GREAT WALL PLASTIC INDUSTRIES BERHAD ("GWPI") I. PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF ENFARI SDN BHD ("ENFARI") COMPRISING 50,000,000 ORDINARY SHARES OF RM1.00 EACH FOR A TOTAL PURCHASE CONSIDERATION OF RM250,000,000, TO BE SATISFIED BY THE ISSUANCE OF 75,528,701 NEW ORDINARY SHARES OF RM1.00 EACH IN GWPI ("GWPI SHARES") AT AN ISSUE PRICE OF RM3.31 PER SHARE ("PROPOSED ACQUISITION"); II. PROPOSED WAIVER PURSUANT TO THE PROVISIONS OF PRACTICE NOTE 2.9.1 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 1998 FOR ALL THE REMAINING GWPI SHARES NOT ALREADY HELD BY ENFARI LIMITED AND/OR ITS NOMINEES TOGETHER WITH PARTIES DEEMED ACTING IN CONCERT WITH THEM; AND III. PROPOSED TRANSFER OF BUSINESS, hereinafter collectively referred to as "the Proposals"
GREAT WALL PLASTIC INDUSTRIES BERHAD |
Contents :
QUOTE
Further to your query in respect of the above Proposals, we are pleased to furnish the following additional information for public release:
i) The date of the original investment in Enfari by the Vendor, Enfari Limited, is as follows:
Date of Investment | Amount RM'000 |
27 January 1998 | 4,000 |
2 February 1998 | 1,000 ---------- 5,000 ====== |
ii) Encorp Construct Sdn Bhd is principally involved in general contracting.
iii) Besides the details disclosed in Section 2 of the Announcement dated 17 February 2000, the salient features of the Sale and Purchase Agreement dated 17 February 2000 ("Agreement"), in relation to the Proposed Acquisition are as follows:-
1. Obligations following execution
The Agreement shall become unconditional on the date ("the Unconditional Date") the conditions stipulated in Section 7 of the Announcement dated 17 February 2000 are fulfilled and on condition that the due diligence on the Company to be conducted by the Purchaser being satisfactory to the Purchaser ("Conditions Precedent").
The Completion of the Agreement shall be at the registered office of the Purchaser on a date ("the Completion Date") falling within one (1) month of the Unconditional Date to be agreed between the parties to the Proposed Acquisition or failing agreement, on the thirtieth (30th) day following the Unconditional Date.
The Vendor covenants with the Purchaser that it will indemnify and at all time keep the Purchaser indemnified against any tax liability or taxation assessable or recoverable on or from the Company to the extent of its tax liability in relation to profits of the Company prior to the Completion Date, unless the same has been disclosed to the Purchaser in writing.
As at 31 December 1999 RM'000 | |
Trade creditors | 6,080 |
Other creditors (including advance payments from the Ministry of Education of RM45.0 million) | 45,750 |
Amount due to a director Amount due to companies in which directors have substantial interest | 14,421 3 ------------ 66,254 |
Hire purchase creditors | 101 ----------- 66,355 ====== |
Net Tangible Assets | RM'000 4,987 |
Net Profit | Nil |
UNQUOTE
Yours faithfully
For and on behalf of
BUMIPUTERA MERCHANT BANKERS BERHAD
YOON SWEE KONG EDWIN YEAP
Acting Chief Executive Officer Deputy Manager
Corporate Finance
c.c.: Securities Commission
Attn.: Puan Nyonya Yahya
c.c.: Great Wall Plastic Industries Berhad
Attn.: Mr Chuah Kooi Lian @ Lim Kooi Lian
Query Letter Contents :
We refer to your announcement on 17 February 2000 in respect of the above
mentioned Proposed Acquisition.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
Date of original investment in Enfari by the Vendor;
Description of business carried out by Encorp Construct Sdn Bhd;
Salient features of the sale and purchase agreement in relation to the Proposed
Acquisition;
Particulars of liabilities to be assumed by GWPI arising from the Proposed
Acquisition;
Effect of the Proposed Acquisition on the earnings per share of the Group;
Statement by the entire Board of Directors of GWPI stating whether the Proposed
Acquisition is in the best interest of the Company, and where a director
disagrees with such statement, a statement by the director setting out the
reasons and factors taken into considerations in forming such opinion;
Net tangible assets and net profit of Enfari based on the latest audited
accounts and state the financial year end of such accounts; and
Market capitalisation of GWPI based on the weighted average market price of
the Company’s shares for the five (5) market days prior to the date on which
the terms of the agreement were agreed upon.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
KUALA LUMPUR STOCK EXCHANGE
LISA LAM
Senior Manager, Listing Operations
LL/CKM
Copy : Securities Commission
Announcement Info
Company Name | GREAT WALL PLASTIC INDUSTRIES BERHAD |
Stock Name | GWPI |
Date Announced | 1 Mar 2000 |
Category | General Announcement |
Reference No | MM-000228-58467 |