TOP GLOVE CORPORATION BERHAD (“TOP GLOVE” OR THE “COMPANY”) THE PROPOSED SUBSCRIPTION OF 300,305,829 NEW SHARES REPRESENTING APPROXIMATELY 60.06% EQUITY INTEREST OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF MEDI-FLEX LIMITED (“MEDI-FLEX”) (“PROPOSED SUBSCRIPTION”)
|TOP GLOVE CORPORATION BHD|
|Subject||TOP GLOVE CORPORATION BERHAD (“TOP GLOVE” OR THE “COMPANY”) |
THE PROPOSED SUBSCRIPTION OF 300,305,829 NEW SHARES REPRESENTING APPROXIMATELY 60.06% EQUITY INTEREST OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF MEDI-FLEX LIMITED (“MEDI-FLEX”) (“PROPOSED SUBSCRIPTION”)
Contents :1. INTRODUCTION
- Further to the announcement dated 27 November 2006 relating to the Proposed Subscription, on behalf of the Board of Directors of Top Glove (“Board”), CIMB Investment Bank Berhad (formerly known as Commerce International Merchant Bankers Berhad) (“CIMB”) wishes to announce that the Company has today entered into a supplemental agreement (“Supplemental Agreement”) to revise certain terms of the Proposed Subscription (“Proposed Revision”). Unless otherwise defined, terms used in this announcement shall bear the same meaning as those in the announcement dated 27 November 2006.
Strictly for illustrative purposes only, the Singapore Dollar (“SGD”) has been translated to Ringgit Malaysia (“RM”) at the exchange rate of RM2.29 per SGD1.00.
- 2.1 Revision to the Subscription Price
The revision to the above subscription price was agreed upon after taking into account, amongst others, the results of the due diligence by Top Glove on the Medi-Flex Group.
Notwithstanding the above, the subscription price for the 28,000,000 new Medi-Flex Shares to be subscribed by RHI and PACAL shall remain at SGD0.07 (RM0.16) each.
- 2.2 Other salient terms of the Supplemental Agreement
- (ii) RHI undertakes and agrees not to sell, realise, transfer or dispose of any part of their 23,000,000 Medi-Flex Shares to be subscribed for a period of six (6) months from the date of the listing and quotation of its Medi-Flex Shares on the SGX-SESDAQ; and fifty per cent (50%) of their 23,000,000 Medi-Flex Shares for another six (6) months thereafter; and
- (iii) Prior to completion of the Proposed Subscription but after TGSB’s payment of its portion of the subscription price, Medi-Flex shall procure Greenview Properties Sdn Bhd (“Greenview Properties”) to furnish a written undertaking to sell, upon Medi-Flex’s written request, two (2) plots of land i.e. Lot 124 and Lot 126, Kompleks Olak Lempit, Banting, Selangor, Malaysia, on which the Medi-Flex’s factory is located (collectively referred to as the “Property”) and 2 biomass boilers (“Biomass Boiler System”) to Medi-Flex, at a purchase consideration based on independent valuation and other mutually agreed terms and subject to, inter alia, the applicable provisions of the SGX-ST Listing Manual, including obtaining the approval of the independent shareholders of Medi-Flex, where necessary. In the event that Medi-Flex does not serve the said written request on Greenview Properties or if a legally binding agreement for the sale and purchase of the Property has not been entered into between the parties within one (1) year from the completion of the Subscription Agreement, the said undertaking shall lapse and Greenview Properties shall be free to dispose of the Property and the Biomass Boiler System at its discretion.
3. EFFECTS OF THE PROPOSED REVISION
The Proposed Revision is not expected to have any material effect on the net assets (“NA”), NA per share and earnings and earnings per share of the Top Glove Group.
With the Proposed Revision, the proforma effect of the gearing on the Top Glove Group is as follows:
- A copy of the Supplemental Agreement is available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur during normal business hours from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement.
|Company Name||TOP GLOVE CORPORATION BHD|
|Date Announced||8 Jan 2007|