CANONE

2.650

-0.02 (-0.7%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS CAN-ONE BERHAD ("CAN-ONE" OR "COMPANY") DISPOSAL BY CAN-ONE OF THE ENTIRE ISSUED SHARE CAPITAL OF F & B NUTRITION SDN BHD, THROUGH THE DISPOSAL OF CAN RIDGE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF CAN-ONE ("DISPOSAL")

CAN-ONE BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
CAN-ONE BERHAD ("CAN-ONE" OR "COMPANY")

DISPOSAL BY CAN-ONE OF THE ENTIRE ISSUED SHARE CAPITAL OF F & B NUTRITION SDN BHD, THROUGH THE DISPOSAL OF CAN RIDGE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF CAN-ONE ("DISPOSAL")

We refer to the earlier announcements as well as the circular to shareholders of Can-One dated 25 July 2019 (“Circular”) in relation to the Disposal. Unless otherwise stated, all terms used in this announcement shall have the same meaning as defined in the earlier announcements and the Circular.

On behalf of the Board, RHB Investment Bank Berhad wishes to announce that the Company has, on 23 September 2019, entered into a supplemental agreement to the SPA with WDPL to vary certain terms of the SPA (“Supplemental Agreement”) to facilitate the financing arrangements for WDPL and completion of the SPA.

The salient terms of the Supplemental Agreement are as set out below:

1.    Pre-Completion

1.1  First Pre-Completion Date

On a date falling three (3) business days from the Unconditional Date (“First Pre-Completion Date”), against delivery by Can-One of (i) the relevant completion documents to effect the transfer of the Sale Shares to ADCSB and WDPL’s Financier (or its nominee), and (ii) such relevant documents required for the disbursement of the Acquisition Facility by WDPL’s Financier, and subject to the receipt of the Redemption cum Undertaking by WDPL, WDPL shall, among others:

(i)     pay or cause to be paid an amount equal to RM200.0 million (“Differential Amount”) to Can-One’s solicitors as stakeholder; and

(ii)    deliver to Can-One a letter of undertaking from WDPL’s Financier to pay an amount equal to RM550.0 million less the redemption amount to Can-One on the Completion Date, subject to the terms of the SPA and Supplemental Agreement.

For information purposes, Can-One’s solicitors will place the Differential Amount in an interest bearing monthly fixed deposit with a licensed financial institution or bank in Malaysia, and all interest that accrues on the Differential Amount (if any) shall be credited to Can-One on the Completion Date, subject to the terms of the Supplemental Agreement.

1.2  Second Pre-Completion Date

On a date falling seven (7) business days from the Unconditional Date or such other date falling after the Unconditional Date to be mutually agreed between the Parties (“Second Pre-Completion Date”), Can-One shall deliver the identified completion documents, being part of the completion deliverables specified in the SPA, to WDPL’s solicitors, to be released to WDPL on the Completion Date.

2.   Completion

On the Completion Date:

(i)     WDPL shall, against compliance by Can-One of the terms of the Supplemental Agreement, authorise its solicitors to release the Differential Amount (including all interest accrued thereon, if any) to Can-One as full and final discharge of WDPL’s obligations to pay the Tranche 1 Amount; and

(ii)    Can-One shall, against compliance by WDPL of the terms of the Supplemental Agreement, release the remaining completion deliverables as specified in the SPA which have not been delivered prior to the Completion Date, to WDPL or its solicitors pursuant to the terms of the Supplemental Agreement.

For the avoidance of doubt, there is no change to the basis of determining the Disposal Consideration and the mode of settlement of the Disposal Consideration.

A copy of the Supplemental Agreement will be made available for inspection at the registered office of Can-One at 2B-4, Level 4, Jalan SS 6/6, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

 

This announcement is dated 23 September 2019.






Announcement Info

Company Name CAN-ONE BERHAD
Stock Name CANONE
Date Announced 23 Sep 2019
Category General Announcement for PLC
Reference Number GA1-23092019-00095