The Company had, on 12 July 2024, executed a legally binding term sheet with Un Sze Hau (“Vendor”) (collectively referred to as the “Parties”) in relation to the Proposed Acquisition (“Term Sheet”). The Term Sheet aimed to provide a structured framework and accord adequate time for the Parties to finalise the definitive terms of the conditional share purchase agreement (“SPA”). The Parties have, on 9 August 2024, mutually agreed to extend the negotiation period from 11 August 2024 up to 10 September 2024 via a supplemental letter issued by RGTECH dated on even date (“Extension of Time”). The Extension of Time was sought to accord additional time for both Parties to finalise the terms of the SPA.
Subsequent thereto, on behalf of the Board of Directors of RGTECH, UOB Kay Hian Securities (M) Sdn Bhd is pleased to announce that the Company had on 9 September 2024, entered into a SPA with the Vendor to acquire 80,000 ordinary shares in Rymnet (“Rymnet Share(s)” or “Sale Share(s)”), representing 80% equity interest in Rymnet, for a purchase consideration of RM52.50 million. The Purchase Consideration shall be fully satisfied via a combination of cash consideration of RM42.50 million and the issuance and allotment of 30,303,000 new RGTECH Shares (“Consideration Share(s)”) at an issue price of RM0.33 per Consideration Share (“Issue Price”). The Issue Price was agreed upon between RGTECH and the Vendor on a willing-buyer willing-seller basis, based on the discount of approximately 9.98% to the 1-month volume weighted average market price of RGTECH Shares up to and including 11 July 2024, being the last trading day immediately prior to the date of the signing of the Term Sheet.
The Proposed Acquisition is in line with the business strategic plans of RGTECH and its subsidiaries to widen and diversify its information technology (“IT”) solution offerings. For information purposes, Rymnet is an established IT solutions provider, focusing on the digitalisation of human resource (“HR”) management operations. Since launching its cloud-based platform in 2011, Rymnet has been providing a comprehensive suite of HR solutions, including, amongst others, payroll, time attendance, and e-learning software modules. Having an established track record of serving more than 200 clients, Rymnet offers streamlined and integrated HR solutions tailored to various industries.
Further details of the Proposed Acquisition are set out in the attachment enclosed.
This announcement is dated 9 September 2024.