The Board
of Directors of Oversea wishes to announce that ROJV, a wholly-owned subsidiary
of Oversea, had on 1 April 2015 acquired the remaining entire 35% equity
interest in RTC from the JV partners
comprising of 115,500 ordinary shares of RM1.00 each fully paid up for a total cash
consideration of RM2.00. As a result of
the acquisition of the entire 35% equity interest from the JV partners, RTC
became a wholly-owned subsidiary of ROJV.
1. DETAILS OF
THE ACQUISITION
1.1 Information
on Rich Tastes (Centrepoint) Sdn. Bhd. (RTC)
RTC
was incorporated in Malaysia on 14 July 2011 having its registered address at D-3-1
& D-3A-1, Seri Gembira Avenue, Jalan Senang Ria, 58200 Kuala Lumpur and
with an issued and paid up share capital of RM330,000.00. RTC is a 65% equity owned
by Restoran Oversea JV (International) Sdn. Bhd. which is in turn a wholly
owned subsidiary of Oversea. The
remaining 35% equity of the issued and paid up share capital of RTC are held by
the following JV parties:-
Name
of Shareholders No.
of Shares Held
Henry
Choo Hon Fai 16,500
Rich
Tastes Sdn . Bhd. 99,000
-----------
Total 115,500
=======
RTC
formerly engaged in the operation of a cafй at Centrepoint, Bandar Utama,
Selangor Darul Ehsan. RTC had ceased its business operation and currently is a
dormant company.
1.2 Information on Restoran Oversea JV
(International) Sdn. Bhd. (ROJV)
ROJV
was incorporated in Malaysia on 6 July 2010 having its registered address
at D-3-1 & D-3A-1, Seri Gembira
Avenue, Jalan Senang Ria, 58200 Kuala Lumpur and with an issued and paid up
share capital of RM2,600,000.00
divided into 2,600,000 ordinary shares of RM1.00 each. ROJV is principally an
investment holding company.
1.3 Rationale for the Acquisition
The
Acquisition will provide ROJV with a dormant company intended for future
expansion in its core business of restaurant and cafй operators.
1.4 Liaiblities
To Be Assumed
There
was no Liabilities including contingent liabilities and guarantees, to be assumed by Oversea arising from the
Acquisition
2. BASIS OF ARRIVING AT THE ACQUISITION CONSIDERATION
The
Acquisition consideration of RM2.00 was
arrived at on a willing buyer willing seller basis.
3. FINANCIAL
EFFECTS ON THE ACQUISITION
3.1 Share
Capital
The Acquisition is not expected to have any material effect on the issued and paid-up share capital of Oversea.
3.2 Earnings and Net Assets
The
Acquisition is not expected to have a material effect on the net assets per
share and the earnings of the Company and of the Group for the financial year
ending 31 March 2016.
3.3 Gearing
The
Acquisition will not have any material impact on the gearing of Oversea.
4. APPROVAL
SOUGHT
The
Acquisition is not subject to the approval of the shareholders of the Company
or from any relevant authorities.
5. INTEREST
OF DIRECTORS, SUBSTANTIAL / MAJOR
SHAREHOLDERS AND PERSONS CONNECTED
None
of the Directors and/or substantial / major shareholders of Oversea or persons
connected to them have any interest, direct or indirect in the Acquisition.
6. STATEMENT
BY DIRECTORS
The
Board of Directors of Oversea is of the opinion that the Acquisition is in the
best interest of the Group.
The
Acquisition is fair, reasonable and on normal commercial terms and are not
detrimental to the interest of the minority shareholders.
This announcement is dated 1 April 2015