"we take pride in
exceeding customers'
expectations and
striving for
higher levels
of satisfaction
as we know that
only when our
customers succeed,
we can grow
in tandem..."

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate Announcements
8 Nov 2002 Previous Page

Acquisition of Shares (the 'Acquisition') in Pacific Plastics Pte Ltd ("Pacific Plastics")

The Directors of Beyonics Technology Limited (the "Company") wish to announce that on 8 November 2002, the Company and Beyonics International Limited ("BIL"), a wholly-owned subsidiary of the Company (the Company and BIL, together the "Purchasers"), entered into a conditional sale and purchase agreement (the "S&P Agreement") with each of (i) Wuthelam International Investment Limited; (ii) Arrow Asia Holdings Limited; (iii) Celestica Singapore Pte Ltd; (iv) Chen Ruey Jen; (v) Chan Kok Wai Peter; and (vi) Ng Ai Leng (collectively the "Vendors") for the acquisition from the Vendors of 9,006,597 ordinary shares of S$1.00 each (the "Sale Shares") in Pacific Plastics, a company incorporated in Singapore. The Sale Shares represent the entire issued share capital of Pacific Plastics.

The consideration for the Sale Shares is S$15 million (the "Consideration"). The Consideration will be satisfied by:

(i) the payment of the sum of S$9 million in cash by BIL; and

(ii) the allotment and issue by the Company of 28,708,133 ordinary shares of S$0.10 each in the capital of the Company (the "Consideration Shares"), at an issue price of S$0.209 for each Consideration Share, which is equivalent to the volume-weighted average of the dealt prices for an ordinary share of S$0.10 each in the capital of the Company, for the 30 consecutive trading days on which there were trades in the shares of the Company immediately preceding today's date, rounded up to the nearest one-tenth of one cent, such Consideration Shares to rank pari passu with all other issued ordinary shares of S$0.10 each in the capital of the Company as from the date of their issue.

The cash portion of the Consideration will be financed from internal funds.

The Consideration was arrived at on a willing buyer and a willing seller basis after taking into consideration the net asset value of Pacific Plastics and other factors which include, inter alia, the financial and operational conditions of Pacific Plastics.

The Acquisition is conditional upon, inter alia:

(i) the licences, authorisations, orders, grants, permissions, registrations and other approvals necessary for or in respect of the proposed acquisition of the Sale Shares by the Purchasers having been obtained from appropriate governments, governmental or trade agencies, courts or other regulatory bodies on terms reasonably satisfactory to the Purchasers and such licences, authorisations, orders, grants, permissions, registrations and other approvals remaining in full force and effect on the date of the completion of the S&P Agreement (the "Completion Date");
(ii) there having been, in the opinion of the Purchasers, no material or adverse change to the condition (financial or otherwise), business or operations of Pacific Plastics or any of its subsidiaries or any change in applicable law or regulation which, in the opinion of the Purchasers, would have a material or adverse effect on the condition (financial or otherwise), business or operations of Pacific Plastics or any of its subsidiaries;
(iii) the completion of a due diligence investigation into Pacific Plastics and its subsidiaries and the results of such due diligence investigation being satisfactory to the Purchasers; and
(iv) the approval-in-principle of the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of the Consideration Shares on the Official List of the SGX-ST being obtained from the SGX-ST and not having been revoked or amended and, when such approval is subject to conditions, such conditions being acceptable to the Company and, to the extent that any conditions for the listing and quotation of the Consideration Shares on the SGX-ST are required to be fulfilled on or before the Completion Date they are so fulfilled.

Pacific Plastics has three wholly owned subsidiaries located in the People's Republic of China, namely Pacific Plastics (Suzhou) Co., Ltd, Pacific Plastics (Nanjing) Co., Ltd and Pacific Tooling (Suzhou) Co., Ltd (the "Subsidiaries"). The Subsidiaries are engaged in the processing and fabrication of precision plastic moulds and parts.

The audited loss before taxation of Pacific Plastics and its subsidiaries for the year ended 31 December 2001 was approximately S$789,000.

The effect of the Acquisition on the net tangible assets ("NTA") of the Company as at 31 July 2002, assuming that the Acquisition had been effected as at 31 July 2002, and the effect of the Acquisition on earnings per share ("EPS") of the Company for the financial year ended 31 July 2002, assuming that the Acquisition had been effected at the beginning of the financial year ended 31 July 2002 are as follows:

  Before Acquisition After Acquisition
NTA per share as at 31 July 2002 16.38 cents 16.73 cents
EPS per share for the year ended 31 July 2002 2.08 cents 1.96 cents

The NTA per share after the Acquisition is calculated based on the audited consolidated financial statements of the Company as at 31 July 2002 and the audited consolidated financial statements of Pacific Plastics as at 31 December 2001. The EPS per share after the Acquisition is calculated based on the audited consolidated financial statements of the Company for the financial year ended 31 July 2002 and the audited consolidated financial statements of Pacific Plastics for the financial year ended 31 December 2001.

The Directors believe that the Acquisition would be beneficial to and is in the best interests of the Company as it will enable the Company to further strengthen its plastic fabrication operations in the People's Republic of China.

None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Acquisition.


By Order of the Board
Submitted by Tay Peng Huat, Company Secretary on 08/11/2002 to the SGX

Copyright © 2002. Beyonics Technology Limited. All rights reserved.