1. INTRODUCTION
Padiberas Nasional Berhad (“BERNAS”) wishes to announce that its wholly-owned subsidiaries, Dayabest Sdn Bhd (“Dayabest” or “Vendor”) had on 26 February 2013 entered into the Sale and Purchase Agreement (“SPA”) with Unified Corridor Sdn Bhd (“UCSB” or “Purchaser”) for the disposal of 153,000 ordinary shares of RM1.00 each (“Sale Shares”) which is equivalent to 51% of equity interest in Haskarice Food Sdn Bhd (“HFSB”) to the existing shareholder, UCSB for a purchase consideration of RM1.00.
2. INFORMATION ON DAYABEST
Dayabest was incorporated on 8 October 1990 as a private limited company under the Companies Act, 1965 and is principally involved in the wholesale and trading of rice and rice related products. The authorised share capital is RM2,500,000.00 only divided into 2,500,000 ordinary shares of RM1.00 only each of which 2,300,000 ordinary shares of RM1.00 only each, have been issued and fully paid-up.
3. INFORMATION ON HFSB
HFSB was incorporated on 3 July 1997 asa private limited company under the Companies Act, 1965 and principally involved in the business of trading and wholesaling of rice. The authorised share capital is RM500,000.00 only divided into 500,000 ordinary shares of RM1.00 only each of which 300,000 ordinary shares of RM1.00 only each, have been issued and fully paid-up.
4. INFORMATION ON UCSB
UCSB was incorporated on 13 November 1997 as a private limited company under the Companies Act, 1965. The principal activity of UCSB is investment holding. The authorised share capital is RM500,000.00 only divided into 500,000 ordinary shares of RM1.00 only each of which 147,000 ordinary shares of RM1.00 only each, have been issued and fully paid-up.
5. ORIGINAL COST OF INVESTMENT AND DATE OF INVESTMENT
Dayabest made its initial investment in Haskarice on 27 May 1999. The original cost of investment of Dayabest in Haskarice was RM153,000.00.
6. SALIENT TERMS OF THE SPA
The Vendor agreed to sell and the Purchaser agreed to purchase the Sale Shares free from all liens, pledges, charges and all encumbrances with all the rights and benefits attaching thereto in accordance with the terms and conditions of the SSA.
7. BASIS OF DETERMINATION OF THE PURCHASE CONSIDERATION
The Purchase Consideration was arrived after taking into consideration of the negative Net Assets per Share of Haskarice of RM8.52 per share based on the latest Audited Account as at 31 December 2008.
8. RATIONALE
The disposal is part of the Group’s restructuring exercise to divest non-performance and loss-making subsidiary.
9. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal will not have any material effect on the earnings and net assets of BERNAS Group.
10. APPROVALS REQUIRED
The Proposed Disposal does not require approval from shareholders of BERNAS or any governmental authorities.
11. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED WITH DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS
None of the Directors, substantial shareholders of BERNAS and/or persons connected to them have any interest, direct or indirect, in the Proposed Disposal.
12. DIRECTORS’ STATEMENT
The board of directors of BERNAS is of the opinion that the Proposed Disposal is in the best interest and is not to the detriment of BERNAS.
13. DOCUMENTS FOR INSPECTION
A copy of the SSA is available for inspection at the Registered Office of the Company at Level 31, Menara HLA, No.3, Jalan Kia Peng, 50450 Kuala Lumpur during normal office hours between Mondays and Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 26 February 2013.
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发表于 24-12-2012 09:31 AM
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有人买单就好 。。。
艾。。。
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