CHINA STATIONERY LIMITED (“CSL” OR “COMPANY”)
PROPOSED ACQUISITION BY CSL OF 9.79% EQUITY INTEREST IN PELIKAN INTERNATIONAL
CORPORATION BERHAD (“PELIKAN”) FOR A TOTAL PURCHASE CONSIDERATION OF
RM50,000,000 (“PROPOSED ACQUISITION”)
1.
INTRODUCTION
The Board of Directors of CSL (“Board”) wishes to announce that CSL had, on 21 October 2012,
entered into two (2) conditional sale and purchase agreements (“SPAs”) with the following
vendors:(a)
Mahir Agresif (M) Sdn Bhd (“MASB”) and PBS Office Supplies Holding Sdn Bhd (“PBS”);
and
(b)
Persada Bina Sdn Bhd (“Persada”).
(MASB, PBS and Persada are collectively referred to as the “Vendors”).
The SPAs will result in CSL acquiring a total amount of 50,000,000 ordinary shares of RM1.00
each in Pelikan (“Pelikan Share(s)” or “Sale Share(s)”), representing 9.79% of the equity
interest in Pelikan for a total purchase consideration of RM50,000,000, equivalent to RM1.00 per
Pelikan Share (“Purchase Consideration”), which is to be satisfied by the issuance of up to
47,169,812 new ordinary shares of SGD0.001 or approximately RM0.0025032 (based on the
published middle exchange rate of SGD1.00:RM2.5032 as at 15 October 2012 by Bank Negara
Malaysia) each in CSL (“CSL Share(s)” or “Share(s)”) at an issue price of RM1.06 per CSL
Share (“Issue Price”).
2.
DETAILS FOR THE PROPOSED ACQUISITION
2.1
THE PROPOSED ACQUISITION
2.1.1
INFORMATION ON PELIKAN
Pelikan is a public listed company on the Main Market of Bursa Malaysia Securities Berhad
(“Bursa Securities”). The principal activities of Pelikan and its subsidiary companies (“Pelikan
Group”) include the manufacture and distribution of writing instruments, art, painting and hobby
products, school and office stationery, printer consumables, papeterie products, provision of
computer software and hardware products, provision of logistics services and investment
holding.
As at 15 October 2012, being the latest practicable date preceding the date of this
announcement (“LPD”), the authorised share capital and the issued and paid-up share capital of
Pelikan stood at RM1,000,000,000 comprising 1,000,000,000 Pelikan Shares and
RM510,381,250 comprising 512,796,061 Pelikan Shares (less treasury shares of 2,414,811)
respectively.
For the financial year ended (“FYE”) 31 December 2011, Pelikan recorded an increase in
revenue to RM1,923 million from RM1,787 million the previous financial year, representing an
increase of 7.61% and registered an earnings before interest, taxation, depreciation and
amortisation of RM20.6 million.
2.1.2
INFORMATION ON THE VENDORS
The details of the Sale Shares to be acquired by CSL from the respective Vendors are as
follows:-
No. of Sale
Shares
5,570,526
11,348,350
33,081,124
50,000,000
Vendors
MASB
PBS
Persada
Total
As a % of share
capital in
Pelikan
(%)
1.09
2.22
6.48
9.79
Purchase
Consideration
(RM)
5,570,526
11,348,350
33,081,124
50,000,000
2.1.2.1 MASB
MASB was incorporated on 16 March 1992 in Malaysia in accordance with the Malaysian
Companies Act, 1965 (“Act”). MASB is a private limited company and its principal activity is
investment holding.
As at the LPD, the issued and paid-up share capital of MASB stood at RM500,000 comprising
500,000 ordinary shares of RM1.00 each in MASB (“MASB Share(s)”).
The directors and substantial shareholders together with their respective shareholdings as at the
LPD are as follows:-
Name of directors
Ng Cheong Seng
Loo Hooi Keat
Loo Phik Yin
Name of substantial
shareholders
Loo Hooi Keat
Direct
No. of MASB
Shares
499,998
Direct
No. of MASB
Shares
499,998
(%)
100.00
-
(%)
100.00
Indirect
No. of MASB
Shares
Indirect
No. of MASB
Shares
-
(%)
-
(%)
-
2.1.2.2 PBS
PBS was incorporated on 10 April 1993 in Malaysia in accordance with the Act. PBS is a private
limited company and its principal activity is investment holding.
As at the LPD, the issued and paid-up share capital of PBS stood at RM35,000,000 comprising
35,000,000 ordinary shares of RM1.00 each in PBS (“PBS Share(s)”).
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The directors and substantial shareholders together with their respective shareholdings as at the
LPD are as follows:-
Name of directors
Loo Hooi Keat
Loo Seow Beng
Name of substantial
shareholders
Loo Hooi Keat
Marktrade Sdn Bhd
Direct
No. of PBS
Shares
18,684,000
Direct
No. of PBS
Shares
18,684,000
12,811,647
(%)
53.38
(%)
53.38
36.60
Indirect
No. of PBS
Shares
Indirect
No. of PBS
Shares
-
(%)
(%)
-
2.1.2.3 Persada
Persada was incorporated on 19 June 1993 in Malaysia in accordance with the Act. Persada is a
private limited company and is principally involved in the investment holding and construction of
engineering projects.
As at the LPD, the issued and paid-up share capital of Persada stood at RM1,000,000
comprising 1,000,000 ordinary shares of RM1.00 each in Persada (“Persada Share(s)”).
The directors and substantial shareholders together with their respective shareholdings as at the
LPD are as follows:Name of directors and
substantial shareholders
Md Yusoff @ Mohd Yusoff B.
Jaafar
Jason Young Cher Chiat
2.1.3
Direct
No. of Persada
Shares
(%)
Indirect
No. of Persada
Shares
(%)
700,000
70.00
-
-
300,000
30.00
-
-
BASIS OF DETERMINING THE PURCHASE CONSIDERATION
The Purchase Consideration was arrived at on a willing buyer-willing seller basis and represents
discounts to the net assets (“NA”) per share of Pelikan of RM1.39 and RM1.36 based on the
latest audited financial statements for the FYE 31 December 2011 and the latest unaudited
financial statements for the six (6)-month financial period ended 30 June 2012 respectively.
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2.1.4
MODE OF SETTLEMENT FOR THE PROPOSED ACQUISITION
The Purchase Consideration will be wholly settled via the issuance and allotment of up to
47,169,812 new CSL Shares at the Issue Price (“Consideration Shares”) upon confirmation that
all the conditions precedent of the SPAs have been fulfilled.
CSL has opted for the issuance of up to 47,169,812 new CSL Shares as payment for the
Purchase Consideration and additional 3,000,000 new CSL Shares as payment for the
professional fees (“Professional Fees Shares”) rather than other available financing alternatives
in view of the fact that:-
2.1.5
(a)
it allows cash conservation for the Company’s future working capital requirements; and
(b)
it enlarges the issued and paid-up share capital of CSL to better reflect the scale of the
Company’s operations after completion of the Proposed Acquisition.
SALIENT TERMS OF THE SPAs
The salient terms of the SPAs which are similar to each other are set out below. The sale and
purchase of the Sale Shares are conditional upon the following conditions precedent being
th
fulfilled on or before the forty-fifth (45 ) day from the date of the SPAs (“Longstop Date”), inter
alia:-
2.1.6
(a)
the representations, warranties and undertakings on part of CSL and the Vendors being
true in all material respects on and as of the completion date which means seven (7)
market days after the fulfillment and/or waiver of the last of the conditions precedent,
such date being in any event not later than the Longstop Date (“Completion Date”);
(b)
the performance and compliance with all the covenants and conditions required by the
SPAs on, or prior to, the Completion Date;
(c)
the approval of the Vendor’s board of directors in respect of the sale of the Sale Shares
under the SPAs;
(d)
the approval of CSL’s board of directors in respect of the issue of the Consideration
Shares to the Vendor as consideration for the acquisition by CSL of the Sale Shares;
(e)
the approval of Bursa Securities for the listing of and quotation for the Consideration
Shares; and
(f)
the approval of Bursa Securities for the transfer of the Sale Shares which constitutes a
transaction in securities entered into outside the automated and computerised securities
trading system established by Bursa Securities.
ASSUMPTION OF LIABILITIES, CONTINGENT LIABILITIES AND GUARANTEES
There are no liabilities, including contingent liabilities and guarantees to be assumed by CSL
arising from the Proposed Acquisition.
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2.2
THE CONSIDERATION SHARES AND THE PROFESSIONAL FEES SHARES
2.2.1
BASIS OF ARRIVING AT THE ISSUE PRICE
The fixing of the Issue Price was determined after taking into consideration of the following:-
2.2.2
(a)
at the five (5)-day weighted average market price (“WAMP”) of CSL Shares up to 18
October 2012 of RM1.06; and
(b)
not less than the par value of CSL Shares of SGD0.001 or approximately RM0.0025032
each.
RANKING OF THE CONSIDERATION SHARES AND THE PROFESSIONAL FEES SHARES
The Consideration Shares and the Professional Fees Shares shall upon allotment and issue,
rank pari passu in all respects with the existing CSL Shares, save and except that they shall not
be entitled to any dividends, rights, allotment and/or other distributions which are declared, made
or paid prior to the date of the allotment of the Consideration Shares and the Professional Fees
Shares.
2.2.3
LISTING OF THE CONSIDERATION SHARES AND THE PROFESSIONAL FEES SHARES
An application will be made to Bursa Securities for the listing of and quotation for the
Consideration Shares and the Professional Fees Shares on the Main Market of Bursa Securities.
2.2.4
GENERAL MANDATE UNDER THE COMPANY’S BYE-LAW 12 (“COMPANY’S BYE-LAW
12”)
The issuance of the new CSL Shares is implemented pursuant to the Company’s shareholders’
approval under the Company’s Bye-law 12 which was obtained during the Annual General
Meeting (“AGM”) of the Company held on 29 June 2012, authorising the Board to issue new
shares in the Company of not exceeding 10% of CSL’s issued and paid-up share capital
(excluding treasury shares) (“General Mandate”). The General Mandate shall continue to be in
force until the conclusion of the next AGM of the Company, which is expected to be after the
completion of the Proposed Acquisition.
To date, the Company did not issue any shares pursuant to the General Mandate.
On 24 August 2012, the Company obtained its shareholders approval at a Special General
Meeting for the bonus issue of 596,295,388 warrants in CSL (“Bonus Issue of Warrants”) on
the basis of one (1) Warrant for every two (2) existing CSL Shares held on the entitlement date,
12 September 2012 (“Warrants”). Subsequently on 27 August 2012, the exercise price was fixed
at RM1.15 per Warrant. The Bonus Issue of Warrants was completed on 28 September 2012.
For illustration purpose only, assuming no exercise of the outstanding Warrants and upon
completion of the Proposed Acquisition, the Company would have issued 4.21% of the number
of issued and paid-up share capital, which stood at 1,192,590,776 CSL Shares as at the LPD.
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3.
RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition represents a strategic move on the part of CSL and its subsidiary
companies (“CSL Group”) as it will immediately provide a pathway for both the CSL Group and
the Pelikan Group to work together to grow the business in the sales, distribution and
procurement of Pelikan’s stationery products in the markets, and to fully leverage on the CSL
Group’s strong market network and access, namely China. The Pelikan Group has more than
170 years of experience and knowledge in the stationery industry and is highly recognized as
one of the leading stationery brand worldwide. The Proposed Acquisition will also enhance the
value and recognition of CSL as a global stationery player.
It is also envisaged that the Proposed Acquisition will enhance the strategic collaboration
between the two (2) groups and will provide and create synergy and value-added enhancement
to the parties in terms of sharing of resources, market insights and networking, which will lead to
the added benefit of cost effectiveness in the operation of the respective groups.
4.
PROSPECTS FOR THE PROPOSED ACQUISITION
The Pelikan Group has two (2) major brands, namely Pelikan and Herlitz which are brands with
over a century old German heritage known for their high quality and innovative diverse range
products.
The Pelikan Group’s main market in Europe is still mired with economic issues which is causing
uncertainties and affecting consumer sentiments as a whole. The Pelikan Group is taking such
opportunities at times of uncertainties to embark on a reorganisation exercise both at the
operational structure level and also product levels to improve the operational efficiencies and also
margin contributions of its products.
The reorganised operating structure is geared towards balancing the current level of business
with the right operating cost structures and capitalising on any reversionary trends in the
economic conditions which may have a positive impact on revenues and incremental to the
Pelikan Group’s bottom line results.
The markets outside Europe are still growing albeit the growth as a percentage to the overall
turnover is small. Nevertheless, the Pelikan Group will continue its efforts in developing such
markets especially in regions such as Latin America and Asia which has good growth prospects.
(Source: The latest available interim financial report of Pelikan, 30 June 2012)
5.
RISK FACTORS FOR THE PROPOSED ACQUISITION
The Proposed Acquisition will not materially change the risk profile of CSL’s business. Given that
Pelikan operates in the same industry as CSL, the Company will be exposed to similar business,
operational and financial risks inherent in the business of manufacturing and distribution of
stationery products. These risks include but are not limited to:-
5.1
Business risks
As Pelikan is operating in the stationery industry, its business is subject to certain risks inherent in
the ordinary course of manufacturing and distribution of stationery products, which would be
similiar to the risks currently faced by the Company. Among others, these risks include the supply
of raw materials, labour, increase in raw materials and labour costs, and changes in the general
economy as well as business and credit conditions.
5.2
Substitute products
The development of the information technology and communications technology market provides
for alternative writing systems which is currently a challenge for the players in the stationery
industry. The introduction of other mediums for correspondences and communication such as emails and personal digital assistants (“PDA”) has provided substitutes for traditional writing
instruments. In order to maintain the use of traditional writing instruments, cross-technological
solutions such as the multifunctional pens PDA tips are introduced in the product lines. The major
players in the stationery industry are also promoting the status orientation of fine writing
instruments and the personalisation of correspondences through writing rather than typing.
5.3
International competitors
Both CSL and Pelikan may face competition from other international manufacturers and
distributors, and there can be no assurance that both companies will be able to maintain their
existing competitiveness and market share in the future.
5.4
Completion risks
The completion of the Proposed Acquisition is conditional upon the conditions precedent of the
SPAs being fulfilled or waived by the completion date. There can be no assurance that the
conditions precedent will be fulfilled and/or waived.
6.
EFFECTS OF THE PROPOSED ACQUISITION
The effects of the Proposed Acquisition on the Company’s share capital, substantial
shareholders’ shareholdings, earnings and earnings per CSL share (“EPS”), and NA per CSL
Share and gearing of CSL are set out below based on the following scenarios:Minimum scenario:Assuming none of the outstanding Warrants is exercised prior to the implementation of the
Proposed Acquisition.
Maximum scenario:Assuming all outstanding Warrants are fully exercised prior to the implementation of the
Proposed Acquisition.
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6.1
Share Capital
The proforma effects of the Proposed Acquisition on the issued and paid-up share capital of CSL
as at the date of this announcement are as follows:<--Minimum scenario-->
Number of
CSL Shares
(‘000)
(RM’000)
As at the 30 April 2012
<--Maximum scenario-->
Number of
CSL Shares
(‘000)
(RM’000)
1,192,591
2,859
1,192,591
2,859
To be issued pursuant to exercise of
Warrants
-
-
596,295
1,493^
Total issued and paid-up share capital
after the exercise of Warrants
1,192,591
2,859
1,788,886
4,352
50,170
126^
50,170
126^
1,242,761
2,985
1,839,056
4,478
To be issued
Acquisition*
pursuant
to
Proposed
Enlarged issued and paid-up share
capital after the Proposed Acquisition
Notes:^
Based on the exchange rate of SGD1.00:RM2.5032 as at the LPD.
*
This amount includes the issuance of 3,000,000 new CSL Shares at the Issue Price as the expenses which
entails the payment of professional fees for the Proposed Acquisition.
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6.2
Substantial Shareholders’ Shareholdings
The Proposed Acquisition will not have any effect on the substantial shareholders’ shareholdings of CSL for the FYE 31 December 2012,
save for the dilution in their percentage of equity in the Company as a result of the increase in the number of CSL’s Shares in issue,
arising from the issuance of the Consideration Shares and the Professional Fees Shares. The effects of the Proposed Acquisition on the
shareholdings of the substantial shareholders of CSL are illustrated below:Minimum scenario
Existing as at the LPD
Direct
Indirect
No. of Shares
No. of Shares
(‘000)
(%)
(‘000)
Substantial Shareholders
Lead Champion Group Limited
Chan Fung @ Kwan Wing Yin
Jiang Danping
Angus Kwan Chun Jut
Loo Hooi Keat
MASB
PBS
Persada
893,000
-
74.88
-
893,000
(a)
893,000
(a)
893,000
(a)
(%)
74.88
74.88
74.88
-
After the Proposed Acquisition
Direct
Indirect
No. of Shares
No. of Shares
(‘000)
(%)
(‘000)
893,000
5,255
10,706
31,209
71.86
0.42
0.86
2.51
893,000
(a)
893,000
(a)
893,000
(b)
15,961
(a)
Notes:(a)
Deemed interested pursuant to Section 6A of the Act by virtue of his interests in Lead Champion Group Limited, the substantial shareholder of the Company.
(b)
Deemed interested pursuant to Section 6A of the Act by virtue of his interests in MASB and PBS, the substantial shareholders of the Company.
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(%)
71.86
71.86
71.86
1.28
-
Maximum scenario
Proforma I
Substantial Shareholders
Existing as at the LPD
Direct
Indirect
No. of
No. of
Shares
Shares
(‘000)
(%)
(‘000)
Lead Champion Group Limited
Chan Fung @ Kwan Wing Yin
Jiang Danping
Angus Kwan Chun Jut
Loo Hooi Keat
MASB
PBS
Persada
893,000
-
74.88
-
893,000
(a)
893,000
(a)
893,000
(a)
(%)
74.88
74.88
74.88
-
Assuming full exercise of Warrants
Direct
Indirect
No. of
No. of
Shares
Shares
(‘000)
(%)
(‘000)
(%)
1,339,500
-
74.88
-
1,339,500
(a)
1,339,500
(a)
1,339,500
(a)
74.88
74.88
74.88
-
Proforma II
After Proforma I and the
Proposed Acquisition
Direct
Indirect
No. of
No. of
Shares
Shares
(‘000)
(%)
(‘000)
1,339,500
5,255
10,706
31,209
72.84
0.29
0.58
1.70
1,339,500
(a)
1,339,500
(a)
1,339,500
(b)
15,961
(a)
Notes:-
6.3
(a)
Deemed interested pursuant to Section 6A of the Act by virtue of his interests in Lead Champion Group Limited, the substantial shareholder of the Company.
(b)
Deemed interested pursuant to Section 6A of the Act by virtue of his interests in MASB and PBS, the substantial shareholders of the Company.
Earnings and EPS
The Proposed Acquisition is not expected to have any material effect on the earnings and EPS of CSL for the FYE 31 December 2012.
The future contribution from the Proposed Acquisition may contribute positively to the future earnings of CSL Group.
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(%)
72.84
72.84
72.84
0.87
-
6.4
NA per CSL Share and Gearing
The proforma effects of the Proposed Acquisition on the NA per CSL Share and gearing of CSL are set out below:Minimum scenario
Proforma I
Proforma II
Audited as at
31 December 2011
(RM’000)
After the
cancellation of
treasury shares
and the public
(a)
issue
(RM’000)
Bonus Issue of
(b)
Warrants
(RM’000)
After Proforma I
and the Proposed
(c)
Acquisition
(RM’000)
Share capital
Share premium
Merger deficit
Statutory reserve
Treasury shares
Capital reserve
Translation reserve
Warrant reserve
Retained earnings
Shareholders’ funds/NA
2,646
87,535
(1,875)
45,118
(1,390)
29
34,315
776,680
943,058
2,859
167,856
(1,875)
45,118
29
34,315
769,956
1,018,258
2,859
30,708
(1,875)
45,118
29
34,315
137,148
769,556
1,017,858
2,985
83,762
(1,875)
45,118
29
34,315
137,148
769,556
1,071,038
No. of CSL Shares (‘000)
1,105,326
1,192,591
1,192,591
1,242,761
0.85
0.85
0.85
0.86
24,467
24,467
24,467
24,467
0.03
0.02
0.02
0.02
NA per Share attributable to ordinary shareholders of the
Company (RM)
Borrowings
Gearing (times)
Notes:Based on the exchange rate of SGD1.00:RM2.5032 as at the LPD.
(a)
After taking into account the cancellation of 2,735,540 treasury shares on 6 January 2012, the public issue of 90,000,000 new shares in the Company at the issue
price of RM0.95 per share pursuant to the Company’s listing on the Main Market of Bursa Securities which was completed on 24 February 2012 (“Listing
Exercise”) and deduction of expenses of RM10.3 million in relation to the Listing Exercise.
(b)
After deducting estimated expenses in relation to the Bonus Issue of Warrants of RM400,000.
(c)
Taking into account the issuance of the Consideration Shares and the Professional Fees Shares at the Issue Price.
Maximum scenario
Proforma I
Proforma II
Proforma III
Bonus Issue of
(b)
Warrants
(RM’000)
After Proforma I
and assuming full
exercise of
(c)
Warrants
(RM’000)
After Proforma II
and the Proposed
(d)
Acquisition
(RM’000)
2,859
167,856
(1,875)
45,118
29
34,315
769,956
1,018,258
2,859
30,708
(1,875)
45,118
29
34,315
137,148
769,556
1,017,858
4,352
852,103
(1,875)
45,118
29
34,315
769,556
1,703,598
4,478
905,157
(1,875)
45,118
29
34,315
769,556
1,756,778
1,105,326
1,192,591
1,192,591
1,788,886
1,839,056
0.85
0.85
0.85
0.95
0.96
24,467
24,467
24,467
24,467
24,467
0.03
0.02
0.02
0.01
0.01
Audited as at
31 December 2011
(RM’000)
After the
cancellation of
treasury shares
and the public
(a)
issue
(RM’000)
Share capital
Share premium
Merger deficit
Statutory reserve
Treasury shares
Capital reserve
Translation reserve
Warrant reserve
Retained earnings
Shareholders’ funds/NA
2,646
87,535
(1,875)
45,118
(1,390)
29
34,315
776,680
943,058
No. of CSL Shares (‘000)
NA per Share attributable to ordinary
shareholders of the Company (RM)
Borrowings
Gearing (times)
Notes:Based on the exchange rate of SGD1.00:RM2.5032 as at the LPD.
(a)
After taking into account the cancellation of 2,735,540 treasury shares on 6 January 2012, the Listing Exercise and the deduction of expenses of RM10.3 million in
relation to the Listing Exercise.
(b)
After deducting estimated expenses in relation to the Bonus Issue of Warrants of RM400,000.
(c)
Based on the exercise price of RM1.15 per Warrant. The said exercise price represents a premium of RM0.014 (or 1.23% premium) to the five (5)-day WAMP of
CSL Shares up to and including 24 August 2012, being the last market day prior to the price fixing date.
(d)
Taking into account the issuance of the Consideration Shares and the Professional Fees Shares at the Issue Price.
7.
APPROVALS REQUIRED
The implementation of the Proposed Acquisition is subject to the following approvals being obtained:-
8.
(a)
Bursa Securities, for the listing of and quotation for the Consideration Shares and the
Professional Fees Shares on the Main Market of Bursa Securities; and
(b)
any other relevant authority/party, if required.
INTER-CONDITIONALITY
The two (2) SPAs are not inter-conditional upon each other for the Proposed Acquisition.
9.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the directors and/or major shareholders of CSL and/or persons connected to them have any
interest, direct or indirect in the Proposed Acquisition.
10.
DIRECTORS’ RECOMMENDATION
The directors of CSL, having considered all aspects of the Proposed Acquisition, are of the opinion
that the Proposed Acquisition is in the best interest of the Company.
11.
AUDIT COMMITTEE’S STATEMENT
The Audit Committee of CSL, after having considered all aspects of the Proposed Acquisition, is of
the view that the Proposed Acquisition is:-
12.
(a)
in the best interest of CSL;
(b)
fair and reasonable and on normal commercial terms; and
(c)
not detrimental to the interests of the non-interested shareholders of CSL.
ESTIMATED TIMEFRAME FOR SUBMISSION
The application in respect of the listing of the Consideration Shares and the Professional Fees
Shares to be issued pursuant to the Proposed Acquisition is expected to be submitted to the relevant
authorities within one (1) month from the date of this announcement.
13.
ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the
fourth quarter of 2012.
14.
PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g)
of the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”) is 5.30%
based on the Purchase Consideration for the Proposed Acquisition of RM50,000,000 compared with
the audited consolidated NA attributable to the owners of CSL for the FYE 31 December 2011 of
RM943,058,000.
15.
CONDITION OF THE PROPOSED ACQUISITION
This announcement is made pursuant to Paragraph 10.06(1) of the Listing Requirements.
The Proposed Acquisition is not subject to the approvals of any other governmental authority and/or
the shareholders of CSL.
16.
ADVISER
The Proposed Acquisition is not a related party transaction and therefore, do not require the
appointment of an adviser pursuant to Paragraph 10.08(2) of the Listing Requirements.
17.
DOCUMENTS FOR INSPECTION
The two (2) SPAs will be available for inspection at the registered office of CSL at Level 18, The
Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia from
Mondays to Fridays (except public holidays) for a period of three (3) months commencing from the
date of this announcement.
This announcement is dated 22 October 2012.