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BURSA ANNOUNCEMENTS

Date: 29 December 2014

OTHERS TALIWORKS CORPORATION BERHAD ("TCB" OR "THE COMPANY") -SIGNING OF THE SECOND SUPPLEMENTAL CONCESSION AGREEMENT ("SSCA") AND NOVATION AGREEMENT ("NA") BY JEJAK MELEWAR SDN. BHD. ("JM"), A COMPANY IN WHICH TCB HAS A 75% INDIRECT INTEREST [announcement under Chapter 9 of the Main Market Listing Requirements] -SUBSCRIPTION OF IRREDEEMABLE CUMULATIVE PREFERENCE SHARES OF RM1.00 EACH IN JM [announcement under Chapter 10 of the Main Market Listing Requirements]

 

Type Announcement
Subject OTHERS
Description TALIWORKS CORPORATION BERHAD ("TCB" OR "THE COMPANY")
-SIGNING OF THE SECOND SUPPLEMENTAL CONCESSION AGREEMENT ("SSCA") AND NOVATION AGREEMENT ("NA") BY JEJAK MELEWAR SDN. BHD. ("JM"), A COMPANY IN WHICH TCB HAS A 75% INDIRECT INTEREST [announcement under Chapter 9 of the Main Market Listing Requirements]

-SUBSCRIPTION OF IRREDEEMABLE CUMULATIVE PREFERENCE SHARES OF RM1.00 EACH IN JM [announcement under Chapter 10 of the Main Market Listing Requirements]

We refer to our announcement dated 22 December 2014 on the subject matter and wish to provide the following additional information:

1.         The latest available audited financial statements ("AFS") of Shapadu were prepared for the financial year ended 31 December 2010 and since Shapadu is in liquidation, it was informed that Shapadu is no longer required to prepare further AFS. The consideration paid for the takeover of the assets and concession rights to the New North Klang Straits Bypass Expressway ("NNKSB") ("the Takeover") was based on discounted cashflow method of discounting projected net cash flow streams by an appropriate discount rate.

 

 

2. The Takeover was paid in one lump sum on 23 December 2014.

 

 

3. The Takeover consideration of RM265m was financed by JM via bank borrowings of RM200m and proceeds from subscription of irredeemable cumulative preference shares ("ICPS") of RM65m. The balance of the RM11.3m proceeds from subscription of ICPS is retained as working capital for JM.

 

 

4. The Takeover by JM was on an as-is where-is basis from the Liquidators and no contingent liability or guarantee of Shapadu was taken over or assumed by JM. JM's obligations under the NA and SSCA only apply from the date of signing of the NA and SSCA, i.e. 22 December 2014.

 

 

5. The Takeover is not subject to any approvals by shareholders of the Company.

 

 

6. None of the Directors or major shareholders of the Company, or persons connected with them, have any direct or indirect interest in the Takeover.

This announcement is dated 29 December 2014.

 



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