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NYLEX (MALAYSIA) BERHAD ("NYLEX")
ACQUISITION OF 4,000,000 ORDINARY SHARES IN CKG CHEMICALS PTE LTD ("CKG") REPRESENTING THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF CKG FOR A CASH CONSIDERATION OF SINGAPORE DOLLARS 40,000,000 ("CKG ACQUISITION")
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We refer to our announcements dated 14 April 2006, 25 May 2006, 17 July 2006, 1 August 2006 and 13 September 2006 in relation to the CKG Acquisition.
The Board of Directors of Nylex wishes to announce that Nylex and the Vendors had on 23 October 2009, entered into a supplemental agreement to the Share Sale Agreement dated 14 April 2006 (“SSA”). The parties have agreed that the Vendors shall continue to remain as guarantors for CKG Group Companies’ banking facilities until 31st December, 2009 and shall do and/or cause to be done anything required by any financiers of the CKG Group Companies to maintain such banking or other facilities. The Vendors shall also provide and continue to provide joint and several guarantees and collateral to the Lenders and any other financiers of the CKG Group Companies for any banking or other facilities for the CKG Group Companies up to and including 31 December 2009. In addition, one of the Vendors, Mr Kong Hwai Ming, warrants and represents that the aggregate of the CKG Group’s profit after tax for the Financial Years ending 2006, 2007, 2008 and 2009 shall be at least Singapore Dollars Eighteen Million (SGD18,000,000) in aggregate, instead of in respect of the period for the Financial Years ending 2006, 2007 and 2008 only, as originally set out in the SSA. The other Vendors, Cheng Kwee Kiang and Yap Kian Peng are released from their obligations pursuant to their profit guarantees under the SSA. Further, the provisions requiring bank guarantees for the Financial Years ending 2007 and 2008 pursuant to the terms of the SSA, have been deleted. It was also agreed that the non-competition provision in the SSA (wherein the Vendors were to refrain for a period of 5 years from the completion date of the SSA: (a) from soliciting business of any suppliers or contractors in connection with the business of CKG, and (b) to carry on or be interested in any similar business as CKG in any territory which the CKG Group Companies operate), be deleted.
This announcement is dated 28 October 2009. |