JACKSPEED CORPORATION LIMITED (Company Registration No. 199300300W) (Incorporated in Singapore)
(the "Company")
ACQUISITION OF 100% EQUITY INTEREST IN ULTIMATE VEHICLE PTY LTD
1. INTRODUCTION
The Board of Directors (the "Board") of Jackspeed Corporation
Limited (the
"Company" or the "Group") wishes to announce that the Company
has, on 5
October 2012, entered into and completed the Share Sale
Agreement (the "Agreement") with Mr David Franz Buschkuehl
(the "Vendor"), Southern Motor Trimming Pty Ltd (the
"Creditor") and Ultimate Vehicle Pty Ltd ( "UVPL") whereby
the Company had acquired 100 ordinary shares representing
100% of the shares in the capital of UVPL which will hold
stocks and plant and equipment (the "Acquisition").
2. INFORMATION ON ULTIMATE VEHICLE PTY LTD
UVPL is a company incorporated in Australia and has an issued and paid-up capital of AUD$100 (approximately S$126 in equivalent) comprising of 100 ordinary shares. The principal activities of UVPL are the distribution and installation of car leather seating, sunroofs, canopies and other car accessories. Please note that the exchange rate disclosed in this Announcement is AUD$1: S$1.2587.
3. CONSIDERATION OF THE ACQUISITION
The total purchase consideration for the Acquisition is
AUD$1,608,693 (approximately S$2,024,862 in equivalent)
consisting of:
(i) AUD$100 (approximately S$126 in equivalent) for the
issued and paid up capital; and
(ii) AUD$1,608,593 (approximately S$2,024,736 in equivalent)
for the shareholder's loan to pay the Creditor, for
discharging of the amount that UVPL is indebted to the
Creditor (the "Purchase Consideration").
The Purchase Consideration was arrived at arm's length on a
willing buyer willing seller basis between the Company and
the Vendor after taking into account of the following:
(a) the business potential of UVPL in view of the nature of
their businesses in car accessories and seating distributor
and installer;
(b) the book value of the stock balance of UVPL as at 30
September 2012 of
AUD$868,693 (approximately S$1,093,424 in equivalent) ;
and
(c) the book value of the plant and equipment of UVPL as at
30 September 2012 of AUD$140,000 (approximately S$176,218 in
equivalent).
4. THE BOOK VALUE OF THE ASSETS TO BE ACQUIRED
Based on the latest available unaudited management accounts
of UVPL as at 30
September 2012:
(i) The book value of stock balance of UVPL was AUD$868,693
(approximately
S$1,093,424 in equivalent); and
(ii) The book value of plant and equipment of UVPL was
AUD$140,000 (approximately S$176,218 in equivalent).
5. MATERIAL TERMS OF THE ACQUISITION
The Company and the Vendor have procured and done all things
necessary to ensure the execution of the following:
(i) As part of the Purchase Consideration, the Company shall
lend UVPL the loan advancement of AUD$1,608,593
(approximately S$2,024,736) for discharging of the amount
that UVPL is indebted to the Creditor.
(ii) Lease agreement between UVPL and the Creditor, the
landlord, for the lease of office premise at 29 Sir Laurence
Drive, Victoria, Seaford, Australia. The rental is charged at
the current market rate for terms of three (3) years with
three (3) year renewal option at prevailing market rate.
(iii) Consultancy agreement to engage the Vendor and Mrs
Colleen Buschkuehl as consultants of UVPL. The consultancy
agreement shall end on 31
December 2012 or otherwise as mutually agreed.
6. RATIONALE FOR THE ACQUISITION
The Acquisition is in line with the Company's on-going
strategic efforts of exploring business opportunities through
the expansion of its existing market share to the automotive
industry in Australia.
The Acquisition will also enhance the Company's earnings base
in businesses related to the automotive industry which is in
line with the Company's corporate vision and business
strategy.
7. SOURCE OF FUNDS FOR THE ACQUISITION
The Acquisition will be funded through the Group's internal sources. In addition, the Company will also consider and evaluate various financing alternatives, including but not limited to external bank borrowings.
8. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL
The relative figures for the Acquisition computed on the
bases set out in Rule
1006(a) to Rule 1006(d) of the Listing Manual of the
Singapore Exchange Securities
Trading Limited ("SGX-ST") are as follows:-
Relative Computation (%) | ||
1006(a) | Net asset value of the assets to be disposed of, compared with the Group's net asset value. | Not applicable as this transaction is an acquisition and not a disposal of assets. |
1006(b) | Net profits attributable to the assets acquired or disposed of, compared with the Group's net profits. | The net profit, attributable to the shares acquired, of AUD$390,000 (approximately S$491,000 in equivalent) represents approximately 19.4% of the Group's net profit of S$2,527,000. |
1006(c) | Aggregate value of the consideration given or received, compared with the Company's market capitalisation based on the total number of issued shares excluding treasury shares. | The purchase consideration of AUD$1,608,693 (approximately S$2,024,862 in equivalent) represents approximately 5.0% of the Company's market capitalization of approximately S$40,417,923* as at 5 October 2012. |
1006(d) | The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue. | Not applicable. |
*Based on the volume weighted average closing price per share
on 5 October 2012, being the last market day on the date of
the Agreement.
As the relative figures calculated on the bases set out in
Rule 1006(a) to Rule
1006(d) of the Listing Manual of the SGX-ST exceed 5% but are
less than 20%, the
Acquisition is a discloseable transaction under Rule 1010 of
the Listing Manual of the
SGX-ST, for which the approval of the shareholders of the
Company is not required.
9. FINANCIAL EFFECTS OF THE ACQUISITION
The proforma financial effects of the Acquisition on the (i)
net tangible assets per share of the Group (assuming the
Acquisition had been completed at the end of the financial
year ended 29 February 2012 ("FY2012"); and (ii) the earnings
per share of the Group (assuming that the Acquisition had
been completed at the beginning of FY2012) based on the
audited financial statements of the Group for FY2012, are set
out below.
The proforma financial effects are theoretical in nature and
only for illustrative purposes. They do not represent the
actual financial position and/or results of the
Group's operations after the completion of the Acquisition
and are not indicative of the future financial position and
earnings of the Group.
(i) Effect of the Acquisition on Net Tangible Assets Per
Share ("NTA")
Before Acquisition | After Acquisition* | |
NTA per share (cents) | 13.05 | 12.69 |
*Based on the unaudited financial statements of UVPL for the
financial year ended 30 June 2012.
(ii) Effect of the Acquisition on Earnings Per Share
Before Acquisition | After Acquisition* | |
Earnings per share (cents) | 0.94 | 1.11 |
*Based on the unaudited financial statements of UVPL for the financial year ended 30 June 2012.
10. INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
None of the Directors or Substantial Shareholders of the Company has any interest, direct or indirect, in the Acquisition.
11. DIRECTOR'S SERVICE CONTRACTS
No person is to be appointed as a Director of the Company in
connection with the
Acquisition.
12. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Agreement will be made available for inspection
during normal business hours at the Company's registered
office at 47 Loyang Drive Singapore
508955 for a period of 3 months from the date of this
announcement.
BY ORDER OF THE BOARD Yap Kian Peng
Executive Chairman and Chief Executive Officer
7 October 2012
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