General Announcement for PLC
29/11/2019TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS BCM ALLIANCE BERHAD ("BCM" OR "COMPANY") - PROPOSED SUBSCRIPTION OF 133,333 NEW ORDINARY SHARES IN FOODICT MAKER SDN BHD ("FOODICT"), REPRESENTING 25% ENLARGED EQUITY INTEREST OF FOODICT BY BCM FOR A TOTAL CASH CONSIDERATION OF RM1,499,996.25 ("PROPOSED SUBSCRIPTION"); AND - PROPOSED ACQUISITION FROM LEE CHIN FONG, LEE BENG WAI AND HSU FENG CHIH OF A TOTAL OF 138,667 EXISTING ORDINARY SHARES REPRESENTING 26% ENLARGED EQUITY INTEREST IN FOODICT BY BCM FOR A TOTAL CASH CONSIDERATION OF RM1
| BCM ALLIANCE BERHAD |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | BCM ALLIANCE BERHAD ("BCM" OR "COMPANY")
- PROPOSED SUBSCRIPTION OF 133,333 NEW ORDINARY SHARES IN FOODICT MAKER SDN BHD ("FOODICT"), REPRESENTING 25% ENLARGED EQUITY INTEREST OF FOODICT BY BCM FOR A TOTAL CASH CONSIDERATION OF RM1,499,996.25 ("PROPOSED SUBSCRIPTION"); AND
- PROPOSED ACQUISITION FROM LEE CHIN FONG, LEE BENG WAI AND HSU FENG CHIH OF A TOTAL OF 138,667 EXISTING ORDINARY SHARES REPRESENTING 26% ENLARGED EQUITY INTEREST IN FOODICT BY BCM FOR A TOTAL CASH CONSIDERATION OF RM1 |
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Reference is made to the Company’s announcement on 3 September 2019 whereby the Company had on even date entered into a Letter of Intent (“LOI”) with Lee Chin Fong (“LCF”), Lee Beng Wai (“LBW”), Hsu Feng Chih (“HFC”) and Foodict with the intention to enter into negotiation in relation to the Proposed Transactions. Following thereto, M&A Securities Sdn Bhd, on behalf of the Board of Directors of BCM (“Board”) wishes to announce that the Company had on 29 November 2019 entered into the following agreements:-
- a subscription agreement with Foodict, and LCF and LBW (collectively as “Warrantors”) for the proposed subscription of 133,333 new ordinary shares in Foodict representing 25% enlarged equity interest in Foodict (“Subscription Shares”), for a total cash consideration of RM1,499,996.25 (“Subscription Consideration”) (“Subscription Agreement”);
- a share purchase agreement with LCF, LBW and HFC (collectively, the “Vendors”) for the proposed acquisition of an aggregate of 138,667 existing ordinary shares in Foodict (“Sale Shares”) representing 26% enlarged equity interest in Foodict, for a total cash consideration of RM1,560,003.75 (“Purchase Consideration”) (“SPA”);
- a shareholders agreement with the Vendors and Foodict to set out the responsibilities and obligations of the Company and the Vendors (collectively “Parties”) as the shareholders of Foodict and to record the terms and conditions governing the structure and organisation of Foodict and the Parties’ respective rights and obligations in relation thereto (“SHA”), which shall be effective upon completion of the Subscription Agreement; and
- a profit guarantee agreement with LCF and LBW (collectively the “Guarantors”) whereby the Guarantors will jointly and severally guarantee to BCM that the aggregate audited profit after tax attributable to the shareholders of Foodict for the two (2) years commencing from the date of completion of the Subscription Agreement and ending 24 months thereafter, shall not be less than the sum of RM1,600,000.00 (“Profit Guarantee”) (“Profit Guarantee Agreement”).
(The Subscription Agreement, SPA, SHA and Profit Guarantee Agreement are collectively, referred to as the “Definitive Agreements”).
Please refer to the attachment for further details. |
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Please refer attachment below.
Attachments
291119 - BCM - Announcement.pdf
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Announcement Info
| Company Name | BCM ALLIANCE BERHAD |
| Stock Name | BCMALL |
| Date Announced | 29 Nov 2019 |
| Category | General Announcement for PLC |
| Reference Number | GA1-29112019-00160 |