1. INTRODUCTION
The Board of Directors of XOX Bhd (“XOX” or “the Company” or "the Group") is pleased to announce that the Company has on 2 October 2015 dispose of its entire fifty percent (50%) equity interest in XOX Retail Sdn. Bhd. (Company No. 1059911-U) (“XOX Retail”), a subsidiary of the Company, comprising 1 ordinary share of RM1.00 each in XOX Retail (“Sale Share”), to Hassan Bin Ab Ghani (“the Purchaser”) for a cash consideration of RM1.00 only (“Disposal Price”) (“the Disposal”).
Upon completion of the Disposal, XOX Retail will cease to be a subsidiary company of XOX.
2. DETAILS OF XOX RETAIL
XOX Retail was incorporated in Malaysia under the Companies Act, 1965 (“Act”) on 28 August 2013. The authorised share capital of XOX Retail is RM400,000.00 comprising 400,000 ordinary shares of RM1.00 each. The issued and paid up share capital is RM2.00 comprising 2 ordinary shares of RM1.00 each.
XOX Retail is principally engaged in the business as retailer and dealers of all kinds of mobile telecommunication products and to provide related services.
3. RATIONALE FOR THE DISPOSAL
The Disposal is part of the Group’s streamlining exercise to divest under-performing and loss-making subsidiary.
The Disposal would enable XOX and its management to focus on its other core business activities and the Purchaser would be in a better position to focus and manage on XOX Retail’s business activities.
4. ORIGINAL COST OF INVESTMENT
The Company’s cost of investment in XOX Retail is as follows:
Date | No. of shares acquired / subscribed | Par Value (RM) | Cumulative Cost of Investment (RM) |
27.09.2013 | 1 | 1.00 | 1.00 |
Total | 1 |
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5. BASIS OF ARRIVING AT THE DISPOSAL PRICE
The Sale Share was disposed at par value of RM1.00 and the Disposal Price was arrived at on a “willing buyer willing seller” basis after taking into consideration the audited net liabilities of XOX Retail of RM483,434 as at 30 June 2014.
6. ASSUMPTION OF LIABILITIES
There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Disposal.
There is no corporate guarantee extended by XOX to any creditor of XOX Retail.
7. EFFECT OF THE DISPOSAL
7.1 Share Capital and Shareholding Structure of the Substantial Shareholders
The Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders in XOX.
7.2 Net assets (“NA”) and gearing
The Disposal is not expected to have any material effects on the NA and gearing of the Group for the financial year ending 30 June 2016.
7.2 Earnings per share (“EPS”)
The Disposal is not expected to have any material impact on the EPS of the Group for the financial year ending 30 June 2016.
8. APPROVAL OF SHAREHOLDERS
The Disposal does not require the approval of the Company’s shareholders or any other regulatory body.
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM
None of the Directors and/or major shareholders of XOX as well as persons connected with them have any interest, direct and/or indirect in the Disposal.
10. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors, having considered the rational and other aspects of the Disposal, is of the view that the Disposal is in the best interest of XOX Group.
11. ESTIMATED TIMEFRAME FOR COMPLETION
The Disposal was deemed completed on 2 October 2015, being the date of transfer of Sale Share to the Purchaser and the cash consideration of RM1.00 only has been received by XOX on the same day.
This announcement is dated 2 October 2015.