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 |
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. |
Net Tangible Assets | Net Profit | |
RM’000 | RM’000 | |
Fotorex Holdings Sdn Bhd | 522 | 264 |
(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.
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 |
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 Name | TT RESOURCES BHD |
Stock Name | TTRES |
Date Announced | 22 Jun 2000 |
Category | General Announcement |
Reference No | CJ-000622-36439 |