ADVANCECON HOLDINGS BERHAD ("ADVANCECON" OR "THE COMPANY")
- SETTLEMENT AGREEMENT BETWEEN SE SATU SDN. BHD. AND SPRING ENERGY SDN. BHD., ITS INDIRECT 51% OWNED SUBSIDARIES WITH CITAGLOBAL BERHAD (FORMERLY KNOWN AS WZ SATU BERHAD) AND SALE AND PURCHASE AGREEMENT BETWEEN SINERGI DAYANG SDN. BHD. AND SE SATU SDN. BHD.

We refer to your Company’s announcement dated 22 December 2022, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1)   Section 2.1

a)   To state whether there is any subsidiary company held under SE Satu. To also state whether there is any other asset e.g. land or building held by SE Satu.

b)   To provide summary of the audited and/or unaudited financial information on SE Satu for the past 3 years including net profits and net assets.

2)   Section 3

To provide the following information on the Land:

a)   The size of the land (in square meter or hectare).

b)   Type of estate or plantation and present use of the Land.

c)   Age/ maturity of the crops and past production of the crops as well as the revenue/profit generated for the past 3 years (if any).

3)   Section 4

a)   To provide basis of arriving at the following considerations, other than on a “willing buyer willing seller” basis:

i)    RM4,796,204.97 or RM1.38 per ordinary shares in SE Satu in respect of the Proposed Acquisition; and

ii)   RM10,081,822.50 in respect of the Proposed Disposal.

b)   To state the estimated market value of the surrounding Land and the basis in arriving at the estimated market value as well as to explain how such information was obtained if there was no independent market valuation carried out for the Land. To also state whether the Disposal Consideration is at a premium or discount to the estimated market value and justification of the same.

c)   To state reason for selling the Land at a discount to net book value of the Land as at 31 December 2021.

4)   Section 5

a)  To further explain on the mode of settlement for the 2 transactions by disclosing the deposit sum already paid together with the source of funding (if any) and the detailed steps/methods in settling the balance consideration sum to show how the consideration amount will be used to settle/partly-settle the amount owing between the parties involved.

b)  To provide other salient terms of the SPA including but not limited to information on conditions precedent, events of default and the applicable termination and penalty clauses.

5)   Section 6

a)   To provide the rationale for undertaking debt settlement by SESB acquiring balance 49% stake in SE Satu but parting with its asset i.e. Land held by SE Satu pursuant to the Proposed Disposal.

b)   To quantify the outstanding amount owed by SE Satu to SESB and/or CGB and the purpose of the loan extended by SESB and/or CGB.

c)   To explain the urgency in recovering part of the outstanding amount owing between the parties by undertaking the Proposed Acquisition and the Proposed Disposal and how the proposals are regarded as the best possible arrangement by comparing it with other option(s) explored. To also disclose the future plans for SE Satu upon completion of the Proposed Acquisition.

d)   To state the intended utilisation of the sale proceeds from the Proposed Disposal together with the breakdown amount for each purpose of utilisation and the estimated timeframe for full utilisation of proceeds.

6)   Section 8

      To provide a note to explain/illustrate the increase in the ‘Reserves’ and ‘Shareholders’equity’ for the ‘After Disposal’ scenario.

7)   Section 11

      To state whether the Proposed Acquisition and the Proposed Disposal are inter-conditional/ conditional upon each other.

8)   Others

      To quantify the expected profit/ loss from the Proposed Disposal to ADVCON group and illustrate how to derive at the said amount.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Please also furnish to the Exchange the computation of percentage ratios applicable to the Proposed Acquisition and the Proposed Disposal.

Yours faithfully,

Listing 

Regulation
 

Cc : Market Surveillance Dept. , Securities Commission