DETAILS OF THE PROPOSED ACQUISITION Sample Clauses

DETAILS OF THE PROPOSED ACQUISITION. The Proposed Acquisition entails the acquisition by Purchaser of the Sale Shares, representing the entire equity interest therein from EFS Revision Energy Sdn Bhd with the Purchase Consideration upon the terms and conditions of the SSA.

DETAILS OF THE PROPOSED ACQUISITION. 2 3.4.1 Salient terms of SPA 2 (a) Purchase Consideration 2,

DETAILS OF THE PROPOSED ACQUISITION. On 16 March 2020, PPSB had entered into the SPA with GASB for the Proposed Acquisition. PPSB and GASB shall hereinafter be referred to as the “SPA Parties”. The Proposed Acquisition entails of the proposed acquisition of a freehold land held under Title No. GRN 312795, Lot 25300 in the Mukim of Semenyih, District of Ulu Langat, in the state of Selangor measuring approximately 34,740 square metres /

DETAILS OF THE PROPOSED ACQUISITION. 4.1 The Vendors agree to sell and GREENYIELD agrees to purchase the entire issued and paid-up share capital of ten thousand (10,000) units of ordinary shares of RM1.00 each which have been paid up or credited as fully paid in TPSB free from all lien and other encumbrances and with all rights (inclusive of the TPSB’s permit to use over the said Land for the purpose of cultivation of TLC but excluding the right to felling and extraction of timber from the said Land) attached thereto for a cash consideration of RM2,800,000 upon the terms and subject to the conditions contained in the SPA. 4.2 Salient Terms of the SPA It is agreed by GREENYIELD and/or the Vendors that the purchase herein is expressly conditional upon the happening of the following events:- 4.2.1. The execution of a joint-venture agreement between the State Government and TPSB whereby the State Government grants to the TPSB the right of use over the said Land for 50 years for the cultivation of TLC. The execution of the said joint-venture agreement shall be completed within 3 (three) months from the date of the SPA or any extended date as GREENYIELD and the Vendors may agree. 4.2.2. The Vendors shall obtain from the Department of Environment (“hereinafter referred to as “DOE”) the approval of Environmental Impact Assessment Report (hereinafter referred to as “EIA Report”) for the said Land within 6 (six) months from the date of the SPA or any extended date as GREENYIELD and the Vendors may agree. 4.3 In the event that all the conditions specified in Sub-clauses 4.2.1 and

DETAILS OF THE PROPOSED ACQUISITION. Pursuant to the SSA, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares based on the terms and conditions of the SSA. Further information on the salient terms of the SSA are set out in Section 2.3 of this announcement. Innov8tif Holdings would become a 51% owned subsidiary of Hong Seng upon the completion of the sale and purchase of the Sale Shares pursuant to the terms and conditions as set out in the SSA.

DETAILS OF THE PROPOSED ACQUISITION. The Proposed Acquisition entails the acquisition by TXB of the Sale Shares, representing 25% of the total issued and paid-up share capital of MBits with the Purchase Consideration subject to the terms and conditions as stipulated in the SPA. Upon completion of the Proposed Acquisition, MBits will become an associated company of TXB and the shareholding structure of MBits shall be as follows:- Vendor 30,000,000 75% 20,000,000 50% Unicorn Legendary Sdn. Bhd. 10,000,000 25% 10,000,000 25% TXB - - 10,000,000 25% MBits is a private limited company incorporated in Malaysia on 31 December 2014 under the Companies Act, 1965 and having its registered address at ▇▇▇▇ ▇-▇-▇, ▇▇▇▇▇’▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Wilayah Persekutuan Kuala Lumpur. MBits is a Digital Platform Creator principally involved in the busines of telecommunication and media-telco including but not limited to fiber optics, cloud services, data center, broadcasting IPTV, satellite and other related business activities thereto licensed by the Ministry of Communications and Multimedia Malaysia where the Company is holding CASP (full broadcasting license), NFP, NSP, ASP and MVNO (full telco spectrum) licences in Malaysia. As at 31 January 2021, being the latest practicable date prior to this announcement (“LPD”), MBits has an issued share capital of RM5,500,700.00 comprising 40,000,000 ordinary shares. As at LPD, the directors of MBits are Hor ▇▇▇▇ ▇▇▇▇▇, Tamilhselvan a/l ▇▇▇▇▇▇ and the Vendor. The shareholders of MBits and their percentage of shareholdings before the Proposed Acquisition are as follows: Vendor 30,000,000 75% Unicorn Legendary Sdn. Bhd. 10,000,000 25%

DETAILS OF THE PROPOSED ACQUISITION. The Proposed Acquisition is undertaken pursuant to the bid submitted to the selling agents, EY and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, acting on behalf of the Officeholders. The Purchase Price of £400 million was arrived at based on the residual land value method taking into consideration the estimated selling prices of the units in this development less the estimated development costs and desired profit margin, and the amount of debt owing by the Vendors.

DETAILS OF THE PROPOSED ACQUISITION. 2.1 INFORMATION OF VENDOR 2.2 INFORMATION OF THE PURCHASER

DETAILS OF THE PROPOSED ACQUISITION. 2.1 Information on PTFSE, Manjung Niaga and the Vendor (a) Manjung Niaga, with the consent of Montana, will issue a series of convertible bonds in Manjung Niaga, which when converted will result in the Vendor and/or holder of the said convertible bonds to own approximately 99% equity interest in Manjung Niaga (the “Convertible Bonds”); and (b) Manjung Niaga will own 95% equity interest in PTFSE by way of capital injection. The Vendor or Maryland was incorporated on 1 March 2012 as a limited liability company incorporated in the British Virgin Islands.