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OTHERS MAGNA PRIMA BERHAD ("MAGNA" OR THE "THE COMPANY") -PROPOSED DISPOSAL OF ENTIRE EQUITY INTEREST IN MAGNA MIX SDN. BHD.
MAGNA PRIMA BERHAD |
Type | Announcement | ||||||||||||||||||||||||||||||||||||||||
Subject | OTHERS |
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Description | MAGNA PRIMA BERHAD ("MAGNA" OR THE "THE COMPANY") -PROPOSED DISPOSAL OF ENTIRE EQUITY INTEREST IN MAGNA MIX SDN. BHD. |
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1. INTRODUCTION
The Board of Directors of Magna (“Board”) wishes to announce that the Company had on 8 September 2025 entered into a Sale and Purchase Agreement (“SPA”) with Fong Teck Keong (“the Purchaser”) for the disposal of the entire equity interest in Magna Mix Sdn Bhd [Registration No. 200701042247 (800279-H)](“MMSB”) comprising 2,600,000 ordinary shares for a total cash consideration of RM1.00 (Ringgit Malaysia One) only (“Disposal Consideration”) (“Proposed Disposal”).
Upon completion of the Proposed Disposal, MMSB shall cease to be a wholly-owned subsidiary of the Company.
(MMSB and the Purchaser shall hereinafter be collectively referred to as the “Parties” and individually as the “Party”).
2. INFORMATION OF THE PARTIES
2.1 Information on MMSB
MMSB was incorporated in Malaysia on 21 December 2007 as a private company limited by shares under the Companies Act, 1965. As of the date of this announcement, the issued paid-up capital of MMSB is RM2,600,000.00 divided into 2,600,000 ordinary shares. The principal activity of MMSB is manufacturing and trading in ready-mixed concrete.
The directors and shareholder of MMSB are set out in the table below:
The summary of the audited financial information of MMSB for the financial year ended 31 December 2024 is as follows:
2.2 Information on the Purchaser
The Purchaser, Mr Fong Teck Keong is a Malaysian, Chinese, resides in Malaysia.
3. RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposal will provide an opportunity for the Company to unlock and divest its investment in MMSB taking into consideration that the operation of MMSB is not considered an essential segment of Magna and its subsidiaries (“the Group”).
4. BASIS AND JUSTIFICATION FOR ARRIVING AT THE PROPOSED DISPOSAL CONSIDERATION
The sale consideration of RM1.00 was arrived at on a willing buyer willing seller basis after taking into consideration the shareholders’ funds based on the audited financial statements of MMSB for the financial year ended 31 December 2024 and will be fully satisfied in cash. The Proposed Disposal is expected to result in a pro forma gain on disposal to the Group as set out below:
5. SALIENT TERMS OF THE SPA
The words and abbreviations used throughout this section of the Announcement shall have the same meaning as defined in the SPA unless the context otherwise requires or is defined herein.
In the SPA, the salient terms of the SPA amongst others, are the following:-
(i) Payment of Purchase Price
The parties agree and confirm that the Purchase Price shall be paid by the Purchaser to the Company upon the execution of the Agreement.
(ii) Delivery of Documents
1. Upon the execution of the Agreement as soon as reasonably practicable, the Company shall deliver to the Purchaser the following:-
i. The share certificates to the Said Shares together with the duly executed undated transfer forms in respect thereof in favour of the Purchaser or his nominee(s); ii. The Company’s and/or the directors’ circular resolutions in accordance with its Memorandum and Articles of Association approving the sale and transfer of the Said Shares to the Purchaser or his nominee(s); iii. The directors’ circular resolutions in accordance with its Memorandum and Articles of Association approving the appointment of directors nominated by the Purchaser; iv. The letter of resignation as directors of the Company’s nominated directors in MMSB.
(the above document are collectively referred to as “the Completion Documents”)
2. The Purchaser shall be entitled to transfer or cause to transfer the Said Shares and to generally bring into full force and effect the Completion Documents into his name or his nominee or nominees subject always and upon full payment of the Purchase Price and the loan.
(iii) Resignation as Director
Magna hereby agree and confirm that Magna shall resign as director of MMSB upon the execution of SPA. Magna shall also upon execution of SPA cause its nominated directors to tender the letter of resignation from their executive positions (if any) which shall take effect on the date of SPA. It is hereby expressly agreed by the party tendering such resignation that the resignation is voluntarily made and such party shall thereafter have no claims whatsoever against Magna for anything arising from his/ her employment.
6. DATE AND ORIGINAL COST OF INVESTMENT
The cost of investment and the date of investment by Magna in MMSB are as follows:
7. PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 4.18% based on the audited consolidated financial statements of Magna for the financial year ended 31 December 2024.
8. ASSUMPTION OF LIABILITIES
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company pursuant to the Proposed Disposal.
9. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal is not expected to have any material impact on the issued share capital, net assets per share, earnings per share and gearing of the Group for the financial year ending 31 December 2025.
10. APPROVAL REQUIRED
The Proposed Disposal is not subject to the approval of the shareholders of Magna and/or any other regulatory authorities.
11. RISK FACTORS
The Proposed Disposal is not expected to pose any risk factors which could materially and/or adversely affect the business operations and financial performance of the Group.
12. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed within two months from the execution of the SPA.
13. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDER AND/OR PERSONS CONNECTED TO THEM
None of the Directors and/or the substantial shareholders of Magna and/or persons connected to them has any direct or indirect interest in the Proposed Disposal.
14. DIRECTORS’ STATEMENT
The Board of Directors, after due consideration of all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Group.
15. DOCUMENTS FOR INSPECTION
A copy of the SPA will be available for inspection at the registered office of the Company at B-21-1, Level 21, Tower B, Northpoint Mid Valley City, No. 1, Medan Syed Putra Utara, 59200 Kuala Lumpur during normal office hours from Mondays to Fridays (except for public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 8 September 2025. |
Announcement Info
Company Name | MAGNA PRIMA BERHAD |
Stock Name | MAGNA |
Date Announced | 08 Sep 2025 |
Category | General Announcement for PLC |
Reference Number | GA1-04092025-00081 |