General Announcement
13/08/2004RCE CAPITAL BERHAD (FORMERLY KNOWN AS REDIFFUSION BERHAD) ("RCE" or "the Company") - PROPOSED ACQUISITION BY RCE CAPITAL BERHAD, OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF TAIFAB SDN BHD ("TSB") FROM AMDB BERHAD ("AMDB") FOR A CASH CONSIDERATION OF RM2/-
| RCE CAPITAL BERHAD |
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Type | Announcement |
| Subject | RCE CAPITAL BERHAD (FORMERLY KNOWN AS REDIFFUSION BERHAD) ("RCE" or "the Company") - PROPOSED ACQUISITION BY RCE CAPITAL BERHAD, OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF TAIFAB SDN BHD ("TSB") FROM AMDB BERHAD ("AMDB") FOR A CASH CONSIDERATION OF RM2/- |
Contents :
1. INTRODUCTION
- The Board of Directors of RCE wishes to announce that on 13 August 2004, the Company has entered into an Agreement For Sale of Shares in TSB ("Agreement") with AMDB to acquire from AMDB the entire issued and paid-up share capital of TSB comprising 2 ordinary shares of RM1/- each ("Sale Shares") for a total cash consideration of RM2/- ("Proposed Acquisition").
2. DETAILS OF THE PROPOSED ACQUISITION
2.1 Background Information on TSB
TSB is a private limited company incorporated in Malaysia on 15 February 1984 and has an authorised share capital of RM25,000/- divided into 25,000 ordinary shares of RM1/- each of which 2 ordinary shares have been issued and fully paid-up. Based on the audited accounts as at 31 March 2004, TSB has a negative NTA of RM523/-.
TSB is an investment holding company whose principal asset is its indirect investment in 29,199,074 units of AmFirst Property Trust Berhad ("AMFPT") through its wholly-owned subsidiary, Verbundsoft Sdn Bhd ("VSB").
AMDB was incorporated in Malaysia on 29 December 1965 and was listed on the Main Board of Bursa Malaysia Securities Berhad on 28 November 1972. As at 30 June 2004, AMDB has an authorised share capital of RM500,000,000/- divided into 1,000,000,000 ordinary shares of RM0.50 each of which 802,839,256 ordinary shares of RM0.50 have been issued and fully paid-up.
AMDB is principally engaged in manufacture of textile products and investment holding with subsidiaries principally involved in property development, investment and management, tour and travel agency, restaurant operation, electrical and power engineering construction and financial services.
2.3 Consideration
The Sale Shares shall be acquired free from all liens, charges, encumbrances and with all rights, benefits and advantages attaching thereto including any distribution, rights or bonus issue which may be declared from the date of completion of the Proposed Acquisition.
There will be no liabilities to be assumed by the Company as a result of the Proposed Acquisition.
The purchase consideration of RM2/- was arrived at on a willing buyer willing seller basis after taking into consideration of TSBs negative NTA of RM523/- as at 31 March 2004.
3. RATIONALE FOR THE PROPOSED ACQUSITION
The Proposed Acquisition is to enable RCE to improve its earnings positively in future from the constant income distribution by AMFPT.
4. FINANCIAL EFFECTS OF THE PROPOSED ACQUSITION
- The Proposed Acquisition will not have any material effect on the earnings per share, net tangible assets per share, share capital and the substantial shareholdings of RCE Group for the financial year ending 31 March 2005.
5. CONDITIONS OF THE PROPOSED ACQUISITION
There is no condition to be fulfilled in respect of the Proposed Acquisition.
Tan Sri Dato' Azman Hashim ("TSDAH") is the Chairman of the Company and AMDB.
TSDAHs interest (direct and indirect) in Arab-Malaysian Corporation Berhad ("AMCORP") as at 30 June 2004 is 36.69%.
TSDAH's indirect interest in RCE, through his shareholding in AMCORP as at 30 June 2004 is 41.36%.
TSDAH interest (direct and indirect) in AMDB as at 30 June 2004 is 44.27%.
TSDAH's indirect interest, in AMDB, through his shareholding in AMCORP as at 30 June 2004 is 44.15%.
Encik Azmi Hashim ("AH") is a Director of the Company and a Director and shareholder of AMDB. He is the brother of TSDAH.
Puan Shalina Azman ("SBA"), a Director of RCE, is the daughter of TSDAH.
TSDAH, AH and SBA have abstained and will continue to abstain from all deliberation and votings on the relevant resolutions at the Companys Board Meetings in respect of the Proposed Acquisition.
Save as disclosed above, none of the Directors, substantial shareholders of RCE or persons connected with them have any interest, direct or indirect, in the Proposed Acquisition.
- The Board of Directors of the Company (save for TSDAH, AH and SBA), having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company.
8. DOCUMENTS FOR INSPECTION
The Agreement is available for inspection at the Registered Office of the Company situated at 1st Floor, Lot 271, Jalan Dua, Off Jalan Chan Sow Lin, 55200 Kuala Lumpur from Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months commencing from the date of this announcement.
This announcement is dated 13 August 2004.
Announcement Info
| Company Name | RCE CAPITAL BERHAD |
| Stock Name | RCECAP |
| Date Announced | 13 Aug 2004 |
| Category | General Announcement |
| Reference No | CU-040810-36253 |
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