|
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
|