General Announcement

13/12/2006

ES CERAMICS TECHNOLOGY BHD (ES CERAMICS OR COMPANY) (I) PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN GTR CERAMICS SDN BHD BY ES CERAMICS FOR A TOTAL CASH CONSIDERATION OF RM7,000,000 (PROPOSED GTRM ACQUISITION); AND (II) PROPOSED ACQUISITION OF 99.99% EQUITY INTEREST IN GTR CERAMICS CO., LTD. BY ES CERAMICS FOR A TOTAL CASH CONSIDERATION OF RM2,000,000 (PROPOSED GTRT ACQUISITION). (COLLECTIVELY REFERRED TO AS "PROPOSED ACQUISITIONS")

ES CERAMICS TECHNOLOGY BHD

Type

Announcement
SubjectES CERAMICS TECHNOLOGY BHD (ES CERAMICS OR COMPANY)

(I) PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN GTR CERAMICS SDN BHD BY ES CERAMICS FOR A TOTAL CASH CONSIDERATION OF RM7,000,000 (PROPOSED GTRM ACQUISITION); AND

(II) PROPOSED ACQUISITION OF 99.99% EQUITY INTEREST IN GTR CERAMICS CO., LTD. BY ES CERAMICS FOR A TOTAL CASH CONSIDERATION OF RM2,000,000 (PROPOSED GTRT ACQUISITION).

(COLLECTIVELY REFERRED TO AS "PROPOSED ACQUISITIONS")

Contents :

1. INTRODUCTION

      Further to the Companys announcement dated 3 November 2006, K & N Kenanga Bhd, on behalf of the Board of Directors of ES Ceramics, wishes to announce that on 13 December 2006, the Company has entered into a supplemental agreement with the vendors of GTR Ceramics Sdn Bhd (GTRM) (Supplemental Agreement) to vary the terms of the original conditional sale and purchase agreement dated 20 July 2006 (GTRM SPA) for the Proposed GTRM Acquisition.


2. DETAILS OF AMENDMENTS
      Pursuant to the Supplemental Agreement, ES Ceramics and the vendors of GTRM agree to amend and vary the term of the GTRM SPA as follow:-

(i) Clause 4.1(b) shall be deleted and Clause 4.1(c) renumbered as Clause 4.1(b) accordingly.
          The original Clause 4.1(b) basically provides that a retention sum of RM1,400,000 (Retention Sum) shall be deposited by the Company to the Companys solicitors as stakeholder and to be dealt with in the manner as provided in the GTRM SPA on and before the completion of the GTRM SPA; and

(ii) Inclusion of a new Clause 4.1(c) as follows:-
          The Retention Sum shall be deposited by the Company to the Companys solicitors as stakeholder to be dealt with in the manner as provided in the GTRM SPA on or before 10 January 2007.

3. DOCUMENT AVAILABLE FOR INSPECTION
      A copy of the Supplemental Agreement will be available for inspection at the registered office of ES Ceramics following the date of this announcement for a period of one (1) month from Monday to Friday (except public holidays) during normal business hours.


4. COMPLETION OF THE PROPOSED ACQUISITIONS
      Pursuant to the Supplemental Agreement, GTRM SPA and the sale and purchase agreement dated 20 July 2006 in respect of Proposed GTRT Acquisition, the Proposed Acquisitions are duly completed.

This announcement is dated 13 December 2006.



Announcement Info

Company NameES CERAMICS TECHNOLOGY BHD (MESDAQ Market) 
Stock Name ESCERAM
Date Announced13 Dec 2006  
CategoryGeneral Announcement
Reference NoO&-061213-57701