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BURSA ANNOUNCEMENTS

Date : 25 February 2016

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS TALIWORKS CORPORATION BERHAD ("TCB" OR THE "COMPANY") (I) PROPOSED DISPOSALS OF TCB'S ENTIRE INVESTMENT IN THE PEOPLE'S REPUBLIC OF CHINA FOR AN AGGREGATE CASH CONSIDERATION OF UNITED STATES DOLLARS 54.6 MILLION (EQUIVALENT TO APPROXIMATELY RM230 MILLION); AND (II) PROPOSED ACQUISITION OF 35% OF THE ISSUED AND PAID-UP ORDINARY SHARES IN SWM ENVIRONMENT HOLDINGS SDN BHD FOR A CASH CONSIDERATION OF RM245 MILLION

TALIWORKS CORPORATION BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description 
TALIWORKS CORPORATION BERHAD ("TCB" OR THE "COMPANY")

(I)	PROPOSED DISPOSALS OF TCB'S ENTIRE INVESTMENT IN THE PEOPLE'S REPUBLIC OF CHINA FOR AN AGGREGATE CASH CONSIDERATION OF UNITED STATES DOLLARS 54.6 MILLION (EQUIVALENT TO APPROXIMATELY RM230 MILLION); AND
(II)	PROPOSED ACQUISITION OF 35% OF THE ISSUED AND PAID-UP ORDINARY SHARES IN SWM ENVIRONMENT HOLDINGS SDN BHD FOR A CASH CONSIDERATION OF RM245 MILLION

On behalf of the Board of Directors of the Company, CIMB Investment Bank Berhad and Hong Leong Investment Bank Berhad wish to announce that the Company had on 25 February 2016 entered into the following agreements:

(i) a conditional share sale agreement with LGB Group (HK) Limited (“LGB HK”) for the disposal of TCB’s entire investment in the People’s Republic of China comprising:
  (a) 100 ordinary shares at Hong Kong Dollar (“HKD”) 100 in aggregate in Taliworks International Limited (“TIL”), a wholly-owned subsidiary of the Company, representing 100% equity interest in TIL (“Proposed TIL Disposal”);
  (b) 12,000,000 ordinary shares at HKD12,000,000 in aggregate in Taliworks (Sichuan) Limited (“TSL”), an 80%-owned subsidiary of the Company, representing 80% equity interest in TSL (“Proposed TSL Disposal”);
  (c) 100 ordinary shares of RM1.00 each in SWM Technologies (Malaysia) Sdn Bhd (“SWMT”) and 19,000,000 redeemable non-cumulative preference shares  of RM0.01 each in SWMT, a wholly-owned subsidiary of the Company, representing 100% equity interest in SWMT (“Proposed SWMT Disposal”); and
  (d) the assignment from the Company to LGB HK of all outstanding shareholders’ loans and/or shareholders’ advances owing by TIL and TSL to the Company as at 25 February 2016 (“Proposed Assignment”),
  for an aggregate cash consideration of United States Dollars 54.6 million (equivalent to approximately RM230 million); and
(ii) a conditional share purchase agreement with Conseec Gali Sdn Bhd and Esys Montenay (Malaysia) Sdn Bhd to acquire an aggregate of 3,501 ordinary shares of RM1.00 each in SWM Environment Holdings Sdn Bhd (“SWMH”), representing 35% of the total issued and paid-up ordinary shares in SWMH, for an aggregate cash consideration of RM245 million (“Proposed Acquisition”).

The Proposed TIL Disposal, Proposed TSL Disposal, Proposed SWMT Disposal and Proposed Assignment are collectively referred to as the “Proposed Disposals”. The Proposed Disposals and Proposed Acquisition are collectively referred to as the “Proposals”.

Kindly refer to the attached document for the details of the Proposals.

This announcement is dated 25 February 2016.


Please refer attachment below.

Attachments

Taliworks Corporation Berhad - Announcement - 25 Feb 2016.pdf
394.0 kB


Announcement Info

Company Name TALIWORKS CORPORATION BERHAD
Stock Name TALIWRK
Date Announced 25 Feb 2016
Category General Announcement for PLC
Reference Number GA1-25022016-00120



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