Bursa Announcements

Date : 19 April 2013

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

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionAEON 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
1. INTRODUCTION
      The Board of Directors of the Company (hereinafter referred to as the “Board”) wishes to announce that the Company has on 19th April 2013 entered into a Subscription and Relationship Agreement (hereinafter referred to as the “Agreement”) with AEON TOPVALU MALAYSIA SDN. BHD. (Company No. 1030462-A) (hereinafter referred to as the “ATM”) and AIC INC (hereinafter referred to as the “AIC”) for the investment in ATM as follows:

      (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
        (ii) Acquisition of 2 ordinary shares of RM1.00 each at par for the purchase consideration of Ringgit Malaysia Two (RM2.00) only from AIC, subject to the terms and conditions as stipulated in the Agreement.

        (collectively referred to as “Transactions”.)
        Following the above, the shareholders and their respective shareholdings in ATM will be as follows:
    AEON CO.: 20% (400,000 ordinary shares of RM1.00 each)
    AIC: 80% (1,600,000 ordinary shares of RM1.00 each)
    Total enlarged share capital: 100% (2,000,000 ordinary shares)
        Upon completion of the Transactions, ATM will become an associate company of the Company.

    2. INFORMATION ON ATM

    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 .
      2.2 ATM’s principal activity is operating as a retailer supplying merchandise including, but not limited to the merchandise under the private brand name of “TOPVALU”.


      3. INFORMATION ON AIC
          AIC is a company incorporated in Japan with a paid-up share capital of JPY230,000,000. AIC’s principal activities are operating as a trading company specializing in product development and also as an importer.

      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:-
            (i) To enter into the Agreement upon approval by the Board of Directors of the Company.
              (ii) After entering into the Agreement, the Company shall be entitled to serve the duly executed subscription notice to ATM for the subscription of the shares in ATM.
                (iii) On the completion date which is defined in the Agreement, the Company will pay the subscription price to ATM in accordance to the subscription schedule and ATM shall issue the subscription shares to the Company as follows:-
                    No. of Ordinary Shares in ATM
                    Consideration (RM)
                    AEON CO. (M) BHD.
                    400,000 (20%)
                    400,000
                    AIC INC
                    1,600,000 (80%)
                    1,600,000
                    2,000,000


            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 in line with the Company’s corporate strategy of accelerating the expansion of its private-brand business under the private brand name of “TOPVALU”.

              7. THE EXPECTED GAINS OR LOSSES ARISING FROM 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.

              8. ASSUMPTION OF LIABILITIES FOR THE TRANSACTIONS

              The Transactions will not have any effect on the liabilities of the Company.
                9. EFFECT OF THE TRANSACTIONS

                9.1 Share Capital and Substantial Shareholders’ Shareholdings
                      The Transactions will not have any effect on the share capital of the Company or the shareholdings of substantial shareholders.

                  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.

                  9.3 Gearing
                        The Transactions do not have any gearing impact on the Company.


                    10. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
                        AEON Co., Ltd (“ACL”), a major shareholder of the Company is the holding company of AIC and is deemed interested in the Transactions.

                        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
                        Having considered the rationale and effects of the Transactions, the Board is of the opinion that the Transactions are in the best interest of the Company.

                    12. PROSPECT
                          The Transactions of twenty percent (20%) equity shares in ATM will enable the Company to participate in ATM’s business for synergistic benefits and further allow the Company to continue to enjoy and share in potential future returns generated by the business through the expertise of ATM.
                          .
                      13. RISK FACTOR
                          Apart from the ordinary business risks, there are no other additional risks envisaged that may arise from the Transactions.


                      14. APPROVALS REQUIRED
                          The necessary approvals for the Transactions are as stated in item 4 above and the Transactions do not require the approval of the shareholders of the Company.


                      15. ESTIMATED TIME FRAME FOR COMPLETION
                          Unless the parties otherwise agree, the completion date will take place on 30th April 2013 or any earlier date agreed between the Company and ATM.

                      This is a voluntary announcement under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.


                      This announcement is dated 19th April 2013.


                      Announcement Info

                      Company NameAEON CO. (M) BHD  
                      Stock Name AEON    
                      Date Announced19 Apr 2013  
                      CategoryGeneral Announcement
                      Reference NoCC-130419-65263

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