RE: Life is too short3 Jun 2024 13:21
CTSFO
Semnet Aquisition
US$800,000 of the total consideration payable to the Sellers is payable in cash ("Cash Consideration") and the remaining US$1.0 million through the issue of new Ordinary Shares ("Consideration Shares"). US$80,000 of the Cash Consideration has been paid and the remaining US$720,000 is payable as to US$500,000 on Completion and the remaining US$220,000 is payable four months from Completion. Should Completion of the Acquisition not occur the Company is entitled to the return of the US$80,000 consideration already paid if it has fulfilled its obligations under the Agreement.
The Company will issue the Consideration Shares on the nine month anniversary of Completion, or on any earlier date designated by the Company giving not less than seven days' notice in writing to the vendors, at a price per Ordinary Share equal to the average of the middle market quotations for a Consideration Share as shown by the daily Official List of the London Stock Exchange for the last five full trading days immediately preceding the payment date.
The remaining 33.33% outstanding shares in Semnet are owned by Ong Siew Phek (23.33%) and Lam Pek San (10%). Ong Siew Pek is the spouse of the Company's Executive Director and CEO, Jack Bai. As Ong Siew Pek is a related party of a director of the Company, the Company considers the Acquisition to be a Material Related Party Transaction as defined under DTR 7.3.6. The Company's Executive Director and CEO, Jack Bai, has therefore not participated in the GST Board resolution to approve the Acquisition and the Company's independent directors consider that the terms of the Acquisition are fair and reasonable from the perspective of the Company and its independent shareholders.
In its most recently published unaudited accounts, to 30 September 2022, Semnet had a turnover of US$4.22 million and reported profit before tax of approximately US$0.21 million.