DIJAYA ENTERPRISE BHD ("DEB") PROPOSED INVESTMENTS IN INTERNET COMPANIES NAMELY ASIA WEB DIRECT (HK) LTD ("AWDL") AND WORLD OF FENG SHUI SDN BHD ("WFS") FOR A TOTAL CASH CONSIDERATION OF RM34.68 MILLION ("PROPOSALS")
| DIJAYA ENTERPRISE BHD |
Contents :
We refer to the Exchange's letter dated 14 March 2000 and are pleased to set out below the additional information pertaining to the Proposals as requested.
1. AWDL and WFS are newly set-up companies incorporated for the purposes of undertaking the Internet-related businesses on a joint-venture basis. Therefore, at present, there are no audited accounts available in respect of the aforesaid companies.
2. The Investment Agreements in respect of the Proposals were dated on 2 March 2000 and are available for inspection at the registered office of DEB at Lot 302, 3rd Floor, Wisma Dijaya, No. 1A, Jalan SS 20/1, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan, during the normal office hours from Mondays to Fridays (except public holidays).
The salient features of the Investment Agreements are as follows:-
a) Investment Agreement between DEB, Neil Anderson Cumming, Stuart Ducan Cumming, Sll Eawsakul Cumming and Choo Choon Yew ("Promoters")
- Formation of a joint-venture company to be incorporated in Hong Kong to undertake Internet-related businesses and to be the investment holding company of three (3) Internet operating companies namely Asia Web Direct Co. Ltd, Phuket Island Access Co. Ltd and Asia Web Solutions Sdn Bhd ("Operating Companies").
- The shareholding structure of the joint-venture company i.e. AWDL shall be in the proportion of 50:50 between the promoters and DEB.
- The Promoters who are the beneficial owners of the Operating Companies shall transfer the Operating Companies to AWDL for a consideration of HK$37,050,000 to be satisfied by the issuance of 37,050,000 new ordinary shares of HK$1.00 each in AWDL at par value.
- DEB shall subscribe for 37,050,000 new ordinary shares in AWDL at par value of HK$1.00 each in four equal tranches of HK$9,262,500 each. The first tranche of the subscription shall be made on the first week of March 2000 or within five (5) days from the date of completion of the transfer of the Operating Companies whichever is later. The subsequent three equal tranches will be effected at intervals of three (3) months each starting from the first subscription date.
- The Promoters shall continue and remain in full time employment with AWDL or one of the Operating Companies for a period of not less than three (3) years from the agreement date or up to date of the flotation of AWDL, whichever shall be the later.
- In the event any shareholder desires to sell, transfer or dispose of its shares in AWDL, he shall give notice in writing to other shareholders ("Non-Selling Parties") of his intention to sell. The Non-Selling Parties shall have a period of thirty (30) days from the date of the notice to exercise the option to purchase the shares from him.
- The participation by DEB and the Promoters shall be effected in two stages whereby the first stage involves the allotment of 167,998 new ordinary shares of RM1.00 each to Promoters at an issue price of RM1.00 per share. The second stage involves the allotment of 260,568 new ordinary shares of RM1.00 each to DEB at an issue price of RM63.83 per new share.
- The shareholding structure of WFS after the second stage shall be in the proportion of 39.2% held by Promoters and the balance 60.8% to be held by DEB.
- The Promoters who are the beneficial owners of a domain website www.worldoffengshui.com will cause the transfer of title and ownership of the website to WFS within seven (7) days from the agreement date.
- The Promoters shall continue and remain in full time employment with WFS for a period of not less than five (5) years from the agreement date or up to date of the flotation of the WFS, whichever shall be the later.
- Each of the Promoters further covenants and undertakes with DEB that she shall at all times during the Locked-up Period remain a shareholder of WFS. In the event a Promoter (the "Selling Promoter") desires at any time, to sell, transfer, assign or otherwise dispose any of her shares, the Selling Promoter shall be deemed to have granted an option to DEB (or its assignees) to acquire all the shares held by her in accordance with the terms and conditions of this agreement.
4. In relation to the Proposals, no persons connected to the directors and/or substantial shareholders of DEB has any interest, direct or indirect in the Proposals.
5. The issue price of AWDL of HK$1.00 per new share is at par value. As for the issue price of WFS, it is based on the business potential of WFS, the established domain website of www.worldoffengshui.com and the capital requirement of WFS.
Query Letter Contents :
We refer to your announcement on 2 March 2000 in respect of the above mentioned
Proposals.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
Net tangible assets and net profit of AWDL and WFS based on their latest
audited accounts and state the financial year end of such audited accounts.
Date and salient features of the investment agreements (“IA”) in respect of the
Proposals and the place, date and time the IA can be inspected.
Market capitalisation of DijaEnt based on the weighted average market price of
the Company’s shares for the five (5) market days prior to the date on which
the terms of the Proposals were agreed upon.
Whether any persons connected to the directors and/ or substantial shareholders
of DijaEnt have any interest, direct or indirect, in the Proposals.
Basis for the issue price of the new AWDL shares and new WFS shares.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
KUALA LUMPUR STOCK EXCHANGE
TAN TEW ENG
Senior Manager, Listing Operations
TYE/CKM
Copy : Securities Commission
Announcement Info
| Company Name | DIJAYA ENTERPRISE BHD |
| Stock Name | DIJAENT |
| Date Announced | 17 Mar 2000 |
| Category | General Announcement |
| Reference No | CJ-000317-52580 |
