RHONEMA

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MULTIPLE PROPOSALS RHONE MA HOLDINGS BERHAD ("RMH" OR "COMPANY") I. PROPOSED ACQUISITIONS; AND II. PROPOSED PRIVATE PLACEMENT (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

RHONE MA HOLDINGS BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
RHONE MA HOLDINGS BERHAD ("RMH" OR "COMPANY")

I.	PROPOSED ACQUISITIONS; AND

II.	PROPOSED PRIVATE PLACEMENT

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

On behalf of the Board of Directors of RMH (“Board”), Public Investment Bank Berhad (“PIVB”) wishes to announce that the Company had, on 21 February 2020 entered into the following agreements:

(i)         a conditional share sale agreement with Raja Mariam Binti Raja Rustam Shahrome (“Raja Mariam”) for the proposed acquisition of 1,225,000 ordinary shares in OLSB, representing 49% equity interest in One Lazuli Sdn Bhd (“OLSB”) for a purchase consideration of RM5,390,000 which will be satisfied via a combination of cash of RM1,800,000 and the remaining balance of RM3,590,000 through the issuance of new ordinary shares in RMH (“RMH Shares”) at an issue price of RM0.68 each (“Proposed Acquisition of OLSB”);

(ii)        a profit guarantee agreement with Raja Mariam as guarantor and Messrs Chellam Wong as stakeholder in relation to the Proposed Acquisition of OLSB whereby Raja Mariam provided a guarantee that the audited profit after tax (“PAT”) of OLSB for financial years ending 31 December 2020 and 31 December 2021 shall not be less than RM2,000,000 each;

(iii)       a conditional share sale agreement with OLSB for the proposed acquisition of 588,000 ordinary shares in Nor Lazuli Nutrition Sdn Bhd (“NLN”), representing 49% equity interest in NLN for a cash consideration of RM1,750,000 (“Proposed Acquisition of NLN”);

(iv)       a conditional share sale agreement with Nor Hazimah Binti Zabarudin (“Nor Hazimah”) for the proposed acquisition of 490,000 ordinary shares in Nor Livestock Farm Sdn Bhd (“NLF”), representing 49% equity interest in NLF for a cash consideration of RM700,000 (“Proposed Acquisition of NLF”); and

(v)        a profit guarantee agreement with Raja Mariam, the existing major shareholder of OLSB and Nor Hazimah as guarantors and Messrs Chellam Wong as stakeholder in relation to the Proposed Acquisition of NLN and Proposed Acquisition of NLF, whereby Raja Mariam and Nor Hazimah jointly provided a guarantee that the total audited PAT of NLN and NLF for financial years ending 31 December 2020, 31 December 2021 and 31 December 2022 shall not be less than RM500,000, RM700,000 and RM900,000, respectively.

(The Proposed Acquisition of OLSB, Proposed Acquisition of NLN and Proposed Acquisition of NLF are collectively referred to as the “Proposed Acquisitions”).

In addition, on behalf of the Board, PIVB also wishes to announce that concurrently with the Proposed Acquisitions, the Company proposes to undertake a proposed private placement of up to 12,980,589 RMH Shares, representing up to 7.11% of the total number of issued shares of RMH at an issue price to be determined and announced later (“Proposed Private Placement”).

Please refer to the attachment for further details on the Proposed Acquisitions and the Proposed Private Placement.

 

This announcement is dated 21 February 2020.




Please refer attachment below.

Attachments

RMH Announcement.pdf
833.9 kB



Announcement Info

Company Name RHONE MA HOLDINGS BERHAD
Stock Name RHONEMA
Date Announced 21 Feb 2020
Category General Announcement for PLC
Reference Number GA1-20022020-00112