Reference is made to the Company’s announcements on 6 February 2024 and 9 February 2024 whereby the Company had on 6 February 2024 entered into a binding Term Sheet (“TS”) with Foo Choy Lim, Wong Wee Kiong and Tan Ki Lok (collectively “Vendors”) to negotiate the detailed terms and conditions to be contained in a definitive agreement to be executed in relation to the:
1) proposed acquisition from Foo Choy Lim and Wong Wee Kiong (collectively the “UCSB Vendors”) of a total of 562,500 existing ordinary shares representing 75.0% total enlarged equity interest in Unique Central Sdn Bhd (“UCSB”) (“UCSB Sale Shares”) by Cloudpoint for a purchase consideration of RM14,490,000 (“UCSB Purchase Consideration”) to be fully satisfy via cash (“Proposed UCSB Acquisition”); and
2) proposed acquisition from Foo Choy Lim, Wong Wee Kiong and Tan Ki Lok (collectively the “USSSB Vendors”) of a total of 75,000 existing ordinary shares representing 75.0% total enlarged equity interest in Uniqcen Sales & Services Sdn Bhd (“USSSB”) (“USSSB Sale Shares”) by Cloudpoint for a purchase consideration of RM12,285,000 (“USSSB Purchase Consideration”) to be fully satisfy via cash (“Proposed USSSB Acquisition”).
(UCSB and USSSB are collectively, referred to as the “Acquiree Companies”).
Following thereto, M&A Securities Sdn Bhd (“M&A Securities”), on behalf of the Board of Directors of Cloudpoint (“Board”) wishes to announce that the Company had on 12 August 2024 entered into the following agreements:-
1) conditional share sale agreement with the UCSB Vendors for the Proposed UCSB Acquisition (“UCSB SSA”);
2) conditional share sale agreement with the USSSB Vendors for the Proposed USSSB Acquisition (“USSSB SSA”);
3) shareholders agreement with the UCSB Vendors and UCSB to record certain commitments by Cloudpoint, UCSB Vendors and UCSB (collectively “UCSB Parties”) and otherwise regulate the UCSB Parties’ rights as shareholders of the UCSB, upon the terms and subject to the conditions contained in this shareholders agreement (“UCSB SHA”);
4) shareholders agreement with the USSSB Vendors and USSSB to record certain commitments by Cloudpoint, USSSB Vendors and USSSB (collectively “USSSB Parties”) and otherwise regulate the USSSB Parties’ rights as shareholders of the USSSB, upon the terms and subject to the conditions contained in this shareholders agreement (“USSSB SHA”);
5) call option agreement with the UCSB Vendors entitling the Company to call upon UCSB Vendors to sell all their remaining equity interest in UCSB (save for the UCSB Sale Shares) held by UCSB Vendors to the Company (“UCSB COA”); and
6) call option agreement with the USSSB Vendors entitling the Company to call upon USSSB Vendors to sell all their remaining equity interest in USSSB (save for the USSSB Sale Shares) in USSSB held by USSSB Vendors to the Company (“USSSB COA”).
(The UCSB SSA, USSSB SSA, UCSB SHA, USSSB SHA, UCSB COA and USSSB COA are collectively, referred to as the “Definitive Agreements”).
In conjunction with the Proposed UCSB Acquisition and Proposed USSSB Acquisition (“Proposed Acquisitions”), the Company intends to undertake the following proposals:
1) diversification of the business activities of Cloudpoint and its subsidiaries (“Cloudpoint Group” or “Group”) to include the business of data centre engineering solutions and facilities management services (“New Business”) (“Proposed Diversification”); and
2) proposed establishment of an employees’ share option scheme (“ESOS”) of up to 15.00% of the total number of issued shares of Cloudpoint (excluding treasury shares, if any) at any point of time during the duration of the ESOS for the eligible employees and Directors of Cloudpoint Group (excluding dormant subsidiaries, if any) (“Proposed ESOS”).
(The Proposed Acquisitions, Proposed Diversification and Proposed ESOS are collectively, referred to as the “Proposals”)
Please refer to the attachment for details of the Proposals.
This announcement is dated 12 August 2024.
Please refer to the attachment below.
本周最热论坛帖子
发表于 10-5-2023 12:42 PM
变色卡
千斤顶
发表于 20-9-2023 11:24 PM
2005 
241
