Edenor Technology Sdn Bhd entered into a conditional Sale and Purchase Agreement to acquire Emery Oleochemicals (M) Sdn Bhd and Emery Specialty Chemicals Sdn Bhd from Sime Darby Plantation Berhad (KLSE:SIMEPLT) and PTTGC International Private Ltd. for MYR 38 million on August 19, 2021. The consideration of MYR 38 million is derived based on the agreed debt free cash free enterprise value of MYR 243 million LESS the Emery Oleochemicals (M) Sdn Bhd and Emery Specialty Chemicals Sdn Bhd Net Debt of MYR 205 million. The interim purchase price which shall be determined based on unaudited financial statements of the Group Companies reflecting the estimated financial position of the Group Companies (?Interim Management Accounts?) as at the last day of the calendar month in which the Condition Precedent is fulfilled, deemed to be fulfilled, or waived in accordance to the SPA. The Interim Purchase Price shall be paid as follows, 10% of Target Equity or MYR 3.8 million (?Down Payment?) upon the signing of the SPA; and, the difference between the Interim Purchase Price and the Down Payment on the Completion Date, being the date falling seven (7) Business Days after the Completion Accounts Date. After the Completion Date, Sime Darby Plantation Berhad and PTTGC International Private Ltd. shall procure the engagement of an independent auditor to carry out an audit on the Interim Management Accounts and prepare the audited financial position of the Group Companies as of the Completion Accounts Date (?Completion Accounts?). A post-Completion adjustment shall thereafter be made to the Interim Purchase Price, In the event the Final Purchase Price is more than the Interim Purchase Price, Edenor Technology Sdn Bhd shall pay the shortfall to Sime Darby Plantation Berhad and PTTGC International Private Ltd and vice versa. MFCB is funding the MYR 20 million investment in the equity of Edenor Technology (?Investment?), being MFCB?s 50% share of the paid-up capital of Edenor Technology, through internally generated funds. In the event the existing lenders of the Group Companies do not consent to the change in control of the Group Companies, MFCB shall utilize its existing stand-by credit facilities to temporarily repay the existing lenders of the Group Companies for an amount of up to MYR 255 million in order to ensure the Group Companies will be able to continue as a going concern, post-Completion. The transaction is subject to evidence that Sime Darby Plantation Berhad and PTTGC International Private Ltd. have completed the Restructuring, as described above; and, evidence that the damaged RIKA plant (?Damaged Plant?) has commenced operation. The transaction is expected to be completed on or around January 2022. The Board of Directors of Mega First Corporation Berhad (?MFCB?) wishes to update that all conditions precedent under the SPA have been fulfilled on or before 31 October 2021.