TEXCHEM RESOURCES BHD. - Announcements - Bursa Malaysia

ADDITIONAL INFORMATION
1. DIRECTORS’ RESPONSIBILITY
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APPENDIX I
This Circular has been seen and approved by the Board of Directors of Texchem Resources Bhd.
(“TRB”) and they collectively and individually accept full responsibility for the accuracy of the
information given in this Circular and confirm that after making all reasonable enquiries and to the
best of their knowledge and belief, there are no false or misleading statements or information or
facts, the omission of which would make any statement herein misleading or incorrect.
2. MATERIAL CONTRACTS
Save for the following, TRB and its subsidiaries have not entered into any other material contracts
(not being contracts entered into in the ordinary course of business) during the two (2) years
preceding the date of this Circular:
(i) Share Sale Agreement dated 15 May 2006 between TRB and Introplus Sdn. Bhd. (In
Member’s Voluntary Liquidation) (“ISB”) for the acquisition of 2,040,000 ordinary shares
of RM1.00 each in Texcorp (“Texcorp Shares”) by TRB from ISB at a cash consideration
of RM5,038,800.
(ii) Facility Agreement dated 19 September 2006 amongst Alliance Investment Bank Berhad
(formerly known as Alliance Merchant Bank Berhad) [“Alliance”], TRB and Idaman
Capital Berhad (“Idaman”) in relation to a fixed rate term loan of RM35 Million under a
Primary Collateralised Loan Obligations (“CLO”) Programme.
(iii) Share Purchase Agreement and Call Option dated 28 December 2006 amongst Daiichi
Kasei Co., Ltd (“DK”), Daiichi Kasei Holdings Co., Ltd. and Texchem-Pack Holdings (S)
Ltd. (“TXPHS”) for the acquisition of 30% equity interest in M.A.C. Technology (M) Sdn.
Bhd. (“MAC”) [upon conversion of 11,250,000 non-cumulative redeemable preference
shares in MAC into 11,250,000 ordinary shares of RM1.00 each in MAC] comprising
9,124,500 ordinary shares of RM1.00 each, from Daiichi Kasei Co., Ltd by TXPHS at a
total cash purchase consideration of RM7,078,476 subject to a call option granted by DK
and Daiichi Kasei Holdings Co., Ltd.
(iv) Supplemental Commercial Papers and/or Medium Term Notes Programme Agreement
dated 18 January 2007 amongst
(a) TRB (as Issuer);
(b) RHB Investment Bank Bhd [formerly known as RHB Sakura Merchant Bankers
Bhd.] (as Lead Arranger, Facility Agent, Issue Agent, Paying Agent and
Underwriter); and
(c) CIMB Bank Berhad (formerly known as Bumiputera-Commerce Bank Berhad),
EON Bank Berhad, OCBC Bank (Malaysia) Berhad and Maybank Berhad (all as
Underwriters)
in relation to the proposed issuance of private debt securities of up to RM100 million in
the form of commercial papers and or medium term notes (“CP/MTN Programme”) by
TRB.
(v) Supplemental Trust Deed dated 18 January 2007 between TRB (as Issuer) and Malaysian
Trustees Berhad (as Trustee and Security Trustee) in relation to the CP/MTN Programme.
(vi) Share Sale Agreement dated 26 January 2007 between TXPHS and Eye Corporate
Planning Co., Ltd. (“ECP”) for the acquisition of 49% equity interest in Eye Graphic Sdn.
Bhd. comprising 980,000 ordinary shares of RM1.00 each from ECP by TXPHS for a total
consideration of RM3,526,000 or approximately RM3.60 per share to be satisfied by the