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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS VERTICE BERHAD ("VERTICE" OR "THE COMPANY") PROPOSED DISPOSAL OF 40% EQUITY INTEREST IN KUMPULAN VOIR SDN BHD BY VERTICE TO DISTINCT SEASONS SDN BHD FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM9.0 MILLION ("PROPOSED DISPOSAL")

VERTICE BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
VERTICE BERHAD ("VERTICE" OR "THE COMPANY")
PROPOSED DISPOSAL OF 40% EQUITY INTEREST IN KUMPULAN VOIR SDN BHD BY VERTICE TO DISTINCT SEASONS SDN BHD FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM9.0 MILLION ("PROPOSED DISPOSAL")

(Unless stated otherwise or defined herein, the abbreviation used in this announcement shall have the same meanings as defined in the announcement dated 20 April 2022 in relation to the Proposed Disposal.)

 

Reference is made to the earlier announcement dated 20 April 2022 in relation to the Proposed Disposal.

 

Clause 4.1 of the Disposal SSA states that “The Completion of the sale and purchase of the Sale Shares shall take place at such place as may be agreed between the Parties, on the Completion Date”.

 

The “Completion Date” was defined as the date of the payment of the First Payment, being the first payment of RM1.0 million to be paid by the Purchaser to the Vendor upon the execution of the Disposal SSA.

 

The Board of Directors wishes to clarify that :-

 

(i) the completion of the Disposal SSA shall take place upon the performances of the parties of the following:

 

a. the payment of the First Payment by the Purchaser; and

b. the Vendor shall execute and deposit the following documents with the Purchaser immediately upon the execution of the Disposal SSA:

(aa) the valid but unstamped form of transfer of securities pursuant to Section 105 of the Act duly executed by the Vendor as transferor of the Sale Shares;

(bb) the original share certificates in respect of the Sale Shares free from all encumbrances and with full legal and beneficial title duly registered in the name of Vendor;

(cc) the undated directors’ resolution in writing (“DRW”) of Kumpulan Voir duly signed by all directors of the Kumpulan Voir approving and authorising the transfer and registration of the Sale Shares in the name of the Purchaser, the issuance of the new share certificates in the name of the Purchaser; and the cancellation of the previous share certificates registered in the name of the Vendor;

(dd) the undated DRW of Kumpulan Voir duly signed by all directors of the Kumpulan Voir approving the appointment of such persons as the Purchaser may nominate as the directors of the Kumpulan Voir; and

(ee) the undated DRW of the Kumpulan Voir duly signed by all the directors of Kumpulan Voir authorizing the change of signatories of all bank account(s) of the Kumpulan Voir to  the representative nominated by the Purchaser, if required.

 

(ii) Upon the fulfillment of the aforesaid or waiver of any of the aforesaid requirement above by the Purchaser, the Disposal SSA is deemed completed i.e. the transaction cannot be reversed nor terminated and what left is for the Vendor to collect the Balance Payment from the Purchaser; and

 

(iii) at the same time, the obligation of the Purchaser to pay the Balance Payment remains a contractual obligations post completion.

 

Based on the above, the Proposed Disposal is expected to be completed in the second quarter of 2022.

 

This announcement is dated 26 April 2022.

 






Announcement Info

Company Name VERTICE BERHAD
Stock Name VERTICE
Date Announced 26 Apr 2022
Category General Announcement for PLC
Reference Number GA1-25042022-00039