TEXCHEM RESOURCES BERHAD ("TRB" OR THE "COMPANY") PROPOSED MERGER OF TEXCHEM-PACK (M) SDN. BHD. ("TEXPACK") AND TEXCHEM ENGINEERING PLASTICS SDN. BHD. ("TEP") VIA ESOGI CORPORATION SDN. BHD. ("NEWCO") ("PROPOSED MERGER"); AND PROPOSED RESTRUCTURING AND SUBSEQUENT LISTING OF NEWCO ON THE SECOND BOARD OF THE KUALA LUMPUR STOCK EXCHANGE ("PROPOSED RESTRUCTURING AND LISTING"). (collectively known as the "Proposals")
|TEXCHEM RESOURCES BERHAD|
Contents :We refer to the announcement dated 11 June 2001 and the letter from the Kuala Lumpur Stock Exchange dated 14 June 2001.
(i) The audited consolidated profit after taxation of Texpack and its subsidiaries ("Texpack Group") based on the audited consolidated accounts for the financial year ended 31 December 2000 of Texpack Group is RM5,045,298 and the audited profit after taxation of TEP based on the audited accounts of TEP for the financial year ended 31 December 2000 is RM5,680,082.
(ii) There will be no liability to be assumed by Newco arising form the Proposed Newco Acquisition of Texpack and Proposed Newco Acquisition of TEP.
(iii) The indicative offer price and issue price of the Proposed Offer for Sale and Proposed Public Issue of RM2.00 was arrived at after taking into consideration the following factors:-
- (a) The financial history of Texpack Group and TEP;
(b) The prospective business potential and prospective future earnings of Texpack Group and TEP; and
(c) The proforma consolidated net tangible assets of Newco and its proposed subsidiaries, namely Texpack Group and TEP.
(iv) The expected gains or losses to TRB and its subsidiaries and associated companies arising from the Proposals cannot be determined at this juncture as the actual offer price of the Proposed Offer for Sale has yet to be fixed; and
(v) The Proposals do not involve any departure from the Securities Commission's Policies and Guidelines on Issue/Offer of Securities.
This announcement is dated 18 June 2001.
Query Letter Contents :
We refer to your announcement dated 11 June 2001 in respect of the aforesaid
In this connection, kindly furnish the Exchange with the following additional
information for public release :-
(1) Net profits of Texpack group and TEP based on their last audited accounts.
(2) Particulars of all liabilities to be assumed by Newco arising from the
proposed Newco acquisition of Texpack and proposed Newco acquisition of TEP.
(3) The basis for arriving at the offer price and issue price of the proposed
offer for sale and proposed public issue respectively.
(4) The expected gains or losses to the TRB group arising from the proposed
Newco acquisition of Texpack.
(5) A statement whether the Proposals has departed from the Securities
Commission's Policies and Guidelines on Issue/Offer of Securities.
Kindly furnish the Exchange with your reply within two (2) market days from the
TAN YEW ENG
Senior Manager, Listing Operations
copy to :- Securities Commission (via fax)
|Company Name||TEXCHEM RESOURCES BERHAD|
|Date Announced||18 Jun 2001|