Proposed Acquisition Of 9,000 Ordinary Shares Of Rm1.00 Each Representing 90% Of The Issued And Paid-Up Share Capital Of Simalau Plantation Sdn Bhd (Company No. 464380-W) ("SPSB") ["Proposed Acquisition"]
General Announcement
Reference No JT-000707-D0529 |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
07/07/2000 |
|
 |
|
| Type |
: |
Announcement |
| Subject |
: |
PROPOSED ACQUISITION OF 9,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 90% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF SIMALAU PLANTATION SDN BHD (COMPANY NO. 464380-W) ("SPSB") ["PROPOSED ACQUISITION"] |
Contents :
1. INTRODUCTION
The Board of Directors of JAYA TIASA HOLDINGS BERHAD ("JTHB" or "the Company") is pleased to announce that the Company has on 7 July 2000 entered into a conditional Shares Sale Agreement with Jacob Dungau Sagan, Affandi @ Affendie Bin Tahir and Julaihi Bin Ismail (collectively referred to as the "Vendors") to acquire 9,000 ordinary shares of RM1.00 eachrepresenting 90% of the issued and paid-up share capital of SPSB for a total cash purchase consideration of Ringgit Malaysia Twelve Million Six Hundred and Seventy-Six Thousand and Two Hundred and Thirty (RM12,676,230).
2. DETAILS OF THE PROPOSED ACQUISITION
2.1 Purchase consideration
The purchase consideration of RM12,676,230 for the Proposed Acquisition was arrived at on a willing-buyer willing-selller basis.
2.2Shares to be acquired free from encumbrances
The shares in SPSB will be acquired free from all liens, charges, equities and encumbrances whatsoever and with all rights, benefits and interests attached thereto.
2.3 Payments Terms
The purchase consideration is to be satisfied in the following manner:-
i) RM1,267,623 has been paid upon the execution of the Agreement as
deposit to the Vendors' solicitors as stakeholders;
ii) RM3,717,362 on the unconditional date of the Agreement; and
iii) RM7,691,245 within seven (7) days from the unconditional date of
the Agreement.
3. INFORMATION ON SPSB
SPSB is a company incorporated under the Companies Act, 1965 in Malaysia. SPSB has an authorised capital of RM100,000 divided into 100,000 ordinary shares of RM1.00 each, of which 10,000 shares have been issued and fully paid up.
Through a letter from Jabatan Tanah dan Survei, Miri, Sarawak dated 28 July 1999, SPSB has been awarded two (2) parcels of lands known as Lot No.161 Suai Land District and Lot No. 934 Niah Land District containing in aggregate a total area area of approximately 5,000 hectares. A provisional lease of 60 years shall be given upon payment of premium for the land to be use only for agricultural purposes and purposes incidental to the production and processing of crops grown thereon.
4. RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition is in line with JTHB group's intention to venture into Tree Planting activities. This also serves to prove the Group's commitment to support the Government's effort in achieving sustainable forest management. Furthermore, since the Group's core business is wood-based, hence it is only appropriate to embark on this project to ensure continuous supply of timber to sustain our future downstream activities.
5. SOURCE OF FUNDS FOR THE PROPOSED ACQUISITION
JTHB proposes to fund the Proposed Acquisition via internally generated funds and bank borrowings.
6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
The Proposed Acquisition will not have any material effect on the issued and paid-up capital, net tangible assets and earnings of the JTHB Group for the financial year ended 30 April 2001. However, the Board of Directors of JTHB expects the Proposed Acquisition to contribute positively to the future earnings of the JTHB Group.
7. CONDITIONS PRECEDENT
The Proposed Acquisition is conditional upon the fulfillment or satisfaction of the following conditions within ninety (90) days from the date of the Share Sale Agreement:-
i) the approval from Foreign Investment Committee;
ii) the approval of the Environment Impact Assessment by the Natural
Resources and Environmental Board, Sarawak;
iii) the approval of any other relevant authorities;
iv) JTHB being satisfied in all respects with the results of its examinations
of the financial and other affairs of SPSB including the status and
conditions of the said land;
v) satisfactory completion of due diligence of SPSB by JTHB.
8. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors or substantial shareholders and/or person connected with them have any interest, direct or indirect, in the Proposed Acquisition.
10. DIRECTORS' RECOMMENDATION
The Directors of JTHB are of the opinion that the Proposed Acquisition is in the best
interests of the Company
