Solution Engineering Holdings Berhad (Company No:654575-P) (“SEHB or the Company”) wishes to announce that the Company has acquired the remaining equity interest of Twenty-Two and a Half percent (22.5%), representing Four Hundred and Fifty Thousand (450,000) ordinary shares of RM1.00 each fully paid-up in Solution Biogen Sdn Bhd (“BIOGEN”) from Mr. Pu Meng Jin for a cash consideration of Ringgit Malaysia One million and two hundred thousand (RM1,200,000) and Mr Kow Chee Kiang for a cash consideration of Ringgit Malaysia six hundred thousand (RM600,000), arrived at on a willing buyer willing seller basis after taking into consideration the existing and potential orders that the company had and / or may secured. With the abovesaid acquisitions, BIOGEN is now a wholly-owned subsidiary of SEHB.
2. INFORMATION ON BIOGEN
BIOGEN was incorporated in Malaysia on 5 October 2006 and its principal activities are designing, developing, producing and trading of pilot plant for biolubricant projects and industrial lubricants.
The issued and paid-up capital of BIOGEN is Ringgit Malaysia Two million (RM2,000,000) divided into Two million (2,000,000) ordinary shares of RM1.00 each fully paid up.
3. FINANCIAL EFFECTS
The acquisition of BIOGEN is not expected to have a material effect on the net assets per share, earnings per share, and gearing of SEHB for the financial year ending (“FYE”) 31 December 2013.
There is no impact on the issued and paid-up share capital and substantial shareholders’ shareholdings in the Company for the year ending 31 December 2013 as the acquisition is a cash transaction, funded by internally generated funds and that there are no liabilities including contingent liabilities and guarantees to be assumed by the Company arising from the above acquisition.
4. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
Mr Lim Yong Hew, Mr Pu Meng Jin and Ms Lim Chiou Kim are the directors of BIOGEN. Mr Lim Yong Hew and Miss Lim Chiou Kim are also Directors of SEHB while Mr Lim Yong Hew is also a substantial shareholder of SEHB.
None of the other Directors, substantial shareholders of SEHB and persons connected with them, has any direct or indirect interest in the above acquisition.
5. PERCENTAGE RATIO OF THE ACQUISITION
The percentage ratio of the Acquisition is 7.26%
6. RATIONALE FOR THE ACQUISITION
The rationale for the acquisition is for potential future profit contribution to SEHB by BIOGEN.
The Board has considered the rationale for the acquisition and is of the view that the above acquisition is in the best interest of SEHB.
7. EFFECTS OF THE ACQUISITION
7.1 Share capital and substantial shareholders’ shareholdings
The acquisition will not have any effect on the share capital and substantial shareholders’ shareholdings of the Company.
7.2 Net Asset (“NA”) and gearing
For illustrative purposes only, based on the unaudited consolidated statement of financial position of SEHB as at 30 September 2013 and on the assumption that the acquisition had been effected on that date,
7.3 Earnings and earnings per share (“EPS”)
The acquisition will not have any material effect on the earnings and EPS of the SEHB
Group for the FYE 31 December 2013 and 2014 as the acquisition is completed in the fourth
quarter of 2013.
Company Name: SOLUTION ENGINEERING HOLDINGS BERHAD (ACE Market)
Stock Name: SOLUTN
Date Announced: 2 Dec 2013
Category: General Announcement
Reference No: SE-131202-58723