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1. Introduction
The Board of Directors of Adventa wishes to announce that the Company had on 1 August 2009 acquired 100,000
ordinary shares of RM1.00 each in Cytotec, representing 100% of equity interest in Cytotec for a purchase consideration
of RM800,000/-, to be satisfied wholly by cash through internally generated fund. (“Proposed Acquisition”)
2. Basis in arriving at the Purchase Consideration
The purchase consideration of RM800,000/- was arrived at on a willing buyer-willing seller basis.
3. Information of Cytotec
Cytotec is a private limited company incorporated in Malaysia under the Companies Act 1965 and has an authorised share
capital of RM1,000,000/- comprising 1,000,000 ordinary shares of RM1.00 each and paid up capital of RM100,000/-
divided into 100,000 ordinary shares of RM1.00 each. Cytotec is currently dormant.
4. Rationale of the Proposed Acquisition
The Proposed Acquisition of Cytotec is for future expansion of business operations of Adventa Group.
5. Financial Effects
5.1 Share Capital and Shareholding Structure
The Proposed 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 Proposed 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 2009.
5.3 Liabilities to be Assumed
There were no liabilities to be assumed arising from the Proposed Acquisition.
5.4 Approvals Required
The Proposed Acquisition is not subject to the approvals of shareholders and the relevant government authorities.
6. Directors and Major Shareholders’ Interest
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 Proposed Acquisition, is of the opinion that the acquisition is fair and reasonable and in the best interest of Adventa Group.
This announcement is dated 3 August 2009.
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