EVERGREEN FIBREBOARD BERHAD ("EFB" or the "Company")SHARE PURCHASE AGREEMENT BETWEEN EVERGREEN FIBREBOARD BERHAD ("EFB" or "the Purchaser"), MP PARTICLE BOARD COMPANY LIMITED ("the Seller") AND MRS AMPORN KANJANAKUMNERD (COLLECTIVELY KNOWN AS "the Sellers")
Reference No CI-070823-B9170
||EVERGREEN FIBREBOARD BERHAD
||EVERGREEN FIBREBOARD BERHAD
SHARE PURCHASE AGREEMENT BETWEEN EVERGREEN FIBREBOARD BERHAD ("EFB" or "the Purchaser"), MP PARTICLE BOARD COMPANY LIMITED ("the Seller") AND MRS AMPORN KANJANAKUMNERD (COLLECTIVELY KNOWN AS "the Sellers")
On behalf of the Board of Directors of Evergreen Fibreboard Berhad ("EFB"), we wish to announce that EFB has on 23 August 2007 entered into Share Purchase Agreement ("SPA") with the intention to acquire 825,750 ordinary shares and 91,750 preference shares with a par value of Baht 100 each representing 25% of the total share capital of Siam Fibreboard Company Limited ("the Company") ("the Shares") from the Sellers at a consideration of Baht360,062,889.12 approximately equivalent to RM36,392,996 ("the Purchase Price") and subject to the terms and conditions contained therein. Upon completion of the acquisition, the Company will be a wholly-owned subsidiary of EFB.
For this anouncement purpose, each of the Purchaser and the Seller being singularly referred to as a "Party" and collectively referred to as the "Parties".
2.0 INFORMATION ON THE SELLERS
- (A) MP PARTICLE BOARD COMPANY LIMITED, a company organized and existing under the laws of Thailand, with its principal office at No. 2, Ploenchit Center Building 25th Floor, Sukhumvit Road Soi 2, Kwang Klongtoey, Khet Klongtoey, Bangkok, Thailand. The principal activity of the Seller is retailing. The Directors and the major shareholders are as follows: -
- Mr Suntorn Vongkusolkit
- Mr Isara Vongkusolkit
- Mr Padung Dhechasarin
- Mrs Amporn Karnjanakamnerd
- Mr Sukkarn Wattanawakin
- Mr Attapol Vongkusolkit
- Mr Veerajet Vongkusolkit
- United Farmer & Industry Co. Ltd. (99.99%)
(B) Mrs Amporn Kanjanakumnerd residing at 157/17 Soi Areesamphan 2, Pahonyothin Road, Kwang Samsanenai, Khet Phayathai, Bangkok, Thailand.
3.0 ADDITIONAL INFORMATION
3.1 Source of Funding
The acquisition will be funded by internal generated fund and bank borrowing.
3.2 Basis of arriving at purchase consideration
The Purchase Price equals to Net Tangible Assets per share as at 30 June 2007 which have been verified by the auditors of both Parties.
3.3 Liabilities to be assumed
The liabilities to be assumed is expected to increase in tandem with 25% shareholdings to be acquired.
3.4 Original Cost of investment and date of investment
The original cost of investment is RM12 million in February 2004.
4.0 RATIONALE FOR THE ACQUISITION
The acquisition will enable EFB to fully control the Company and benefits all its future profits.
5.0 EFFECTS OF THE ACQUISITION
5.1 Share Capital
The acquisition will not have any effect on the share capital of EFB.
5.2 Substantial Shareholders
The acquisition will not have any effect on shareholdings of the substantial shareholders of EFB.
5.3 Net Assets per share and Gearing
There will be no material effect on Net Assets per share whilst the gearing would be slightly increased by approximately 7% of the EFB Group for the year ending 31 December 2007.
5.4 Earnings and Earnings per share
The earnings and earnings per share are expected to be approximately RM4.8 million and 1 sen per share respectively from the date of completion to year ending 31 December 2007.
6.0 RISK FACTORS
The acquisition is subject to risk inherent in foreign investment, including foreign regulation and foreign exchange fluctuations. Nevertheless, the Management will endeavor to mitigate the risk through closely monitoring on government regulations and legislature.
7.0 APPROVALS REQUIRED
The acquisition is not subject to the approval of shareholders' of EFB and other local government authorities.
8.0 DIRECTORS', MAJOR SHAREHOLDERS' AND PERSONS CONNECTED INTEREST
None of the Directors, Major Shareholders of the Company and persons connected to the Directors and Major Shareholders of EFB has any interest, direct or indirect, in the acquisition.
9.0 STATEMENTS BY THE BOARD OF DIRECTORS
The Board of Directors of EFB, having taken into consideration all aspects of the SPA and is of the opinion that the acquisition of shares is in the best interest of EFB and its shareholders.
10.0 ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforseen circumstances, the acquisition is expected to be completed by 3rd Quarter of 2007.
11.0 COMPLIANCE WITH SECURITIES COMMISSION ("SC") GUIDELINES
The acquisition is in compliance with and there has been no departure from the Policies and Guidelines on Issue/ Offer of Securities by the SC.
12.0 DOCUMENTS FOR INSPECTION
The SPA is available for inspection following the date of this announcement for a period of one (1) month at EFB's registered office at Suite 6.1A, Level 6, Menara Pelangi, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru between Mondays to Fridays during office hours of 9.00am to 5.00 pm except on public holidays.