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Upon completion of the Proposed Acquisition, Expro Synergy will become an associated company of the Company. 1. Consideration The purchase price for the Proposed Acquisition was arrived at on a willing-buyer and a willing-seller basis, and taking into account the pro-rated amount of the net tangible assets of Expro Synergy of RM96,264 as at 31 December 2012 and the goodwill value the Company possesses. The purchase price for the Proposed Acquisition shall be satisfied wholly in cash and payment shall be made upon the completion of certain conditions precedent and due diligence, which is expected to occur within 28 days of execution of the SSA. 2. Relative Figures Computed Pursuant to Rule 1006 of the SGX Listing Manual As none of the relative figures computed on the applicable bases as set out in Rule 1006 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST Listing Manual”) are applicable and/or exceeds 5%, the Proposed Acquisition is “Non-discloseable Transaction” for the purpose of Chapter 10 of the SGX-ST Listing Manual. 3. Financial Effects The Proposed Acquisition is not expected to have any material impact on the net tangible assets or earnings per share of the Company for the financial year ending 31 December 2013. 4. Interest of Directors and Controlling Shareholders Save as for their interests arising by way of their shareholdings and/or directorships, as the case may be, in the Company and/or Expro Synergy, none of the Director or substantial shareholder of the Company has any interest, direct or indirect, in the above transaction. 5. Inspection of Documents A copy of the SSA is available for inspection during the normal business hours at the Company’s registered office for 3 months from the date of this announcement. By Order of the Board Michael See Kian Heng Executive Director & Group Chief Financial Officer 21 August 2013 Otto Marine press release |
Acquisition Of An Associated Company