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1. Introduction
The Board of Directors of Adventa wishes to announce that the Company had on 11 March 2010 entered into a Share Sale Agreement to acquire 248,000 ordinary shares of RM1.00 each in Utama Associates, representing 40% shares of the total issued and paid-up capital of Utama Associates ("Sale Shares") at a purchase consideration of RM459,847/-, to be satisfied wholly by cash.
That contingent upon the above acquisition, Utama Associates will become a 100% wholly-owned subsidiary of Adventa.
2. Purchase Consideration
The Purchase Consideration of RM459,847/- was arrived at on a willing-buyer willing-seller basis after taking into account, inter-alia, the total net assets in Utama Associates and its subsidiary i.e. Sun Healthcare (M) Sdn. Bhd. as at 31 January 2010.
3. Information on Utama Associates
Utama Associates is a private limited company incorporated in Malaysia under the Companies Act 1965 and has an authorised capital of RM1,000,000/- comprising 1,000,000 ordinary shares of RM1.00 each of which 620,000 ordinary shares have been issued and are fully paid-up.
4. Rationale of the Acquisition
The Acquisiton of Utama Associates is to obtain 100% equity interest of Utama Associates for future expansion of business operations of Adventa Group.
5. Financial Effects
5.1 Share Capital and Shareholding Structure
The Acquisition will not have any effect on the Share Capital and Shareholding Structure of Adventa as the purchase consideration will be satisfied entirely by cash.
5.2 Earning and Net Assets
The Acquisition does not have any material effect on the earning per share and net asset per share of Adventa Group for the financial year ending 31 October 2010.
5.3 Liabilities to be Assumed
There were no liabilities assumed arising from the Acquisition.
5.4 Approvals Required
The Acquisition is not subject to the approvals of shareholders and the relevant government authorities.
6. Directors and Major Shareholders' Interests
None of the directors of Adventa or persons connected to them having any interests, direct or indirect in the above acquisition.
The Board of Directors of Adventa is not aware of any major shareholders or persons connected to them having any interests, direct or indirect in the above acquisition.
7.Directors' Statement
The Board of Adventa, having considered all aspects of the Acquisition, is of the opinion that the acquisition is fair and reasonable and in the best interest of Adventa Group.
This announcement is dated 11 March 2010.
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