INTRODUCTION
Raya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”) wishes to announce that the Company has on 9 April 2014 entered into a Share Sale Agreement (“SSA”) with following vendors (“Vendors”) to acquire a total of 400,000 units of ordinary shares of RM 1.00 each (“Sale Shares”) in Voyager Line Communications Sdn. Bhd. (“Voyager”) representing 100% of the issued and paid up share capital of Voyager for a total consideration of RM 1,100,000.00 vide issuance of 11,000,000 ordinary shares of RM 0.10 each in Raya (“Purchase Consideration”) , details of which as stated below (“Acquisition of Voyager”) :-
No | | | Purchase Consideration (RM) |
| Amreet Kaur A/P Jeet Singh | | |
| | | |
| | | |
DETAILS OF THE ACQUISITION OF VOYAGER
Information on Voyager
Voyager Line Communications Sdn Bhd (Company No: 1056851-D) is a private limited Company incorporated on 1 August 2013 under the Companies Act, 1965 and having a registered office at 25-5-16, Plaza Prima, 4 ½ Miles, Jalan Klang Lama, 58000 Kuala Lumpur.
The authorized share capital of Voyager is RM 400,000.00 divided into 400,000 units of ordinary shares of RM 1.00 each of which RM 400,000.00 comprising 400,000 units of ordinary shares of RM 1.00 each have been issued and fully paid-up.
The principal activity of Voyager involves building, construction and general trading.
Upon completion of the Acquisition of Voyager, Voyager will become a 100% owned subsidiary of Raya.
Salient terms of the SSA
CONDITIONS PRECEDENT
The SSA is expressly conditional upon:-
(a) Raya carrying out a due diligence on Voyager to their satisfaction (“Conditions Precedent”) and this Conditions Precedent is for the sole benefit of Raya and may be waived by Raya with or without terms or conditions.
(b) obtaining its Board and Shareholders approval respectively for the issuance of the 11,000,000 ordinary shares and other relevant approvals (wherever applicable)
(c) In the event that the due diligence on Voyager is not to the satisfaction of Raya and / or waived by Raya, the SSA shall be null and void and of no further force and effect neither party having any rights and obligations against the other.
The Sale Shares are to be acquired by Raya free from all claims, charges, liens and any encumbrances.
Purchase Consideration
(a) The Purchase Consideration of RM 1,100,000.00 shall be satisfied vide issuance of 11,000,000 shares to the Vendors by Raya
(b) Basis and justification of arriving at the Purchase Price
The basis for the Purchase Consideration is on “ willing buyer willing seller”.
(c) Sources of Funding
The Purchase Consideration shall be satisfied vide issuance of 11,000,000 shares to the Vendors by Raya
(d) Liabilities to be assumed
There are no liabilities, including contingent liabilities and guarantees, to be assumed by Raya pursuant to the Acquisition of Voyager.
RATIONALE FOR THE ACQUISITION OF VOYAGER
By acquiring Voyager which is currently involved in general trading of electrical goods to various organisations and Institutions, Raya expects to enhance its trading business.
EFFECTS OF THE ACQUISITION OF VOYAGER
The Acquisition of Voyager will not have any material effect on the share capital, substantial shareholders’ shareholdings of Raya and is not expected to have a material effect on the net assets, earnings and gearing of Raya for the financial year ending 31 December 2013.
APPROVALS REQUIRED
The Acquisition of Voyager is subject to the approval of the shareholders of Raya or relevant authorities.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and/or major shareholders of the Company or persons connected with them have any interest, direct or indirect in Acquisition of Voyager.
THE HIGHEST PERCENTAGE RATIO PURSUANT TO RULE 10.02 (G) OF THE ACE MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
The highest percentage applicable for the acquisition of Voyager pursuant to Rule 10.02(g) of the ACE Market Listing Requirement is 9.28 %
STATEMENT BY DIRECTORS
The Directors of the Company are of the opinion that the Acquisition of Voyager is fair and reasonable and is in the interest of the Raya Group.
This announcement is dated 9th April 2014.