1. INTRODUCTION
The Board of Directors of Malayan Flour Mills Berhad (“MFM” or “Company”) wishes to announce that Dindings Poultry Development Centre Sdn Bhd (“DPDC”) had on 21 December 2012 entered into a Business Transfer Agreement (“Agreement”) with Dindings Broiler Breeder Farm Sdn Bhd (“DBB”) to acquire the entire business of DBB (“Business”) for a total consideration equal to the value of the Net Assets of the Business as at 26 December 2012 to be wholly satisfied by the issuance and allotment of such number of new ordinary shares of RM1.00 in DPDC to MFM, being the sole shareholder of DBB, based on the issue price of RM1.00 per ordinary share. The total consideration is estimated to be approximately RM19.5 million.
Both DBB and DPDC are wholly-owned subsidiaries of MFM.
2. DETAILS OF THE SCHEME
2.1 Information on DPDC
DPDC was incorporated in Malaysia on 21 March 1989. Its current authorized share capital is RM100,000,000 divided into 50,000,000 ordinary shares of RM1.00 each and 50,000,000 redeemable preference shares of RM1.00 each. As at the date hereof, its issued and paid-up share capital is RM61,196,925 comprising 18,000,000 ordinary shares of RM1.00 each and 43,196,925 redeemable preference shares of RM1.00 each.
The current principal activities of DPDC are poultry grow-out farm, purchase and contract farming of poultry for resale.
2.2 Information on DBB
DBB was incorporated in Malaysia on 4 August 1988. Its current authorized share capital is RM10,000,000 divided into 10,000,000 ordinary shares of RM1.00 each. As at the date hereof, its issued and paid-up share capital is RM6,475,000 comprising 6,475,000 ordinary shares of RM1.00 each.
The current principal activities of DBB are breeding and sale of day-old chicks.
3. RATIONALE OF THE SCHEME
The Scheme will enable the Group to achieve economies of scale in its operations and improve business efficiency. It will also enable the Group to streamline its operation processes to bring more efficient and effective management and cost saving in the overall Group administration.
4. EFFECTS OF THE SCHEME
4.1 On Share Capital and Substantial Shareholders’ Shareholding
The Scheme will not have any effect on the share capital and substantial shareholders’ shareholding of MFM as it does not involve any allotment or issuance of new shares by MFM.
4.2On Earnings Per Share, Net Assets Per Share and Gearing
The Scheme will not have any material effect on the earnings per share, net assets per share and gearing of MFM Group.
5. APPROVALS REQUIRED
The Scheme has been approved by the shareholders of DPDC and DBB. It does not require the approval of the shareholders of MFM or any other authorities.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or Major Shareholders of MFM and/or persons connected with them has any interest, whether direct or indirect, in the Scheme.
7. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of MFM, having considered all aspects of the Scheme, is of the opinion that the Scheme is in the best interest of MFM Group.
8. DOCUMENT AVAILABLE FOR INSPECTION
The Business Transfer Agreement is available for inspection at the Registered Office of the Company at 22nd Floor, Wisma MCA, Jalan Ampang, 50450 Kuala Lumpur during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 21 December 2012.
本周最热论坛帖子
发表于 9-8-2012 02:50 PM
发表于 5-9-2012 12:05 PM
2032 
43
