Fiamma

FIAMMA Holdings Bhd has revised the terms of its proposed joint venture by replacing a planned issuance of redeemable preference shares (RPS) with a cash payment of RM442,000.

In a filing with Bursa Malaysia, the company said it has entered into an addendum to the earlier shareholders’ agreement with Benua Daya Sdn Bhd (BDSB) and Seloomurni Sdn Bhd (SUSB) on July 17.

Under the new terms, BDSB will pay RM442,000 in cash to Fiamma within three months from the satisfaction or waiver of all conditions precedent, replacing the original plan to issue 442,000 RPS for RM44.20 as compensation for the 70% diminution in SUSB’s net asset value attributable to Fiamma.

Concurrently, Fiamma, BDSB and CHGPB also signed a deed of revocation to rescind both the earlier subscription agreement and the corporate guarantee related to it.

As a result, both agreements are deemed null and void with immediate effect.

Fiamma said the revised structure offers a more straightforward compensation mechanism and improves certainty on returns.

The group’s audit committee and independent adviser concurred that the revised arrangement is in the best interest of Fiamma, fair and reasonable, and not detrimental to the interests of non-interested shareholders. — TMR

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