SHARES SALE AND PURCHASE AGREEMENT BETWEEN SENI JAYA SDN BHD ("SJSB"), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND DWI MEWAH SDN BHD ("DWI") FOR THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN GANAD MEDIA SDN BHD ("GMSB")
| SENI JAYA CORPORATION BERHAD |
| Type | Reply to Query |
| Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-24092025-00001 |
| Subject | SHARES SALE AND PURCHASE AGREEMENT BETWEEN SENI JAYA SDN BHD ("SJSB"), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND DWI MEWAH SDN BHD ("DWI") FOR THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN GANAD MEDIA SDN BHD ("GMSB") |
| Description | SENI JAYA CORPORATION BERHAD ("SJCB" OR THE "COMPANY")
ADDITIONAL INFORMATION FOR SHARES SALE AND PURCHASE AGREEMENT BETWEEN SENI JAYA SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY AND DWI MEWAH SDN BHD FOR THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN GANAD MEDIA SDN BHD |
| Query Letter Contents | We refer to the Company's announcement dated 22 September 2025 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:
1. Basis and justification of arriving at the Purchase Consideration To further clarify the basis / methodology to arrive at the Purchase Consideration of RM5,000,000, taking into consideration that GMSB is loss-making and its net assets is below RM1,000,000 as at FY2023. To also provide further justification on how the Purchase Consideration is deemed justified by the Board.
2. Mode of settlement To explain the rationale that SJSB shall pay the Vendor Payment Term 3 and partly issue the Consideration Shares within thirty (30) days from the date of the SSPA, notwithstanding that the Conditions Precedent may not have been fulfilled.
3. Information on DWI To clarify whether the directors and/or shareholders of DWI will remain on the board of GMSB or remain involved in the business operations of GMSB upon the SJSB being registered as holder of the Sale Shares.
4. Prospects To provide further information on SJCB’s turnaround plan for GMSB which has been loss-making.
5. Completion risk To set out the adjustment mechanism to the Purchase Consideration for each conditions precedent in the event the relevant conditions precedent is not fulfilled.
6. Appendix I – Post-Completion Rights and Restrictions
i) To explain how the Company ensure its interest in GMSB is safeguarded during the interim period between SJSB being registered as the holder of the Sale Shares and Completion Date, taking into consideration the Completion Date is about 13 months after the Unconditional Date and the non-competition and non-solicitation restrictions only take effect after the Completion Date.
ii) To clarify the risk and impact of to the business and operations of GMSB in the event that GMSB is unable to use the Trademark.
Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.
Yours faithfully
Listing Regulation
cc:- Market Surveillance, Securities Commission |
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Reference is made to the Company’s announcement dated 22 September 2025 and the query from Bursa Malaysia Securities Berhad (“Bursa Securities”) vide its letter dated 24 September 2025.
The Board of Directors of the Company wishes to provide the additional information requested by Bursa Securities in relation to the Shares Sale and Purchase Agreement.
Please refer to the attachment for the additional information.
This announcement is dated 25 September 2025. |
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Please refer attachment below.
Announcement Info
| Company Name | SENI JAYA CORPORATION BERHAD |
| Stock Name | SJC |
| Date Announced | 25 Sep 2025 |
| Category | General Announcement for PLC |
| Reference Number | GA1-25092025-00042 |