Bursa Announcements
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 |
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 Exchange’s 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.
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* |
Table 2- Substantial shareholders of the Silicon’s 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 |
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 Name | MOL.COM BERHAD |
Stock Name | MOL |
Date Announced | 8 Aug 2000 |
Category | General Announcement |
Reference No | CU-000807-51790 |