(Unless otherwise defined, capitalised terms used in
this announcement shall have the same meaning as those given to them in the initial
announcement made on 3 April 2019.)
Reference is made to the Company’s announcements made on 3 April 2019, 13 June 2019 and
15 October 2019 in relation to the Share Purchase Agreement with Chaswood Resources Sdn
Bhd for the acquisition of 100 ordinary shares in Craveat International Sdn Bhd
(formerly known as Bistromalones (PJ) Sdn Bhd) (“Craveat”), representing the entire
equity interest in Craveat, including the shares in the entities below, for a total
purchase consideration of RM8.0 million, to be fully satisfied in cash.
1) 100% of the total issued share capital of the Teh Tarik Place Sdn Bhd (principal and
proprietor of the 'Teh Tarik Place' brand, owner of Teh Tarik Place outlets at The Curve
and IOI Mall Puchong);
2) 100% of the total issued share capital of the Bistroamericana (TC) Sdn Bhd (TGI
Fridays restaurant at The Curve);
3) 100% of the total issued share capital of the Bistroamericana (P.J.) Sdn Bhd (TGI
Fridays restaurant at Gurney Paragon);
4) 100% of the total issued share capital of Bistroamericana (BU) Sdn Bhd (TGI Fridays
restaurant at 1 Utama);
5) 100% of the total issued share capital of the Bistroamericana (QB) Sdn Bhd (TGI
Fridays at Queensbay Mall);
6) 100% of the total issued share capital of the Bistroamericana (A) Sdn Bhd (TGI
Fridays restaurant at Alamanda Putrajaya);
7) 100% of the total issued share capital of the Bistroamericana (Hartamas) Sdn Bhd (TGI
Fridays restaurant at Hartamas Shopping Centre);
8) 100% of the total issued share capital of the Bistroamericana (SP) Sdn Bhd (TGI
Fridays restaurant at Sunway Pyramid);
9) 100% of the total issued share capital of the Bistroamericana (BB) Sdn Bhd (TGI
Fridays restaurant at Pavilion KL); and
10) 20% of total issued share capital of the Bistroamericana (J.B.) Sdn Bhd (TGI Fridays
restaurant at Wisma Jotic, Johor Bahru).
The Board of Directors of Hua-An wishes to announce that the Company has on 18 March
2020 entered into a Supplemental Agreement with Chaswood Resources Sdn. Bhd. for the
purpose of excluding the acquisition of the shares in Bistroamericana (PJ) Sdn. Bhd.
(“BAPJ”) subsequent to the acquisition of the entire equity interest in Craveat
(“Exclusion”). Henceforth, BAPJ shall not a subsidiary of Hua-An. Notwithstanding the
Exclusion, the Purchase Consideration shall remain the same.
The said Exclusion is deemed necessary and expedient to Hua-An given the fact that the
share transfer of BAPJ have not been perfected subsequent to the acquisition of Craveat
owing to BAPJ’s dire business performance and its unresolved legal proceedings, these of
which will only cause unnecessary financial burdened to Hua-An, should it continue to
absorb the BAPJ into its group.
The Supplemental Agreement will not have any effect on the share capital, substantial
shareholders’ shareholding, earnings, earnings per shares, net assets, net assets per
share and gearing of of Hua-An for the financial year ending 31 December 2019.
None of the Directors and major shareholders of Hua-An and/or person connected to them
have any interest, direct or indirect in the Supplemental Agreement.
The Board of Directors of Hua-An, having considered all aspect of the Supplemental
Agreement, is of the opinion that the execution of the Supplemental Agreement is in the
best interests of Hua-An.
The Supplemental Agreement is available for inspection at the registered office of
Hua-An at Level 7, Menara Milenum, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur, Wilayah Persekutuan during normal business hours from
Monday to Friday (except public holiday) for a period of three (3) months from the date
of this announcement.
This announcement is dated 18 March 2020.
