News
Announcement On Acquisition Of Shares
BackJan 19, 2011
| Type | Announcement |
| Subject | ANNOUNCEMENT ON ACQUISITION OF SHARES |
| Contents | Rimbunan Sawit Berhad wishes to announce that the Company had on 19 January 2011 entered into a Share Sale Agreement with a non-related party, Lembaga Amanah Kebajikan Masjid Negeri Sarawak, to acquire 601,735 ordinary shares of RM1.00 each in the capital of PJP Pelita Biawak Plantation Sdn Bhd for a total cash consideration sum of RM12,700,326.00. |
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Introduction
Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce that the Company had on 19 January 2011 entered into a Share Sale Agreement (“SSA”) with a non-related party, Lembaga Amanah Kebajikan Masjid Negeri Sarawak (“LAKMNS”), to acquire 601,735 ordinary shares of RM1.00 each in the capital of PJP Pelita Biawak Plantation Sdn Bhd (“PJP”) for a total cash consideration sum of RM12,700,326.00 (“Acquisition”). This represents 15% of the total issued and paid-up share capital of PJP. Upon completion of the Acquisition, RSB's shareholding in PJP shall increase from 70% to 85%. Background information on LAKMNS LAKMNS is a charitable trust board established under the Charitable Trust Ordinance 1994 and having its registered office at Tingkat 8, Baitul Makmur, Medan Jaya, Petra Jaya, 93050 Kuching, Sarawak. Background information on PJP PJP was incorporated on 6 September 1995 and having its registered office at No. 3rd Floor, No. 66-78, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak. The principal business of PJP is oil palm plantation. Rationale for the Acquisition including any benefit which is expected to accrue to RSB as a result of the Acquisition The Acquisition is to enhance the future growth potential of RSB Group. Risk Factor The Company does not envisage any specific risk to be associated with the Acquisition. Effect of the Acquisition on RSB The Acquisition is not expected to have any material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of RSB. Details of purchase consideration The purchase consideration of RM12,700,326.00 was arrived at based on willing buyer willing seller basis and shall be fully satisfied in cash by utilising internal generated fund of RSB in the following manner :- (a) simultaneously upon signing of SSA, RSB shall pay RM100,000.00 as deposit to LAKMNS; and (b) the balance of RM12,600,326.00 shall be paid to the stakeholders within a period of thirty (30) days from the date when all the conditions precedent have been fulfilled or are satisfied or is waived by LAKMNS or within a period of ninety (90) days from the date of SSA (whichever is the later), such sum to be released to the Company in accordance with terms and conditions of SSA. Particulars of all liabilities, including contingent liabilities and guarantees to be assumed by, arising from the Acquisition There is no liability, including contingent liabilities and guarantees to be assumed by RSB, arising from the Acquisition. Interests of the directors and/or major shareholders in the Acquisition None of the directors or major shareholders of RSB nor persons connected with them has any interest, direct or indirect, in the Acquisition. The date on which the terms of the Acquisition were agreed upon The terms of the Acquisition were agreed upon on 19 January 2011. Estimated timeframe for completion of the Acquisition The Acquisition is expected to be completed by 30 June 2011. The Salient Features of the agreements on the Acquisition, if any, and the time and place where the documents may be inspected The SSA and all other relevant documents in connection with the Acquisition are available for inspection at RSB’s registered office at No. 85 & 86, Pusat Suria Permata, Jalan Upper Lanang 12A, 96000 Sibu, Sarawak from Monday to Saturday (except public holidays) during normal business hours. Whether the Acquisition is subject to the approval of shareholders and the relevant government authorities and the estimated time frame for submission of the application to the relevant authorities The Acquisition is not subject to the approval of shareholders and the relevant government authorities. Highest Percentage ratio of the Proposed Acquisition The highest percentage ratio applicable to the Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 14.46%. Statement by Directors The Board of Directors having considered all aspects of the Acquisition, was of the opinion that the Acquisition is in the best interests of RSB. |
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Announcement Info
| Company Name | RIMBUNAN SAWIT BERHAD |
| Stock Name | RSAWIT |
| Date Announced | 19 Jan 2011 |
| Category | General Announcement |
| Reference No | CCS-110119-08903 |