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- Transactions (Chapter 10 Of Listing Requirements)- Non Related Party Transactions

BackMar 04, 2013
Type Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID YL-130301-52818
Subject - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
- NON RELATED PARTY TRANSACTIONS
Description MBM RESOURCES BERHAD ("MBMR" or "the Company")
SHARE SALE AND PURCHASE AGREEMENT (“SPA”) BETWEEN MBM RESOURCES BERHAD (“MBMR”) AND MITSUI & CO., LTD. (“MITSUI”) ON ADDITIONAL EQUITY PARTICIPATION BY MITSUI IN DAIHATSU (MALAYSIA) SDN. BHD. (“DMSB”)
Query Letter Contents We refer to your Company's announcement dated 27 February 2013 in respect of
the above matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-

1. The intended application of the sale proceeds and the breakdown, including
the time frame for full utilisation of the proceeds.

2. The net assets and net profits of the DMSB based on the audited accounts as
at 31 December 2011.

3. The condition precedents and other salient terms of the SPA.

4. The time and place where the SPA, SA and JVA may be inspected, and the
period during which these agreements may be inspected.

Please furnish Bursa Securities with your reply via an announcement within one
(1) market day from the date hereof.
Yours faithfully

TAN YEW ENG
Head, Issuers
Listing Division, Regulation

TYE/yls
c.c .Head, Market Surveillance Department, Securities Commission (via fax)

 Reference is made to our previous announcement dated 27 February 2013 pertaining to the entry by the Company of a Share Sale and Purchase Agreement with Mitsui & Co., Ltd (“Mitsui”) (“SPA”) to dispose of 4,000,000 ordinary shares of RM1.00 each representing 20% of the issued and paid-up share capital held by MBMR in DMSB to Mitsui (“the Acquisition by Mitsui” or “the Disposal by MBMR”).

Pursuant to the query letter from Bursa Malaysia Securities Berhad to MBM Resources Berhad (“MBMR” or “the Company”) dated 1 March 2013 in relation to the Company's announcement dated 27 February 2013, the Board of Directors of MBMR wishes to inform as follows :

(1)         The intended application of the sale proceeds and the breakdown, including time frame for full utilisation of the proceeds

The Board of Directors of MBMR intends that the proceeds from the Disposal by MBMR will be used to meet the working capital requirements of the Company and the repayment of borrowings over the next 18 months.

(2)         The net assets and net profits of the DMSB based on the audited accounts as at 31 December 2011

(a)           Net Profits Attributable to the Sale Shares

The audited consolidated net profits of DMSB for the year ended 31 December 2011 attributable to the Sale Shares was RM6.2 million.

(b)          Net Tangible Assets (“NTA”) Attributable to the Sale Shares

The audited NTA value of DMSB as at 31 December 2011 attributable to the Sale Shares was RM60.0 million.

(3)         The conditions precedent and other salient terms of the SPA

All conditions precedent under the SPA having been fulfilled prior to completion of the Acquisition and Disposal, there are no further approvals to be obtained.

(4)         The time and place where the SPA, SA and JVA may be inspected, and the period during which these agreements may be inspected.

Copies of the SPA and the Supplementary Agreement between Med Bumikar Mara Sdn Bhd, MBM Resources Bhd, Mitsui & Co., Ltd and Daihatsu Motor Co Ltd are available for inspection by shareholders at the Registered Office of MBMR at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from 27 February 2013.

 

This announcement is dated 4 March 2013.

 


Announcement Info

Company Name MBM RESOURCES BHD  
Stock Name MBMR    
Date Announced 4 Mar 2013  
Category General Announcement
Reference No CK-130304-32661