| Contents |
:
|
Reference is made to Ancom Berhad’s (“Ancom” or “Company”) announcements dated 6 March 2009, 15 May 2009, 14 July 2009 and 25 August 2009 in relation to the proposed investment in MagiqAds Sdn Bhd (“MagiqAds”) by RedBerry Sdn Bhd (“RedBerry”), a wholly-owned subsidiary of the Company.
(Definitions used in the announcement dated 6 March 2009 shall have the same meanings in this announcement unless otherwise stated.)
1. INTRODUCTION
The Board of Directors (“Board”) of Ancom wishes to announce that RedBerry had on 5 March 2010 entered into the following agreements:
• an investment agreement and other related agreements (“New Investment Documentation”) with the Promoters, Infopakat and a third party whereby RedBerry will subscribe for 765,000 new ordinary shares of RM1/= each in MagiqAds for cash consideration of RM918,000/= or at RM1.20 per share, to provide advance of RM282,000/= to MagiqAds as working capital and to acquire from Infopakat 235,000 ordinary shares of RM1/= each in MagiqAds for total purchase price of RM282,000/= calculated at RM1.20 per share, the purchase price for which shall be satisfied via the assignment of debt by MagiqAds to RedBerry amounting to RM282,000/=; and
• a conditional revocation agreement to revoke the existing Investment Agreement and all related documentation dated 6 March 2009, the Supplemental Agreement dated 15 May 2009, the Extension Agreement dated 13 July 2009 and the Further Extension Agreement dated 24 August 2009, all signed between RedBerry, the Promoters and Infopakat. The revocation herein shall be upon the completion of the investment exercise contemplated in the New Investment Documentation.
2. SALIENT TERMS ON THE NEW INVESTMENT DOCUMENTATION
The salient terms of the New Investment Documentation, are, inter-alia, as follows:
• completion of the transactions is subject to, inter-alia, RedBerry being satisfied with the result of a due diligence conducted on the legal, financials, operations, technology, intellectual property and investment of MagiqAds in its sole and absolute discretion and RedBerry’s approval of MagiqAds’ financial and business plan for the financial years ending up to 30 September 2011;
• the new ordinary shares to be issued by MagiqAds to RedBerry and to be sold by Infopakat to RedBerry are free from all charges, liens, pledges or other encumbrances whatsoever;
• completion of the transactions is conditional upon fulfilment of all the conditions precedent within 20 business days or such other extended days from the date of the New Investment Agreement; and
• upon completion of the investment contemplated in the New Investment Documentation, RedBerry shall hold 1,000,000 shares of RM1/= each representing 40% of the enlarged paid up share capital of MagiqAds, the Promoters shall hold 20% while the third party shall hold the remaining 40% equity in MagiqAds.
3. FINANCIAL EFFECTS
3.1 Share Capital and Shareholding Structure
• The transactions above will not change the share capital and shareholding structure of Ancom and RedBerry.
• Upon completion of the transactions, MagiqAds will be an associated company of RedBerry and Ancom.
3.2 Earnings and Net Assets
The transactions will not have any material effect on the earnings and net assets per share of the Ancom Group for the financial year ending 31 May 2010. The transactions are expected to contribute to the consolidated earnings of the Ancom Group for the financial years ending 31 May 2011 onwards.
4. APPROVALS REQUIRED
The transactions do not require the approval of the shareholders of Ancom or any regulatory authorities.
5. RATIONALE
The transactions, which result in MagiqAds becoming a 40% associated company of RedBerry and Ancom, will allow the Ancom Group to have presence in retail media thus further strengthening its reach in the media industry.
6. BASIS OF SUBSCRIPTION AND ACQUISTION PRICE
The subscription and acquisition price of RM1.20 per share was arrived at on a willing-buyer willing-seller basis after taking into account of both the financial and business prospect of MagiqAds.
7. FUNDING
The transactions will be funded by internally generated funds of the Ancom Group.
8. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
To the Directors of Ancom’s best knowledge, none of the Directors or substantial shareholders of Ancom or persons connected to them has any interest, directly or indirectly, in the transactions.
9. DIRECTORS’ OPINION
The Directors of Ancom are of the opinion that the terms of the transactions contemplated in the New Investment Documentation are fair and not to the detriment of the shareholders of Ancom and is in the best interest of the Company.
10. DOCUMENTS FOR INSPECTION
The New Investment Documentation are available for inspection at the registered office of Ancom at Level 18, the Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur from Mondays to Fridays (except public hilodays) during office hours from 9.00am to 5.00pm for a period of ONE (1) month from the date of this announcement.
This announcement is dated 8 March 2010. |
|
Newsroom 
News