TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS BRAHIMS HOLDINGS BERHAD (“BHB” OR THE “COMPANY”) DISPOSAL OF 49% EQUITY INTEREST IN BRAHIMS AIRLINE CATERING HOLDINGS SDN BHD (“BACH”) FOR AN AGGREGATE CASH DISPOSAL CONSIDERATION OF UP TO RM218 MILLION (“DISPOSAL”)

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
BRAHIMS HOLDINGS BERHAD ("BHB" OR THE "COMPANY")
DISPOSAL OF 49% EQUITY INTEREST IN BRAHIMS AIRLINE CATERING HOLDINGS SDN BHD ("BACH") FOR AN AGGREGATE CASH DISPOSAL CONSIDERATION OF UP TO RM218 MILLION ("DISPOSAL")

Unless otherwise stated, words and expressions used in this announcement shall have the same meaning as those attributed to them in the circular to shareholders in relation to the Disposal dated 31 December 2015 (“Circular”).

 

Reference is made to the announcements dated 22 October 2015, 27 October 2015, 18 December 2015, 30 December 2015, 15 January 2016 and the Circular.

 

On behalf of the Board, Affin Hwang IB and HLIB wish to announce that the Disposal has been completed on 5 February 2016 following the fulfilment of the Conditions Precedent, Conditions to Completion and payment by the Purchaser of the Base Consideration of RM110.0 million to BHB (in accordance with the terms of the SSA) (“Completion”).

 

Upon execution of the SSA on 18 December 2015, BHB, the Purchaser and BAC had confirmed the finalisation of the terms of the SHA, which is to be executed on Completion. Accordingly, the SHA has been executed on 5 February 2016. The salient terms of the SHA are set out in Section 2.5 of the Circular. The SHA will be available for inspection during normal business hours at BHB’s registered office at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

 

Based on the terms of the SSA:

 

(a) the Base Earn-out Consideration of RM90.0 million shall be paid by the Purchaser in cash on Completion to an escrow agent to be jointly appointed by the parties (“Escrow Agent”); and

 

(b) on Completion, BHB, the Purchaser and the Escrow Agent shall execute an escrow agreement (“Escrow Agreement”).

 

Notwithstanding the terms of the SSA, BHB and the Purchaser have, on 5 February 2016, mutually agreed that the execution of an Escrow Agreement shall become a condition subsequent to Completion where the parties shall in good faith co-operate with each other by executing all documents and taking such steps as may be necessary to execute the Escrow Agreement within one (1) month from Completion. Further announcement will be made by the Company in due course upon the appointment of the Escrow Agent and the execution of an escrow agreement.

 

This announcement is dated 5 February 2016.