TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS AEON CO. (M) BHD. ("the Company" or “AEON CO.”) - SUBSCRIPTION OF AEON TOPVALU MALAYSIA SDN. BHD.’S SHARES - ACQUISITION OF AEON TOPVALU MALAYSIA SDN. BHD.’S SHARES
|AEON CO. (M) BHD|
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)|
RELATED PARTY TRANSACTIONS
|Description||AEON CO. (M) BHD. ("the Company" or “AEON CO.”)|
- SUBSCRIPTION OF AEON TOPVALU MALAYSIA SDN. BHD.’S SHARES
- ACQUISITION OF AEON TOPVALU MALAYSIA SDN. BHD.’S SHARES
(i) Subscription of 399,998 ordinary shares of RM1.00 each in ATM at par at the subscription price of Ringgit Malaysia Three Hundred Ninety Nine Thousand Nine Hundred and Ninety Eight (RM399,998.00) only; and
(collectively referred to as “Transactions”.)
2.1 ATM is a private limited company incorporated in Malaysia on 7th January 2013 under the Companies Act, 1965 with an authorised share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each and an issued and paid-up share capital of RM1,600,002.00 comprising 1,600,002 ordinary shares of RM1.00 each .
3. INFORMATION ON AIC
4. DETAILS OF THE TRANSACTIONS INTO ATM’S SHARES
The Company will invest in twenty percent (20%) of the enlarged issued and paid-up shares capital of ATM in the following manner:-
5. SALIENT FEATURES OF THE AGREEMENT
5.1 The Agreement is entered between ATM, AIC and the Company for the subscription of the ordinary shares of ATM by the Company and AIC. ATM has agreed to issue 2,000,000 ordinary shares at RM1.00 each for subscription by AIC and the Company, and AIC and the Company have agreed to subscribe such ordinary shares, subject to the terms and conditions of the Agreement.
5.2 On 29th January 2013, ATM has issued and registered a total of 1,600,000 ordinary shares of RM1.00 each to AIC for the subscription price of RM1,600,000.00 and AIC has duly paid the full subscription amount to ATM on the said date.
5.3 On 14th February 2013, ATM has transferred and registered a total of 2 ordinary shares of RM1.00 each to AIC for the total subscription price of RM2.00 and AIC has duly paid the total full subscription amount to ATM on the said date.
5.4 ATM has agreed to issue to the Company and the Company has agreed to subscribe 399,998 ordinary shares of RM1.00 each in ATM at the subscription price of RM399,998.00, and AIC has agreed to transfer to the Company and the Company has agreed to purchase 2 ordinary shares of RM1.00 each in ATM as stated in item 5.3 above at the purchase price of RM2.00 from AIC in accordance with the terms and conditions set out in the Agreement.
6. RATIONALE OF THE TRANSACTIONS
The Transactions are not expected to give rise to any gains or losses on the earnings of the Company for the current financial year ending 31 December 2013.
The Transactions will not have any effect on the liabilities of the Company.
9.1 Share Capital and Substantial Shareholders’ Shareholdings
9.2 Earnings and Net Assets
The Transactions are not expected to have any material impact on the earnings and net assets per share of the Company for the financial year ending 31 December 2013.
10. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
Mr Nagahisa Oyama, Mr Naoki Hayashi and Mr Mitsuru Nakata are key employees of ACL and persons connected to ACL. Therefore, Mr. Nagahisa Oyama, Mr. Naoki Hayashi and Mr. Mitsuru Nakata are deemed interested in the Agreement shall abstain from all deliberations and voting in connection with the Transactions.
Save as disclosed above and the best of the Company’s knowledge, none of the Directors and/or major shareholders of the Company and/or persons connected with them, have any interest, directly and/or indirect in the Transactions.
11. STATEMENT BY THE BOARD OF DIRECTORS
14. APPROVALS REQUIRED
15. ESTIMATED TIME FRAME FOR COMPLETION
This announcement is dated 19th April 2013.
|Company Name||AEON CO. (M) BHD|
|Date Announced||19 Apr 2013|