1. Introduction
The Board of Directors of QL Resources Berhad ("Company") wishes to announce that its subsidiary, PT QL Trimitra ("QL Trimitra") has on 25 June 2010 entered into a Sales and Purchase Agreement to acquire the Assets of CV Trimitra Group and drh Cecep Mochamad Wahyuddin ("Vendor") from related party namely drh Cecep Mochamad Wahyuddin for a total consideration of United States Dollar Six Hundred and Seventy Five Thousand (USD675,000.00) only.
2. Information on CV Trimitra Group
CV Trimitra Group is a partnership incorporated in Indonesia with its registered office at Jalan Sindanglaya No.100 RT 04/01 Sindanglaya, Cipanas. It is operating in trading of livestock production facilities, poultry products and chicken business with partnership system. It has extensive network from supplier of livestock production facilities to livestock producers.
3. Information on PT QL Trimitra
PT QL Trimitra (QL Trimitra), a 80% subsidiary of QL Realty Sdn. Bhd. in which its ultimate holding company being QL Resources Berhad. QL Trimitra is a company incorporated in Indonesia having an authorised and paid up capital of United States Dollar One Million and Five Hundred Thousand (USD1,500,000.00) respectively.
4. Details of the Assets acquired
The Assets means the assets used in or forming part of the business and includes without limitation to goodwill, business networking and know how in respect of the business, land and equipment. The consideration was arrived at on willing buyer willing seller basis. The total consideration will be funded by internally generated funds.
The net book value of Furnitures & Fittings as at May 2010 is USD16,667.00. The Instruments stated at net realisable value is USD23,744.00. The original cost of investment for the land as at 11 February 2009 was USD55,555.00 and market value of USD111,110.00.
The acquistion of CV Trimitra's business includes an agreement with the rights to use the modern chicken slaugtherhouse owned by Bogor Institute of Agriculture for a period of 5 years commencing 1 July 2010.
5. Salient terms of acquisition
QL Trimitra shall upon execution of the Sale and Purchase Agreement pay the vendor an initial deposit of United States Dollars Three Hundred Thousand(USD300,000.00) or its Indonesia Rupiah equivalent. The payment for the balance of United States Dollars Three Hundred Seventy Five Thousand (USD375,000.00) or its Indonesia Rupiah equivalent will be paid upon completion subject to the following conditions:-
i) Vendor's and/or spousal approval of the Vendors in respect of the transfer of the Assets from the respective Vendors;
ii) If required, the Vendors shall do the necessary to ensure the conversion of the land;
iii) QL Trimitra and Vendors executed a Land Transfer Deed and all other relevant documents including such powers of attorney;
iv) Vendor shall execute all required documents in respect of transfer of Assets and obtain the necessary consents or approval (whether governmental, corporate or otherwise) in respect of the Assets.
6. Rationale
The acquisition is to further expand the Company's farming business overseas.
7. Financial Impact
There is no material effect on net profit, earnings per share, net assets, gearing, share capital and substantial shareholdings of the Company.
8. Approvals Required
QL Trimitra obtained approval from its Shareholders and Board of Directors on the proposed acquisition. No other approval from the shareholders and authorities of the Company is required for the Related Party Transaction.
9. Interests of Directors, Substantial Shareholders and Persons Connected To Them
drh Cecep Mochamad Wahyuddin, the Vendor of the proposed acquisition is a Director of the QL Trimitra. None of the other Directors, substantial shareholders of QL and persons connected to them are interested in the proposed acquisition. The interested director has abstained from stating an opinion in relation to the transaction.
10. Statement by the Board of Directors
The Board of Directors (save for the interested Director) is of the opinion that the related party transaction is in the best interest of the Company.
11. Date of Completion
The proposed acquisition is expected to be completed by end Dec 2010.
12. Departure from the Guidelines
To the best knowledge of the Company, the proposed acquisition has not departed from the Offering of Equity & Equity Linked Securities Issued by the Securities Commission.
13. Documents for inspection
The Sales & Purchase Agreement for the proposed acquisition will be made available for inspection at the registered office of the Company at No.16A, Jalan Astaka U8/83, Bukit Jelutong, 40150 Shah Alam, Selangor during normal business hours for a period of one month from the date of announcement.
This announcement is dated 28 June 2010.
