Completion of the Disposal was subject, amongst others, to the following loans together with interest accrued thereon (if any) having been waived:

Transcription

1 GOLDTRON LIMITED (Co. No E) DISPOSAL OF 100% INTEREST IN A SUBSIDIARY 1. SALE AND PURCHASE AGREEMENT The Board of Directors of Goldtron Limited (the Company ) wishes to announce that the Company s 75%-owned subsidiary, Jade Blossom Limited ( Jade ), had on 29 June 2012 entered into a share sale and purchase agreement ( S&P Agreement ) with Red Mars Investment Limited ( Red Mars ) for the sale of 20,000 ordinary shares ( Sale Shares ) in PE Lifestyle (HK) Limited ( PE HK ), representing 100% of the total issued and paid-up share capital in PE HK to Red Mars for a total consideration of HK$2,000 ( Consideration ) ( Disposal ). As the net proceeds raised from the Disposal was insignificant, the Company has not earmarked the proceeds for any specific purposes. As the relative figure computed under Rule 1006(a) of the Listing Manual, Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited ( SGX-ST ) ( Catalist Rules ) is negative, the Company had, pursuant to Rule 1007 consulted the SGX-ST, through its Sponsor, RHT Capital Pte. Ltd., on whether the Disposal is considered a major transaction under Chapter 10 of the Catalist Rules. The SGX-ST is of the view that shareholders approval for the Disposal is not necessary but given the relative figure under Rule 1006(b) of the Catalist Rules exceeds 5%, The Company shall disclose the information required for a discloseable transaction under Chapter 10 of the Catalist Rules. 2. INFORMATION ON PE HK PE HK is a wholly-owned subsidiary of Jade, which is in turn an indirect subsidiary of the Company through Dynamar Holdings Pte. Ltd. ( DHPL ), which holds 1% shareholding in Jade, and Lifestyle and Personal Care Company Limited, which holds 74% shareholding in Jade. Each of DHPL and Lifestyle and Personal Care Company Limited is a wholly-owned subsidiary of the Company. PE HK has two wholly-owned subsidiaries, namely, PE Lifestyle (S) Pte Ltd and PE Lifestyle (Shanghai) Co., Ltd The other 25% in Jade is held by Red Mars, a company incorporated in Hong Kong. Following the Disposal, PE HK has ceased to be a subsidiary of the Company. 3. SALIENT TERMS OF THE S&P AGREEMENT 3.1 Consideration The Consideration for the Sale Shares is HK$2,000 and has been paid by means of a cashier order on completion of the S&P Agreement ( Completion ), being the date of the execution of the S&P Agreement. 3.2 Conditions Precedent Completion of the Disposal was subject, amongst others, to the following loans together with interest accrued thereon (if any) having been waived: (i) (ii) (iii) HK$7,160,520.02, US$1,711, and S$2,188, due and owing by PE HK to Lifestyle and Personal Care Limited; HK$2,055, due and owing by PE HK to DHPL (the sum of which is to be set off against the sum of HK$201, and US$4, owing by DHPL to PE HK) HK$538, due and owing by PE HK to Premech Holdings Limited;

2 (iv) (v) (vi) (vii) (viii) (ix) S$123, due and owing by PE HK to Goldtron Management Services Pte Ltd; RMB77, due and owing by PE Lifestyle (Shanghai) Co Ltd to Jade; RMB2,022, due and owing by PE Lifestyle (Shanghai) Co Ltd to Goldtron Management Services Pte Ltd; S$1,425, due and owing by PE Lifestyle (S) Pte Ltd to DHPL; HK$2,475, and S$36, due and owing by Jade to PE HK; RMB97,000 owing by Wuxi Fortune Technology Limited to PE Lifestyle (Shanghai) Co Ltd. Goldtron Management Services Pte Ltd is a wholly-owned subsidiary of the Company, while Premech Holdings Limited is a 91%-owned subsidiary of the Company. Wuxi Fortune Technology Limited was formally a 82% indirect owned subsidiary of the Company. As at the date of the S&P Agreement, the above loans were waived in accordance with the S&P Agreement. 3.3 Completion Under the terms of the S&P Agreement, Completion shall take place on the date of the S&P Agreement. Pursuant thereof, the Disposal was completed on 29 June BASIS FOR THE CONSIDERATION The Consideration for the Sale Shares was negotiated on a willing-buyer, willing-seller basis, taking into account, amongst other factors, the net negative asset value of PE HK as at 31 December 2011 of HK$1.4 million. The net negative book value of PE HK as at 31 December 2011 is S$0.2 million. The net asset value and net book value of PE HK and its subsidiaries are derived after accounting for the waivers of the loans described in paragraph 3.2 above. Based on the Consideration of HK$2,000, (i) the deficit of the proceeds over the book value is approximately S$0.04 million and (ii) the net loss attributable to the Company and its subsidiaries ( Group ) is expected to be approximately S$ 2.5 million. 5. RATIONALE The divestment of PE HK is part of the Company s plan to streamline the Group s business following the Company s announcement of the cessation of PE HK s selling and distribution of oral care products business on 23 February The Disposal would lead to cost-savings for the Group and allow the Group to direct its resources to support its other operations. 6. FINANCIAL EFFECTS Assuming the Disposal was effected at the end of the financial year ended 30 June 2011, the audited net tangible assets per share of the Company as at 30 June 2011, would decrease from 0.26 cents per share to 0.22 cents per share. Assuming the Disposal was effected at the beginning of the financial year ended 30 June 2011, the audited losses per share of the Company after income tax and non-controlling interest for the financial year ended 30 June 2011 would increase from 0.20 cents per share to 0.24 cents per share.

3 7. RELATIVE FIGURES UNDER RULE 1006 OF THE CATALIST RULES The relative figures computed on the basis set out in Rule 1006 of the Catalist Rules for the Disposal are as follows: Rule 1006(a) 1006(b) 1006(c) Net asset value of the shares of PE HK to be disposed of (A), compared with the Group s net asset value as at 31 December 2011 (B) Net profit or (loss) before income tax, minority interests and extraordinary items attributable to PE HK (A) compared with the Group s net profit or (loss) before income tax, minority interests and extraordinary items as at 31 December 2011 (B) (2) The aggregate value of the consideration received (A) compared with the market capitalisation of the Company as at 28 June 2012, being the market day preceding the date the S&P Agreement was executed (B) S$ 000 (A) S$ 000 (B) Relative Figure (A/B) (7,429) 11,953 (62.15)% (1) (149) (2,473) 6.0% 0.2 (3) (4) 25,856 meaningful 1006(d) Number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue 1006(e) The aggregate volume or amount of proven and probable reserves to be disposed of compared with the aggregate of the Group s proven and probable reserves. es: 1. The relative figure for Rule 1006(a) is not meaningful as it is a negative figure. 2. In compliance with Rule 1002(3)(c) of the Catalist Rules, the net profit/(loss) figures used for comparison with the transaction under consideration have been taken from the Company s latest announced consolidated accounts, which was for a 6-month period from 1 July 2011 to 31 December Please note that this is being compared with unaudited loss figures for a 6- month period ended 31 December 2011 for PE HK. 3. Based on the exchange rate of HK$1.00/S$0.164 on the date of the S&P Agreement, published by The Business Times and Company s 75% shareholding in Jade.

4 4. The market capitalisation of the Company is based on 5,745,889,729 ordinary shares ( Shares ) in issue (excluding treasury shares) as at 28 June 2012 (being the market day immediately preceding the date of the S&P Agreement) and the weighted average price of the Shares of approximately S$ per Share transacted on the SGX-ST on 28 June 2012, being the last trading day prior to the date of the S&P Agreement on which Share were traded. As the relative figures computed under Rule 1006(a) of the Catalist Rules is negative, the Company had, pursuant to Rule 1007 consulted the SGX-ST, through its Sponsor, RHT Capital Pte. Ltd., on whether the Disposal is considered a major transaction under Chapter 10 of the Catalist Rules. The SGX-ST is of the view that shareholders approval for the Disposal is not necessary but given the relative figure under Rule 1006(b) of the Catalist Rules exceeds 5%, the Company shall disclose the information required for a discloseable transaction under Chapter 10 of the Catalist Rules. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors and so far as the Directors are aware, none of the controlling shareholders of the Company has any interest, direct or indirect (other than through their shareholdings in the Group, if any) in the Disposal. 9. OPINION OF THE BOARD Having regard to the cessation of PE HK s selling and distribution of oral care products business from 23 February 2012, the Board of Directors of the Company is of the opinion that there will be no material change in the risk profile of the Company which may arise from the Disposal. 10. SERVICE CONTRACTS OF DIRECTORS There are no directors proposed to be appointed to the Company in connection with the Disposal. Accordingly, there is no service contract entered into in connection with the Disposal. 11. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the S&P Agreement will be available for inspection by the Company s shareholders during normal business hours at the Company s registered address at 5 Loyang Drive, Singapore for a period of three (3) months commencing from the date of this announcement. By Order of the Board Tan Kok Hiang Non-Executive Chairman and Independent Director 2 July 2012 This announcement has been reviewed by the Company s Sponsor, RHT Capital Pte. Ltd. ( Sponsor ), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Sponsor has not independently verified the contents of this announcement including the correctness of any of the figures used, statements or opinions made. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this announcement.

5 The details of the contact person for the Sponsor are: Name: Mr. Lau Yan Wai, Registered Professional Address: Six Battery Road #10-01 Singapore Tel: (65)