|Contents||Further to our announcement dated 28 August 2007, the Board of Directors of NV Multi Corporation Berhad (“NV Multi”) wishes to announce that NV Overseas Ltd ("NVO") (Company No. LL05625), a 60%-owned subsidiary of NV Multi has on 12 November 2007 entered into a joint venture agreement (“JVA”) with Lotus Investment and Technologies Development Co. Ltd. (“Lotus") to set up a joint stock company which is named as NV Multi Lotus Joint Stock Company (“NV Lotus JSC”) for the development, operation and managing a memorial park in Van Hao Village, Ba Vi District, Ha Tay Province in Hanoi, Vietnam (hereinafter referred to as “the Project”).|
NVO and Lotus shall hereinafter be referred to as the “JV Parties”.
1. SALIENT FEATURES OF THE JVA
1.1 Setting up of NV Lotus JSC
1.1.1 NV Lotus JSC shall be established under the Laws in Vietnam with the following objects:-
(a) to construct, develop, operate and manage a memorial park comprising, columbarium, burial lots, temples, chapel, funeral parlour, crematorium, leisure park with related infrastructure (the “Memorial Park”); and
(b) sale of all burial plots and niches comprised in the Memorial Park.
1.1.2 Capital Structure of NV Lotus JSC
The paid-up capital which is known as Charter Capital under the Laws in Vietnam shall be USD3,500,000.00 of which:-
(a) Lotus shall contribute 35% in cash amounting to approximately USD1,225,000.00; and
(b) NVO shall contribute 65% in cash amounting to approximately USD2,275,000.00.
1.2 Information on the Project
1.2.1 Details of the Project
The Project consist of the acquisition of the land measuring approximately 100 hectares in Van Hao Village, Ba Vi District, Ha Tay Province in Hanoi, Vietnam (“the Land”) and upon which a memorial park comprising columbarium, burial lots, temple, chapel, funeral parlour, crematorium, leisure park with related infrastructure shall be constructed and developed for sale to the public.
1.3 Information on NVO
NVO was incorporated in the Federal Territory of Labuan, Malaysia under the Offshore Companies Act, 1990 on 27 November 2006 and is principally an investment holding company. The authorised share capital of NVO is 10,000 ordinary shares of USD1.00 each and issued and paid-up capital is 100 ordinary share of USD1.00 each. NVO is a 60% owned subsidiary of NV Multi.
1.4 Information on Lotus
Lotus was incorporated under the Laws in Vietnam on 12 May 2007 and is principally an investment, rubber production and general trading company. The legal registered capital of Lotus is 300,000 ordinary shares of USD1.00 each.
1.5 Conditions Precedent of the JVA
1.5.1 Each JV Party shall provide due evidence of its legal status and authority to enter into and to perform its obligations under the JVA;
1.5.2 NV Lotus JSC shall be established no later than 75 working days from the date of signing the JVA.
1.5.3 Lotus shall complete the acquisition of the Land and the Land shall be vested in NV Lotus JSC free from all encumbrances no later than 180 working days from the completion of the incorporation of NV Lotus JSC.
In line with the Group's objective of expanding its business activities to other Asian countries, this investment represents an opportunity for NV Multi to expand its bereavement care business in Vietnam.
3 SOURCES OF FUNDS
The Project shall be funded by internally generated funds and/or external borrowings.
4. FINANCIAL IMPACTS
The JVA shall not have any material adverse effect on the share capital, earnings, net assets, gearing and substantial shareholders' shareholding for the current financial year ending 31 December 2007. However, it is expected to contribute positively to future earnings of the NV Multi Group.
Risk factors affecting the JVA include but are not limited to changes in conditions of the competition, economic, business, political and legal framework in Vietnam. NV Multi will undertake the necessary efforts to mitigate the various risks identified.
6. APPROVALS REQUIRED
The entering into the JVA is not subject to the approval of the shareholders of NV Multi or any relevant authorities. The entering into the Project is in the ordinary course of business of NV Multi Group.
The Project and Investment Certificate are subject to the approvals of the Licensing Authority and other relevant authorities in Vietnam (where applicable).
7. SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS
The JVA will not have any effect on the shareholdings of NV Multi’s substantial shareholders, as the investment is satisfied entirely in cash.
8. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors' and/or substantial shareholders of NV Multi or persons connected with them has any interest whether, direct or indirect, in the JVA.
9. STATEMENT BY DIRECTORS'
The Board of Directors of NV Multi is of the opinion that the JVA is in the best interest of the Group.
10. COMPLIANCE WITH THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC GUIDELINE")
To the best knowledge of the Board of Directors of NV Multi, the JVA does not depart from the SC Guidelines.
11. DOCUMENTS AVAILABLE FOR INSPECTION
The JVA is available for inspection at the Registered Office of NV Multi at Level 3A, Wisma NV Multi, No. 1, Jalan 1/116A, Off Jalan Sungai Besi, 57100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of fourteenth (14) days from the date of this announcement.
This announcement is dated 12 November, 2007.