Bursa Announcements

Date : 15 September 2015

MULTIPLE PROPOSALS FUTUTECH BERHAD ("FUTUTECH" OR THE COMPANY") - PROPOSED ACQUISITIONS; - PROPOSED PRIVATE PLACEMENT; - PROPOSED INCREASE IN AUTHORISED CAPITAL; AND - PROPOSED AMENDMENTS TO M&A (COLLECTIVELY REFERRED TO AS THE PROPOSALS)

FUTUTECH BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
FUTUTECH BERHAD ("FUTUTECH" OR THE COMPANY")

-	PROPOSED ACQUISITIONS;
-	PROPOSED PRIVATE PLACEMENT; 
-	PROPOSED INCREASE IN AUTHORISED CAPITAL; AND
-	PROPOSED AMENDMENTS TO M&A

(COLLECTIVELY REFERRED TO AS THE PROPOSALS)

Reference is made to the announcement dated 6 February 2015 wherein the Company had announced that it has entered into a heads of agreement (HOA) with Datuk Tee Eng Ho (Datuk Tee), Datin Toh Siew Chuon (Datin Toh) and Tee Eng Seng (TES) (collectively, the Vendors), to explore and negotiate further on the proposed acquisitions by Fututech of the entire issued and paid-up share capital of Kerjaya Prospek (M) Sdn Bhd (Kerjaya Prospek) and Permatang Bakti Sdn Bhd (Permatang Bakti) (collectively, the Target Companies) from the Vendors. On 5 August 2015, the Company and the Vendors had mutually agreed to an extension of time of two (2) months period commencing from 6 August 2015 until 6 October 2015 to negotiate and enter into the definitive agreements for the proposed acquisitions of the Target Companies.

On behalf of the Board of Directors of Fututech (Board), AmInvestment Bank Berhad (AmInvestment Bank) and Astramina Advisory Sdn Bhd (Astramina) (collectively, the Joint Advisers) wish to announce that the Company had, on 15 September 2015 entered into:-

(i)     a conditional share sale agreement with Datuk Tee, Datin Toh and TES for the proposed acquisition of 5,000,000 ordinary shares of RM1.00 each in Kerjaya, representing the entire equity interest in Kerjaya Prospek for a consideration of RM438.0 million (Proposed KPSB Acquisition); and

(ii)     a conditional share sale agreement with Datuk Tee and Datin Toh for the proposed acquisition of 2,000,000 ordinary shares of RM1.00 each in Permatang Bakti, representing the entire equity interest in Permatang Bakti for a cash consideration of RM20.0 million (Proposed PBSB Acquisition).

(The Proposed KPSB Acquisition and the Proposed PBSB Acquisition are collectively referred to as the Proposed Acquisitions).

In addition, on behalf of the Board, the Joint Advisers also wish to announce that concurrently with the Proposed Acquisitions, the Company proposes to undertake the following:-

(i)     proposed private placement of up to 100,000,000 new ordinary shares of RM0.50 each in Fututech ("Fututech Share(s)" or Share(s)) at an issue price to be determined and to placee(s) to be identified at a later stage (Proposed Private Placement);

(ii)     proposed increase in the authorised share capital of Fututech from RM150,000,000 comprising 300,000,000 Fututech Shares to RM800,000,000 comprising 1,200,000,000 Fututech Shares and 400,000,000 redeemable convertible preference shares of RM0.50 each in Fututech (RCPS) (Proposed Increase in Authorised Capital); and

(iii)    proposed amendments to the Memorandum and Articles of Association of the Company to facilitate the creation and issuance of RCPS pursuant to the Proposed KPSB Acquisition (Proposed Amendments to M&A).

(The Proposed Acquisitions, the Proposed Private Placement, the Proposed Increase in Authorised Capital and the Proposed Amendments to M&A are collectively referred to as the Proposals).

Further details of the Proposals are set out in the attachment.

This announcement is dated 15 September 2015. 




Please refer attachment below.



Announcement Info

Company Name FUTUTECH BERHAD
Stock Name FUTUTEC
Date Announced 15 Sep 2015
Category General Announcement for PLC
Reference Number GA1-15092015-00018


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