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EQUATOR LIFE SCIENCE BERHAD (“EQUATOR” OR THE “COMPANY”) PROPOSED DISPOSAL BY EQUATOR OF ITS 100% EQUITY INTEREST IN BIOTROPICS CENTRE SDN BHD (“BCSB”) COMPRISING TWO (2) ORDINARY SHARES OF RM1.00 EACH IN BCSB TO YIEW KWANG PUI FOR A TOTAL CASH CONSIDERATION OF RM 174,000.00 (“PROPOSED DISPOSAL”)

EQUATOR LIFE SCIENCE BERHAD

TypeAnnouncement
SubjectEQUATOR LIFE SCIENCE BERHAD (“EQUATOR” OR THE “COMPANY”)

PROPOSED DISPOSAL BY EQUATOR OF ITS 100% EQUITY INTEREST IN BIOTROPICS CENTRE SDN BHD (“BCSB”) COMPRISING TWO (2) ORDINARY SHARES OF RM1.00 EACH IN BCSB TO YIEW KWANG PUI FOR A TOTAL CASH CONSIDERATION OF RM 174,000.00 (“PROPOSED DISPOSAL”)
ContentsINTRODUCTION
The Board of Directors of EQUATOR (“Board”) wishes to announce that EQUATOR had, on 6 January 2009 entered into a share sale agreement (“SSA”) with Yiew Kwang Pui (“Purchaser”) for the disposal of two (2) ordinary shares of RM1.00 each in a wholly-owned subsidiary, BCSB, representing 100% equity interest in BCSB for a total cash consideration of RM174, 000.00 (“Disposal Consideration”).

INFORMATION OF BCSB
BCSB was incorporated in Malaysia on 10 October 2005 under the Companies Act, 1965. The authorised share capital of BCSB is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each and its issued and paid-up share capital is RM2.00 comprising 2 ordinary shares of RM1.00 each. EQUATOR had on 12 October 2005 acquired 100% equity in BCSB for a total consideration RM 2.00.

The principal activity of BCSB is investment holding.

INFORMATION OF THE PURCHASER
Yiew Kwang Pui is a Malaysian having a residential address of 1406, Jalan Sri Putri 4/4, Taman Putri Kulai, 81000, Kulai, Johor, and is actively involve in horticulture and agriculture sector.

SALIENT TERMS OF THE SSA
EQUATOR shall sell and transfer to the Purchaser and the Purchaser shall purchase the Sale Shares free from all encumbrances for a cash consideration of RM174,000 subject to terms and condition contained in SSA. The Disposal Consideration is payable as follows:-
(i) Cash deposit of RM11,800 payable to EQUATOR upon execution of the SSA; and
(ii) RM106,200 payable to EQUATOR upon the completion of the transfer of the Sale Shares to the Purchaser and RM56,000 payable to Ebiza Industries Sdn Bhd on behalf of EQUATOR for outstanding rental due to Ebiza Industries Sdn Bhd.

Under the SSA, EQUATOR shall be held liable on all the outstanding debts incurred by BCSB prior to the Completion Date and shall waive all debts owing by BCSB to EQUATOR.

BASIS OF ARRIVING AT THE DISPOSAL CONSIDERATION
The Disposal Consideration was arrived at on a willing-buyer willing-seller basis and taking into consideration of the audited net liabilities of BCSB as at 31 December 2007.

EXPECTED GAIN / LOSS FROM THE PROPOSED DISPOSAL
Upon completion, there is no gain or loss arising from the Proposed Disposal for the financial year ending 31 December 2009.

UTILISATION OF THE PROCEEDS
The net disposal proceeds from the Proposed Disposal of RM118,000 is proposed to be utilized for working capital purposes. The balance of RM56,000 of the Disposal Consideration shall be paid by the Purchaser to Ebiza Industries Sdn Bhd for settling the rental owed by Equator.

LIABILITIES TO BE ASSUMED
There are no liabilities (including contingent liabilities and guarantees) to be assumed by the Purchaser.

RATIONALE FOR THE PROPOSED DISPOSAL
BCSB is a net liability company and has been incurring losses. BCSB has also made capital commitment amounting to RM1.2 million for the acquisition of land in the District of Banting in the state of Selangor. The Proposed Disposal is in line with the Company ongoing rationalization and cost containment plans.

FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal will not have any substantial effect on Equator’s share capital, substantial shareholders’ shareholdings, net assets, earnings and gearing for the financial year ending 31 December 2009.

ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed within one (1) month from the date of SSA.

INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED
None of the Directors and major shareholders of EQUATOR and /or persons connected to them, as defined in the Listing Requirements of Bursa Malaysia Securities Berhad for the MESDAQ Market, have any interest, direct or indirect, in the Proposed Disposal.

DIRECTORS’ RECOMMENDATION
After considering all aspects of the Proposed Disposal, the Board is of the opinion that the Proposed Disposal is in the best interests of the Equator Group.

To the best knowledge of the Board, the Proposed Disposal is not subject to the approval of shareholders of Equator or any relevant authorities.

The announcement is dated 6 January 2009.


Announcement Info

Company NameEQUATOR LIFE SCIENCE BERHAD (MESDAQ Market) 
Stock Name EQUATOR    
Date Announced6 Jan 2009  
CategoryGeneral Announcement
Reference NoCC-090106-E52C2



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