1. Introduction
The Board of Directors of Turiya Berhad (“Turiya” or “the Company”) (“Board”) wishes to announce that the Company’s wholly-owned subsidiary, Turiya Technologies Pte Ltd (“TTPL”) had on 1 October 2014 disposed of the entire issued and paid-up share capital in its wholly-owned subsidiary, CEM Machinery Pte Ltd (“CEM”) to Mr R. Kalaichelvan for a total consideration of Singapore Dollar Two (SGD2.00) only (“Proposed Disposal”).
Following the Proposed Disposal, CEM will cease to be an indirect subsidiary of Turiya.
2. Background Information
2.1 Information on CEM
CEM Machinery Pte Ltd is a company incorporated in the Republic of Singapore having its registered address at 87 Tuas Avenue 1, Singapore 639519 with an issued and paid up share capital of SGD1,000,000 divided into 1,000,000 shares of SGD1.00 each. The principal activity of CEM is manufacturing of industrial machinery. Based on the audited accounts as at 31.3.2014, CEM has net liabilities of SGD 2,037,268 and incurred losses of SGD 1,602,606 for the year. The cumulative losses as at 31.3.2014 was SGD 3,037,268.
2.2 Information on Purchaser
Mr. R.Kalaichelvan (NRIC/FIN No. S1284682G) a Singaporean citizen residing at 19 Lengkok Merak, Singapore 248869.
3. Rationale for the Proposed Disposal
The Proposed Disposal is in line with the strategic direction of Turiya Group to streamline its operation in order to focus on businesses and ventures which are viable and profitable in the mid to long term.
4. Financial Effects of the Proposed Disposal
The Proposed Disposal will not have any material impact on the issued and paid-up share capital, earnings, net assets, gearing and substantial shareholdings of Turiya for the financial year ending 31 March 2015.
5. Directors’ and Major Shareholder’s Interest
None of the Directors and/ or major shareholders of the Company and/ or persons connected with them have any interest, direct or indirect, in the Proposed Disposal.
6. Statement by Directors
The Board, after having considered all aspects, is of the opinion that the Proposed Disposal is in the best interest of Turiya Group.
7. Percentage Ratio of the Proposed Disposal
Pursuant to Rule 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio of Proposed Disposal is 2.6%, calculated based on the total assets of CEM against total assets of Turiya.
8. Approvals Required
The Proposed Disposal is not subject to the approval of Turiya shareholders or any governmental authorities.
This announcement is dated 1 October 2014.