2 Nov 2016

Amended Announcements – Non Related Party Transactions

Author: admin | Filed under: Announcement

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS MESB BERHAD (“MESB” OR THE “COMPANY”) – ACQUISITION BY MESB OF THE ENTIRE EQUITY INTEREST IN ACTIVE FIT SDN. BHD. FOR A CASH CONSIDERATION OF RM19,000,000 (“ACQUISITION”) – PROFIT GUARANTEE

Amended Announcements
Please refer to the earlier announcement reference number: GA1-01112016-00082

MESB BERHAD
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description MESB BERHAD (“MESB” OR THE “COMPANY”) – ACQUISITION BY MESB OF THE ENTIRE EQUITY INTEREST IN ACTIVE FIT SDN. BHD. FOR A CASH CONSIDERATION OF RM19,000,000 (“ACQUISITION”)- PROFIT GUARANTEE
For consistency purposes, the abbreviations and definitions used throughout this announcement shall have the same meanings as those previously defined in the Company’s announcement dated 23 July 2015 in relation to the Acquisition.

We refer to the announcements dated 23 July 2015, 8 October 2015 and 15 October 2015 in relation to the Acquisition.

Pursuant to Clause 9.1 of the Share Sale Agreement dated 23 July 2015 (“SSA”), the Profit Guarantors, namely Mr Siow Sea Nen and Ms Chen Mui Yong (“the Guarantors”) jointly and severally agree, undertake and covenant with and guarantee to MESB that Active Fit Sdn. Bhd. shall attain and achieve the Profit Guarantee i.e. Audited Profit After Taxation (“PAT”) of not less than Ringgit Malaysia Two Million Five Hundred Thousand (RM2,500,000.00) (Profit Guarantee) for the financial period from 1 July 2015 to 30 June 2016.

The Board of Directors of MESB wishes to announce that Active Fit Sdn. Bhd. has failed to meet its Profit Guarantee for the financial year ended 30 June 2016. The details of the Profit Guarantee for the financial period from 1 July 2015 to 30 June 2016 is illustrated as below:-

Amount (RM)
PAT (Profit Guarantee) 2,500,000.00
Audited PAT for financial year ended 30 June 2016 2,394,537.00
Compensation – Profit Shortfall 105,463.00

Pursuant to Clause 9.5 of the SSA, the Guarantors agreed to pay MESB the compensation of RM105,463.00 within thirty (30) days from the receipt of notification from MESB.

MESB has served the notice for the settlement of Compensation on 1 November 2016 to the Guarantor for settlement of the shortfall of RM105,463.00 Profit Guarantee in Active Fit Sdn. Bhd..

This announcement dated 2 November 2016

Remarks:-

This announcement is to notify that “The financial period  from 1 July 2016 to 31 June 2016 for the Audited Profit After Taxation is revised to 1 July 2015 to 31 June 2016”.

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