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Related Party transaction-acquisition of Assets

Back30 Jun 2010
Date Announced : 30/06/2010  




Type : Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID : IJ-100629-56017
Subject :
Related Party transaction-acquisition of Assets

Contents :
The following reply to query by Bursa Malaysia.

Query Letter
content
:
We refer to your Company's announcement dated 28 June 2010, in respect of the
aforesaid matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-

A statement on whether the acquisition is for all the assets and undertakings
of CV Trimitra Group and whether the liabilities of CV Trimitra Group also
forms part of the acquisition;
The partners of CV Trimitra Group;
The basis in arriving at the consideration other than willing-buyer willing
seller basis, including the justification of the purchase consideration as
compared to the net book value/ carrying value of the assets to be acquired;
The total audited net book value/ carrying value of all the assets to be
acquired based on the latest audited accounts of CV Trimitra Group;
The risks in relation to the acquisition;
The prospects of the assets to be acquired including the benefit which is
expected to accrue to the Company as a result of the acquisition;
The liabilities, including contingent liabilities and guarantees to be assumed
by the Company arising from the acquisition;
The highest percentage ratio applicable to the acquisition;
The original cost of investment of the assets to the vendor and the date of
investment;
The total amount transacted with the same related party for the preceeding 12
months; and
A statement pursuant to Item 3 of Appendix 10C of the Main Market Listing
Requirements.




Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.


Yours faithfully




CHONG FUI TZY
Head, Issuers
Listing Division
Regulation

CFT/IJ
copy to:- General Manager & Head, Market Surveillance, Securities Commission
(via fax)

Announcement Details :

 

 

Our announcement dated 28 June 2010 and Bursa's query letter dated 29 June 2010 refers.

Following are the additional information requested:-

1. The acquisition is for all the assets and undertakings of CV Trimitra Group except for the liabilities of CV Trimitra Group;

2. The partners for CV Trimitra Group are drh Cecep Mochamad Wahyuddin, Atmadjaja Ignatius Judi and Sahid;

3. The purchase price are justified as follows:-

The acquisition is based on the earnings per share of 4.5 times whereas the earnings per share for QL is currently about 15 times;

The potential earnings of the business based on the net income for year 2008 & 2009 of Rp1.34 billion and Rp1.48 billion respectively. 

4. As CV Trimitra Group is a partnership hence there are no audited accounts;

5. QL is unaware of any risk arising from the acquisition which could adversely affect the operations and financial of QL Group;

6. As a results of the acquisition QL Group will be able to expand its farming business in Indonesia, which is seen as a growing market for farming business. The acquisition will provide a stepping stone to QL to be an integrated poultry player in Indonesia;

7.  No liabilities, including contingent liabilities and guarantees are assume with the acquisition of CV Trimitra Group;

8. The highest percentage ratio is 0.52%, no shareholders approval is required;

9. The original cost of investment of the assets to the vendor was USD115,061.00 and the date of acquisition of the assets are since 2003.

10.There are no transaction with the same related party for the last 12 months;

11. The Audit Committee is of the view that the transaction is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders. The basis of views being it would be a vehicle for QL to penetrate into the Indonesian farming industry.