Salient Terms of the SSPA. The SSPA, inter alia, provides for the following:-
2.2.1 Subscription of New Shares in Lablink and Sale of Lablink Shares by KPJSB to KL Kappa
(a) Subject to the adjustment mechanism contained in the SSPA, KL Kappa shall subscribe for new Lablink shares (“Subscription Shares”) and purchase existing Lablink shares from KPJSB (“Sale Shares”) for a total cash consideration of RM119,920,226 (“SSPA Consideration”).
(b) The adjustment mechanism provides for adjustment to the SSPA Consideration if the estimated and unaudited net debt position of Lablink as at 31 December 2017 differs from the actual net debt position as contained in Lablink’s 2017 audited financial statement by more than the agreed limit.
2.2.2 As is customary in transactions of this nature, applicable from 31 December 2017 until the Initial Completion, the SSPA inter-alia provides for restrictions on the part of KPJ in relation to Lablink, from declaring any dividend or any distribution or transfer of cash or assets, making changes to the share or loan capital, creating new encumbrances, liabilities, guarantees or securities, giving waiver or discount to any member of the KPJ Group except in the ordinary course of business.
2.2.3 The Subscription Shares and Sale Shares shall be completed simultaneously, and shall rank pari passu in all respects with the existing Lablink shares in issue.
2.2.4 Lablink undertakes to KL Kappa that the proceeds received from the allotment and issue of the Subscription Shares shall be used solely to fund the growth and expansion of Lablink’s business in accordance with the agreed business plan and as working capital for its operations.
2.2.5 The Initial Completion of the SSPA shall take place before 5pm on the 30th business day following and conditional upon the satisfaction or waiver of the conditions as outlined in the SSPA or on such other day as may be mutually agreed by the Parties.
2.2.6 The Initial Completion, amongst others, is subject to and conditional upon all relevant internal and external consents or approvals being obtained by all parties; compliance by Lablink and KPJ with all the covenants and agreements contained in the SSPA which are required to be performed by or complied with on or prior to the date of Initial Completion and the delivery to KL Kappa of a completion certificate to be signed by Lablink and KPJ, dated after the fulfilment of all the conditions as stated in the SSPA.
Salient Terms of the SSPA. 3.1 The SSPA shall be completed within one (1) month from the date of the SSPA (the “Completion Date”).
3.2 On the Completion Date, the parties shall procure that the following actions for which they are respectively responsible are performed:
3.2.1 receipt by the purchasers (namely Datuk Rashid, Dato’ Xxxxxxxxxx and Mr. Nigel) from the vendor (ECB), of a certified true copy of the resolution of the Board of Directors of the vendor authorising the execution of the SSPA and the transfer of the respective shares to the purchasers;
3.2.2 the vendor shall deliver and cause to be delivered the valid executed and registrable Memorandum of Transfer (Form 32A, as prescribed by the Companies Act 1965) of the respective shares to be transferred to the purchasers;
3.2.3 the stamping proforma (PDS 6) in relation to the respective shares to be transferred to the purchasers, duly completed and executed by the vendor together with all appropriate supporting documents to effect the stamping of the Memorandum of Transfer (referred to above);
3.2.4 the purchasers shall have affixed or placed the applicable stamp duty of the duly filled up, executed and valid Memorandum of Transfer (referred to above); and
3.2.5 the purchasers shall pay their respective purchase considerations to the vendor.
Salient Terms of the SSPA. The salient terms of the SSPA include, amongst others, the following:-
