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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS NESTCON BERHAD ("NESTCON" OR "THE COMPANY") - SUPPLEMENTAL AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION BY NESTCON SUSTAINABLE SOLUTIONS SDN. BHD., THE WHOLLY-OWNED SUBSIDIARY OF NESTCON, OF THE ENTIRE EQUITY INTEREST IN CENTRAL SOLAR SDN. BHD. ("CSSB")

NESTCON BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
NESTCON BERHAD ("NESTCON" OR "THE COMPANY") - SUPPLEMENTAL AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION BY NESTCON SUSTAINABLE SOLUTIONS SDN. BHD., THE WHOLLY-OWNED SUBSIDIARY OF NESTCON, OF THE ENTIRE EQUITY INTEREST IN CENTRAL SOLAR SDN. BHD. ("CSSB")
Unless otherwise defined, all capitalised terms used herein shall have the same meanings referred to in the announcement on 1 April 2022 (“Acquisition of CSSB Announcement”). Further to the Acquisition of CSSB Announcement, the Board of Directors of the Nestcon (“Board”) wishes to announce the following:-

That the Purchaser had on 24 June 2022 entered in to a supplemental share sale agreement with the Vendor (“Supplemental SSA”) to vary and modify the terms in the Share Sale Agreement dated 1 April 2022 (“SSA”), where the Parties have agreed that:-

i. Notwithstanding that the SSA had yet to be rendered unconditional, the completion of the sale and purchase of the Sale Shares shall occur upon the payment by the Purchaser of RM1 million (in accordance with Clause 2.3(b)(i) and the Sale Shares being registered in the name of the Purchaser, whichever the later. The Vendor had on 25 April 2022 effectively transferred the Sale Shares to the Purchaser and the Purchaser had on the 28 April 2022 fully paid the said sum of RM1 million;

ii. The legal, financial and business due diligence on CSSB to continue after the completion of the SSA and that the Purchaser shall only settle the remaining Purchase Consideration by issuing the Consideration Shares under Clause 2.3(a) of the SSA and pay the remaining Cash Consideration under Clause 2.3(b)(ii) upon satisfactory due diligence; and

iii. In the event due diligence is not satisfactory by 6 September 2022, the Purchase Consideration shall be downward adjusted whereby of the sum of RM1 million already paid shall be treated as full and final settlement of the Purchase Consideration.

In this respect, the Purchaser had on 28 April 2022 completed the acquisition of the CSSB.

This announcement is dated 24 June 2022.





Announcement Info

Company Name NESTCON BERHAD
Stock Name NESTCON
Date Announced 24 Jun 2022
Category General Announcement for PLC
Reference Number GA1-23062022-00072




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