We refer to the announcement dated 7 May 2014 (Announcement) and Bursa Malaysia Securities Berhads (Bursa Securities) query dated 9 May 2014 (which was received on 12 May 2014) (Query) in relation to the Proposed Subscription.
Unless otherwise stated, defined terms used in this announcement shall carry the same meanings as defined in the Announcement.
On behalf of the Board of Directors of TDEX (Board), TA Securities Holdings Berhad wishes to announce the following additional information pursuant to the Query:-
1. Names of the Vendors
The vendor for 99.33% of Zeal is Pang Kim Huay and the vendors for 100% of MYZSM are Chong Eng Yeau and Pang Kim Huay. The vendor of E-Tech is Chong Eng Yeau who shall transfer or procure the transfer of the entire issued and paid up share capital of E-Tech to the SPV pursuant to the Proposed Restructuring of Companies. The shareholding structures of the Target Companies are tabulated in Sections 3.1 to 3.3 of the Announcement respectively.
2. Prospects of Zeal Systems (M) Sdn Bhd, MYZSM Sdn Bhd and E-Tech IT Solution Pte Ltd (Target Companies) respectively
The Malaysian economy is expected to remain on a steady growth path in 2014 and is envisaged to expand by 4.5%-5.5% (2013: 4.7%) (Source: Bank Negara Malaysia, Annual Report 2013). The positive domestic economy outlook is expected to substantiate the overall prospects of retail businesses as disposable income increases in tandem with the growing economy.
Zeal specialises in the provision of full range POS models and peripherals and is the authorised sole distributor of point-of-sales (POS) by IBM and Toshiba in Malaysia. The clientele base of Zeal includes some multinational conglomerates which are well known in the domestic retail market. On the other hand, E-Tech is the authorised distributor of POS products in Singapore by IBM and Toshiba
MYZSM houses a call centre that provides services (ie. provision of retail solutions, support and maintenance services) to customers in both Singapore and Malaysia. The TDEX Group is expected to derive recurring income via the after-sales and maintenances services of POS system installed by Zeal, which is carried out by MYZSM.
Based on the above, the Board is of the view that the demand for POS is expected to be positive as it will be principally driven by new or existing retailers to install or upgrade their POS system, the envisaged growth in consumer spending and number of retailer outlets which is expected to present growth opportunities for POS market players.
Following the Proposed Subscription, the Board expects the enlarged group to secure additional distributorship for other countries in the ASEAN region by tapping into the expertise of the Target Companies. In addition, the enlarged group will be able to work closely to explore new business areas that may potentially enhance the Companys existing business portfolio.
3. Risks of the Proposed Subscription
The following are risk factors that may arise from or associated with the Proposed Subscription:-
(a) Business Risk
The Proposed Subscription will expose the Company to risks specific to the Information and Communication Technology (ICT) industry, which include but not limited to, supply and demand for ICT related services and products such as retail solutions, products and equipments, consumers sentiments of which it will address as part of its ordinary course of business, as well as normal economic and financial risks.
(b) Non-fulfilment of conditions precedent
The Proposed Subscription is conditional upon the execution of the Definitive Agreement and the conditions precedent as set out in Section 4.2 of the Announcement. In the event that any of the conditions precedent is not fulfilled, the Proposed Subscription will not take place. The Board will endeavour to take all reasonable steps to complete the Proposed Subscription.
(c) Foreign exchange risk
Fluctuations in the exchange rate between the Singapore Dollar and Malaysian Ringgit may affect the profitability of the TDEX Group. The Company will explore various options, including but not limited to, the use of certain financial instruments for hedging purpose in future and/or to match income with expenditures that are both denominated in the same currency. The Board is not aware of any adverse developments in Singapore that would materially deteriorate the Companys investment interest in the SPV.
4. Estimated time frame for completion of the Proposed Subscription.
The Board will endeavour to take all reasonable steps to complete the Proposed Subscription by the third quarter of 2014.
This announcement is dated 14 May 2014.