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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 TALIWORKS CORPORATION BERHAD, FROM SEV RENEWABLES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUN ENERGY VENTURES SDN BHD ("PROPOSED ACQUISITION II")

TALIWORKS CORPORATION BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-17122020-00001
Subject 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 TALIWORKS CORPORATION BERHAD, FROM SEV RENEWABLES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUN ENERGY VENTURES SDN BHD ("PROPOSED ACQUISITION II")
Description
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)
Query Letter Contents

We refer to your Company’s announcement dated 15 December 2020, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1) The basis of arriving at the purchase price of RM36.3 million, other than on a “willing buyer willing seller” basis, and the justification for the consideration.
2) A statement by the board of directors, excluding interested directors, stating whether the Proposed Acquisition II is in the best interests of Taliworks Corporation Berhad. Where a director disagrees with such statement, a statement by the said director setting out the reasons and the factors taken into consideration in forming that opinion.
3) The effects of the Proposed Acquisition II on the share capital and substantial shareholders’ direct and/or indirect shareholding of Taliworks Corporation Berhad.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully,
Listing,
Regulation

Cc : Market Surveillance Dept. , Securities Commission (via fax)

(Capitalised terms used in this announcement shall have the same meanings as those used in the Company’s announcements dated 30 November 2020 and 15 December 2020, unless otherwise stated.)

 

Reference is made to Bursa Securities’ letter dated 17 December 2020 pertaining to the Company’s announcement dated 15 December 2020 (“Bursa Securities’ Letter”).

 

The Company wishes to furnish Bursa Securities with the following additional information:

 

1. BASIS OF AND JUSTIFICATION FOR THE PURCHASE PRICE

(In response to item 1 of Bursa Securities’ Letter)

 

The Purchase Price was derived based on the DCF methodology using the 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 and the Aggregate Transaction Sum payable for the Proposed Acquisition.

 

In justifying the Purchase Price, the Company has taken into consideration, among others, the following:

 

(i) the future cash flow of the FIAHs discounted to the net present value; 

(ii) rationale and benefits of the Proposed Acquisition II as set out in Section 3 of the Announcement dated 15 December 2020; and

(iii) prospects of the FIAHs as set out in Section 5 of the Announcement dated 30 November 2020.

 

 

2. DIRECTORS’ STATEMENT

(In response to item 2 of Bursa Securities’ Letter)

 

Having considered all aspects of the Proposed Acquisition II (including but not limited to the rationale and benefits of the Proposed Acquisition II, basis of and justification for the Purchase Price, salient terms of the SEV SPA and 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.

 

 

3. EFFECTS OF THE PROPOSED ACQUISITION II

(In response to item 3 of Bursa Securities’ Letter)

 

3.1 Share capital

The Proposed Acquisition II will not have any effect on the share capital of TCB as the Proposed Acquisition II does not entail any issuance of TCB Shares.

 

3.2 Substantial shareholders’ shareholding

The Proposed Acquisition II will not have any effect on the shareholding of the substantial shareholders of TCB as the Proposed Acquisition II does not entail any issuance of new TCB Shares.

 

 

This announcement is dated 18 December 2020.





Announcement Info

Company Name TALIWORKS CORPORATION BERHAD
Stock Name TALIWRK
Date Announced 18 Dec 2020
Category General Announcement for PLC
Reference Number GA1-17122020-00052


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