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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
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