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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS FGV HOLDINGS BERHAD ("FGV" OR "THE COMPANY") - PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST OF MSM PERLIS SDN BHD FOR AN AGGREGATE CASH CONSIDERATION OF RM175.0 MILLION (SUBJECT TO ADJUSTMENT FOR NET DEBT AND NET WORKING CAPITAL AT COMPLETION DATE)

FGV HOLDINGS BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
FGV HOLDINGS BERHAD ("FGV" OR "THE COMPANY") - PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST OF MSM PERLIS SDN BHD FOR AN AGGREGATE CASH CONSIDERATION OF RM175.0 MILLION (SUBJECT TO ADJUSTMENT FOR NET DEBT AND NET WORKING CAPITAL AT COMPLETION DATE)

The Board of Directors of the Company (“Board”) wishes to announce that its wholly-own subsidiary, FGV Integrated Farming Holdings Sdn Bhd has on 30 April 2021 entered into a binding term sheet (“Term Sheet”) with MSM Malaysia Holdings Berhad (“MSM”) setting out the salient terms for the proposed acquisition of 37,354,500 ordinary shares constituting 100% of the entire issued and paid up share capital in MSM Perlis Sdn Bhd (“MSM Perlis”) as at the date of the Term Sheet, and all ordinary shares to be issued and allotted to MSM pursuant to a proposed capitalisation by MSM Perlis prior to the signing of the Share Sale Agreement (“Proposed Acquisition”) for a cash consideration of RM175.0 million, subject to adjustment for net debt and net working capital at completion of the Proposed Acquisition.

In view of the interests of three (3) of the directors and certain major shareholders of the Company, the Proposed Acquisition is deemed to be a related party transaction pursuant to Chapter 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Proposed Acquisition is conditional upon approvals being obtained from the following:

(i) the shareholders of MSM at a general meeting to be convened; and

(ii) any other relevant authorities and/or parties, if required.

The Proposed Acquisition is not conditional upon any other corporate exercise being undertaken by the Company, which has been announced but pending completion.

Please refer to the attachment for further details on the Proposed Acquisition.

Also enclosed is the press release on the said transaction for reference.

This announcement is dated 30 April 2021.

 




Please refer attachment below.



Announcement Info

Company Name FGV HOLDINGS BERHAD
Stock Name FGV
Date Announced 30 Apr 2021
Category General Announcement for PLC
Reference Number GA1-28042021-00048




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