General Announcement for PLC

08/08/2022

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS HEXTAR INDUSTRIES BERHAD ("HIB" OR THE "COMPANY") (A) PROPOSED ACQUISITION BY HIB FROM HEXTAR HOLDINGS SDN BHD OF 100% EQUITY INTEREST IN HEXTAR FERTILIZERS LIMITED FOR A TOTAL PURCHASE CONSIDERATION OF RM480.0 MILLION; AND (B) PROPOSED OFFER FOR SALE OF SUCH NUMBER OF CONSIDERATION SHARES TO INVESTORS TO BE IDENTIFIED

HEXTAR INDUSTRIES BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
HEXTAR INDUSTRIES BERHAD ("HIB" OR THE "COMPANY")

(A) PROPOSED ACQUISITION BY HIB FROM HEXTAR HOLDINGS SDN BHD OF 100% EQUITY INTEREST IN HEXTAR FERTILIZERS LIMITED FOR A TOTAL PURCHASE CONSIDERATION OF RM480.0 MILLION; AND
(B) PROPOSED OFFER FOR SALE OF SUCH NUMBER OF CONSIDERATION SHARES TO INVESTORS TO BE IDENTIFIED

M&A Securities Sdn Bhd (“M&A Securities”), on behalf of the Board of Directors of HIB (“Board”)(save for Dato’ Ong Choo Meng and Ong Tzu Chuen who are collectively referred to as the “Abstaining Directors”)) wishes to announce the following:

 

(a) HIB had on 8 August 2022 entered into a conditional share sale agreement (“SSA”) with Hextar Holdings Sdn Bhd (“HHSB” or “Vendor”) for the proposed acquisition of the entire equity interest in Hextar Fertilizers Limited (“HFL”), from the Vendor for a total purchase consideration of RM480.0 million (“Purchase Consideration”) to be satisfied via the issuance and allotment of 1,600,000,000 new ordinary shares in HIB (“HIB Shares” or “Consideration Shares” or “Shares”) at an issue price of RM0.30 per Consideration Share (“Proposed Acquisition”); and

 

(b) Proposed offer for sale of such number of Consideration Shares to investors to be identified (“Proposed Offer For Sale”).

 

(The Proposed Acquisition and Proposed Offer For Sale are collectively referred to as the “Proposals”)

 

In view of the interest of the major shareholder of HIB and/or persons connected with it (“Interested Major Shareholders”), the Proposed Acquisition is deemed a related party transaction pursuant to Rule 10.08 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”). In this respect, the Board (save for the Abstaining Directors) has appointed Malacca Securities Sdn Bhd to act as the Independent Adviser to advise the non-interested directors and non-interested shareholders of HIB on the Proposed Acquisition. 

 

Please refer to the attachment for further details of the Proposals.

 

This announcement is dated 8 August 2022.




Please refer attachment below.

Attachments

HIB - Announcement.pdf
556.4 kB



Announcement Info

Company Name HEXTAR INDUSTRIES BERHAD
Stock Name HEXIND
Date Announced 08 Aug 2022
Category General Announcement for PLC
Reference Number GA1-08082022-00079


Related Announcements for HEXIND
Date Title
25/08/2022 OTHERS HEXTAR INDUSTRIES BERHAD ("HIB" OR "THE COMPANY") - APPLICATION FOR EXTENSION OF TIME TO HOLD THE ELEVENTH ANNUAL GENERAL MEETING TO BE HELD IN YEAR 2023 PURSUANT TO SECTION 340 OF THE COMPANIES ACT 2016
22/08/2022 OTHERS HEXTAR INDUSTRIES BERHAD ("HIB" OR "THE COMPANY") - APPLICATION FOR EXTENSION OF TIME TO HOLD THE ELEVENTH ANNUAL GENERAL MEETING TO BE HELD IN YEAR 2023 PURSUANT TO SECTION 340 OF THE COMPANIES ACT 2016
12/08/2022 TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS HEXTAR INDUSTRIES BERHAD ("HIB" OR THE "COMPANY") (A) PROPOSED ACQUISITION BY HIB FROM HEXTAR HOLDINGS SDN BHD OF 100% EQUITY INTEREST IN HEXTAR FERTILIZERS LIMITED FOR A TOTAL PURCHASE CONSIDERATION OF RM480.0 MILLION; AND (B) PROPOSED OFFER FOR SALE OF SUCH NUMBER OF CONSIDERATION SHARES TO INVESTORS TO BE IDENTIFIED (COLLECTIVELY, THE "PROPOSALS")
08/08/2022 OTHERS HEXTAR INDUSTRIES BERHAD ("HIB" OR "THE COMPANY") - Press Release: Hextar Industries Berhad to expand its Fertiliser business with acquisition of 100% equity interest in Hextar Fertilizer Limited Group for RM480 million
22/07/2022 OTHERS HEXTAR INDUSTRIES BERHAD ("HIB" OR "THE COMPANY") VALUATION ON NON-CURRENT ASSETS
18/03/2022 TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS HEXTAR INDUSTRIES BERHAD ("HIB" or "the Company") - ACQUISITION OF REMAINING EQUITY INTEREST IN PK FERTILIZERS (SARAWAK) SDN BHD
09/02/2022 OTHERS HEXTAR INDUSTRIES BERHAD (FORMERLY KNOWN AS SCH GROUP BERHAD) ("HIB" or "the Company") Change of Venue of the Tenth Annual General Meeting ("10th AGM") from the Broadcast Venue to the fully virtual Online Meeting Platform
10/12/2021 OTHERS HEXTAR INDUSTRIES BERHAD (FORMERLY KNONW AS SCH GROUP BERHAD) ("HIB" or "the Company") - Proposed New and Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders' Mandate")
29/10/2021 NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) : FUND RAISING HEXTAR INDUSTRIES BERHAD (FORMERLY KNOWN AS SCH GROUP BERHAD) ("HEXTAR INDUSTRIES" OR "COMPANY") RIGHTS ISSUE
21/10/2021 NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) : FUND RAISING HEXTAR INDUSTRIES BERHAD (FORMERLY KNOWN AS SCH GROUP BERHAD) ("HEXTAR INDUSTRIES" OR "COMPANY") RIGHTS ISSUE