News

1.  Introduction

Pursuant to Para 9.19 (23) of the Main Market Listing Requirements, the Board of Directors of QL is pleased to announce that its wholly-owned subsidiary, QL Fishery Sdn. Bhd. (Company No. 259833-H) ("QL Fishery") had on 20 November 2014 entered into an Investment Agreement (“IA”) with the Vendors as defined below, Rising Growth Sdn. Bhd. ("RGSB"), Lee Kat Choy ("LKC") and Kembang Subur Sdn. Bhd. ("KSSB") for the following purposes:-

i) to purchase Two Million Seven Hundred Thousand (2,700,000) ordinary shares of RM1.00 each, representing 45% of the issued and paid-up shares capital of KSSB from Dimara Holdings Sdn. Bhd., Chee Chik Eng and Kiara Agro Sdn. Bhd. (collectively known as the "Vendors" and individually as the "Vendor") ("Sale Shares") at a consideration price of Ringgit Malaysia: Eight Million Nine Hundred and Ten Thousand (RM8,910,000) only ("Purchase Price"); and

ii) at the invitation from KSSB, RGSB and LKC, following the sale and purchase of the Sale Shares as aforesaid, subscribe Three Million (3,000,000) new ordinary shares of RM1.00 each in KSSB ("Subscription Shares") at a consideration price of Ringgit Malaysia: Twelve Million (RM12,000,000) only ("Subscription Price").

2.  Particulars of the Transaction

2.1 Particulars of KSSB

KSSB (Co. No. 612363-T), a company in Malaysia with its registered office at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur. It has an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each, of which RM6,000,000 comprising 6,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. KSSB is principally engaged in the business of hatching and aqua culturing of shrimps.

As at the date hereof, KSSB has the following subsidiaries and economic interests-

i) 55% owned Kembang Subur (Perak) Sdn. Bhd.;

ii) 50% economic interest in Kembang Subur Sdn. Bhd.-Marine Life Hatchery Sdn. Bhd. Unincorporate Joint Venture;

iii) 49% owned AB Hatchery Sdn. Bhd.;

iv) 50% owned Kembang Subur International Ltd which in turn has a 100% owned subsidiary called Nam Duong Vietnam Aquatic Hatchery Co., Ltd.;

v) 100% owned KS Galah Sdn. Bhd.; and

vi) 100% owned KS Monodon Sdn. Bhd.

The shareholders in KSSB are as follows:-

2.2  Details of the Sale Shares and Subscription Shares

The Vendors, severally but not jointly, agree to sell, and QL Fishery hereby agrees to purchase, the Sale Shares, free from all pledges or liens or any other encrumbances and with all rights now or hereinafter attaching thereto for the Purchase Price.

The Purchase Price is arrived at based on a willing buyer-willing seller basis.

The completion of the sale and purchase of the Sale Shares shall take place on a business day not later than thirty (30) days from the date of the IA ("Sale Completion Date").

Within thirty (30) days from the Sale Completion Date, subject to and upon the terms and conditions of the IA, KSSB agrees to issue the Subscription Shares and QL Fishery hereby agrees to subscribe for the Subscription Shares, at the agreed issue price of Ringgit Malaysia Four (RM4.00) per share.

Upon completion of the sale and purchase of the Sale Shares, the shareholdings structure of QL Fishery, RGSB and LKC shall be in the proportion as follows:

The completion of the subscription of the Subscription Shares shall take place on a business day not later than thirty (30) days after the Sale Completion Date, or on such later date as the parties hereto shall mutually agree in writing.

Upon completion of the subscription of the Subscription Shares, KSSB would become 63.33% owned subsidiary of QL Fishery. The shareholdings structure of QL Fishery, RGSB and LKC shall be in the proportion as follows:

3. The acquisition of the Sale Shares and the subscription of the Subscription Shares (collectively referred to as the "Transactions") would be financed via internally generated funds.

4. The Transaction does not have any effect on the issued and paid up share capital of QL and has no material effect on the earnings and net assets of QL Group for the financial year ending 31 March 2015.

5. The Directors of QL are of the opinion that the Transaction is in the best interest of QL.

6. The Transaction is not subject to QL’s shareholders’ approval.

7. None of the directors and/or major shareholder of QL, or persons connected to them has any interest, direct or indirect, in the Transaction.

8. The highest percentage ratio based on QL's audited financial statements for the year ended 31 March 2014 is 1.8%.

 
This announcement is dated 20 November 2014.