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Textured Jersey makes major overseas acquisition

Textured Jersey (Lanka) Limited

Becomes one of the largest mills in South Asia with these moves

Barely weeks after being crowned the overall victor at the World Textile Awards in London and winning the prestigious title ‘Firm of The Year', Textured Jersey Lanka PLC today announced the intended acquisition of Ocean India (Pvt) Ltd. Further to the disclosure made in February with regard to the initiation of independent valuations and due diligence studies with a view to acquiring a controlling stake in Ocean India (Pvt) Ltd., a company that carries out a knit fabric manufacturing operation in Visakhapatnam, India ("Ocean India"), the Board of Directors of Textured Jersey Lanka PLC ('TJL') has decided to acquire, subject to obtaining the necessary corporate and regulatory approvals therefor, the entirety of the issued shares of Ocean Mauritius Limited, a company incorporated in Mauritius which is the parent company of Ocean India.

The total consideration payable by TJL to the selling shareholders, namely, Brandix Group ("Brandix"), Jacob BAC Ltd, Compagnie Mauricenne de Textile Ltee and Pioneer Elastic Holdings Ltd, is USD 15 million. Supported through a strong Balance Sheet and due to its sound business performance, TJL will pay due consideration to the selling shareholders in the form of 50% of the consideration to be paid in cash and the balance 50% to be paid by the issue of shares in TJL to the selling shareholders.

Pursuant to the above, the Board of Directors of TJL has decided to issue, subject to obtaining the necessary corporate and regulatory approvals therefor, 35,197,368 ordinary voting shares of TJL, by way of a share swap, to the selling shareholders in consideration of the transfer by the selling shareholders to TJL of 17,815,000 shares in Ocean Mauritius. The issue of the said shares by way of a share swap is subject to the Colombo Stock Exchange approving in principle the issue and listing of such shares and obtaining shareholder approval at a general meeting.

Preceding this decision, TJL had just recently acquired Quenby Lanka Prints (Private) Limited, and this new acquisition brings TJL to an entirely different platform. TJL will thus become the only Sri Lankan based multinational Fabric Mill, and the leading textile player in South Asia. Commenting on this move, TJL's CEO Sriyan de Silva Wijeyeratne said "The solution flexibility Textured Jersey now possesses will bring significant benefits, shorter lead times and stronger innovation capabilities to our growing customer base. Shareholders too should see greater synergy and long term growth prospects as a result of these bold moves."

The Board of Directors also announced that TJL has been informed by one of its major shareholders Pacific Textured Jersey Holdings Limited (“Pacific”), who presently holds 39.65% of the issued shares of TJL, that Pacific proposes to sell, a part of the shares held by it in TJL, amounting to approximately 10% of the total issued shares of TJL.

TJL has been further informed by Pacific and Brandix, the two major shareholders of TJL, that Pacific and Brandix are, pursuant to an agreement reached between them, acting in concert within the meaning of the Company Takeovers and Mergers Code 1995 and that Pacific and Brandix have agreed to maintain a collective shareholding in TJL of not less than 51% of the issued shares thereof, for a period of at least 5 years. The strong long term commitments by Sri Lanka’s leading Apparel Exporter Brandix, and one of Asia’s Largest Fabric Mills, Pacific, are bound to ensure that TJL will receive the stewardship and strategic insight to continue its growth momentum. These moves will also provide other shareholder and the Public with greater opportunity to be part of the TJL's exciting future. With the GSP+ conversations in the background, local production would expect to benefit from any decision which may transpire in the times ahead.

Incorporated fifteen years ago, and now listed on the Colombo Stock Exchange, TJL leads the Sri Lankan Fabric Industry through Innovation and Sustainability, and is amongst the LMD top 50 companies in Sri Lanka. The company supplies to some of the best international brands including Marks & Spencer, Victoria’s Secret, Intimissimi, Tezenis and Calvin Klein.



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