Proposed Acquisition Of 50.001% Equity Interest In Sim Peng & Bro Sdn Bhd ("SPB")
| Type | Announcement |
| Subject | Proposed acquisition of 50.001% equity interest in Sim Peng & Bro Sdn Bhd ("SPB") |
Contents :
Introduction
The Board of Tan Chong Motor Holdings Berhad ("TCMH" or "Company") wishes to announce that on 15 March 2006, TC Capital Resources Sdn Bhd ("TCCR"), a wholly-owned subsidiary of TCMH, entered into a Sale and Purchase Agreement of Shares ("SPA") with Wong Sim Leong ("Vendor") for the acquisition of 75,001 ordinary shares of RM1.00 each in SPB ("Sale Shares") representing 50.001% of the total issued and paid-up share capital of SPB ("Proposed Acquisition") for a total cash consideration of RM75,001 ("Purchase Consideration").
Information on TCCR
TCCR was incorporated in Malaysia on 30 December 2004 as a private limited company under the Companies Act, 1965. The authorised share capital of TCCR is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares are issued and fully paid-up.
The principal activity of TCCR is to carry on the businesses of hire-purchase, leasing and money lending.
Information on SPB
SPB was incorporated in Malaysia on 11 July 2001 as a private limited company under the Companies Act, 1965. The authorised share capital of SPB is RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which 150,000 ordinary shares are issued and fully paid-up.
SPB is licensed to carry on the business as a money-changer by Bank Negara Malaysia under the Money-Changing Act 1998.
Basis in Arriving at the Purchase Consideration
The Purchase Consideration of RM75,001 for the Proposed Acquisition was arrived at on a willing-buyer willing-seller basis.
Salient Terms of the SPA
1. The Vendor has agreed to sell and TCCR has agreed to purchase the Sale Shares free from encumbrances and with all rights attached thereto upon and subject to the terms and conditions contained in the SPA. There are no liabilities to be assumed by TCCR arising from the Proposed Acquisition.
2. The Purchase Consideration is payable by TCCR to the Vendor when all the conditions precedent set out in the SPA are fulfilled.
3. The SPA is conditional, amongst others, upon the following being obtained or satisfied within three (3) months from the date of the SPA or such other period as the Vendor and TCCR may mutually agreed in writing:-
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a. the Foreign Investment Committee ("FIC")’s approval being obtained and if conditions are imposed, such conditions are acceptable to TCCR and the Vendor; and
b. TCCR being satisfied with the results of the due diligence review of SPB.
The Proposed Acquisition would allow TCCR to expand and diversify its existing financial service activities.
Source of Funding
The Proposed Acquisition will be financed from internally generated funds of TCCR.
Financial Effects of the Proposed Acquisition
The Proposed Acquisition will not have any material effect on the earnings and net tangible assets of the TCMH Group for the current financial year ending 31 December 2006. However, it is expected to contribute positively to the TCMH Group's earnings in the long term.
Approvals Required
The Proposed Acquisition is not subject to the approval of TCMH shareholders but is conditional upon the FIC’s approval as mentioned above.
Directors’ and Major Shareholders’ Interest
None of the directors or major shareholders of TCMH, or persons connected with the directors or major shareholders, has any interest, direct or indirect, in the Proposed Acquisition.
Directors’ Statement
The Directors of TCMH are of the opinion that the Proposed Acquisition is in the best interest of TCMH.
Document for Inspection
The SPA in relation to the Proposed Acquisition is available for inspection at the registered office of TCMH at 62-68 Jalan Ipoh, 51200 Kuala Lumpur from Mondays to Fridays (except public holidays) during business hours for a period of fourteen (14) days from the date of this announcement.
This announcement is dated 15 March 2006.
Announcement Info
| Company Name | TAN CHONG MOTOR HOLDINGS BERHAD |
| Stock Name | TCHONG |
| Date Announced | 15 Mar 2006 |
| Category | General Announcement |
| Reference No | TC-060315-6560E |