| Contents |
:
|
1. INTRODUCTION
The Board of Directors of QL Resources Berhad ("QL") ("Board") is pleased to announce that QL Feedingstuffs Sdn. Bhd.("QLF"), a wholly owned subsidiary of QL had, on 15 May 2008, signed a Memorandum Of Understanding (“MOU”) with Tan Soo Pheng and Tan Peng Tee (“the Vendors") to acquire 100% equity interest of Heap Loong Poultry Farm Sdn. Bhd.(“Proposed Acquisition”)for a total consideration of RM6.68 million.
The consideration is arrived based on a willing buyer-willing seller basis, taking into consideration the Net Tangible Asset ("NTA") value of the Company as at 30 April 2008 of not less than RM5.20 million and the future earning potential of the Company. The consideration shall automatically be adjusted downwards by an amount equivalent to the deficit in the event the due diligent findings reveal that the NTA is less than RM5.20 million.
2. INFORMATION ON HEAP LOONG POULTRY FARM SDN. BHD.
Heap Loong Poultry Farm Sdn. Bhd. ("HL") is a company incorporated in Malaysia with an authorised and paid-up capital of RM10,000,000 each and having its registered office at Lot 2051, 2053 & 2054 MK Sidam Kanan, Kg Paya Union, 09400 Padang Serai, Kedah. HP is principally involved in the business of poultry farm and oil palm plantation.
The production capacity and current production of HP is 400,000 eggs per day and 305,000 eggs per day respectively. The total land area is 85 acres of which 40 acres is used for layer farming and balance is planted with oil palm tree.
3. RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition will enable QL Group to expand its existing integrated livestock farming business.
4. APPROVALS REQUIRED
The MOU is not subject to the approval of the shareholders of QL and other relevant authorities.
5. SOURCES OF FUNDS
QL will finance the Proposed Acquisition via internally generated funds and borrowings.
6. FINANCIAL EFFECTS
6.1 Share Capital
The Proposed Acquisition will not have any effect on the issued and paid-up share capital of QL as it does not involve issuance of new shares.
6.2 Net Assets and Gearing
The Proposed Acquisition will not have any material effect on the net assets and gearing of QL.
6.3 Earnings
Upon completion of the Proposed Acquisition, the Proposed Acquisition is expected to contribute positively to the future earnings of the QL Group.
7. THE ESTIMATED TIME FRAME FOR THE COMMENCEMENT OF THE PROPOSED ACQUISITION
QLF will be entering into a Share Sale Agreement with the Vendors by 23 May 2008, or such extension thereof as may be mutually agreed by QLF and the Vendors.
8. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS
None of the directors and / or substantial shareholders and / or persons connected to the directors or substantial shareholders of QL has any interest, whether directly or indirectly, in the Proposed Acquisition.
9. DIRECTORS’ RECOMMENDATION
The Board having considered all the relevant factors in respect of the Proposed Acquisition is of the opinion that the proposed acquisition is in the best interest of QL Group.
10. FURTHER DETAILS OF THE PROPOSED ACQUISITION
Further details on the Proposed Acquisition will be announced upon execution of the Share Sale Agreement.
This announcement is dated 16 May 2008.
|
|
