JOHAN

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MULTIPLE PROPOSALS JOHAN HOLDINGS BERHAD ("JOHAN" OR THE "COMPANY") I. PROPOSED ACQUISITION; II. PROPOSED DIVERSIFICATION; III. PROPOSED RIGHTS ISSUE WITH WARRANTS; IV. PROPOSED OFFER TO SUBSCRIBE; AND V. PROPOSED RIGHT TO EXECUTE THE WORKS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

JOHAN HOLDINGS BERHAD

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

I.	PROPOSED ACQUISITION;
II.	PROPOSED DIVERSIFICATION;
III.	PROPOSED RIGHTS ISSUE WITH WARRANTS;
IV.	PROPOSED OFFER TO SUBSCRIBE; AND
V.	PROPOSED RIGHT TO EXECUTE THE WORKS

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

On behalf of the Board of Directors of Johan ("Board"), UOB Kay Hian Securities (M) Sdn Bhd ("UOB Kay Hian") wishes to announce that the Company proposes to undertake the following:-

i. Dynacare Sdn Bhd ("Dynacare"), a wholly-owned subsidiary of Johan, had on 29 March 2021 entered into a sale and purchase agreement ("SPA") with Small Medium Enterprise Development Bank Malaysia Berhad ("SME Bank") ("Vendor") for the proposed acquisition by Dynacare of a parcel of industrial land bearing title particulars PN 296104, Lot 15528, Mukim Lumut, District of Manjung, Perak Darul Ridzuan ("Subject Property") for a purchase consideration of RM27,300,000 to be satisfied entirely via cash ("Purchase Consideration") ("Proposed Acquisition");

ii. diversification of the existing principal activities of Johan and its subsidiaries ("Johan Group" or the "Group") to include the manufacturing, sale and distribution of gloves including other personal protective equipment and related products ("Gloves Business"), pharmaceutical and medical products and devices and services as well as related upstream and downstream activities ("Proposed Diversification");

iii. a renounceable rights issue of 389,342,813 new ordinary shares in Johan ("Johan Share(s)" or "Share(s)") ("Rights Shares") on the basis of 1 Rights Share for every 2 existing Johan Shares held, together with 389,342,813 free detachable warrants in Johan ("Warrant(s)") on the basis of 1 Warrant for every 1 Rights Share subscribed for, at an issue price of RM0.10 per Rights Share on an entitlement date to be determined and announced later ("Proposed Rights Issue with Warrants");

iv. Johan had via its letter of offer dated 29 March 2021 extended an offer to George Kent (Malaysia) Berhad ("George Kent") to subscribe for 40% equity interest in Dynacare at the issue price of RM1.00 per ordinary share and Johan to hold the balance 60% equity interest. The intended equity to be contributed by shareholders for Dynacare is RM100,000,000 ("Letter of Offer") ("Proposed Offer to Subscribe").

George Kent had on 29 March 2021, accepted the Letter of Offer which is subject to Johan and George Kent obtaining their respective shareholders' approval; and

v. Dynacare to give the Right to George Kent to build the manufacturing plant and installation of machinery for the Gloves Business ("Gloves Manufacturing Plant") on the Subject Property for a contract sum of approximately RM624,100,000 (excluding sales and service tax) ("Proposed Right to Execute the Works").

The Proposed Acquisition, Proposed Diversification, Proposed Rights Issue with Warrants, Proposed Offer to Subscribe and the Proposed Right to Execute the Works are collectively referred to as the "Proposals".

Further details of the Proposals are set out in the attachment enclosed.

 

This announcement is dated 29 March 2021.




Please refer attachment below.

Attachments

Johan - Proposals (final).pdf
613.0 kB



Announcement Info

Company Name JOHAN HOLDINGS BERHAD
Stock Name JOHAN
Date Announced 29 Mar 2021
Category General Announcement for PLC
Reference Number GA1-29032021-00130