|Contents||On behalf of the Board of Directors of NV Multi, Hong Leong Investment Bank Berhad (“HLIB”) wishes to announce that NV Multi had, on 23 November 2010, entered into a heads of agreement (“Heads of Agreement”) with Oh Chiew Ho and Low Yang Leen (“Vendors”) who are the shareholders of Ann Yak Siong Hardware Sdn Bhd (“AYSH”) to facilitate the proposed restructuring of NV Multi.|
The salient terms of the Heads of Agreement are as follows:
(i) Proposed acquisition of AYSH
A special purpose vehicle (“SPV’) shall be incorporated to acquire the entire issued and paid-up share capital of AYSH for a consideration of cash and/or the issuance of shares by the SPV to the shareholders of AYSH. The purchase consideration and the exchange ratio shall be determined and agreed by the parties.
(ii) Proposed acquisition of NV Multi
The SPV shall acquire the entire issued and paid-up share capital of NV Multi in consideration of the issuance of shares by the SPV to the shareholders of NV Multi to be undertaken by way of a scheme of arrangement under Section 176 of the Companies Act, 1965. The purchase consideration and the exchange ratio shall be determined and agreed by the parties. Pursuant to and in connection with the disposal by NV Multi of its entire business and undertakings (including its entire assets and liabilities) and the distribution of the cash proceeds thereof to the entitled shareholders of NV Multi, all liabilities of NV Multi shall be settled and discharged by NV Multi prior to completion of the acquisition of the entire issued and paid-up share capital of NV Multi by the SPV.
(iii) Transfer of listing status of NV Multi
(a) The completion of the Proposed Restructuring Scheme shall be subject to and conditional upon NV Multi being listed and continuing to be listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”). NV Multi confirms and agrees that it shall use its best endeavours to procure and ensure that NV Multi continues to be listed on the Main Market of Bursa Securities.
(b) The listing status of NV Multi shall be transferred to the SPV upon completion of the proposed acquisition of NV Multi.
(c) It is an essential condition of the Heads of Agreement and the definitive agreements to be entered into between the parties (which will set out the terms and conditions of, and govern, the Proposed Restructuring Scheme) (“Definitive Agreements”) that NV Multi is not de-listed or the listing status of NV Multi is not withdrawn, terminated or otherwise prejudiced, and should any of these events occur prior to the Expiry Date (as defined below) or such extended date as may be mutually agreed, the Vendors shall be entitled to terminate the Heads of Agreement forthwith.
(iv) Duration of Heads of Agreement
The term or duration of the Heads of Agreement shall commence on the date of this Heads of Agreement and terminate on the earlier of :
(a) the execution of the Definitive Agreements; or
(b) one (1) month from the date of the Heads of Agreement (“Expiry Date”); or
(c) upon the mutual agreement of the parties.
The parties hereby agree that the Expiry Date may be extended for such further period by mutual agreement of the parties.
AYSH and its subsidiary companies are principally in the business of hardware stockists that trade in steel and non-ferrous products serving the engineering, fabrication, construction and building industries as well as involved in the production and sales of light steel sectional products and sectional storage tanks.
A detailed announcement will be made once the Definitive Agreements for the Proposed Restructuring Scheme have been signed.
This announcement is dated 23 November 2010