Further to the announcement made on 15 May 2012, the Board of Directors of Bonia Corporation Berhad ("Company" or "Bonia") wishes to furnish the following additional information:
1. The details of the Profit Guarantee pursuant to the Acquisition
Clause 7.14 of Share Sale Agreement dated 9 September 2010 ("SSA") states that the profit after tax ("PAT") of Jeco (Pte) Limited ("Jeco") for each of the financial years ended 31 March 2011 and 31 March 2012 respectively shall be no less than Singapore Dollars Five Million (SGD5,000,000/-) ("Guaranteed PAT").
Pursuant to Paragraph 11 of Part 1 of Schedule 4 of the SSA, the Vendors of Jeco shall upon Completion Date, deliver to Bonia an on demand bank guarantee for SGD5,000,000/- undertaking to pay to Bonia any difference between the Guaranteed PAT and the actual PAT for the financial years ended 31 March 2011 and 31 March 2012 and to be valid for a minimum period of three (3) years from the Completion Date or until at least three (3) months after the date that the audited accounts of Jeco for the financial year ending 2013 is signed by the directors and auditors of Jeco, whichever is later.
2. The reason for the cancellation of the bank guarantee
Jeco had achieved a profit for the financial years ended 31 March 2011 and 31 March 2012 in excess of the Guaranteed PAT. Therefore the bank guarantee is no longer necessary.
This announcement is made on 17 May 2012.