SINDORA

3.070

(%)

PROPOSED ACQUISITION OF SHARES IN MIT INSURANCE BROKERS SDN BHD (“PROPOSED ACQUISITION”)

SINDORA BERHAD

Type

Announcement

Subject

PROPOSED ACQUISITION OF SHARES IN MIT INSURANCE BROKERS SDN BHD (“PROPOSED ACQUISITION”)

Contents

1. INTRODUCTION

The Board of Directors of Sindora Berhad (“SB” or “Company” or “Purchaser”) is pleased to announce that the Company had on 11 June 2010 entered into a Sale & Purchase Agreement (“SPA”) with the following vendors in relation to the sale and purchase of ordinary shares of par value RM1.00 each in MIT Insurance Brokers Sdn Bhd (“MIT”) as per table below.

The cash required for the Proposed Acquisition will be financed using internally generated funds and is expected to be completed within the 3rd Quarter of 2010. SB shall not be assuming any liabilities or guarantees pursuant to this transaction.

2. RATIONALE OF THE PROPOSED ACQUISITION

Pursuant to SB’s disposal of its entire 40% equity interest in an insurance broker, Willis (Malaysia) Sdn Bhd in July 2009, the Company has identified MIT as an ideal company to pursue its venture into the insurance brokerage business. The Proposed Acquisition would also enable SB to expand its Intrapeneur Venture Business.

3. SALIENT TERMS OF THE SPA

The purchase consideration was arrived at based on a willing buyer and willing seller basis after taking into account MIT’s future earnings potential. The purchase consideration shall be paid to the vendors in the following manner:

(a) A 10% deposit shall be paid to the Purchaser’s Solicitors to be held as stakeholder upon execution of the SPA; and
(b) The balance consideration shall be paid to the vendors on completion date.

The SPA is conditional on the following:

(a) Approval by Bank Negara Malaysia (“BNM”) to execute the SPA and transfer of shares by the vendors to the Purchaser;
(b) The vendors obtaining letter of waiver from the other shareholders waiving their pre-emption rights in respect of the transactions and giving their
consent to the transactions, if required;
(c) Approval by the Board of Directors of SB for the Proposed Acquisition and the entry by the Purchaser into the SPA; and
(d) SB receiving written confirmation from Raja Zailan Putra Bin Raja Azam agreeing to be retained as the Chief Executive Officer of MIT.

4. INFORMATION ON MIT

MIT is a private company limited by shares incorporated in Malaysia under the Companies Act 1965. The Company has an authorised share capital of RM5,000,000 comprising of RM4,000,000 in ordinary shares divided into 4,000,000 ordinary shares of par value RM1.00 each and RM1,000,000 in Redeemable Cumulative Preference Shares (“RCPS”) divided into 1,000,000 RCPS of par value RM1.00 each, of which 1,250,000 ordinary shares have been issued and are fully paid-up.

MIT is principally engaged in insurance brokerage business.

5. EFFECTS OF THE PROPOSED ACQUISITION

The Proposed Acquisition will not have any effects on the issued and paid-up share capital as well as shareholdings of the major shareholders of SB since it does not involve any issuance of new shares by SB.

The transaction is not expected to have any material effect on the earnings, net tangible assets and gearing of the SB Group. However, it is expected to contribute positively to SB Group’s future earnings.

6. DISCLOSURE OF INTERESTS

None of the directors, major shareholders and person connected with them, have any interest, direct or indirect, in the Proposed Acquisition.

7. RECOMMENDATION BY DIRECTORS

After taking account all aspects of the Proposed Acquisition, including the rationale set out in Section 2 herein, the Board of Directors of SB is of the opinion that the Proposed Acquisition is in the best interest of the Company.

This announcement is dated 11 June 2010.

Announcement Info

Company Name	SINDORA BERHAD
Stock Name	SINDORA
Date Announced	11 Jun 2010
Category	General Announcement
Reference No	JC-100611-59875

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