The Board of Directors of RGTECH wishes to announce that the Company had, on 12 July 2024, executed a legally binding term sheet (“Term Sheet”) with Un Sze Hau (“Vendor”) which sets out the transaction structure and understanding of RGTECH and the Vendor (collectively referred to as the “Parties”) in respect of the proposed acquisition of 80% equity interest in Rymnet, comprising 80,000 ordinary shares in Rymnet for a total purchase consideration of RM52.50 million (“Purchase Consideration”) (“Proposed Acquisition”). The Proposed Acquisition is conditional upon the completion of the acquisition of the entire equity interest in Rymnet Solutions Pte Ltd (“Rymnet SGP”) by Rymnet, which would result in Rymnet SGP being a wholly-owned subsidiary of Rymnet. The terms of the Proposed Acquisition will be formalised in a conditional share purchase agreement (“SPA”) to be entered into by both Parties within 30 days from the date of the Term Sheet or at an extended period to be mutually agreed by both Parties.

Rymnet is an established information technology (“IT”) solutions provider, focusing on the digitalisation of human resource management operations. The Proposed Acquisition will bode well with RGTECH’s business strategic plans to widen and diversify its IT solution offerings.

The Purchase Consideration shall be fully satisfied via a combination of:-

(a) cash consideration of RM42.50 million; and

(b) balance of RM10.00 million to be fully satisfied via the issuance and allotment of 30,303,031 new ordinary shares in RGTECH (“RGTECH Share(s)”) (“Consideration Share(s)”) at an issue price of RM0.33 per Consideration Share (“Issue Price”) by RGTECH to the Vendor. The Issue Price was agreed upon between RGTECH and the Vendor on a willing-buyer willing-seller basis, based on the discount of approximately 9.98% to the 1-month volume weighted average market price of RM0.3666 of RGTECH Shares up to and including 11 July 2024, being the last trading day immediately prior to the date of the signing of the Term Sheet.

The salient terms of the Term Sheet are set out in Section 4 of this Announcement.

The Term Sheet will enable the Parties to finalise and conclude the SPA and a detailed announcement on the Proposed Acquisition shall be announced on the date of signing of the SPA.

Please refer to the attachment for the details of this announcement. 


This announcement is dated 12 July 2024.