Others

BackApr 17, 2014
Type Announcement
Subject OTHERS
Description PROPOSED SALE AND PURCHASE TRANSACTION BETWEEN AUTO PARTS MANUFACTURERS CO. SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF APM AUTOMOTIVE HOLDINGS BERHAD (“APM” or “THE COMPANY”), AND FUJI SEATS (MALAYSIA) SDN BHD, A 60% OWNED SUBSIDIARY OF AUTO PARTS HOLDINGS SDN BHD WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, OF ALL THAT PIECE OF FREEHOLD LAND TOGETHER WITH THE BUILDINGS ERECTED THEREON HELD UNDER TITLE NO. HSD 47672, PT 16201, TOWN OF SERENDAH, DISTRICT OF ULU SELANGOR, STATE OF SELANGOR MEASURING APPROXIMATELY 16,172 SQUARE METRES FOR A CASH CONSIDERATION OF RM18,100,000.00 (“PROPOSED TRANSACTION”)

We refer to the announcement of APM Automotive Holdings Berhad (“APM”) under reference no. AA-140413-79834 made on 16 April 2014 in relation to the Proposed Transaction and wish to provide the following additional information:

 

(i) Highest Percentage Ratio Applicable to the Proposed Transaction

 

The highest percentage ratio applicable to the Proposed Transaction pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Listing Requirements”) is 1.7% based on the audited financial statements of APM for the financial year ended 31 December 2013.

 

(ii) Approval Required

 

The Proposed Transaction is subject to the approval of shareholders of APM at the forthcoming Annual General Meeting (“AGM”) pursuant to Section 132E of the Companies Act, 1965 (“Act”).

 

The Proposed Transaction is not regarded as a related party transaction in accordance with Paragraph 10.08(11)(l) of the Bursa Listing Requirements.

 

(iii) Directors’ and Major Shareholders’ Interests

 

Tan Chong Consolidated Sdn Bhd (“TCC”) is a major shareholder of APM. Dato’ Tan Heng Chew, a director of APM, by virtue of his shareholdings in TCC and Wealthmark Holdings Sdn Bhd (“WH”) is deemed to be interested in the APM shares held by TCC and WH and is therefore a major shareholder of APM. Dato’ Tan Heng Chew is also a director of TCC. 

             Dato’ Tan Eng Hwa, a director of APM is also a director of Auto Parts Manufacturers Co. Sdn Bhd (“APMCo”) and Fuji Seats (Malaysia) Sdn Bhd (“Fuji Seats”) and a brother of Dato’ Tan Heng Chew. Mr. Nicholas Tan Chye Seng, a director of APM, is the son of Dato’ Tan Heng Chew and the nephew of Dato’ Tan Eng Hwa.  

             TCC, WH, Dato’ Tan Eng Hwa, Mr. Nicholas Tan Chye Seng, APMCo and Fuji Seats are persons connected with Dato’ Tan Heng Chew by virtue of the provisions of Section 122A of the Act.

             The directors who are interested in the Proposed Transaction have abstained and will continue to abstain from deliberation and voting on the resolutions in respect of the Proposed Transaction at the relevant meetings of the Board.

             The directors and major shareholders who are interested in the Proposed Transaction will abstain and have undertaken to ensure that the persons connected with them will abstain from voting in respect of their direct and indirect shareholdings in the Company on the relevant resolution pertaining to the Proposed Transaction to be tabled at the forthcoming AGM.

Save as disclosed above, none of the Directors, Major Shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Transaction.

This announcement is dated 17 April 2014.

 


Announcement Info

Company Name APM AUTOMOTIVE HOLDINGS BERHAD  
Stock Name APM    
Date Announced 17 Apr 2014  
Category General Announcement
Reference No AA-140417-67322