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ACME

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MULTIPLE PROPOSALS ACME HOLDINGS BERHAD ("ACME" OR "COMPANY") (I) BONUS ISSUE OF WARRANTS; (II) PRIVATE PLACEMENT; (III) MEDAN ACQUISITION; AND (IV) FOCAL ACQUISITION (COLLECTIVELY REFERRED TO AS THE "CORPORATE EXERCISES")

ACME HOLDINGS BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
ACME HOLDINGS BERHAD ("ACME" OR "COMPANY")

(I)	BONUS ISSUE OF WARRANTS;

(II)	PRIVATE PLACEMENT;

(III)	MEDAN ACQUISITION; AND

(IV)	FOCAL ACQUISITION

(COLLECTIVELY REFERRED TO AS THE "CORPORATE EXERCISES")

We refer to the announcements made on 7 August 2019, 24 September 2019, 14 October 2019, 22 October 2019, 7 November 2019, 28 November 2019, 29 November 2019, 17 December 2019, 24 December 2019, 5 February 2020 and 5 March 2020 in relation to the Corporate Exercises (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

 

Further to the announcement of ACME dated 5 March 2020 in relation to the Amendments, on behalf of the Board of Directors of ACME, TA Securities wishes to provide the following additional information in relation to the rationale of the Amendments:

 

(1) The Amendments were made upon ACME receiving the requests from the Medan Vendors and Focal Vendors as the parties have entered into the Medan SPA and the Focal SPA on 7 August 2020, which has been more than 7 months. Further, all the vendors have fulfilled their obligation under the condition precedent of the Medan SPA and the Focal SPA to extend the validity of the Development Order for 1 year. Most of the remaining conditions precedent are pending fulfilment by ACME, in particular the placement of shares pursuant to the Private Placement which is affected by the volatile equity market condition at this juncture.

 

(2) As the parties remain committed to complete the Medan Acquisition and the Focal Acquisition, the Medan Vendors and the Focal Vendors have requested to amend the manners of payment for the Medan Purchase Consideration and the Focal Purchase Consideration, as disclosed in Section 2 of the announcement of ACME dated 5 March 2020, amongst others, to release up to RM4.9 million (being the Medan Deposit and part of the proceeds raised from the Private Placement thus far (collectively, the “First Payment”)) to the Medan Vendors and RM0.2 million (being the Focal Deposit) to the Focal Vendors. All these amounts to be released to the Medan Vendors and the Focal Vendors (or their respective nominees) are refundable if the Medan SPA and the Focal SPA are terminated.

 

(3) In consideration of the Medan Vendors’ request, ACME had further requested and the Medan Vendors have agreed to defer the payment of RM5 million (being part of the 1st Tranche of the Medan Purchase Consideration which was supposed to be paid upon completion of the Medan SPA pursuant to the 1st Supplemental Medan SPA) to the 2nd Tranche of the Medan Purchase Consideration (which is payable without interest within 2 years after the completion of the Medan SPA). Such amendment will facilitate and expedite the completion of both Medan Acquisition and Focal Acquisition. ACME targets to raise approximately RM10 million pursuant to the Private Placement to fulfil the payment of RM10.1 million (which is the remaining amount of the Revised 1st Tranche as stipulated in the 2nd Supplemental Medan SPA).

 

(4) In any event, it has been agreed in the Medan SPA, the 1st Supplemental Medan SPA and the Focal SPA that these amounts (save for the RPGT Retention Sum) will be released together with interests to the Medan Vendors and the Focal Vendors. Therefore, the Company will not benefit from any interest earned or to be earned by holding these amounts.

 

(5) Notwithstanding the Amendments, the fundamental terms and conditions of the Medan SPA, the 1st Supplemental Medan SPA and Focal SPA remain the same which have been approved by the shareholders of ACME at the extraordinary general meeting held on 6 November 2019 (“EGM”), namely:

 

(a) Medan SPA and 1st Supplemental Medan SPA: acquisition by ACME of the entire share capital of Medan, comprising 37,255,000 ordinary shares in Medan, from the Medan Vendors for a total cash consideration of RM34,255,000.

 

(b) Focal SPA: acquisition by ACME of the entire share capital of Focal, comprising 5,831,216 ordinary shares in Focal, from the Focal Vendors for a total cash consideration of RM2,000,000.

 

(6) Save for the early releases of the First Payment pursuant to the 2nd Supplemental Medan SPA and the Focal Deposit pursuant to the Supplemental Letter as well as amendment to the payment schedule of the Medan Purchase Consideration, all other terms and conditions of the Medan SPA, the 1st Supplemental Medan SPA and Focal SPA remain unchanged.

 

(7) The Board of Directors of ACME is of the view that that the requests of the Medan Vendors and the Focal Vendors (in paragraph 2 above) were reasonable as the First Payment and the Focal Deposit to be released are refundable if the Medan SPA and the Focal SPA are terminated and necessary for the parties to commit to the completion of the Medan Acquisition and Focal Acquisition in view that the Medan Vendors and the Focal Vendors have fulfilled their condition precedent to extend the validity of the Development Order.

 

Despite the Amendments, there is no material variation to the Medan SPA, the 1st Supplemental Medan SPA and Focal SPA that will be detrimental to the interest of the shareholders of the Company. During the said EGM, the shareholders of ACME have given their approval for the terms and conditions of the Medan SPA, the 1st Supplemental Medan SPA and the Focal SPA. Further, the Board of Directors of ACME has also been empowered and authorised to take all such steps and do all things to enter into any agreements as the Board may deem necessary, expedient and/or appropriate to implement and give full effect to complete the Medan Acquisition and the Focal Acquisition with full powers to assent to any conditions, modifications, variations and/or amendments as the Board may in its absolute discretion deem fit, necessary, expedient and appropriate.

 

This announcement is dated 10 March 2020.






Announcement Info

Company Name ACME HOLDINGS BERHAD
Stock Name ACME
Date Announced 10 Mar 2020
Category General Announcement for PLC
Reference Number GA1-09032020-00057