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Further re proposed disposal

11th Nov 2011 10:30

RNS Number : 9429R
RedHot Media International Limited
11 November 2011
 



11 November 2011

 

RedHot Media International Limited

("RedHot" or the "Company")

 

Further re proposed disposal

 

On 16 November 2010 the Company announced that they had entered into a conditional Sale of Shares Agreement ("SSA") with PUC Founder (MSC) Berhad ("Founder") for the proposed disposal of the entire issued share capital of RedHot Media Group Sdn Bhd ("RMG"), Red Media Asia Limited ("Red Media") and Ausscar Group Sdn Bhd ("Ausscar"), all of which are wholly owned operating subsidiaries of RedHot, (the "Proposed Disposal") to Founder. The total consideration payable on the Proposed Disposal is RM95,000,000 to be satisfied through the issuance of a total of 950,000,000 new ordinary shares in Founder at an issue price of RM0.10 (the "Consideration Shares").

 

As detailed in the announcement released by the Company on 16 November 2010 (the ("Announcement") the Proposed Disposal is subject to, inter alia, obtaining regulatory approvals in Malaysia, including approval by Bursa Malaysia Securities Berhad ("Bursa Securities"), the stock exchange of Malaysia.

 

Founder have today announced that they have agreed with the Company to extend the date by which the conditions precedent to the SSA are fulfilled, including seeking approval for the Proposed Disposal from Bursa Securities, for a further six months, i.e. from 15 November 2011 until 14 May 2012 (the "Period"). Founder and RedHot have also agreed that in the event that the conditions precedent are not fulfilled by 15 May 2012 the Period will be extended automatically for another six months up to 14 November 2012.

 

On 19 August 2011 Founder also announced that the required applications to the relevant authorities in Malaysia to seek approval for the Proposed Disposal were expected to be made twelve months from 16 November 2010. The date for these applications to be made has also been extended by a further six months.

 

As detailed in the Announcement, the Proposed Disposal is, pursuant to Rule 15 of the AIM Rules for Companies, conditional on approval by shareholders of RedHot in a general meeting to be convened and the Company will despatch in due course a circular to shareholders of RedHot convening a general meeting of the Company (the "Circular"). Further updates on the proposed timing for posting of the Circular will be provided in due course.

 

Full copies of the announcement released by Founder on 11 November 2011 and the announcement released by Founder on 16 November 2010, which contains full details of the Proposed Disposal, is available from www.bursamalaysia.com. The full text of the announcement released by Founder today has been included below.

 

Further announcements will be made by RedHot in due course.

 

For further information please contact:

 

RedHot Media International Limited

Cheong Chia Chieh

Tel: +601 2329 5522

 

Allenby Capital Limited (Nominated Adviser and Joint Broker)

 

Tel: +44 (0)203 328 5656

Nick Athanas

James Reeve

Daniel Stewart & Company Plc (Joint Broker)

Tel: +44 (0)20 7776 6550

Antony Legge

Colin Rowbury

 

Leander (Financial PR)
Christian Taylor-Wilkinson

Tel: +44 (0)7795 168 157

 

 

PUC FOUNDER (MSC) BERHAD ("PUCF" OR THE "COMPANY")

 

(I) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN Red Media Asia Limited ("RED MEDIA ASIA" OR "RMA") COMPRISING A TOTAL OF 8,269,818 ORDINARY SHARES OF USD1.00 each FROM redHOT media international limited ("RMIL" or the "vendor") FOR A TOTAL CONSIDERATION OF rM95.0 MILLION TO BE SATISFIED VIA THE ISSUANCE OF 950,000,000 NEW ORDINARY SHARES OF RM0.10 EACH IN PUCF ("SHARES") AT AN ISSUE PRICE OF rm0.10 EACH("PROPOSED ACQUISITION");

 

(II) PROPOSED EXEMPTION UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS2010 ("CODE") TO RMIL AND PERSONS ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING PUCF SHARES NOT ALREADY HELD BY IT UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED EXEMPTION");

 

(III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF pucf ("proposed IASC"); and

 

(IV) proposed amendment to the company's meMorandum and articles of association ("proposed Amendment");

 

(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PROPOSALS").

 

 

All definitions used herein shall have the same meanings as the words and expressions defined in the announcements dated 16 November 2010 ("Announcement"), except where the context otherwise requires or where otherwise defined herein.

 

Reference is made to the announcements dated 16 November 2010, 14 February 2011, 28 March 2011, 11 April 2011, 13 May 2011, 2 June 2011 and 19 August 2011 in relation to the Proposals.

 

On behalf of the Board of Directors of PUCF ("Board"), Kenanga Investment Bank Berhad("KIBB") wishes to announce that in view of the expiry date of the conditional period of the SSA on 14 November 2011 as announced on 13 May 2011, the parties to the SSA have agreed in writing on 11 November 2011 to further extend the conditional period for a further six (6) months from 14 November 2011 until 15 May 2012. The parties to the SSA have also agreed that in the event that the conditions precedent are not fulfilled by 15 May 2012, the conditional period will be extended automatically for another six (6) months from 15 May 2012 up to 14 November 2012.

 

In addition to the above, on behalf of the Board, KIBB also wishes to announce that the application to the relevant authorities seeking approval for the Proposals which is revised to be made within twelve (12) months from the date of the Announcement would be extended to a further six(6) months from the date of this announcement.Consequently, the estimated timeframe for completion of the Proposals which is revised to be completed in the second half of 2011 would be further extended accordingly to first half of 2012.

 

This announcement is dated 11 November2011.

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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