The Board of Directors of BreadTalk Group Limited (the "Company") wishes to announce that its wholly-owned subsidiary, BreadTalk International Pte. Ltd ("BTI") has entered into an Investment and Shareholders Agreement (the "Investment Agreement") with Memory Lane Sdn Bhd ("ML") to increase its investment in ML Breadworks Sdn Bhd ("MLB"), a joint venture company incorporated in Malaysia, which is currently held by BTI and ML in the proportion of 49:51 respectively.
Pursuant to the Investment Agreement, BTI will invest an additional RM2,000,000 in MLB in the form of an allotment of 2,000,000 new ordinary shares at RM1 each (the "Ordinary Shares"). In consideration of BTI's investment, ML has agreed to transfer a total of 1,030,000 ordinary shares owned by it in MLB upon the allotment of the Ordinary Shares to BTI, at nil consideration.
Consequent to the allotment of the Ordinary Shares by MLB to BTI and the transfer of ML's shares to BTI, MLB will have a paid up and issued share capital of RM5,000,000 divided into 5,000,000 ordinary shares of RM1 each, with BTI holding 90% and ML holding the remaining 10%. Accordingly, MLB will become a subsidiary of BTI.
This transaction is funded by internal resources and is not expected to have any material impact on the earnings per share and net tangible assets of the Company and the Group for the financial year ending 31 December 2007.
The investment does not constitute a discloseable transaction under the provisions of Rule 1010 of the Singapore Exchange Securities Trading Limited's Listing Manual.
None of the Directors and substantial shareholders of the Company has any interest, direct or indirect in the above transaction.
BY ORDER OF THE BOARD
Tan Cher Liang
20 September 2007