SEM

2.000

(%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS 7-ELEVEN MALAYSIA HOLDINGS BERHAD ("SEM" OR THE "COMPANY") PROPOSED DISPOSAL BY CONVENIENCE SHOPPING (SABAH) SDN BHD ("CSSSB"), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF ITS ENTIRE 75% EQUITY INTEREST IN CARING PHARMACY GROUP BERHAD ("CARING") TO BIG PHARMACY HOLDINGS SDN BHD ("BIG PHARMACY" OR "PURCHASER") FOR A CASH CONSIDERATION OF RM675.0 MILLION ("PROPOSED DISPOSAL")

7-ELEVEN MALAYSIA HOLDINGS BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
7-ELEVEN MALAYSIA HOLDINGS BERHAD ("SEM" OR THE "COMPANY")

PROPOSED DISPOSAL BY CONVENIENCE SHOPPING (SABAH) SDN BHD ("CSSSB"), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF ITS ENTIRE 75% EQUITY INTEREST IN CARING PHARMACY GROUP BERHAD ("CARING") TO BIG PHARMACY HOLDINGS SDN BHD ("BIG PHARMACY" OR "PURCHASER") FOR A CASH CONSIDERATION OF RM675.0 MILLION ("PROPOSED DISPOSAL")

We refer to the Company's announcements dated 21 July 2023 and 21 September 2023, and the circular to shareholders dated 29 November 2023 ("Circular") in relation to the Proposed Disposal. Unless otherwise stated, the abbreviations used herein shall have the same meaning as the said announcements and Circular.

 

On behalf of the Board, RHB Investment Bank wishes to announce that Indo Ventures Sdn Bhd ("IVSB"), a wholly-owned subsidiary of SEM, has been nominated by CSSSB and approved by BIG Pharmacy to undertake the Indonesian Business Carve-Out.

 

Accordingly, IVSB had on 30 November 2023 entered into the following agreements:

 

(i)     the deed of shares sale and purchase with CPRM (as vendor) for the acquisition by IVSB (as purchaser) of the entire 50.1% equity interest in ECI held by CPRM for a cash consideration of RM5,510,581;

 

(ii)     the adherence agreement with CPRM, PT Era Prima Indonesia and ECI to bind IVSB to the terms of the shareholders’ agreement executed between CPRM and PT Era Prima Indonesia governing the relationship between CPRM and PT Era Prima Indonesia as the existing shareholders of ECI; and

 

(iii)     the adherence agreement with CPRM, PT Era Prima Indonesia and EFI which:

 

         (a)      records the sale and transfer of the entire unsecured mandatory convertible bonds held by CPRM in EFI to IVSB for a cash consideration of RM5,074,060; and

 

         (b)     binds IVSB to the terms of the governance agreement executed between CPRM, PT Era Prima Indonesia and EFI governing the relationship between CPRM (as the existing bondholder) and PT Era Prima Indonesia (as the controlling and majority shareholder of EFI).

 

The Indonesian Business Carve-Out has been completed on 30 November 2023 following the payment of the Indonesian Consideration of an aggregate amount of RM10,584,641 by IVSB to CPRM, the legal transfer of shares in ECI held by CPRM to IVSB and the transfer of the unsecured mandatory convertible bonds in EFI held by CPRM to IVSB.

 

Further details of the Indonesian Business Carve-Out are set out in the attachment below.

 

 

This announcement is dated 30 November 2023.




Please refer attachment below.



Announcement Info

Company Name 7-ELEVEN MALAYSIA HOLDINGS BERHAD
Stock Name SEM
Date Announced 30 Nov 2023
Category General Announcement for PLC
Reference Number GA1-30112023-00086