Result of the Extraordinary General Meeting Held on 3 July 2003
The Board of Directors of Beyonics Technology Limited ("Beyonics") is pleased to announce that at the Extraordinary General Meeting ("EGM") of Beyonics held on 3 July 2003, the resolution as set out in the Notice of EGM dated 4 June 2003 was approved by the shareholders of Beyonics.
The Board refers to the announcement made by Flairis Technology Corporation Limited ("Flairis") on 1 July 2003 that the audited net tangible asset value ("NTA") of Flairis and its subsidiaries ("Flairis Group") as at 31 May 2003 was S$36.1 million and that Flairis had satisfied the condition precedent relating to its NTA in the merger agreement ("Merger Agreement") dated 24 March 2003 between Beyonics and Flairis. For avoidance of doubt, as the audited NTA of the Flairis Group as at 31 May 2003 was less than S$41 million, Beyonics will not be required to make any payment in cash for the Flairis shares held by Flairis shareholders.
Subject to the fulfilment of all the other conditions precedent in the Merger Agreement, including the sanction by the High Court of Singapore of the scheme pursuant to Section 210 of the Companies Act and the registration of the order of the High Court of Singapore with the Registrar of Companies and Businesses in Singapore, Flairis shareholders will each receive 0.60 new Beyonics share for every one Flairis share, fractions of a new Beyonics share to be disregarded.
The Directors of Beyonics (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts and opinions stated in this Announcement are fair and accurate and that no material facts have been omitted and they jointly and severally accept responsibility accordingly.
BY ORDER OF THE BOARD OF DIRECTORS
Submitted by Tay Peng Huat, Company Secretary on 03/07/2003 to the SGX
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