May 30, 2022 (MLN): System Limited and its wholly-owned subsidiary in Singapore, Systems Internal IT Pte Ltd will enter into a Shares Purchase Agreement with the existing shareholders of NdcTech for the acquisition of 100% shares of NdcTech for a consideration of $10 million plus Rs5.075 billion payable by the company, as per the resolutions passed in the Board of Directors’ meeting held on May 27, 2022.
The amount is partially in cash (Rs346 million) and partially in kind by way of issuance of 11,822,500 new shares of the company to the sellers of NdcTech at Rs400 per share of the company subject to all necessary shareholder and regulatory approvals.
To note, NdcTech comprises National Data Consultant (Pvt.) Limited, NDCTECH APAC Pte. Limited, Singapore and National Data Consultancy FZC.
As per the notice, the CEO of the company has been authorized to finalize the terms and conditions for the Shares Purchase Agreement and execute the same for and on behalf of the company and take all actions and steps for implementing the terms of the Shares Purchase Agreement.
It has been further resolved that the agenda item of the proposal for further issue shares by way of other than right, under sub-section (1) of section 83 of the Companies Act 2017 and Section 5 of Chapter IV of the Companies (Further Issue of Shares) Regulation, 2020 in favour of the sellers of NdcTech as and by way of partial consideration be taken up in a subsequent Board meeting after execution of the Shares Purchase Agreement and completion of necessary formalities for such proposal under the aforesaid Regulations.
Currently, the stock is trading at Rs.334.84, up by 5.92 or 1.80% DoD [9:59 PST].
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