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GRAND-FLO SOLUTION BERHAD (“GRAND-FLO” OR “COMPANY”) APPLICATION IN RELATION TO THE PROPOSED ACQUISITIONS OF 100% EQUITY INTEREST IN SPRITVEST SDN BHD AND DATA CENTRIX SDN BHD FOR A TOTAL PURCHASE CONSIDERATION OF RM14,000,000 (“PROPOSED ACQUISITIONS”)

GRAND-FLO SOLUTION BERHAD

Type

Announcement
SubjectGRAND-FLO SOLUTION BERHAD (“GRAND-FLO” OR “COMPANY”)

APPLICATION IN RELATION TO THE PROPOSED ACQUISITIONS OF 100% EQUITY INTEREST IN SPRITVEST SDN BHD AND DATA CENTRIX SDN BHD FOR A TOTAL PURCHASE CONSIDERATION OF RM14,000,000 (“PROPOSED ACQUISITIONS”)

Contents :

Further to the Company’s announcement dated 7 June 2006, K&N Kenanga Berhad (“Kenanga”), on behalf of the Board of Directors of Grand-Flo, is pleased to announce that the Securities Commission (“SC”) had vide its letter dated 11 July 2006 (“Approval Letter”) approved the Proposed Acquisitions, subject to the following terms and conditions:-


Terms:-

(i) acquisition by Grand-Flo of the entire equity interest of Spritvest Sdn Bhd (“Spritvest”) and Data Centrix Sdn Bhd (“Data Centrix”) for a total purchase consideration of RM14,000,000 (or an amount as adjusted pursuant to the Share Acquisition Agreement between Grand-Flo and the vendors of Spritvest and Data Centrix, namely Othman Bin Bakri and Cheng Ping Liong (“Vendors”)) to be satisfied in the following manner:-


    (a) RM7,000,000 via the issuance of 13,333,333 new ordinary shares of RM0.10 each in Grand-Flo (“Grand-Flo Shares”) to the Vendors; and

    (b) The balance amount in cash, payable to the Vendors.

(ii) listing and quotation for the new Grand-Flo Shares to be issued and allotted to the Vendors, as part of the purchase consideration for the Proposed Acquisitions, on the MESDAQ Market of Bursa Malaysia Securities Berhad.


Conditions:-

(i) The Vendors to covenant and irrevocably undertake to Grand-Flo’s Board of Directors in writing that the Vendors shall assume full responsibility for penalty/demand for any payment of tax (against Spritvest) that may be imposed by the Inland Revenue Board (‘IRB”) arising from late, improper and/or under payment of tax for the period between 1997 and 2004;

(ii) The Board of Directors of Grand-Flo are to enforce the covenant and irrevocable undertaking provided by the Vendors in the event of any penalty/demand for payment of tax (against Spritvest) imposed by the IRB arising from late, improper and/or under payment of tax for the period between 1997 and 2004;

(iii) K & N Kenanga Bhd / Grand-Flo to fully comply with the relevant requirements pertaining to the implementation of the above proposals as stipulated in the Listing Requirements of Bursa Malaysia Securities Berhad for the MESDAQ Market; and

(iv) K & N Kenanga Bhd/Grand-Flo to inform the SC upon completion of the proposals.


This announcement is dated 12 July 2006.




Announcement Info

Company NameGRAND-FLO SOLUTION BERHAD (MESDAQ Market) 
Stock Name GRANFLO    
Date Announced12 Jul 2006  
CategoryGeneral Announcement
Reference NoO&-060712-63842



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