OTHERS Subscription of Shares in Austral Willowglen Sdn. Bhd. by Willowglen MSC Berhad ("Willowglen" or "Company")

1. INTRODUCTION

The Board of Directors of Willowglen wishes to announce that the Company had on 6 June 2018, incorporated a new associate company known as Austral Willowglen Sdn. Bhd. (“Austral Willowglen”) by subscribing 30 ordinary shares fully paid in the capital of Austral Willowglen at a total cash consideration of RM30.00 (“Subscription of Shares”).

2. DETAILS OF THE PARTIES

2.1 Information on Willowglen 

Willowglen was incorporated on 20 May 1998 and was listed on the former MESDAQ Market on 29 April 2002.  On 3 August 2009, the Company was automatically transferred to the new ACE Market of Bursa Securities together with other companies listed on the MESDAQ Market. On 28 September 2010, the Company was transferred to the Main Market of Bursa Securities Malaysia Berhad.  The Company is principally engaged in the research, development and supply of computer-based control systems.  The issued capital of the Company is RM29,240,000 comprising 248,000,000 ordinary shares.

2.2 Information on Austral Willowglen

Austral Willowglen is a private company limited by shares incorporated in Sarawak, Malaysia on 6 June 2018 under the Companies Act 2016. The initial issued capital of Austral Willowglen is RM100 comprising 100 ordinary shares.

The shareholding structure of Austral Willowglen is as follows:

Ordinary Shares

Percentage

Willowglen MSC Berhad

30

30%

Marwan Jaya Bin Abdullah

35

35%

Wan Halim Bin Wan Ali

35

35%

The intended principal activities of Austral Willowglen are sales, distribution, implementation, maintenance and consultancy of information communication technologies, internet of things and industrial system deployment.

As at the date of this announcement, the Board of Directors of Austral Willowglen are Marwan Jaya Bin Abdullah and Wan Halim Bin Wan Ali.

3. RATIONALE FOR THE SUBSCRIPTION OF SHARES

The Subscription of Shares would provide the Company with an opportunity for expansion of its principal business activities in the East Malaysia’s market.


4. FINANCIAL EFFECTS 

The Subscription of Shares  is not expected to have any material effect on the earnings, net assets and gearing of the Company for the financial year ending 31 December 2018.

5. RISK FACTORS

Austral Willowglen is subject to various business risk inherent in the information communication technologies industry including business risks and dependence on key personnel.

6. APPROVALS REQUIRED

The Subscription of Shares is not subject to the approval of the shareholders nor any regulatory approval.

The Subscription of Shares is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company.


7. HIGHEST PERCENTAGE RATIO APPLICABLE TO SUBSCRIPTION OF SHARES 

The highest percentage ratio applicable to the Subscription of Shares  pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is negligible computed based on the latest financial statements of the Company for the financial year ended 31 December 2017.


8. DIRECTORS’ AND MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS

None of the Directors and/or major shareholders of the Company and/or persons connected to them, has any interest, direct or indirect, in the Subscription of Shares.


9. STATEMENT BY DIRECTORS

The Board of Directors, having considered all aspects of the Subscription of Shares is of the view that the Subscription of Shares is in the best interest of the Company.


This announcement is dated 6 June 2018.