General Announcement

28/07/2005

SERSOL TECHNOLOGIES BERHAD (SerSol or the Company) Subscription of shares in TN Industries Sdn Bhd (TNISB)

SERSOL TECHNOLOGIES BERHAD

Type

Announcement
SubjectSERSOL TECHNOLOGIES BERHAD (SerSol or the Company)
Subscription of shares in TN Industries Sdn Bhd (TNISB)

Contents :

1. INTRODUCTION

      The Board of Directors of SerSol is pleased to announce that it had on 28 July 2005 subscribed for three (3) new ordinary shares of Ringgit Malaysia (RM) RM1.00 each in TNISB (TNISB Shares) for a cash consideration of RM3.00 (SerSol-TNISB Share Subscription). Simultaneously, Samchem Sdn Bhd (Samchem) subscribed for five (5) new TNISB Shares (Samchem-TNISB Share Subscription) for a cash consideration of RM5.00. Subsequent to the SerSol-TNISB Share Subscription and Samchem-TNISB Share Subscription, the existing subscribers of TNISB namely, Ng Soh Kian and Tien Siew Foon transferred their respective one (1) TNISB Share each to Samchem for a cash consideration of RM1.00 per Share (TNISB Shares Transfer). This resulted in SerSol and Samchem holding 30% and 70% equity interest in TNISB respectively. Consequently, a joint-venture (JV) agreement between SerSol and Samchem will be entered into in due course.

      The SerSol-TNISB Share Subscription will be funded via internally generated funds.

2. INFORMATION ON TNISB

      TNISB was incorporated on 20 May 2005 in Malaysia as a private limited company under the Companies Act, 1965. TNISB is currently dormant with an authorised share capital of RM100,000 comprising 100,000 TNISB Shares and an issued and paid-up share capital of RM2 comprising 2 TNISB Shares.

      The principal activity of TNISB is in the manufacturing of thinner.

Upon completion of the SerSol-TNISB Share Subscription, Samchem-TNISB Share Subscription and TNISB Share Transfer, the authorised share capital of TNISB will be increased to RM500,000 comprising 500,000 TNISB Shares respectively; whilst the eventual issued and paid-up share capital of TNISB will be increased to RM500,000 comprising 500,000 TNISB Shares through the subscription of additional new TNISB Shares by SerSol and Samchem in the proportion as set out in Table 1.

3. INFORMATION ON SAMCHEM
      The authorised share capital of Samchem is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each whilst its issued & paid-up share capital is RM6,720,000 comprising 6,720,000 ordinary shares of RM1.00 each (Samchem Shares).
        The principal activity of Samchem is in the trading of industrial chemical.
          As at 28 July 2005, the shareholders and directors of Samchem are set out in Table 2.

      4. RATIONALE FOR SERSOL-TNISB SHARE SUBSCRIPTION
          The Sersol-TNISB Share Subscription will enable SerSol to tap into the wide clientele base of Samchem and hence expand SerSols domestic market segment. Samchem is known as one of the major solvent suppliers in Malaysia.

      5. EFFECTS OF SERSOL-TNISB SHARE SUBSCRIPTION
          The SerSol-TNISB Share Subscription will not have any material effect on the earnings of the consolidated financial statements of SerSol for the financial year ending 31 December 2005.

          The SerSol-TNISB Share Subscription does not have any effect on the issued and paid-up share capital, net tangible assets and substantial shareholders shareholdings of SerSol.

      6. APPROVALS REQUIRED
          The SerSol-TNISB Share Subscription is not subject to the approvals of SerSols shareholders and any other relevant authorities.

      7. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS AND/OR PERSONS CONNECTED WITH THE DIRECTORS OR SUBSTANTIAL SHAREHOLDERS
          As far as the Directors of SerSol are aware, none of the Directors, substantial shareholders and/or person(s) connected with the Directors and/or substantial shareholders of SerSol, has any interest, direct or indirect, in the Sersol-TNISB Share Subscription.

      8. DIRECTORS RECOMMENDATION
          The Board of Directors of SerSol, after having considered all aspects of the SerSol-TNISB Share Subscription, is of the opinion that the SerSol-TNISB Share Subscription is in the best interest of the Company.

      9. ADVISER AND SPONSOR
          No adviser is required for the SerSol-TNISB Share Subscription and Southern Investment Bank Berhad (SIBB) is the Sponsor for SerSol.

      This announcement is dated 28 July 2005.
      Table.doc

      Attachments

      Table.doc
      43 KB


      Announcement Info

      Company NameSERSOL TECHNOLOGIES BERHAD (MESDAQ Market) 
      Stock Name SERSOL
      Date Announced28 Jul 2005  
      CategoryGeneral Announcement
      Reference NoMI-050728-55540

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