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MULTIPLE PROPOSALS MAXIM GLOBAL BERHAD ("MAXIM GLOBAL OR THE "COMPANY") I. PROPOSED ACQUISITIONS; AND II. PROPOSED SHARE CONSOLIDATION (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

MAXIM GLOBAL BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
MAXIM GLOBAL BERHAD ("MAXIM GLOBAL OR THE "COMPANY")

I.	PROPOSED ACQUISITIONS; AND 

II.	PROPOSED SHARE CONSOLIDATION

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

On behalf of the Board of Directors of Maxim Global ("Board"), UOB Kay Hian Securities (M) Sdn Bhd ("UOBKH") wishes to announce that the Company proposes to undertake the following:-

i. proposed acquisition of 2 ordinary shares in Zapland Property Sdn Bhd ("ZPSB") ("ZPSB Sale Share(s)"), representing 100% equity interest in ZPSB from Gan Lee Ha and Lee Cheh Hian ("ZPSB Vendors") for a purchase consideration of RM39,034,668.65 ("ZPSB Purchase Consideration") to be satisfied via a combination of deferred cash consideration and the issuance of new ordinary shares in Maxim Global ("Maxim Global Share(s)" or "Share(s)") ("Consideration Share(s)") ("Proposed Acquisition of ZPSB");

ii. proposed acquisition of 2 ordinary shares in Asiatic Network Sdn Bhd ("ANSB") ("ANSB Sale Share(s)"), representing 100% equity interest in ANSB from Chai Chang Guan and Chai Seong Min ("ANSB Vendors") for a purchase consideration of RM32,196,845.87 ("ANSB Purchase Consideration") to be satisfied via a combination of deferred cash consideration and Consideration Shares ("Proposed Acquisition of ANSB");

iii. proposed acquisition of 4 ordinary shares in Brogan Maxim Sdn Bhd ("BMSB") ("BMSB Sale Share(s)"), representing 100% equity interest in BMSB from Datuk Seri Gan Seong Liam ("Datuk Seri Gan") and Gan Kuok Chyuan ("BMSB Vendors") for a purchase consideration of RM21,411,281.71 ("BMSB Purchase Consideration") to be satisfied via a combination of deferred cash consideration and Consideration Shares ("Proposed Acquisition of BMSB");

iv. proposed acquisition of 2 ordinary shares in Maxim Realty Sdn Bhd ("MRSB") ("MRSB Sale Share(s)"), representing 100% equity interest in MRSB from Datuk Seri Gan and Datin Seri Loh Foong Ping ("MRSB Vendors") for a purchase consideration of RM10,757,108.81 ("MRSB Purchase Consideration") to be satisfied via a combination of deferred cash consideration and Consideration Shares ("Proposed Acquisition of MRSB");

v. proposed acquisition of 13,110 ordinary shares in Maxim Holdings Sdn Bhd ("MHSB") ("MHSB Sale Share(s)"), representing 13.11% equity interest in MHSB from Sanlens Sdn Bhd ("MHSB Vendor" or "Sanlens") for a purchase consideration of RM15,600,094.96 ("MHSB Purchase Consideration") to be satisfied via a combination of deferred cash consideration and Consideration Shares ("Proposed Acquisition of MHSB"); and

Collectively referred to as the "Proposed Acquisitions"

vi. proposed consolidation of every 2 existing Maxim Global Shares into 1 Maxim Global Share ("Consolidated Share(s)") ("Proposed Share Consolidation").

The Proposed Acquisitions and Proposed Share Consolidation are collectively referred to as the "Proposals".

The Proposed Acquisitions are deemed as related party transactions ("RPTs") under Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") by virtue of the interests of the Interested Parties (as defined in the announcement below), further details as set out in Section 10 of the announcement below. Pursuant thereto, the Board (save for the Interested Directors) has appointed MainStreet Advisers Sdn Bhd to act as the independent adviser to advise the non-interested directors and non-interested shareholders of Maxim Global as to whether the Proposed Acquisitions are fair and reasonable so far as the non-interested directors and non-interested shareholders of the Company are concerned, and whether the Proposed Acquisitions are to the detriment of the non-interested shareholders of Maxim Global.

Further details of the Proposals are set out in the attachment enclosed.

 

This announcement is dated 13 April 2023.




Please refer attachment below.



Announcement Info

Company Name MAXIM GLOBAL BERHAD
Stock Name MAXIM
Date Announced 13 Apr 2023
Category General Announcement for PLC
Reference Number GA1-13042023-00092




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