INTRODUCTION Raya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”) wishes to announce that the Company has on 17 October 2013 entered into a Share Sale Agreement (“SSA”) with following vendors (“Vendors”) to acquire a total of 28,000 units of ordinary shares of RM 1.00 each (“Sale Shares”) in Youbicom Malaysia Sdn. Bhd. (“Youbicom Malaysia”) representing 70% of the issued and paid up share capital of Youbicom Malaysia for a total consideration of RM 100,000.00 (“Purchase Price”) , details of which as stated below (“Acquisition of Youbicom Malaysia”) :- No
| | | Purchase Consideration (RM) | 1.
| P.B. Ashok A/L P.B. Krishnan Pillai | | | 2.
| | | | 3.
| | | | 4.
| Malcom Leslie John Raymond | | |
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The Sale Shares are to be acquired by Raya free from all claims, charges, liens and any encumbrances.
DETAILS OF THE ACQUISITION OF YOUBICOM MALAYSIA Information on Youbicom Malaysia Youbicom Malaysia (Company No: 1002848-K) is a private limited Company incorporated on 22 May 2012 under the Companies Act, 1965 and having a registered office at 3rd Floor, 88, Jalan Yew, Off Jalan Sungai Besi, 55100 Kuala Lumpur. The authorized share capital of Youbicom Malaysia is RM 100,000.00 divided into 100,000 units of ordinary shares of RM 1.00 each of which RM 40,000.00 comprising 40,000 units of ordinary shares of RM 1.00 each have been issued and fully paid-up. The principal activity of Youbicom Malaysia is the distribution of wireless energy saving products.
Upon completion of the Acquisition of Youbicom Malaysia, Youbicom Malaysia will become a 70% owned subsidiary of Raya.
Information on Youbicom (Korea) Youbicom was established with funding from the Industry Academic Cooperation Foundation and core technology transferred from the Research Institute of Ubiquitous Bio-Information Technology (RIUBIT) at Chungbuk National University. Driven by the propagation of the ubiquitous revolution, a core paradigm, many businesses and research institutions around the world are focused on developing technology to build a ubiquitous environment for mankind and to secure the global market with ubiquitous technology. Youbicom is leading the way in commercializing cutting edge technology in Ubiquitous Sensor Network (USN) , Ubiqullous IT Paris (U-IT Paris) and Bio-IT areas through cooperation with Chungbuk National University , RIUBIT and local IT businesses and to become a major player in the environment of the future.
Salient terms of the SSA (a) The purchase of the Sale Shares shall be conditional upon Raya carrying out a due diligence on Youbicom Malaysia to their satisfaction (“Conditions Precedent”) and this Conditions Precedent is for the sole benefit of Raya and may be waived by Raya with or without terms or conditions. (b) In the event that the due diligence on Youbicom Malaysia is not to the satisfaction of Raya and / or waived by Raya, the SSA shall be null and void and of no further force and effect neither party having any rights and obligations against the other save and except for any antecedent breaches and the Vendors shall be refund the Deposit (as defined herein) to Raya within three (3) days. (c) The SSA shall become unconditional upon the fulfillment and / or waiver by Raya of the Conditions Precedent. The date upon which the SSA shall become unconditional shall be referred to as “the Effective Date”)
Purchase Price (a) A refundable earnest deposit of RM 5,000.00 has been paid by the Company to the Vendors (“Deposit”) which the Vendors hereby acknowledge receipt of. (b) The balance of the Purchase Price of RM 95,000.00 shall be paid to the Vendors a day falling or before the expiry of fourteen (14) days from the Effective Date, if such a day is not a business day [i.e a day except Saturday, Sunday and public holidays (gazetted or ungazetted) and unscheduled holidays , on which banks and financial institutions are open for business in Kuala Lumpur, Malaysia] the next succeeding business day.
Basis and justification of arriving at the Purchase Price The Purchase Price for the Acquisition of Youbicom Malaysia was arrived at a basis of the sole distributionship of Youbicom Korea products for Malaysia.
Sources of Funding The Purchase price shall be financed from internally generated funds of Raya
Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by Raya pursuant to the Acquisition of Youbicom Malaysia
RATIONALE FOR THE ACQUISITION OF YOUBICOM MALAYSIA Youbicom Malaysia had entered into product distribution agreement with Youbicom, a South Korean company on 1 November 2012 and is the sole and exclusive distributor of Youbicom products in Malaysia. As part of the Raya Group’s strategy to diversify its business operations, the Company is able to benefit from the sole and exclusive distribution rights of these innovative products.
EFFECTS OF THE ACQUISITION OF YOUBICOM MALAYSIA
The Acquisition of Youbicom Malaysia will not have any material effect on the share capital, substantial shareholders’ shareholdings of Raya and is not expected to have a material effect on the net assets, earnings and gearing of Raya for the financial year ending 31 December 2013.
APPROVALS REQUIRED The Acquisition of Youbicom Malaysia is not subject to the approval of the shareholders of Raya or relevant authorities.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the Directors and/or major shareholders of the Company or persons connected with them have any interest, direct or indirect in Acquisition of Youbicom Malaysia.
THE HIGHEST PERCENTAGE RATIO PURSUANT TO RULE 10.02 (G) OF THE ACE MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage applicable for the acquisition of Youbicom Malaysia pursuant to Rule 10.02(g) of the ACE Market Listing Requirement is 1.6%.
STATEMENT BY DIRECTORS The Directors of the Company are of the opinion that the Acquisition of Youbicom Malaysia is fair and reasonable and is in the interest of the Raya Group.
This announcement is dated 17 October 2013.
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