1. Further to the Company's announcements of 19 May 2004, 29 June 2004, 1 July 2004, 3 August 2004 and 26 August 2004, the Board of Directors of Kingsmen Creatives Ltd. (the "Company") is pleased to announce that the Acquisition has been completed, and payment of the acquisition price taken place today under which:
1.1 the Company has acquired an aggregate of 80,000 ordinary shares of S$1.00 in the share capital of Kingsmen Indochina Pte Ltd (constituting 80% of the total existing shares), 25,000 ordinary shares of 5,000 won in the share capital of Kingsmen (Korea) Limited (constituting 25% of the total existing shares), 120 shares in the share capital of Kingsmen Nikko Ltd (constituting 30% of the total existing shares), from Kingsmen International Pte. Ltd. for a total purchase consideration of S$2.942 million.
2. In addition, the completion for the acquisition of an additional 10% of the share capital of Kingsmen Indochina Pte Ltd from Stephen Lim Hock Chye (see the Company's announcement of 29 June 2004) has also taken place under which:
2.1 the Company has acquired an aggregate of 10,000 ordinary shares of S$1.00 in the share capital of Kingsmen Indochina Pte Ltd (constituting 10% of the total existing shares) from Stephen Lim, the managing director of Kingsmen Indochina Pte Ltd (the "Indochina Shares"); and
2.2 in consideration for the Indochina Shares, the Company has pursuant to the authority given by its shareholders at an Extraordinary General Meeting held on 26 August 2004 and in accordance with the Share Acquisition Agreement dated 24 June 2004 made between the Company and Stephen Lim Hock Chye, allotted and issued an aggregate of 1,093,690 new ordinary shares of S$0.075 in the capital of the Company (the "Consideration Shares"). The Consideration Shares are allotted, issued and credited as fully paid-up and rank pari passu in all respects with all existing shares of S$0.075 each in the capital of the Company in issue as at the date of allotment and issuance of the Consideration Shares.
The Singapore Exchange Securities Trading Limited ("SGX-ST") has granted its in-principle approval for the listing and quotation of the Consideration Shares on the Official List of the SGX-ST on 3 August 2004. Pursuant thereto, the Consideration Shares will be listed and quoted on the Mainboard of the SGX-ST on 15 October 2004.
3. Following the completion of the Acquisition, Kingsmen Indochina Pte Ltd and Kingsmen Vietnam Limited (a company incorporated in Vietnam and a wholly-owned subsidiary of Kingsmen Indochina Pte Ltd) become subsidiaries of the Company and Kingsmen (Korea) Limited, I-Promo Korea Co, Ltd (a company incorporated in Korea in which Kingsmen (Korea) Limited has a 20% shareholding),Kingsmen Nikko Limited and Kingsmen Projects Japan Limited (a company incorporated in Japan in which Kingsmen Nikko has a 70% shareholding) become associated companies of the Company.