Company Announcements

Date : 22 June 2000

TT RESOURCES BHD ("TTRB") - PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN FOTOREX HOLDINGS SDN BHD ("FOTOREX") FOR A CASH CONSIDERATION OF RM2.04 MILLION ("PROPOSED ACQUISITION")

TT RESOURCES BHD

TypeReply to query
Reply to Query Letter by KLSE reference IDFM-000607-39146
SubjectTT RESOURCES BHD ("TTRB")
- PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN FOTOREX HOLDINGS SDN BHD ("FOTOREX") FOR A CASH CONSIDERATION OF RM2.04 MILLION ("PROPOSED ACQUISITION")

Contents :

As requested in your letter dated June 20, 2000, we hereby furnish the following additional information in relation to the Proposed Acquisition :


(1) The purchase consideration of Ringgit Malaysia Two Million Forty Thousand (RM2,040,000) are paid/to be paid in the following manner :

      Type of Payment
      RM
      Terms of Payment
      Deposit sum
      500,000
      To be paid to vendors within seven (7) business days of the execution of the Share Purchase Agreement ("SPA") . Payment was made on 30th May, 2000.
      Balance purchase price
      1,540,000
      To be paid within sixty (60) days from the date of the SPA becomes unconditional as follows :
      (a) RM510,000 ("Guarantee Sum") to be deposited with TTRB's solicitors as stakeholders who shall release the Guarantee Sum to the vendors upon the profits guaranteed being achieved in accordance with the SPA.
      (b) RM1,030,000 to be paid to the vendors.
(2) The net tangible assets and the net profit of Fotorex based on the latest audited accounts for the financial year ended December 31, 1999 were as follows :
      Net Tangible Assets
      Net Profit
      RM’000
      RM’000
      Fotorex Holdings Sdn Bhd
      522
      264
(3) None of the persons connected with the directors and/or substantial shareholders of TTRB have any interest, direct or indirect, in the Proposed Acquisition.

(4) The Proposed Acquisition is not subject to the approval of the shareholders and any relevant government authorities.

(5) The proposed directors in Fotorex from TTRB has no service contracts.

(6) The SPA dated May 23, 2000 is available for inspection at the registered office of TTRB located at Lot 302, 3rd floor, Wisma Dijaya, No.1A, Jalan SS 20/1, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan during normal office hours on Mondays to Saturdays (except public holidays).

(7) In accordance with the SPA dated May 23, 2000, the vendors undertake to repay, discharge or cause to be discharged all trade and non-trade debts and liabilities, contingent or otherwise, of Fotorex and its subsidiaries as at April 30, 2000.
    (8) The original cost of investment of the 51% equity interest in Fotorex to the respective vendors and the date of investment are as follows :
        Vendors
        Date of the investment
        No. of share
        Original cost
        of investment
        (RM)
        TAN CHEE KEONG
        29.09.1984
        45,000
        45,000
        23.11.1984
        2,500
        2,500
        23.01.1989
        7,500
        7,500
        10.01.1990
        18,750
        18,750
        17.06.1991
        17,012
        17,012
        08.09.1992
        45,000
        45,000
        12.12.1994
        54,860
        54,860
        22.08.1995
        46,549
        46,549
        Total
        237,171
        237,171
        WONG SIEW YIN
        17.04.2000
        17,837
        17,837
        17.04.2000
        44,895
        44,895
        Total
        62,732
        62,732
        NG KWAI FOOK
        12.09.1983
        1
        1
        12.09.1983
        6,999
        6,999
        20.09.1984
        53,000
        53,000
        23.01.1989
        6,667
        6,667
        12.12.1984
        27,777
        27,777
        10.01.1990
        16,666
        16,666
        21.08.1995
        4,634
        4,634
        Total
        115,744
        115,744
        WONG TSE HOONG
        31.03.1993
        19,353
        19,353
        25.11.1997
        75,000
        75,000
        Total
        94,353
        94,353
        Grand Total
        510,000
        510,000
    (9) The Board of Directors of TTRB is of the opinion that the Proposed Acquisition is in the best interest of the Group as it would complement the Chinese restaurant businesses owned by the Group and create a synergistic effect.


    Dated this the 22nd day of June 2000.

    Query Letter Contents :

    We refer to your announcement dated 23 May 2000 in respect of the aforesaid
    matter.
    In this connection, kindly furnish the Exchange with the following additional
    information for public release:
    (1) Terms of any arrangement for payment on a deferred basis.
    (2) Net tangible assets and net profits of FOTOREX based on the latest audited
    accounts.
    (3) Whether persons connected to the directors and/or substantial shareholders
    have any
    interest, direct or indirect, in the Proposed Acquisition.
    (4) Whether the transaction is subject to the approval of the shareholders and
    relevant
    government authorities.
    (5) The details of any service contracts of proposed directors, if any.
    (6) The time and place where the conditional share purchase agreement dated 23
    May 2000 is
    available for inspection.
    (7) Particulars of all liabilities to be assumed by the Vendors, if any,
    arising from the Proposed
    Acquisition.
    (8) The original cost of investment of the 51% equity interest in FOTOREX to
    the Vendors and
    the date of the investment.
    (9) A statement by the Board of Directors stating whether or not the Proposed
    Acquisition is in
    the best interest of the Company.





    Please furnish the Exchange with your reply within two (2) market days from the
    date hereof.


    Yours faithfully,
    KUALA LUMPUR STOCK EXCHANGE

    Chong Fui Tzy
    Manager, Listing Operations

    HTH/TFM



    Announcement Info

    Company NameTT RESOURCES BHD  
    Stock Name TTRES    
    Date Announced22 Jun 2000  
    CategoryGeneral Announcement
    Reference NoCJ-000622-36439

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