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| ACQUISITION OF THE SAP BUSINESS ALL-IN-ONE ERP PACKAGE (“ACQUISITION”) |
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1. INTRODUCTION Pursuant to Chapter 10.04(1) of Bursa Securities Listing Requirements, Padini Holdings Berhad (“Padini” or “the Company”) wishes to announce that Padini Dot Com Sdn Bhd (“PDC”), a wholly-owned subsidiary of the Company, had entered into an agreement with Obtech Asia Pacific Sdn Bhd of Suite 18.01-18.03, 18th Floor, Menara Keck Seng, 203, Jalan Bukit Bintang, 55100 Kuala Lumpur (“Vendor”), on 11 April 2008 for the purchase of the SAP Business All-in-One ERP Package (“SAP Package”) for a total consideration of RM7,489,575.01 (Ringgit Malaysia : Seven Million Four Hundred Eighty Nine Thousand Five Hundred Seventy Five and Sen One) only (“Acquisition”). The principal activity of PDC is provision of management and business support services. 2. PURCHASE CONSIDERATION The SAP Package is acquired on a ‘willing buyer and willing seller’ basis. The purchase consideration includes software solutions, software licences and computer hardware. The purchase consideration will be satisfied via internally generated cash/funds. 3. FINANCIAL EFFECTS The Acquisition will not have any material effect on the earnings or net assets per share of Padini. There will not be any effect on the gearing, share capital and the major shareholders’ shareholding in Padini. 4. APPROVALS The Acquisition has been approved by the Board of Directors of Padini and is not subject to the approval of the shareholders and any regulatory authorities. 5. DIRECTORS’ AND / OR MAJOR SHAREHOLDERS’ INTERESTS None of the Directors or major shareholders of Padini and/or persons connected with them, has any interest, direct or indirect, in the Acquisition. 6. RATIONALE FOR THE ACQUISITION The Acquisition will enable the Company to fully integrate its core business processes so that the data and information generated by its business activities can be input, collected, stored, utilised and analysed in a comprehensive, meaningful, accurate and timely manner. Besides strongly enhancing the competitive competencies of the Company, the solutions and systems will also greatly strengthen the internal control and governance features if its overall risk management framework. 7. SALIENT FEATURES Save as disclosed, there are no other salient features in this Acquisition. 8. STATEMENT BY DIRECTORS The Board of Directors of Padini, having considered all aspects of the Acquisition, is of the opinion that the terms are reasonable and that the Acquisition is in the best interest of the Company. 9. PROSPECTS AND RISK FACTORS At this point in time, there are no foreseen risk factors in this Acquisition. 10. EXPECTED TIME FRAME FOR COMPLETION The Acquisition is deemed completed upon signing of the agreement. The implementations of the ERP solution is expected to be completed within eight (8) months from the date when work on the project is first commissioned, i.e. when the first of the consultants from SAP or from the Vendor commences work on site. 11. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES The Acquisition is not subject to the approval of the Securities Commission (“SC”) and does not fall under the SC’s Policies and Guidelines on Issue/Offer of Securities or any amendments thereof. |
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