GENP - CROP PRODUCTION FOR SEPTEMBER 2010
Announcement Type: General Announcement
Company Name: GENTING PLANTATIONS BERHAD
Stock Name: GENP
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION FOR SEPTEMBER 2010
Contents: .
Company Name: GENTING PLANTATIONS BERHAD
Stock Name: GENP
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION FOR SEPTEMBER 2010
Contents: .
GNEALY - General Announcement
Announcement Type: General Announcement
Company Name: GLENEALY PLANTATIONS (MALAYA) BERHAD
Stock Name: GNEALY
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
Contents: The Board of Directors of Glenealy Plantations (Malaya) Berhad ("Glenealy" or "the Company") wishes to announce that the Company intends to seek its shareholders' approval at the forthcoming Fifty-First Annual General Meeting on the Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.
The Circular to Shareholder containing the information of the abovesaid proposal will be sent to the shareholders of the Company and despatch together with the Annual Report for the financial year ended 30 June 2010 in due course.
By Order of the Board
Tan Ghee Kiat (MICPA 811)
T V Sekhar a/l T G Venkatesan (MICPA 1371)
Date : 8 October 2010
cc : Securities Commission
Company Name: GLENEALY PLANTATIONS (MALAYA) BERHAD
Stock Name: GNEALY
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
Contents: The Board of Directors of Glenealy Plantations (Malaya) Berhad ("Glenealy" or "the Company") wishes to announce that the Company intends to seek its shareholders' approval at the forthcoming Fifty-First Annual General Meeting on the Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature.
The Circular to Shareholder containing the information of the abovesaid proposal will be sent to the shareholders of the Company and despatch together with the Annual Report for the financial year ended 30 June 2010 in due course.
By Order of the Board
Tan Ghee Kiat (MICPA 811)
T V Sekhar a/l T G Venkatesan (MICPA 1371)
Date : 8 October 2010
cc : Securities Commission
GNEALY - PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
Announcement Type: General Announcement
Company Name: GLENEALY PLANTATIONS (MALAYA) BERHAD
Stock Name: GNEALY
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
Contents: The Board of Directors of Glenealy Plantations (Malaya) Berhad ["Glenealy" or "the Company"] wishes to announce that the Company intends to seek its shareholders' approval at the forthcoming Fifty-First Annual General Meeting on the Proposed Renewal of Share Buy-Back Authority.
The Circular to shareholders containing the information of the abovesaid proposal will be sent to the shareholders of the Company and despatch together with the Annual Report for the financial year ended 30 June 2010 in due course.
By Order of the Board
Tan Ghee Kiat (MICPA 811)
T V Sekhar a/l T G Venkatesan (MICPA 1371)
8 October 2010
cc. Securities Commission
Company Name: GLENEALY PLANTATIONS (MALAYA) BERHAD
Stock Name: GNEALY
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY
Contents: The Board of Directors of Glenealy Plantations (Malaya) Berhad ["Glenealy" or "the Company"] wishes to announce that the Company intends to seek its shareholders' approval at the forthcoming Fifty-First Annual General Meeting on the Proposed Renewal of Share Buy-Back Authority.
The Circular to shareholders containing the information of the abovesaid proposal will be sent to the shareholders of the Company and despatch together with the Annual Report for the financial year ended 30 June 2010 in due course.
By Order of the Board
Tan Ghee Kiat (MICPA 811)
T V Sekhar a/l T G Venkatesan (MICPA 1371)
8 October 2010
cc. Securities Commission
RVIEW - CROP PRODUCTION - AUGUST 2010
Announcement Type: General Announcement
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION - AUGUST 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of August 2010 is 4,161.22 Metric Tonnes.
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION - AUGUST 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of August 2010 is 4,161.22 Metric Tonnes.
RVIEW - CROP PRODUCTION - SEPTEMBER 2010
Announcement Type: General Announcement
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION - SEPTEMBER 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of September 2010 is 4,069.86 Metric Tonnes.
Company Name: RIVERVIEW RUBBER ESTATES BERHAD
Stock Name: RVIEW
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: CROP PRODUCTION - SEPTEMBER 2010
Contents: The production of Fresh Fruit Bunches of Oil Palm for the month of September 2010 is 4,069.86 Metric Tonnes.
OLYMPIA - General Announcement
Announcement Type: General Announcement
Company Name: OLYMPIA INDUSTRIES BERHAD
Stock Name: OLYMPIA
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: (1)PROPOSED RENEWAL OF EXISTING AND NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE;
(2)PROPOSED RENEWAL OF GENERAL MANDATE FOR PROVISION OF FINANCIAL ASSISTANCE; AND
(3)PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
Contents: Olympia Industries Berhad ("the Company") wishes to announce that the Company will be seeking its shareholders' approval for the following proposals at the forthcoming 29th Annual General Meeting of the Company :-
(1) Proposed renewal of existing and new shareholders' mandate for recurrent related party transactions of a revenue or trading nature;
(2) Proposed renewal of general mandate for provision of financial assistance; and
(3) Proposed amendment to the articles of association of the Company.
(collectively referred to as the "Proposals")
A circular to shareholders containing the details of the Proposals will be issued in due course.
Company Name: OLYMPIA INDUSTRIES BERHAD
Stock Name: OLYMPIA
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: (1)PROPOSED RENEWAL OF EXISTING AND NEW SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE;
(2)PROPOSED RENEWAL OF GENERAL MANDATE FOR PROVISION OF FINANCIAL ASSISTANCE; AND
(3)PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
Contents: Olympia Industries Berhad ("the Company") wishes to announce that the Company will be seeking its shareholders' approval for the following proposals at the forthcoming 29th Annual General Meeting of the Company :-
(1) Proposed renewal of existing and new shareholders' mandate for recurrent related party transactions of a revenue or trading nature;
(2) Proposed renewal of general mandate for provision of financial assistance; and
(3) Proposed amendment to the articles of association of the Company.
(collectively referred to as the "Proposals")
A circular to shareholders containing the details of the Proposals will be issued in due course.
IJM - Article Entitled: IJM Land privatization in the wind?
Announcement Type: General Announcement
Company Name: IJM CORPORATION BERHAD
Stock Name: IJM
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: Article Entitled: IJM Land privatization in the wind?
Contents: The article appearing in The Edge Financial Daily on 8 October 2010 refers.
The Company has received regular feedback from the investing public about the liquidity of the shares of IJM Land Berhad, a 62.5% subsidiary listed on the Main Market of the Bursa Malaysia Securities Berhad ("Bursa Securities").
The Company is evaluating various options in this regard, bearing in mind that it was only in May 2009 that the Company has placed out shares to fulfill the shareholding spread requirements of IJM Land.
There is no definite proposal at this juncture and the Company will announce to Bursa Securities accordingly if there is a definitive proposal.
Company Name: IJM CORPORATION BERHAD
Stock Name: IJM
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: Article Entitled: IJM Land privatization in the wind?
Contents: The article appearing in The Edge Financial Daily on 8 October 2010 refers.
The Company has received regular feedback from the investing public about the liquidity of the shares of IJM Land Berhad, a 62.5% subsidiary listed on the Main Market of the Bursa Malaysia Securities Berhad ("Bursa Securities").
The Company is evaluating various options in this regard, bearing in mind that it was only in May 2009 that the Company has placed out shares to fulfill the shareholding spread requirements of IJM Land.
There is no definite proposal at this juncture and the Company will announce to Bursa Securities accordingly if there is a definitive proposal.
OILCORP - General Announcement
Announcement Type: General Announcement
Company Name: OILCORP BERHAD
Stock Name: OILCORP
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: Oilcorp Berhad ("OILCORP or the Company"):
? Shah Alam High Court Originating Summons No. 24-2223-2010
Contents: The Board of Directors of Oilcorp wishes to announce that Oilcorp had on 7 October 2010 been served a Sealed order dated 4 October 2010 regards Shah Alam High Court Originating Summons No. 24-2223-2010 by Applicants namely Binaform Sdn. Bhd. and Percetakan Printpack Sdn. Bhd. vs Respondents namely Oilcorp Berhad and its subsidiaries Oilfab Sdn. Bhd. and Oil-Line Engineering & Associates Sdn. Bhd.
Pursuant to the Order, the Applicants are given the liberty to convene separate meetings of the Creditors and Members of the Respondents pursuant to Section 176 (1) of the Companies Act 1965 for the purpose to consider and if thought fit approve with or without modification a scheme of arrangement and compromise of the Respondents.
1. The Creditors Meeting is to be held within 120 days from the date of the Order;
2. The Members Meeting is to be held within 150 days from the date of the Order; and
3. Both the Meetings are to be conducted between 9.00 a.m. and 5.00 p.m.
Oilcorp will seek legal advice in respect of the Order and will make further announcements in due course.
This announcement is dated 8 October 2010.
Company Name: OILCORP BERHAD
Stock Name: OILCORP
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: Oilcorp Berhad ("OILCORP or the Company"):
? Shah Alam High Court Originating Summons No. 24-2223-2010
Contents: The Board of Directors of Oilcorp wishes to announce that Oilcorp had on 7 October 2010 been served a Sealed order dated 4 October 2010 regards Shah Alam High Court Originating Summons No. 24-2223-2010 by Applicants namely Binaform Sdn. Bhd. and Percetakan Printpack Sdn. Bhd. vs Respondents namely Oilcorp Berhad and its subsidiaries Oilfab Sdn. Bhd. and Oil-Line Engineering & Associates Sdn. Bhd.
Pursuant to the Order, the Applicants are given the liberty to convene separate meetings of the Creditors and Members of the Respondents pursuant to Section 176 (1) of the Companies Act 1965 for the purpose to consider and if thought fit approve with or without modification a scheme of arrangement and compromise of the Respondents.
1. The Creditors Meeting is to be held within 120 days from the date of the Order;
2. The Members Meeting is to be held within 150 days from the date of the Order; and
3. Both the Meetings are to be conducted between 9.00 a.m. and 5.00 p.m.
Oilcorp will seek legal advice in respect of the Order and will make further announcements in due course.
This announcement is dated 8 October 2010.
BAT - General Announcement
Announcement Type: General Announcement
Company Name: BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD
Stock Name: BAT
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED DISPOSAL BY TOBACCO IMPORTERS AND MANUFACTURERS SDN BHD (COMPANY NO. 4414-U) ("TIM"), A WHOLLY-OWNED SUBSIDIARY OF BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD ("BATM" OR "THE COMPANY"), OF ALL THAT PIECE OF LAND UNDER THE CATEGORY "INDUSTRIAL" HELD UNDER THE TITLE HSD 153622, PLACE 76/65 MUKIM OF DAMANSARA, DISTRICT OF PETALING, STATE OF SELANGOR MEASURING APPROXIMATELY 40601.945 SQUARE METRES BEARING THE POSTAL ADDRESS NOS. 75 & 76, JALAN PLAYAR 15/1, SECTION 15, 40200 SHAH ALAM, SELANGOR DARUL EHSAN ("THE PROPERTY") TO NESTLE MANUFACTURING (MALAYSIA) SDN BHD (COMPANY NO. 315081-K) ("THE PURCHASER") FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00) ("THE PROPOSED DISPOSAL")
Contents: PROPOSED DISPOSAL BY TIM, A WHOLLY-OWNED SUBSIDIARY OF BATM, OF THE PROPERTY TO THE PURCHASER FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00).
Attachments: Appendix 1.pdf
Company Name: BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD
Stock Name: BAT
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED DISPOSAL BY TOBACCO IMPORTERS AND MANUFACTURERS SDN BHD (COMPANY NO. 4414-U) ("TIM"), A WHOLLY-OWNED SUBSIDIARY OF BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD ("BATM" OR "THE COMPANY"), OF ALL THAT PIECE OF LAND UNDER THE CATEGORY "INDUSTRIAL" HELD UNDER THE TITLE HSD 153622, PLACE 76/65 MUKIM OF DAMANSARA, DISTRICT OF PETALING, STATE OF SELANGOR MEASURING APPROXIMATELY 40601.945 SQUARE METRES BEARING THE POSTAL ADDRESS NOS. 75 & 76, JALAN PLAYAR 15/1, SECTION 15, 40200 SHAH ALAM, SELANGOR DARUL EHSAN ("THE PROPERTY") TO NESTLE MANUFACTURING (MALAYSIA) SDN BHD (COMPANY NO. 315081-K) ("THE PURCHASER") FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00) ("THE PROPOSED DISPOSAL")
Contents: PROPOSED DISPOSAL BY TIM, A WHOLLY-OWNED SUBSIDIARY OF BATM, OF THE PROPERTY TO THE PURCHASER FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00).
Attachments: Appendix 1.pdf
SMI - General Announcement
Announcement Type: General Announcement
Company Name: SOUTH MALAYSIA INDUSTRIES BERHAD
Stock Name: SMI
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: SOUTH MALAYSIA INDUSTRIES BERHAD ("SMI" or "COMPANY")
PROPOSED FULL AND FINAL SETTLEMENT IN RELATION TO THE RM96,663,049 NOMINAL VALUE OF ZERO COUPON REDEEMABLE CONVERTIBLE SECURED LOAN STOCKS 2002/2010 ("RCSLS") ["PROPOSED SETTLEMENT"]
Contents: 1.0 BACKGROUND
The Company presently has an outstanding total of RM96,663,049 nominal value of RCSLS and they are due to mature on 23 December 2010 ("Maturity Date"). The RCSLS are constituted by a trust deed dated 13 November 2002 executed between SMI and Universal Trustee (Malaysia) Berhad ("Trustee") and supplemented by a Supplemental Trust Deed dated 3 July 2007 ("Trust Deed").
Clause 5.4 of the Trust Deed states, among others, that the Trustee of the RCSLS shall convene a meeting within twelve (12) month after the seventh anniversary from the issue date of 24 December 2002 and if so required by the RCSLS holders by special resolution, SMI and the Trustee shall procure the sale of any assets charged as security for the RCSLS at no less than 70% of the average value as determined by the existing security value and two (2) security value prevailing at the point of disposal for the redemption of the nominal value of RCSLS then outstanding.
Clause 5.1 of the Trust Deed also states unless previously redeemed and cancelled as provided in the Trust Deed or converted into new ordinary shares of RM1.00 each in SMI at any time during the conversion period, SMI shall at its option either redeem the RCSLS at their principal amount or convert the RCSLS at their principal amount into new SMI Shares at the conversion price of RM1.20 nominal value of RCSLS for one (1) SMI Share.
As the Maturity Date draws near, several financial institution RCSLS holders vide the Trustee have requested SMI to make available an option for RCSLS holders that the mandatory conversion of RCSLS to shares in SMI at SMI's option on Maturity Date pursuant to clause 5.1 of the Trust Deed be altered and amended in order for RCSLS holders not to exercise Clause 5.4 of the Trust Deed that enables the RCSLS holders to procure the sale of any of the assets secured against the RCSLS.
In view of the above, the Board of Directors of SMI wishes to announce that after having considered the financial institution RCSLS holders' request in relation to the financial and commercial impact on the SMI group, the Board has deliberated and approved the mode of redemption as set out in section 2.0 herein as full and final settlement of the RCSLS and had informed the Trustee of the same.
Accordingly, after having deliberated with the financial institution RCSLS holders, the Trustee has written to the Company to inform them that the Trustee would convene a meeting, and any resolution for which notice has been adequately received will be duly put forth before the RCSLS holders at such meeting. In view of this, an announcement with regards to the Notice of Meeting to the Holders of RCSLS is made simultaneously.
2.0 DETAILS OF THE PROPOSED SETTLEMENT
The outstanding RM96,663,049 nominal value of RCSLS will be redeemed in the following manner:-
2.1 RM58.2 million in cash on or before 31 May 2011 and upon evidence of such funds in the Sinking Fund account, the Trustee would release the charge on certain assets of the Group namely, the Zenith Corporate Park project land which is sited on a 6.417 acre piece of commercial land forming part of PN9936, Lot 24545, Seksyen 40, Bandar Petaling Jaya, Daerah Petaling, Selangor Darul Ehsan and a 3.243 acre piece of commercial land forming part of PN9937, Lot 24547, Seksyen 40, Bandar Petaling Jaya, Daerah Petaling, Selangor Darul Ehsan ("Zenith Corporate Park"), the Menara SMI, an 18 storey building sited on Geran no: 5678, Lot 270, Seksyen 57, Mukim Kuala Lumpur, Wilayah Persekutuan ("Menara SMI") and 4 units of office space in Kelana Square complex located at Kelana Jaya (Kelana Square Units").
Between now and 31 May 2011, in the event there is an individual cash redemption in respect of either Menara SMI, Zenith Corporate Park or the Kelana Square Units, the respective existing charge in respect of Menara SMI, Zenith Corporate Park or the Kelana Square Units shall be individually discharged, cancelled or released; and
2.2 the balance RM38.5 million vide a set-off wherein the said amount shall be converted into a debt in Stellar Acres Sdn Bhd, a wholly-owned subsidiary of SMI ("Stellar") which sole asset is a 732 acres piece of leasehold land known as PTD 3637, HS (D) 2690, Mukim Layang-Layang, Daerah Kluang, Johor Darul Takzim (the "Stellar Land"). This RM38.5 million nominal value of RCSLS is currently secured against the Stellar Land, and upon completion, the indebtedness would be part of the full and final settlement, to SMI and in turn will be a debt due to the RCSLS holders by Stellar and without recourse to SMI.
SMI correspondingly, also as part of the full and final settlement be relieved and released from any further indebtedness or obligations to the RCSLS holders, when SMI transfers the entire issued and paid up share capital of Stellar to a trust company to be identified and approved by the RCSLS holders (the "Trustee Co") for a nominal consideration.
(hereinafter referred to as "Stellar Route")
The entire arrangements in respect of the Stellar Route shall be set out and agreed upon between relevant parties in a settlement agreement to be entered into between SMI, the Trustee, Stellar and the Trustee Co (the "Settlement Agreement").
During this time and until Maturity Date, the RCSLS shall remain listed, unless a cash redemption takes place or there is a conversion into new ordinary shares of RM1.00 each in SMI of which such number of RCSLS shall be cancelled.
3.0 RATIONALE FOR THE PROPOSED SETTLEMENT
As mentioned, the Proposed Settlement is proposed after having deliberated on the request made by financial institution RCSLS holders and after due consideration on the financial and commercial impact it would have on the SMI group.
4.0 FINANCIAL EFFECTS
4.1 Share capital
In the absence of any RCSLS being tendered for conversion, the Proposed Settlement is not expected to have any material effect on the issued and paid-up share capital for the financial year ending 31 December 2010.
4.2 Net Assets and Earnings
The Proposed Settlement is expected to be completed latest by May 2011, and arising from the Stellar Route, the Group is expected to incur a RM35 million impairment on the Stellar Land.
4.3 Substantial Shareholding Structure
The Proposed Settlement will not have any material effect on SMI's substantial shareholding structure.
4.4 Gearing
The Proposed Settlement is not expected to have any effect on the gearing of SMI for the financial year ending 31 December 2010 but upon completion there will be positive effect on the gearing of SMI group.
5.0 APPROVALS REQUIRED
The Proposed Settlement is conditional upon the approval being obtained from the RCSLS holders by special resolution at a RCSLS holders' meeting to be convened.
6.0 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
As far as the directors could ascertain, none of the other directors and/or major shareholders of SMI, and/or persons connected to them, has any interest, direct or indirect, in the Proposed Settlement.
7.0 DIRECTORS' STATEMENT
The Board, after due consideration on all aspects of the Proposed Settlement, is of the opinion that the Proposed Settlement, would be in the best interest of the SMI group as this would mean full and final settlement of the long outstanding debts restructuring of the Group which arose from the financial crisis in late 1990s thus enabling the Group to move forward. In addition, in the long run, it also means that the assets namely Menara SMI and Zenith Corporate Park's development which were, inter-alia, secured against the said debts would be safeguarded.
8.0 PERCENTAGE RATIO
The highest percentage ratio applicable with regards to the Stellar Route is ~20.4% pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.
9.0 DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Trust Deed dated 13 November 2002 and Supplemental Trust Deed dated 3 July 2007, respectively, are available for inspection at the Registered Office of SMIB at Suite 1301, 13th Floor, City Plaza Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim, during normal office hour from Monday to Friday (except for public holidays) for a period of three weeks from the date of this announcement.
This announcement is dated 8 October 2010.
Company Name: SOUTH MALAYSIA INDUSTRIES BERHAD
Stock Name: SMI
Date Announced: 08/10/2010
Announcement Detail:
Type: Announcement
Subject: SOUTH MALAYSIA INDUSTRIES BERHAD ("SMI" or "COMPANY")
PROPOSED FULL AND FINAL SETTLEMENT IN RELATION TO THE RM96,663,049 NOMINAL VALUE OF ZERO COUPON REDEEMABLE CONVERTIBLE SECURED LOAN STOCKS 2002/2010 ("RCSLS") ["PROPOSED SETTLEMENT"]
Contents: 1.0 BACKGROUND
The Company presently has an outstanding total of RM96,663,049 nominal value of RCSLS and they are due to mature on 23 December 2010 ("Maturity Date"). The RCSLS are constituted by a trust deed dated 13 November 2002 executed between SMI and Universal Trustee (Malaysia) Berhad ("Trustee") and supplemented by a Supplemental Trust Deed dated 3 July 2007 ("Trust Deed").
Clause 5.4 of the Trust Deed states, among others, that the Trustee of the RCSLS shall convene a meeting within twelve (12) month after the seventh anniversary from the issue date of 24 December 2002 and if so required by the RCSLS holders by special resolution, SMI and the Trustee shall procure the sale of any assets charged as security for the RCSLS at no less than 70% of the average value as determined by the existing security value and two (2) security value prevailing at the point of disposal for the redemption of the nominal value of RCSLS then outstanding.
Clause 5.1 of the Trust Deed also states unless previously redeemed and cancelled as provided in the Trust Deed or converted into new ordinary shares of RM1.00 each in SMI at any time during the conversion period, SMI shall at its option either redeem the RCSLS at their principal amount or convert the RCSLS at their principal amount into new SMI Shares at the conversion price of RM1.20 nominal value of RCSLS for one (1) SMI Share.
As the Maturity Date draws near, several financial institution RCSLS holders vide the Trustee have requested SMI to make available an option for RCSLS holders that the mandatory conversion of RCSLS to shares in SMI at SMI's option on Maturity Date pursuant to clause 5.1 of the Trust Deed be altered and amended in order for RCSLS holders not to exercise Clause 5.4 of the Trust Deed that enables the RCSLS holders to procure the sale of any of the assets secured against the RCSLS.
In view of the above, the Board of Directors of SMI wishes to announce that after having considered the financial institution RCSLS holders' request in relation to the financial and commercial impact on the SMI group, the Board has deliberated and approved the mode of redemption as set out in section 2.0 herein as full and final settlement of the RCSLS and had informed the Trustee of the same.
Accordingly, after having deliberated with the financial institution RCSLS holders, the Trustee has written to the Company to inform them that the Trustee would convene a meeting, and any resolution for which notice has been adequately received will be duly put forth before the RCSLS holders at such meeting. In view of this, an announcement with regards to the Notice of Meeting to the Holders of RCSLS is made simultaneously.
2.0 DETAILS OF THE PROPOSED SETTLEMENT
The outstanding RM96,663,049 nominal value of RCSLS will be redeemed in the following manner:-
2.1 RM58.2 million in cash on or before 31 May 2011 and upon evidence of such funds in the Sinking Fund account, the Trustee would release the charge on certain assets of the Group namely, the Zenith Corporate Park project land which is sited on a 6.417 acre piece of commercial land forming part of PN9936, Lot 24545, Seksyen 40, Bandar Petaling Jaya, Daerah Petaling, Selangor Darul Ehsan and a 3.243 acre piece of commercial land forming part of PN9937, Lot 24547, Seksyen 40, Bandar Petaling Jaya, Daerah Petaling, Selangor Darul Ehsan ("Zenith Corporate Park"), the Menara SMI, an 18 storey building sited on Geran no: 5678, Lot 270, Seksyen 57, Mukim Kuala Lumpur, Wilayah Persekutuan ("Menara SMI") and 4 units of office space in Kelana Square complex located at Kelana Jaya (Kelana Square Units").
Between now and 31 May 2011, in the event there is an individual cash redemption in respect of either Menara SMI, Zenith Corporate Park or the Kelana Square Units, the respective existing charge in respect of Menara SMI, Zenith Corporate Park or the Kelana Square Units shall be individually discharged, cancelled or released; and
2.2 the balance RM38.5 million vide a set-off wherein the said amount shall be converted into a debt in Stellar Acres Sdn Bhd, a wholly-owned subsidiary of SMI ("Stellar") which sole asset is a 732 acres piece of leasehold land known as PTD 3637, HS (D) 2690, Mukim Layang-Layang, Daerah Kluang, Johor Darul Takzim (the "Stellar Land"). This RM38.5 million nominal value of RCSLS is currently secured against the Stellar Land, and upon completion, the indebtedness would be part of the full and final settlement, to SMI and in turn will be a debt due to the RCSLS holders by Stellar and without recourse to SMI.
SMI correspondingly, also as part of the full and final settlement be relieved and released from any further indebtedness or obligations to the RCSLS holders, when SMI transfers the entire issued and paid up share capital of Stellar to a trust company to be identified and approved by the RCSLS holders (the "Trustee Co") for a nominal consideration.
(hereinafter referred to as "Stellar Route")
The entire arrangements in respect of the Stellar Route shall be set out and agreed upon between relevant parties in a settlement agreement to be entered into between SMI, the Trustee, Stellar and the Trustee Co (the "Settlement Agreement").
During this time and until Maturity Date, the RCSLS shall remain listed, unless a cash redemption takes place or there is a conversion into new ordinary shares of RM1.00 each in SMI of which such number of RCSLS shall be cancelled.
3.0 RATIONALE FOR THE PROPOSED SETTLEMENT
As mentioned, the Proposed Settlement is proposed after having deliberated on the request made by financial institution RCSLS holders and after due consideration on the financial and commercial impact it would have on the SMI group.
4.0 FINANCIAL EFFECTS
4.1 Share capital
In the absence of any RCSLS being tendered for conversion, the Proposed Settlement is not expected to have any material effect on the issued and paid-up share capital for the financial year ending 31 December 2010.
4.2 Net Assets and Earnings
The Proposed Settlement is expected to be completed latest by May 2011, and arising from the Stellar Route, the Group is expected to incur a RM35 million impairment on the Stellar Land.
4.3 Substantial Shareholding Structure
The Proposed Settlement will not have any material effect on SMI's substantial shareholding structure.
4.4 Gearing
The Proposed Settlement is not expected to have any effect on the gearing of SMI for the financial year ending 31 December 2010 but upon completion there will be positive effect on the gearing of SMI group.
5.0 APPROVALS REQUIRED
The Proposed Settlement is conditional upon the approval being obtained from the RCSLS holders by special resolution at a RCSLS holders' meeting to be convened.
6.0 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
As far as the directors could ascertain, none of the other directors and/or major shareholders of SMI, and/or persons connected to them, has any interest, direct or indirect, in the Proposed Settlement.
7.0 DIRECTORS' STATEMENT
The Board, after due consideration on all aspects of the Proposed Settlement, is of the opinion that the Proposed Settlement, would be in the best interest of the SMI group as this would mean full and final settlement of the long outstanding debts restructuring of the Group which arose from the financial crisis in late 1990s thus enabling the Group to move forward. In addition, in the long run, it also means that the assets namely Menara SMI and Zenith Corporate Park's development which were, inter-alia, secured against the said debts would be safeguarded.
8.0 PERCENTAGE RATIO
The highest percentage ratio applicable with regards to the Stellar Route is ~20.4% pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.
9.0 DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Trust Deed dated 13 November 2002 and Supplemental Trust Deed dated 3 July 2007, respectively, are available for inspection at the Registered Office of SMIB at Suite 1301, 13th Floor, City Plaza Jalan Tebrau, 80300 Johor Bahru, Johor Darul Takzim, during normal office hour from Monday to Friday (except for public holidays) for a period of three weeks from the date of this announcement.
This announcement is dated 8 October 2010.
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