| Type | Announcement |
| Subject | MALAYSIA AICA BERHAD ("MAICA") PROPOSED ACQUISITION OF 2,000,000 ORDINARY SHARES OF RM1.00 EACH IN HYRAX OIL SDN BHD ("HYRAX"), REPRESENTING THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF HYRAX FOR A TOTAL PURCHASE CONSIDERATION OF RM50,000,000 TO BE SATISFIED BY THE ISSUE OF 50,000,000 ORDINARY SHARES OF RM0.50 EACH IN MAICA ("MAICA SHARES") AT AN ISSUE PRICE OF RM1.00 PER SHARE ("PROPOSED ACQUISITION") |
1. INTRODUCTION
We refer to the announcement by Commerce International Merchant Bankers Berhad ("CIMB"), made on behalf of MAICA on 14 January 2004 pertaining to the Proposed Acquisition. On behalf of MAICA, CIMB hereby announces that MAICA and Md. Nahar Bin Noordin, Hazimah Binti Zainuddin, Shah Hakim @ Shahzanim Bin Zain, Kamaluddin Bin Abdullah, Wan Pauzi Bin Wan Yahya, Dato' Mohamed Azman Bin Yahya and Che Roslan Bin Abdul Ghani (the "Vendors") have entered into a Supplemental Agreement ("SA") on 9 July 2004 to vary certain terms and conditions of the Sale and Purchase of Shares Agreement ("SPA") dated 12 January 2004 ("Proposed Variations").
2. PROPOSED VARIATIONS
2.1 Transfer of Shares
2.1.1 Parties to the SPA have acknowledged and agreed that Md. Nahar Bin Noordin had on 22 April 2004 sold and transferred 100,000 ordinary shares of RM1.00 each in Hyrax ("Hyrax Shares") to Hazimah Binti Zainuddin for a total cash consideration of RM100,000 ("Transfer"). MAICA has, pursuant to the SA, waived the relevant conditions of the SPA to allow for the Transfer.
2.1.2 In view of the Transfer, the revised shareholdings of the Vendors in Hyrax as at 9 July 2004 are as set out in Table 1 herein. The purchase consideration for the Hyrax Shares to be satisfied by the issuance of 50,000,000 new MAICA Shares ("Consideration Shares") shall be apportioned against the names of the Vendors as set out in Table 1 herein, subject to any adjustments as may be required by the Securities Commission ("SC").
2.2 Disposal of Property
MAICA acknowledged and agreed that Hyrax had on 27 May 2004, entered into an agreement with O & W Property Sdn Bhd (formerly known as O & W Tax Consultants (Tg. Malim) Sdn Bhd) ("O&W Property")) to dispose of an office unit known as No. C-20-5, Block C, Megan Phileo Avenue, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur ("Property") upon terms mutually agreed by Hyrax and O&W Property for a total cash consideration of RM1,440,880. The SA also records the irrevocable and unconditional agreement by MAICA to waive any warranty, representation, undertaking and/or indemnity given by the Vendors to MAICA on or relating to the disposal of the Property.
2.3 Shareholders' Advance
2.3.1 The Vendors propose to make an interest free advance of RM6,000,000 to Hyrax ("Advance") in accordance with the proportions of the Advance ("Advance Proportions") as set out in Table 2 herein, or such other proportions as the Advance Vendors may agree amongst themselves.
2.3.2 Subject to completion of the Proposed Acquisition and the Vendors making the Advance, MAICA has given an undertaking to procure Hyrax to fully repay the Advance to the Vendors in accordance with the Advance Proportions in five (5) equal annual instalments commencing on or before 30 June 2005, and each instalment being a sum equivalent to 20% of the Advance.
2.3.3 Parties to the SPA have agreed that MAICA and/or Hyrax shall be entitled to deduct or set-off:
(a) any amounts due from the Vendors to MAICA in the event that the audited profit after tax of Hyrax for each of its financial years ending 31 December 2004, 31 December 2005 and 31 December 2006 (collectively "Guarantee Period") is less than RM3,500,000 and after disposal of such Consideration Shares in accordance with the SPA; and(b) any amounts due from the Vendors to MAICA in the event that audited profit after tax of Hyrax for the Guarantee Period is less than a cumulative aggregate of RM22,500,000 and after the disposal of such Consideration Shares in accordance with the SPA: and
(b) any amounts due from the Vendors to MAICA in the event that audited profit after tax of Hyrax for the Guarantee Period is less than a cumulative aggregate of RM22,500,000 and after the disposal of such Consideration Shares in accordance with the SPA
against any amount due by Hyrax to the Vendors in relation to the Advance. The parties to the SPA have also agreed that any exercise of MAICA's or Hyrax's right to set-off as set out above shall not discharge MAICA's obligation to procure the repayment of any sums remaining payable by Hyrax to the Vendors in relation to the Advance after the set-off.
2.4 Extension of the Cut-Off Date
MAICA and the Vendors have agreed to extend the cut-off date to fulfill the conditions precedent by a further period of six (6) months, expiring on 11 January 2005 or such later date as the parties may hereafter agree in writing.
3. EFFECTS OF THE PROPOSED VARIATIONS
The Proposed Variations will not have any effects on the issued and paid-up share capital and substantial shareholders' shareholdings in MAICA and is not expected to have material effects on the proforma consolidate earnings and net tangible assets of MAICA.
4. SUBMISSION TO RELEVANT AUTHORITIES
The applications to the relevant authorities in relation to the Proposals are currently being finalised and are expected to be made within four (4) months from the date of this announcement.
5. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the SA is available for inspection at the Registered Office of MAICA at 8-3, Jalan Segambut, 51200 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
(This announcement is dated 9 July 2004)
| Company Name | MALAYSIA AICA BERHAD |
| Stock Name | MAICA |
| Date Announced | 9 Jul 2004 |
| Category | General Announcement |
| Reference No | MM-040709-62768 |
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