"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
13 Sep 2002 Previous Page

Letter of Intent relating to the proposed Acquisition of Shares (the "Proposed Acquisition") in Pacific Plastics Pte Ltd ("Pacific Plastics")

The Directors of Beyonics Technology Limited (the "Company") wish to announce that on 11 September 2002, the Company signed a non-binding letter of intent (the "Letter of Intent") with each of (i) Wuthelam International Investment Limited; (ii) Arrow Asia Holdings Limited; (iii) Celestica Singapore Pte Ltd; (iv) Chen Ruey Jen; (v) Ng Ai Leng and (vi) Chan Kok Wai Peter (collectively the "Vendors") with regards to the proposed acquisition by the Company 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 Letter of Intent sets out the principal indicative terms of the Proposed Acquisition and is not intended to be exhaustive. Save for the confidentiality clause and the exclusivity clause, the Letter of Intent does not constitute a binding contract, nor does it give rise to legally enforceable rights or obligations. It is the intention of the Company and the Vendors (collectively the "Parties") to negotiate with a view to the entry into a sale and purchase agreement (the "Sale and Purchase Agreement") for the Proposed Acquisition, containing the terms and conditions, including warranties, which are acceptable to the Parties.

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

(i) the payment of the sum of S$7.5 million in cash; and

(ii) the allotment and issue by the Company of ordinary shares of S$0.10 each in the capital of the Company (the "Consideration Shares") rounded down to the nearest whole share, at an issue price equivalent to the volume-weighted average 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 are trades in the shares of the Company immediately preceding the date of the Sale and Purchase Agreement, 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 Proposed Acquisition is conditional upon, inter alia:

(i) the receipt of all necessary governmental, regulatory and other third party approvals or consents (whether by law, regulation or otherwise) as may be required for or in connection with the transfer of the legal and beneficial interest in the Sale Shares to the Company. For the avoidance of doubt, this includes the approval of the relevant authorities of the People's Republic of China, if necessary;

(ii) the approval of the Singapore Exchange Securities Trading Limited ("SGX-ST") to the listing of the Consideration Shares on the Main Board of the SGX-ST;

(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 Company;

(iv) the audited net tangible asset value of the Pacific Plastics for the financial year ended 31 December 2001 being not less than S$16.8 million;

(v) the entry into the Sale and Purchase Agreement containing terms and conditions which are acceptable to the Parties and which shall include these conditions precedent highlighted which have not as at the date of entry into the Sale and Purchase Agreement been satisfied and such other conditions as the Parties may agree; and

(vi) no dividend or other distribution of any nature being made by Pacific Plastics or any of its subsidiaries prior to the completion of the Sale and Purchase Agreement.

Pacific Plastics has three wholly owned subsidiaries, 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.

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

As at this time, the Company has only entered into a non-binding Letter of Intent with the Vendors, shareholders should note that there is no assurance of the completion of the Proposed Acquisition.

A further announcement will be released by the Company if the Parties enter into the binding Sale and Purchase Agreement.


By Order of the Board
Submitted by Tay Peng Huat, Company Secretary on 13/09/2002 to the SGX

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