Company Name: KOBAY TECHNOLOGY BERHAD
Stock Name: KOBAY
Date Announced: 05 Jul 2019
Category: General Announcement for PLC
Reference Number: GA1-05072019-00049
Description: Change of Equity Interest in The 12 Avenues Sdn Bhd
The Board of Directors of Kobay Technology Bhd (“Kobay”) wishes to announce that on 5 July 2019 , Kobay has increased its equity interest in The 12 Avenue Sdn. Bhd. (“12 Avenues” or “the Company”) from 70% to 100% by acquiring an additional 30% from Mr. Ng Tiat Seng (“The Vendor”) for a cash consideration of RM12,000.00.
1. INFORMATION ON 12 AVENUES
12 Avenues was incorporated on 12 December 2012 as Skyhouse Sdn. Bhd.. It changed its name to The 12 Avenues Sdn. Bhd. on 05 February 2013. Its current paid up capital is RM100,000.00 comprising of 100,000 ordinary shares.
The intended principal activities of 12 Avenues is property development but the Company is currently dormant.
2. SALIENT TERMS OF THE SPA
The consideration for the acquisition shall be paid in the following manner :-
a) Purchase consideration : RM12,000.00;
b) Payment Term : The Purchase consideration of RM12,000.00 shall be fully settled upon execution of the Share Sale Agreement and Shares Transfer Form.
3. RATIONALE AND PROSPECT OF THE PROPOSED ACQUISITION
The Vendor offer to sell and Kobay agrees to acquire his entire equity interest in 12 Avenues. Upon completion of the acquisition, 12 Avenues will become a wholly owned subsidiary of Kobay.
4. BASIS OF ARRIVIG AT THE SELLING PRICE
The consideration of RM12,000.00 is based on the unaudited net tangible assets value of 12 Avenues as at 30 June 2019.
5. FINANCIAL EFFECT OF THE TRANSACTIONS
(a) On earnings and earnings per share
The change of equity interest is not expected to have any material effects on the earnings of Kobay Group for the financial year 2019.
(b) On net assets and gearing
The change of equity interest does not have any effect on net assets and gearing of Kobay Group for the financial year ending 2019.
(c) On share capital and substantial shareholders’ shareholdings
The change of equity interest does not have any effect on the paid up capital and substantial shareholders’ shareholdings of Kobay.
6. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the acquisition pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements of Bursa Securities is 0.01%.
7. APPROVAL REQUIRED
The acquisition is not subject to the approval of the shareholders of Kobay or any regulatory authorities.
8. COMPLETION DATE
The acquisition is expected to be completed in July 2019.
9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS
Saved as disclosed above, none of the other Directors and/or major shareholders of Kobay and/or persons connected with them have any interest, direct or indirect in the acquisition.
10. STATEMENT BY THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
The Board of Directors are of the opinion that the acquisition is in the best interest of the Company and it is fair and reasonable and is not detrimental to the Company and its Shareholders.
11. DOCUMENT FOR INSPECTION
The Agreement will be made available for inspection at the registered office of the Company at 3rd Floor, Wisma Kobay, No. 42-B Jalan Rangoon, 10400 Georgetown, Penang during normal working hours for a period of three (3) months from the date of this announcement.
This announcement is dated 5 July 2019.