The Board of Directors of Kingsmen Creatives Ltd. ("the Company") wishes to announce that the Company has entered into a conditional sale and purchase agreement ("the S&P") with Mr Khoo Chi Siang, Terence ("the Vendor") to acquire a 30% interest in the share capital of ESG ("the Acquisition"). The principal activities of ESG are sports marketing, provision of consultancy services and event management. ESG has a subsidiary, ESG Competition Services Pte. Ltd., in which it holds a 60% equity stake.
Pursuant to the terms of the S&P, the share capital of ESG will be increased to S$200,000 comprising 200,000 ordinary shares ("Shares"), prior to the completion of the Acquisition. Accordingly, on completion of the Acquisition, the Company will be the holder of 60,000 Shares in ESG and ESG will be an associated company of the Company.
The S&P is conditional upon, inter alia, there being no adverse change in the affairs and financial condition of ESG prior to the completion of the Acquisition and all necessary regulatory approvals being obtained.
The consideration for the Acquistion is S$585,000 and was arrived at on a willing seller-willing buyer basis. In addition, three seperate payments of S$65,000 will be paid to the Vendor in the event that the audited group net profit before tax of ESG meets certain targets for the financial years ending 31 December 2007, 2008 and 2009.
The Acquisition will be funded by internal resources.
The Acquisition is not expected to have any material impact on the earnings per share and the net tangible assets per share of the Company for the financial year ending 31 December 2007. None of the directors and substantial shareholders of the Company has any interest, direct or indirect, in the Aquisition, save for their shareholdings in the Company. The Vendor is not related to any director or substantial shareholder of the Company.