM64,440,000.00 is to be paid within 14 days from the fulfilment of all Conditions Precedent.
Copies of the conditional sale and purchase agreement dated 17 May 2001 (“SPA”) is available for inspection at the registered office of the Company at No. 55-61, Jalan SS22/23, Damansara Jaya, 47400 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) from the date hereof until the completion of the SPA.
2. The Company will not assume any liabilities from the Proposed Acquisition of TSWM.
3. As at 31 December 2000 (being the date of the latest audited accounts), the net tangible assets of TSWM is RM3,604.00 and its net profit/loss after tax is RM(5,620.00). The financial year end of the audited accounts is 31 December 2000.
4. The Proposed Acquisition does not require shareholders’ approval as the percentage ratio is less than 25%.
5. The date and original cost of acquisition by the Vendor is as follows:-
Date
Ordinary Shares
Price
Remarks
6.12.2000
90,000
RM90,000.00
Acquisition
5.4.2001
78,000
RM78,000.00
Acquisition
9.5.2001
1,432,000
RM1,432,000.00
Subscription
6. The Directors of Gamuda, after careful consideration, are of the opinion that the Proposed Acquisition is in the best interest of the Company.
Query Letter content :
We refer to your announcement dated 17 May 2001 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
Salient features of, time and place where, the conditional sale and purchase
agreement dated 17 May 2001, may be inspected.
Particulars of all liabilities to be assumed arising from the Proposed
Acquisition, if any.
Net tangible assets and net profit of TSWM based on its latest audited
accounts, and state the financial year end of such acounts.
Whether the Proposed Acquisition requires the approval of shareholders.
Original cost of investment and date of such investment in TSWM Sale Shares to
the vendor.
Statement by the board of directors stating whether the Proposed Acquisition is
in the best interest of the Gamuda Berhad.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
INDERJIT SINGH
Senior Manager
Listing Operations
WR/CKM
| Date Announced |
:
|
24/05/2001 |
Contents :
We refer to Kuala Lumpur Stock Exchange’s (“KLSE”) letter bearing reference no. KM-010518-55358 dated 23 May 2001. In response to the aforesaid letter, Gamuda Berhad (“the Company”) wishes to make the following announcement.
1. Salient features of the conditional sale and purchase agreement dated 17 May 2001 (“SPA”)
-
Sale Shares
1,600,000.00 ordinary shares of RM1.00 each.
Conditions Precedent
a) the approval of the Foreign Investment Committee (“FIC”) of the Prime Minister’s Department;
b) the approval of the Board of Directors of the Company;
c) the approval of the Board of Directors of TSWM in respect of the transfer of the Sale Shares and its registration thereof in the name of the Company or its nominee; and
d) the Company being satisfied with the result of a due diligence to be conducted on TSWM
Time for fulfilment of Conditions Precedent
Within 3 months from 17 May 2001.
Purchase Price and Payment Terms
Total Purchase Price is RM71,600,000.00 to be paid in cash. A sum of RM7,160,000.00 being 10% of the Purchase Price was paid upon the execution of the SPA. The balance in the sum of RM64,440,000.00 is to be paid within 14 days from the fulfilment of all Conditions Precedent.
Copies of the conditional sale and purchase agreement dated 17 May 2001 (“SPA”) is available for inspection at the registered office of the Company at No. 55-61, Jalan SS22/23, Damansara Jaya, 47400 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) from the date hereof until the completion of the SPA.
2. The Company will not assume any liabilities from the Proposed Acquisition of TSWM.
3. As at 31 December 2000 (being the date of the latest audited accounts), the net tangible assets of TSWM is RM3,604.00 and its net profit/loss after tax is RM(5,620.00). The financial year end of the audited accounts is 31 December 2000.
4. The Proposed Acquisition does not require shareholders’ approval as the percentage ratio is less than 25%.
5. The date and original cost of acquisition by the Vendor is as follows:-
|
Date
|
Ordinary Shares
|
Price
|
Remarks
|
|
6.12.2000
|
90,000
|
RM90,000.00
|
Acquisition
|
|
5.4.2001
|
78,000
|
RM78,000.00
|
Acquisition
|
|
9.5.2001
|
1,432,000
|
RM1,432,000.00
|
Subscription
|
6. The Directors of Gamuda, after careful consideration, are of the opinion that the Proposed Acquisition is in the best interest of the Company.
Query Letter content :
We refer to your announcement dated 17 May 2001 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
Salient features of, time and place where, the conditional sale and purchase
agreement dated 17 May 2001, may be inspected.
Particulars of all liabilities to be assumed arising from the Proposed
Acquisition, if any.
Net tangible assets and net profit of TSWM based on its latest audited
accounts, and state the financial year end of such acounts.
Whether the Proposed Acquisition requires the approval of shareholders.
Original cost of investment and date of such investment in TSWM Sale Shares to
the vendor.
Statement by the board of directors stating whether the Proposed Acquisition is
in the best interest of the Gamuda Berhad.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
INDERJIT SINGH
Senior Manager
Listing Operations
WR/CKM