STRACO CORPORATION LIMITED (Company Registration No R)

Transcription

1 STRACO CORPORATION LIMITED (Company Registration No R) PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF NEW BAY HOLDINGS PTE LTD (THE PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of Straco Corporation Limited (the Company ) wishes to announce that the Company has today entered into an acquisition agreement (the Agreement ) with the persons set out in Appendix I (collectively the Vendors ) to acquire the entire issued and paid-up share capital (the Sale Shares ) of New Bay Holdings Pte Ltd ( NBH ), for a purchase consideration of S$12,325, (the Consideration ), to be paid in cash. Each of the Vendors is the beneficial owner of the number of Sale Shares set out opposite its/his/her name in Appendix I. 2. INFORMATION ON THE NBH GROUP NBH is a company incorporated in Singapore on 29 September 1993 as an investment holding company. The NBH Group comprises NBH and its wholly owned subsidiary, Underwater World Xiamen Co., Ltd( 厦门海底世界有限公司 )(the Subsidiary ) whose principal business activities are those relating to the provision of tourism business exhibiting fishes and marine livestocks in an underwater aquarium, as well as dolphin and sea lion performances, at Gulang Park, Gulangyu, Xiamen City, People s Republic of China. The principal activities of NBH are those of investment holding. The net tangible asset value of the Sale Shares as at 31 December 2006 was S$10.46 million. 3. CONSIDERATION The Consideration was arrived at on a willing-buyer and willing-seller basis, after taking into account, inter alia, the net tangible assets value of the Subsidiary and the value of marine resources owned by the Subsidiary. The Consideration payable for the Proposed will be satisfied in full in cash as follows:- 10% of the Consideration shall be paid to an escrow agent upon the entry into of the Agreement to be held in accordance with the terms of an escrow agreement (the Escrow Agreement ) and to be paid to the Vendors on Completion (as defined below); and the remaining 90% of the Consideration shall be paid to the Vendors on Completion. The Company intends to finance the Consideration from internal resources. 1

2 4. MATERIAL CONDITIONS The Proposed is conditional upon, inter alia, the following:- (c) if required, the purchase by the Company of all the Sale Shares upon the terms of this Agreement, being approved by Singapore Exchange Securities Trading Limited ( SGX-ST ), and where approval from the SGX-ST is obtained subject to any conditions, such conditions being reasonably acceptable to the Company; all necessary consents or approvals being granted by third parties, bankers, financial institutions or governmental or regulatory authorities or competent authorities having jurisdiction over its purchase of all the Sale Shares being obtained and all necessary or appropriate filings having been made and all appropriate waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated, in each case for or in connection with the sale and purchase of the Sale Shares and to carry on the business of any of the NBH Group; and where any consent or approval required pursuant to paragraphs and above is subject to any conditions, such conditions being reasonably acceptable to the Company. Completion will take place on the date falling 7 business days after the date that the last of the outstanding conditions precedent are fulfilled or waived by the relevant party (as the case may be) or such other date as the parties may agree ( Completion ). If any of the conditions precedent is not fulfilled or waived on or before the date falling 90 days from the date of the Agreement or such other date as the parties may agree in writing, the Agreement shall ipso facto cease and determine. 5. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed, which is in similar line of business and will be earnings accretive, is synergistic with the Group s business operations. It also represents an opportunity for the Group to expand its presence in China tourism industry and is in line with the Group s growth strategy in extending its network of premier attractions in the region. 6. FINANCIAL EFFECTS 6.1 NTA The financial effects of the Proposed on the consolidated net tangible assets ( NTA ) per share and the earnings per share ( EPS ) are set out below and are purely for illustrative purposes only and do not reflect the future actual financial position of the Company and its subsidiaries (the Group ) after the completion of the Proposed. The financial effects of the Proposed are based on the audited consolidated financial statements of the Company for the financial year ended 31 December The effects of the Proposed on the consolidated NTA of the Company for the financial year ended 31 December 2006 assuming that the Proposed had been effected on 31 December 2006, are as follows: 2

3 For the financial year ended 31 December 2006 Before the Proposed After the Proposed NTA (S$ 000) 85,240 83,226 Number of shares 868,929, ,929,580 NTA per share (S$ cents) EPS The effects of the Proposed on the consolidated earnings of the Company for the financial year ended 31 December 2006 assuming that the Proposed had been effected on 1 January 2006 are as follows:- For the financial year ended 31 December 2006 Before the Proposed After the Proposed Net Profit After Tax Attributable to Shareholders of the Company (S$ 000) 3,378 5,313 Number of shares 868,929, ,929,580 EPS (S$ cents) REQUIREMENTS OF THE SGX-ST LISTING MANUAL (THE LISTING MANUAL ) 7.1 The Proposed is regarded as a major transaction pursuant to Rule 1013 of the Listing Manual. Under Rule 1013 of the Listing Manual, it is provided that where any of the relative figures computed on the bases set out in Rule 1006 exceeds 20%, the transaction is classified as a major transaction. Rule 1014 of the Listing Manual further states that a major transaction must be made conditional upon approval by shareholders in general meeting subject to Section 7.2 of this Announcement. 7.2 Under the applicable bases of Rule 1006 of the Listing Manual, the relative figures computed are as follows: - Net asset value of the assets to be disposed of, compared with the Group s net asset value. This basis is not applicable to an acquisition of assets. Net profits (1) attributable to the Sale Shares acquired, compared with the Group s net profits (1). Not applicable 25.2% (2) (c) Aggregate value of the Consideration given, compared with the Company s market capitalisation. 8.1% (3) (d) Notes: Number of equity securities issued by the Company as consideration for the Proposed. Not applicable 3

4 (1) Under Rule 1002(3), net profits means profit or loss before income tax, minority interests and extraordinary items. (2) Determined by comparing the consolidated net profit of NBH of approximately S$0.79 million for the half year ended 30 June 2007 with the Group s consolidated net profit of S$3.14 million for the half year ended 30 June (3) Based on the aggregate value of the Consideration of S$12,325, and the market capitalization of the Company as at 31 August 2007 (being the market day preceding the date of the Agreement). Under Rule 1002(5), the market capitalization of the Company is determined by multiplying the number of shares in issue and the closing market price of $0.175 per share on 31 August As the only limit breached is the profit limit under Rule 1006 and this is an acquisition of profitable assets, Rule 1014 states that the Proposed needs not then be subject to the approval of shareholders in general meeting. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors or Controlling Shareholders of the Company has any interest, direct or indirect, in the Proposed. 9. DOCUMENTS FOR INSPECTION Copies of the following documents may be inspected during usual business hours (from 9.00 a.m to 5.00 p.m) on any business day for a period of 3 months from the date of this announcement at the registered office of the Company at 10 Anson Road #30-15 International Plaza Singapore : (c) the Memorandum and Articles of Association of the Company; the Agreement; and the Escrow Agreement. By Order of the Board Lotus Isabella Lim Mei Hua Company Secretary 3 September

5 Appendix I Name of Vendors Vendors shareholding in NBH Number of Sale Shares % Byland Investment Pte Ltd 300, Tan Lay Geok 46, Liu Cho Liu Cho Jen 46, Tan Chwee Seng 46, Tan Sew Meng 200, Tan Hai Chuang 200, Liu Ann Meng 28, Liu Ann Pheng 28, Tan Hi-Sing 28, Tan Hi-Kong 28, Pua Lay Pen 46, Total 1,000,