OTHERS AEON CO. (M) BHD. ("the Company" or “AEON CO.”) - JOINT VENTURE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND INDEX LIVING MALL COMPANY LIMITED
|AEON CO. (M) BHD|
|Description||AEON CO. (M) BHD. ("the Company" or “AEON CO.”)|
- JOINT VENTURE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND INDEX LIVING MALL COMPANY LIMITED
2. INFORMATION ON ILM
The authorised share capital of ILM is 2,000,000,000 Baht comprising 20,000,000 ordinary shares of 100 Baht each and an issued and paid-up share capital of 2,000,000,000 Baht comprising 20,000,000 ordinary shares of 100 Baht each.
3. SALIENT FEATURES OF THE AGREEMENT
3.1 The Company and ILM will jointly incorporate and register a private limited company in Malaysia namely AEON INDEX LIVING SDN. BHD. (the “JV Company”) pursuant to the Agreement to carry out the Business and the Agreement shall subject to the fulfillment of the following conditions precedent (hereinafter referred to as the “Condition Precedent”) on or before the end of June 2014 (hereinafter referred to as the “Conditional Period”) or such other extension of time mutually agreed by the Company and ILM:
(b) the approval of the shareholders of the AEON CO. and ILM at the annual general meeting or the extraordinary general meeting to be convened, if required;
(c) the approval of the Ministry of Domestic Trade Cooperatives and Consumerism for the execution of the Joint Venture Agreement and to operate the joint venture Business, if required;
(d) the approval by the AEON CO. and ILM on the draft Memorandum and Articles of Associations for the JV Co;
(e) the approval by the AEON CO. and ILM on the draft License Agreement (1), License Agreement (2);
(f) such other relevant approval required by the Relevant Authorities for this incorporation.
3.3 The authorised share capital of JV Company shall be RM50,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each and paid up share capital shall be RM45,000,000.00 divided into 45,000,000 ordinary shares of RM1.00 each (hereinafter referred to as the “Paid-Up Capital”).
3.4 The amount to be paid by each of AEON CO. and ILM in relation to the Paid-Up Capital according to the investment ratio is as follows (“Investment Ratio”):
4. SOURCE OF FUNDING
The Proposed Subscription will be funded from internally generated funds.
5. RATIONALE OF THE PROPOSED SUBSCRIPTION
The Proposed Subscription is not expected to give rise to any material gains or losses on the earnings of the Company for the current financial year ending 31 December 2013.
The Proposed Subscription will not have any effect on the liabilities of the Company.
8.1 Share Capital and Substantial Shareholders’ Shareholdings
8.2 Earnings and Net Assets
The Proposed Subscription is 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. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
10. STATEMENT BY THE BOARD OF DIRECTORS
13. APPROVALS REQUIRED
|Company Name||AEON CO. (M) BHD|
|Date Announced||20 Sept 2013|