(I) PROPOSED JOINT VENTURE BETWEEN DRB-HICOM AND ZHEJIANG GEELY HOLDING GROUP CO., LTD. ("GEELY"), IN RESPECT OF PROTON HOLDINGS BERHAD ("PROTON"); AND
(II) PROPOSED DIVESTMENT OF 100% EQUITY IN LOTUS ADVANCE TECHNOLOGIES SDN. BHD. BY PROTON TO GEELY AND ETIKA AUTOMOTIVE SDN. BHD. ("ETIKA AUTOMOTIVE").
Based on the audited consolidated financial statements of Proton Holdings for the financial year end ("FYE") 31 March 2016, the net loss and net assets ("NA") attributable to the owner of Proton Holdings were RM1,455.7 million and RM1,026.4 million respectively.
Based on the unaudited consolidated financial statements of Proton Holdings for the 12 months for the FYE 31 March 2017, the net loss and NA attributable to the owner of Proton Holdings were RM987.3 million and RM29.5 million respectively.
Based on the audited consolidated financial statements of Lotus Advance for the FYE 31 March 2016, the net loss Lotus Advance and NA of Lotus Advance were RM266.6 million and RM133.7 million respectively.
Based on the unaudited consolidated financial statements of Lotus Advance for the 12 months for the FYE 31 March 2017, the net loss of Lotus Advance and NA of Lotus Advance were RM68.0 million and RM82.1 million respectively.
Subject to financial and legal due diligence to be completed prior to the execution of the Proposed JV Agreements, Geely shall, on JV Completion, subscribe to shares in Proton Holdings comprising 49.9% of the enlarged paid-up share capital for the aggregate of:
(i) RM170.3 million in cash; and
(ii) the grant of the Boyue Rights ((i) and (ii) shall constitute the "Subscription Price").
Subject to financial and legal due diligence to be completed prior to the execution of the Proposed SPA:
(i) Geely shall purchase 51% of the share capital of Lotus Advance from Proton Holdings for GBP 51 million; and
(ii) Etika Automotive shall purchase 49% of the share capital of Lotus Advance from Proton Holdings for GBP 49 million, for an aggregate of GBP 100 million ("Sale Price").
Etika Automotive Sdn. Bhd.
Etika Automotive was incorporated under the laws of Malaysia on 9 June 2016 as a private limited company. Etika Automotive is principally engaged in the business of manufacturing of bodies (coachwork) for motor vehicles, manufacturing of trailers and semi-trailers, manufacturing of engines and turbines, expect aircraft, vehicle and cycle engines, other business support service activities.
As at the LPD, Etika Automotive has a total issued and paid up share capital of RM1,000,000 comprising 1,000,000 shares, and it is wholly-owned by Albukhary Corporation Sdn. Bhd. ("Albukhary Corporation").
Albukhary Corporation was, in turn, incorporated under the laws of Malaysia on 19 March 1984 as a private limited company under the name of Ketapang Equity Corporation Sdn. Bhd.. It adopted its current name on 27 January 2000. Albukhary Corporation is principally an investment holding company.
As at the LPD, Albukhary Corporation has a total issued and paid up share capital of RM100,000,000 comprising 100,000,000 shares. Tan Sri Syed Mokhtar Shah bin Syed Nor ("TSSM") and his spouse, Puan Sri Sharifah Zarah bte Syed Kechik Al Bukhary, respectively holds 99.9% and 0.01% of the entire issued and paid up share capital of Albukhary Corporation.
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