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Date : 08 August 2000

MOL.COM BERHAD ("MOL" OR "COMPANY") ∑ Proposed acquisition of 1,650,000 existing ordinary shares of RM1.00 each representing 17.37% in Silicon Communications Sdn Bhd ("Silicon") for a cash consideration of RM13,860,000 or at RM8.40 per share ("Proposed Acquisition"); and ∑ Proposed subscription of 1,200,000 new ordinary shares of RM1.00 each representing 12.63% in Silicon for a cash subscription of RM10,080,000 or at RM8.40 per share ("Proposed Subscription"). (collectively known as "Proposals")

MOL.COM BERHAD

TypeReply to query
Reply to Query Letter by KLSE reference IDCY-000803-40851
SubjectMOL.COM BERHAD ("MOL" OR "COMPANY")
∑ Proposed acquisition of 1,650,000 existing ordinary shares of RM1.00 each representing 17.37% in Silicon Communications Sdn Bhd ("Silicon") for a cash consideration of RM13,860,000 or at RM8.40 per share ("Proposed Acquisition"); and

∑ Proposed subscription of 1,200,000 new ordinary shares of RM1.00 each representing 12.63% in Silicon for a cash subscription of RM10,080,000 or at RM8.40 per share ("Proposed Subscription").

(collectively known as "Proposals")

Contents :

This announcement is dated 8 August 2000.


The above Proposals which was announced on 31 July 2000 refers. On behalf of the Board of Directors of MOL and in reply to the Kuala Lumpur Stock Exchangeís queries, Arab-Malaysian Merchant Bank Berhad wishes to clarify the following :

1. The name of the directors and the beneficial shareholders of the substantial shareholders of Silicon and their respective direct and indirect shareholdings are shown in Table 1 and 2.

2. As noted in the earlier announcement, the purchase consideration of RM8.40 per share have been arived at on a willing buyer-willing seller basis after taking into consideration the prospects of Silicon as well as the industry in which Silicon operates. The consideration of RM8.40 per share represents a revenue multiple of approximately 5.49 times of 1999 operating revenue and has not been reviewed by an independent party.

3. In addition to the salient features of the Shares Sale and Subscription Agreement dated 26 July 2000 ("Agreement") which have been covered in Section 3.1 of the announcement dated 31 July 2000, other salient features include:-

      Post completion of the Agreement, Sarawak Information Systems Sdn Bhd("Sains"), Proliquest Sdn Bhd ("Proliquest") and Silicon warrant and undertake with MOL that the shareholding of MOL shall at all times be constituted and maintained in the proportion of not less than 30% save and except in circumstances where MOL disposes its shares or where MOL has given its prior written approval.

      Proliquest also undertakes that it shall not engage in similar business activities in competition with Silicon whilst it remains a shareholder of Silicon and for a period of one (1) year from the date it ceases to be a shareholder of Silicon.
4. Silicon is expected to begin generating profit in the current financial year end i.e. 31 December 2000 barring any unforeseen circumstances.

5. None of the persons connected to Directors and substantial shareholders of MOL has any interest direct, or indirect in the Proposals.
Table 1- The Board of Directors of Silicon and their equity stake

Number of Shares in Silicon
Name of Director
Direct
Indirect
Tan Sri Datuk Amar Haji Hamid Bugo
Datuk Haji Abdul Aziz bin Haji Husain
Teo Tien Hiong
-
-
-
-
-
720,000*
* Deemed interested by virtue of his shareholdings of over 15% in Plusky Sdn Bhd


Table 2- Substantial shareholders of the Siliconís Corporate Shareholders
Sarawak Information Systems Sdn Bhd ("SAINS")
Shareholder
No. of shares held in Sains
%
Sarawak State Government

Intel Automation Sdn Bhd
2,000,002

1,333,335
60.00

40.00
3,333,337
100.00


Siliconnet Technologies Sdn Bhd ("SNT")
Shareholder
No. of shares held in SNT
%
Sainergy Consulting Sdn Bhd
500,002
100.00
Plusky Sdn Bhd ("Plusky")
Shareholder
No. of shares held in Plusky
%
Teo Tien Hiong
Thien Joon Hiong
60
40
60.00
40.00
100
100.00


Proliquest Sdn Bhd ("Proliquest")
Shareholder
No. of shares held in Proliquest
%
Kho Han Mien
Kho Boon Kheng@ Kho Check Boon
Kelvin Ho Teik Chye
Woon See Chin
374,999
1
12,500
12,500
93.75
0.01
3.12
3.12
400,000
100.00

Query Letter Contents :


We refer to your announcement dated 31 July 2000 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
The name of the directors and the beneficial shareholders of the substantial
shareholders of Silicon, and their respective direct and indirect shareholdings
(number of shares and percentage).
An explanation of the bases and assumptions used in deriving the purchase
consideration of RM13.86 million and the subscription consideration of RM10.08
million, and whether the valuation has been reviewed by an independent party.
The salient features of the Shares Sale and Subscription Agreement dated 26
July 2000.
The period within which Silicon is expected to generate profit.
Whether any person connected with a director and/or substantial shareholder has
any interest, direct or indirect, in the Proposals.




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

Yours faithfully



LISA LAM
Senior Manager
Listing Operations
LL/CY


Announcement Info

Company NameMOL.COM BERHAD  
Stock Name MOL    
Date Announced8 Aug 2000  
CategoryGeneral Announcement
Reference NoCU-000807-51790
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