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MULTVISION INTELLIGENT SURVEILLANCE
LIMITED
PROPOSED ACQUISITION OF SHARES IN
SINO GEAR FORCE LIMITED
The Board of Directors of MultiVision Intelligent Surveillance
Limited (the "Company", and together with
its subsidiaries, the "Group") wishes to announce
that MultiVision Intelligent Surveillance (Hong Kong)
Limited ( "MVIS(HK)") (formerly known as MultiVision
Systems and Networks Limited), a wholly-owned subsidiary
of the Company, has entered into a conditional sale
and purchase agreement (the" Agreement") to
acquire 45 ordinary shares of US$1.00 each, representing
45% of the issued and paid-up share capital of Sino
Gear Force Limited ("SGFL") from its existing
shareholders, Mr. Cou Tzi Meng ("CTM") and
Ms. Wang Ling ("WL") (collectively, the "Vendors")
for a purchase price of HK$ 45,000,000 (the "Purchase
Price") ("the "Proposed Acquisition").
This announcement is made pursuant to Rule 1010 of
the Listing Manual of the Singapore Exchange Securities
Trading Limited (the "SGX-ST").
Information on SGFL
SGFL was incorporated in the British Virgin Islands
on 1 August 2003 and is engaged in the business of providing
technical support for surveillance services in the PRC.
Purchase Price
The Purchase Price was arrived at on a willing-buyer-willing-seller
basis and will be fully satisfied in cash upon the completion
of the Proposed Acquisition.
Rationale for the Proposed Acquisition
The Directors believe that SGFL is a suitable partner
in the Group's business of providing security surveillance
services and that the Proposed Acquisition creates a
joint venture relationship with SGFL which will enable
the Group to expand and establish its presence in the
PRC.
Financial Effects of the Proposed
Acquisition
The Proposed Acquisition is not expected to have any
material effect on the net tangible earnings per share
or the earnings per share of the Company for the financial
year ending 31 March 2004.
There is no material impact on the gearing of the Company
as the consideration for the Proposed Acquisition will
be funded from internal resources and from part of the
proceeds arising from the Company's Placement of shares
in July 2003, as set out in the Company's announcement
dated 15 July 2003.
Conditions Precedent
The completion of the Proposed Acquisition is subject
to certain conditions precedent set out in the Agreement
including the following:
- The execution of a contract between Beijing Lian
Qiang Suo Si Technology Company Limited ( 北京聯強索思技術有限公司
) ("LQSS") and China Online Telecom Corporation
Limited (九州在線有限公司) ( "JZOL"), a subsidiary
of CNC International Limited (中國網通集團國際通信有限公司) pursuant
to which LQSS will become the exclusive provider of
Internet surveillance services to JZOL for a period
of 10 years commencing on 1 September 2003 (the "Contract"):
- The execution of an agreement between SGFL and
LQSS, pursuant to which SGFL will provide LQSS with
all technical services in relation to the Contract.
Pursuant to the Agreement, CTM and WL shall respectively
sell 27 and 18 ordinary shares of US$1.00 in the issued
and paid-up share capital of SGFL to MVIS(HK). Upon
completion of the Proposed Acquisition, MVIS(HK) shall
hold 45 ordinary shares of US$1.00 each, representing
45% of the issued and paid-up share capital of SGFL.
CTM and WL will respectively hold 33 and 22 ordinary
shares of US$1.00 each, representing 33% and 22% respectively
of the issued and paid-up share capital of SGFL.
Directors' and Controlling Shareholders'
Interests
As far as the Directors are aware, none of the Directors
or Controlling Shareholders (as defined in the Listing
Manual of the SGX-ST) of the Company has any interest,
Direct or indirect, in the Proposed Acquisition.
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