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BURSA ANNOUNCEMENTS

Date : 25 March 2022

OTHERS TALIWORKS CORPORATION BERHAD ("TCB" OR "COMPANY") - PROPOSED ACQUISITION II (AS DEFINED BELOW)

TALIWORKS CORPORATION BERHAD

Type Announcement
Subject OTHERS
Description
TALIWORKS CORPORATION BERHAD ("TCB" OR "COMPANY") - PROPOSED ACQUISITION II (AS DEFINED BELOW)

TALIWORKS CORPORATION BERHAD ("TCB" OR "COMPANY") 

 

PROPOSED ACQUISITION OF THE REMAINING EQUITY INTEREST IN FORTUNE 11 SDN BHD, CORPORATE SEASON SDN BHD AND SILVERSTAR PAVILION SDN BHD BY TALIWORKS RENEWABLES SDN BHD, A WHOLLY OWNED SUBSIDIARY OF TCB, FROM SEV RENEWABLES SDN BHD, A WHOLLY OWNED SUBSIDIARY OF SUN ENERGY VENTURES SDN BHD (“PROPOSED ACQUISITION II”)

 

(Capitalised terms used in this announcement shall have the same meanings as those used in the Company’s announcements in relation to the Proposed Acquisition II dated 15 December 2020, 18 December 2020, 12 March 2021 and 16 December 2021 unless otherwise stated.)

 

We refer to the Company’s announcements in relation to the Proposed Acquisition II dated 15 December 2020, 18 December 2020, 12 March 2021 and 16 December 2021.

 

The Company wishes to announce that TRSB has on 25 March 2022 entered into a letter agreement with SEV Renewables and Mr. Todd Morath setting out the agreed position in relation to the sale of the F11 Shares, CS Shares and SP Shares held by SEV Renewables (“Letter Agreement”) on the terms of the SEV SPA with certain amendments, among others:

 

(a) revision of the Long Stop Date to 15 June 2022 or such other date as TRSB and SEV Renewables may agree in writing;

 

(b) revision of the Purchase Price to RM37.50 million (“New Purchase Price”). A deposit of RM3.63 million shall be payable in cash within five business days from the signing of the Letter Agreement and the remaining RM33.87 million shall be payable in cash on the Completion Date; and

 

(c) inclusion of additional Conditions to the SESH SPA that will not (i) render any additional liability on TRSB or (ii) increase the New Purchase Price.

 

The New Purchase Price was arrived at on a “willing buyer willing seller” basis, which was derived based on the DCF methodology using the revised future cash flows of the FIAHs and applying a relevant discount rate in arriving at the net present value, taking into account the existing debt, liabilities and cash in the FIAHs. In justifying the New Purchase Price, the Company has taken into consideration that:

 

(a) the rationale and benefits of the Proposed Acquisition II as set out in Section 3 of the Company’s announcement in relation to the Proposed Acquisition II dated 15 December 2020; and

 

(b) the prospects of the FIAHs as set out in Section 5 of the Company’s announcement in relation to the Proposed Acquisition dated 30 November 2020,

 

remains the same as at the date of this Announcement.

 

There is no material change to the proforma effects of the Proposed Acquisition II on the NA per TCB Share and EPS as set out in Sections 5.1 and 5.2 of the Company’s announcement in relation to the Proposed Acquisition II dated 15 December 2020 arising from the New Purchase Price.

 

None of the Directors and/or major shareholders of TCB or persons connected with them have any interest, direct or indirect, in the Proposed Acquisition II. Having considered all aspects of the Proposed Acquisition II (including but not limited to the basis of and justification for the New Purchase Price, rationale and benefits of the Proposed Acquisition II, salient terms of the Letter Agreement and SEV SPA as well as the effects of the Proposed Acquisition II) and after careful deliberation, the Board is of the opinion that the Proposed Acquisition II is in the best interest of TCB.

 

Notwithstanding the New Purchase Price, the Proposed Acquisition II does not require the approval of the shareholders of TCB.

 

A copy of the Letter Agreement is available for inspection at TCB’s office at Level 20, Menara LGB, No. 1 Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.

 

This Announcement is dated 25 March 2022.






Announcement Info

Company Name TALIWORKS CORPORATION BERHAD
Stock Name TALIWRK
Date Announced 25 Mar 2022
Category General Announcement for PLC
Reference Number GA1-25032022-00043



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