1. INTRODUCTION
Pursuant to Paragraph 9.19(25) and voluntary disclosure pursuant to Paragraph 10.05 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”), the Board of Directors of SKH wishes to announce that the Company had on 30 March 2016 entered into a Share Sale Agreement (“SSA”) with Aboutsafety Dotcom Sdn Bhd (“ADSB” or “the Purchaser”) for the disposal of 100% equity interests in TMS Software Sdn. Bhd. (“TSSB”) which comprises 500,000 ordinary shares of RM1.00 each (“TSSB Sale Shares”) to ADSB for a total cash consideration of RM300,000/- (“Consideration”) (hereinafter referred to as “Disposal”).
In consequence thereof, TSSB has ceased to be a subsidiary of the Company.
2. DETAILS OF THE DISPOSAL
2.1 Information of TSSB
TSSB was incorporated in Malaysia on 6 May 1999 as a private limited company under the Companies Act, 1965 under the name of Ilham Korporat Sdn Bhd and subsequently changed its name to M-Apps Solutions Sdn Bhd (“M-Apps”) on 10 January 2002. On 9 December 2008, M-Apps changed its name to TMS Software Sdn Bhd. TSSB is principally engaged in the businesses of provision of information technology systems and integration services.
The current authorised share capital of TSSB is RM500,000/- comprising 500,000 ordinary shares of RM1/- each. TSSB’s issued and paid-up share capital is 500,000 ordinary shares of RM1/- each.
Based on its unaudited financial statements for the financial period ended 31 December 2015, TSSB recorded a loss after taxation of RM4,100,910 with a net liabilities of RM11,602,454 and accumulated losses of RM13,250,954.
2.2 Basis and Justification for the Consideration
The Consideration of RM300,000 is arrived at after taking into consideration the net liabilities of TSSB at 31 December 2015 of RM11,602,454 and the amount owing by TSSB to the Company of RM11,898,599 at 31 December 2015.
2.3 Information on the Purchaser
ADSB was incorporated in Malaysia on 18 April 2000 as a private limited company under the Companies Act, 1965. The current authorised share capital of ADSB is RM500,000/- comprising 500,000 ordinary shares of RM1/- each. ADSB’s issued and paid-up share capital is 500,000 ordinary shares of RM1/- each.
The names of directors and shareholders of ADSB together with their respective shareholdings in ADSB are as follows:-
Directors and Shareholders | No. of ADSB shares | % |
Audrey Yap Oi Ching | 225,000 | 45% |
Wong Chee Voon | 275,000 | 55% |
Total | 500,000 | 100% |
2.4 Liabilities to be assumed
Save for the liabilities stated in TSSB’s accounts, there are no other liabilities, including contingent liabilities and guarantees, to be assumed by the Purchasers pursuant to the Disposal.
2.5 Salient terms of the SSA
The salient terms of the SSA are as follows:-
(a) Consideration
The sale and purchase consideration for the TSSB Sale Shares is RM300,000.
(b) Completion
Upon the execution of the SSA, the Company shall execute and deposit the following documents with the Purchaser solicitors:-
- the transfer forms (in Form 32A of the Act) in respect of TSSB Sale Shares, duly completed and signed in favour of the Purchaser;
- copy(ies) of relevant stamping proforma for TSSB Sale Shares in favour of the Purchaser, together with relevant original share certificates in respect of TSSB Sale Shares;
- a certified true copy of an extract of the resolution of the Board of Directors of TSSB, approving the transfer of TSSB Sale Shares to the Purchaser and directing the secretary of TSSB to register the same;
- the resignation of the Vendor’s nominee or alternate as the directors of TSSB together with a written acknowledgement from each of them that they have no claim against TSSB in respect of any breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever, except for such directors of TSSB as may be nominated by the Purchaser to remain in office;
- the directors’ resolution executed by the existing directors of TSSB approving the appointment of such person(s) as shall be nominated by the Purchaser as the directors of TSSB;
- letter of resignation from company secretary of TSSB and from the auditors of TSSB (if required by the Purchaser);
- the statutory books, records and accounts, complete and up-to-date, and all other records and documents of TSSB; and
- the certificate of incorporation and common seal of TSSB.
In exchange thereof, the Purchaser shall pay the Consideration.
Completion of the sale and purchase of TSSB Sale Shares shall take place upon the performance by the parties of their respective obligations above.
Completion is expected to take place simultaneously with the execution of the SSA.
3. RATIONALE FOR THE DISPOSAL
The Disposal is in line with the Group’s (i.e. the Company and its subsidiaries) overall objective to streamline its operations by disposing loss-making subsidiaries and to continuously attempt to enhance shareholders’ value.
4. FINANCIAL EFFECTS OF THE DISPOSAL
4.1 Share Capital and Shareholding Structure of the Substantial Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders of SKH.
4.2 Earnings, Net Assets and Gearing
The Disposal will result in an estimated gain on disposal of RM3,855 for the financial year ending 31 March 2016, after taking into consideration the net liabilities of TSSB and the write-off of the amount owing by TSSB to the Company.
The amount owing to the Company by TSSB as at 31 December 2015 was RM11,898,599. All the amount owing to the Company by TSSB shall be waived following the Disposal.
5. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders as the highest percentage ratio pursuant to paragraph 10.02(g)(vi) of the Listing Requirements is 2.79%, based on the total assets of TSSB over the total assets of the Group.
6. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS
None of the directors and/or major shareholders of SKH as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
7. STATEMENT OF THE DIRECTORS
The Board of Directors of the Company is in the opinion that the Disposal is in the best interest of the Company and its shareholders.
8. DOCUMENT FOR INSPECTION
The SSA is available for inspection at the registered office of SKH at No. 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur, Malaysia during normal business hours on Mondays to Fridays (except public holidays) for a duration of three (3) months from the date of the announcement.
This announcement is dated 30 March 2016.
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