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.
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