SCOMI - Additional Listing Announcement
Company Name: SCOMI GROUP BERHAD
Stock Name: SCOMI
Date Announced: 09/09/2010
Whether the corporate proposal involves the issuance of new type and new class of securities?: No
Types of corporate proposal: ESOS
Details of corporate proposal: Exercise of options granted under Employees' Share Option Scheme ("ESOS")
No. of shares issued under this corporate proposal: 112,000
Issue price per share ($$): MYR 0.170
Par Value ($$): MYR 0.100
Currency: MYR 117,703,262.100
Listing Date: 13/09/2010
EVERMAS - General Announcement
Company Name: EVERMASTER GROUP BERHAD
Stock Name: EVERMAS
Date Announced: 09/09/2010
Subject: Evermaster Group Berhad (Receiver and Manager Appointed") (the "Company")
- Delay in the issuance of quarterly report
Contents: Further to the Company's announcement dated 31 Auguist 2010.
The Board of Directors of the Company wishes to announce that: -
1) The Company has failed to issue the outstanding financial statements by the due date i.e 31 August 2010 as the financial statements has not been reviewed by the Audit Committee of which the committee is currently vacant.
2) The trading of the Company's shares has been suspended since 19 May 2009;
3) The Board of Directors will make every endeavour to ensure that a Board meeting will be convenced within Five (5) weeks from the date of this announcement to approve the outstanding financial Statements; and
4) The Board of Directors is expecting the said outstanding financial statements would be issued after the said Board Meeting.
This announcement is made on 9 September 2010.
SPSETIA - General Announcement
Company Name: S P SETIA BERHAD
Stock Name: SPSETIA
Date Announced: 09/09/2010
Subject: S P SETIA BERHAD (19698-X) ("S P SETIA" or "THE COMPANY")
PROPOSED ACQUISITION BY SETIA INDAH SDN BHD (185555-H) ("SETIA INDAH" OR "PURCHASER"), A WHOLLY OWNED SUBSIDIARY OF S P SETIA BERHAD, OF A PIECE OF LAND HELD UNDER H.S.(D) 371066 FOR PTD 117031 IN THE MUKIM OF TEBRAU, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR DARUL TAKZIM MEASURING APPROXIMATELY 259.10 ACRES ("LAND") FROM KELANA VENTURES SDN BHD (243901-U) ("KELANA VENTURES" OR "VENDOR") FOR A TOTAL CASH CONSIDERATION OF RM169,295,940/- ("PROPOSED ACQUISITION")
Contents: 1. INTRODUCTION
The Board of Directors of S P Setia ("Board") wishes to announce that on 9 September 2010, a wholly owned subsidiary of S P Setia, Setia Indah Sdn Bhd ("Setia Indah"), has entered into a conditional Sale and Purchase Agreement ("SPA") with Kelana Ventures Sdn Bhd ("Kelana Ventures") to purchase a piece of land held under H.S.(D) 371066 for PTD 117031 in the Mukim of Tebrau, District of Johor Bahru, State of Johor Darul Takzim measuring approximately 259.10 acres on a net land basis ("Land") for a total cash consideration of RM169,295,940/- ("Proposed Acquisition").
2. INFORMATION ON SETIA INDAH
Setia Indah is incorporated in Malaysia under the Companies Act, 1965 on 16 August 1989 as a private limited company. The present authorised share capital is RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each of which RM25,000,000 is issued and fully paid up. Presently Setia Indah's principal activities are property development and property investment holding.
3. INFORMATION ON KELANA VENTURES
Kelana Ventures is incorporated in Malaysia under the Companies Act, 1965 on 7 July 1992 as a private limited company. The present authorised share capital is RM55,000,000 comprising 50,000,000 ordinary shares of RM1.00 each and 5,000,000 preferences shares of RM1.00 each of which 1,000,000 ordinary shares and 5,000,000 preference shares are issued and fully paid up. Kelana Ventures's principal acitivities are property development and property investment.
4. INFORMATION ON THE LAND
The Land is part of an original piece of freehold land measuring approximately 272.02 acres held under H.S.(D) 371066 for PTD 117031, in the Mukim of Tebrau, District of Johor Bahru and State of Johor Darul Takzim ("Original Land"). The Land is net of 12.92 acres reserved for water pipeline buffer zone from the Original Land.
The Land is situated in the Tebrau corridor which is a fast growing area in Johor given increased development activities and new property launches as the housing demand has spilled over from the congested Johor Bahru city to this corridor.
It is located to the immediate north of and adjacent to the Group's matured Setia Indah Johor township. Other established projects in the vicinity include Taman Mount Austin and Taman Daya. In addition, Taman Impian Emas, Taman Anggerik and Taman Sri Putra are located along Jalan Maju Jaya which is towards the south-west of the Land while Taman Impian Jaya is towards the north of the Land. Please refer to the attached map for location details of the Land.
5. SALIENT TERMS OF THE PROPOSED ACQUISITION
5.1 Basis of Consideration
The purchase consideration for the Land of RM169,295,940/- ("Purchase Consideration") was arrived at on a willing-buyer willing-seller basis after taking into consideration the development potential of the Land. Given the Group's knowledge of the market value of the properties surrounding the Land, no valuation was carried out on the Land.
The Land, which has been approved by the relevant authorities from 'Agricultural' to 'Building' use ("SBKS Approval"), is purchased free from all encumbrances and with vacant possession and upon the terms and conditions specified in the SPA.
5.2 Conditions Precedent and Estimated Time Frame for Completion
The Proposed Acquisition is conditional upon the fulfillment of inter-alia, the following conditions precedent (collectively, "Conditions Precedent") within a period of three (3) months from the date of the SPA or such other period as may be mutually agreed in writing between the parties ("Approval Period"), namely:-
i) the approval of the Estate Land Board ("ELB") being obtained by the Vendor for the transfer of the Land to the Purchaser ("ELB Approval");
ii) if required, the approval of the Economic Planning Unit ("EPU") being obtained by the Purchaser for the purchase of the Land ("EPU Approval");
iii) the planning approval (Kebenaran Merancang) and revised layout approvals being obtained by the Purchaser based on the Purchaser's requirements and conditions, from Majlis Bandaraya Johor Bahru ("MBJB") and the land authorities for the Purchaser's development of the Land as a mixed development without any condition imposed on the Purchaser to construct any low-cost component within the Land;
iv) the approval of the relevant authorities for the transfer to the Purchaser of that part of the SBKS Approval relating to the Land being obtained by the Vendor from the relevant authorities; and
v) the Vendor obtaining the written consents of the developers of the lands adjacent to the Land, or such other persons who are the owners of the adjacent lands at the relevant time, consenting to the construction of certain access roads by the Purchaser.
The SPA shall become unconditional on the date on which the last of the Conditions Precedent has been duly fulfilled or waived by the Purchaser within the Approval Period ("Unconditional Date").
5.3 Payment of Purchase Consideration
The Purchase Consideration, which will be satisfied wholly in cash from internally generated funds and/or external borrowings, shall be payable to the Vendor in the following manner:-
i) deposit amounting to RM16,929,594/- representing 10% of the Purchase Consideration will be paid to the Vendors' solicitors upon the execution of the SPA; and
ii) the balance of the Purchase Consideration of RM152,366,346/- representing 90% of the Purchase Consideration shall be payable to the Vendor within a period of one (1) month from the Unconditional Date.
5.4 Liabilities to be Assumed
There are no liabilities including contingent liabilities and guarantees to be assumed by S P Setia Group arising from the Proposed Acquisition.
5.5 Completion of the Proposed Acquisition
Barring unforeseen circumstances and subject to the fulfillment of the Conditions Precedent (unless waived by the Purchaser), the Proposed Acquisition is expected to be completed during the financial year ending 31 October 2011.
6. ECONOMIC OUTLOOK AND PROSPECTS
The Malaysian economy registered a strong growth of 8.9% in the second quarter of 2010, driven by sustained expansion in domestic demand and continued robust growth in external demand. The stronger domestic demand was due to higher private and public sector spending, while the expansion in external demand spurred domestic production.
Going forward, the domestic economy is expected to remain strong sustained by robust private sector demand. While external developments may result in a moderation in the pace of growth, favourable employment conditions, sustained consumer and business sentiments, moderate inflation and an accommodative policy environment are expected to encourage domestic economic activity, while external demand would continue to be supported by regional demand.
In light of these factors, the management of S P Setia is of the view that the prospects for property development activities in Malaysia are positive and is not aware of any risk factors arising from the SPA other than the usual market and global economic risks.
Bank Negara Malaysia, Press Release dated 18 August 2010
7. RATIONALE FOR THE PROPOSED ACQUISITION AND PROPOSED DEVELOPMENT
S P Setia has been present in Johor for more than 13 years and has carved a solid reputation for delivering quality homes in its four ongoing projects, namely Bukit Indah Johor, Setia Indah Johor, Setia Tropika and Setia Eco Gardens. The Group's long presence and continuous efforts in building integrated townships in Johor were most recently recognised by both FIABCI Malaysia and FIABCI International which awarded Setia Eco Gardens the Best Master Plan award at the FIABCI Malaysia Property Awards 2008 and FIABCI Prix d'Excellence Awards 2009 respectively.
With Setia Indah Johor at the tail-end of its development, the Proposed Acquisition will replenish Setia Indah's land bank and enable the Group to continue to benefit from the strong branding it has achieved in that locality. It is also in line with the Group's wider strategy of continuing to acquire strategically located prime land in Johor Bahru.
The close proximity of the Land to other matured developments such as Taman Mount Austin and Taman Daya also offer several important advantages. Key among these is the sustained potential demand from upgraders in the area desiring to move-up to larger, newer and better designed houses. Another source of demand is from young adults planning to move out of their parents' homes without having to leave the comforts of the local support network that they have grown accustomed to. Further, the existing population of the surrounding matured housing projects will also form the core catchment area for the proposed development's commercial components.
Based on a preliminary feasibility study and revised layout plan which is subject to the approval of the relevant authorities, the proposed development is expected to have a gross development value of RM1.5 billion and is expected to commence by end of year 2011 and span over a development period of approximately 8 years. However, it is currently too preliminary to ascertain the total development cost, the expected completion date of the development and the expected profits to be derived from the development of the Land.
In view of the above, Management is confident that the proposed development of mixed residential and commercial project on the Land will be well received which augurs well for the Group and is expected to contribute positively to the future earnings and cash flow of S P Setia Group. The proposed development will also ensure S P Setia's continuing presence and efforts in building residential properties in Johor.
8. EFFECTS OF THE PROPOSED ACQUISITION
8.1 Share Capital and Major Shareholders
The Proposed Acquisition which will be satisfied entirely in cash will not have any effect on the share capital and major shareholders of S P Setia.
8.2 Earnings and Net Assets ("NA")
The Proposed Acquisition is not expected to have any material effect on the S P Setia Group's earnings and NA for the financial year ending 31 October 2010. However, the Proposed Acquisition is expected to contribute positively to the future earnings and NA of the S P Setia Group.
The Proposed Acquisition will not have a material effect on the gearing of S P Setia for the financial year ending 31 October 2010.
9. PERCENTAGE RATIOS
Based on S P Setia's audited financial statements for financial year ended 31 October 2009, the highest percentage ratio under paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 8.31%.
10. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the Directors or Substantial Shareholders of S P Setia or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition.
11. DIRECTORS STATEMENT
The Board of Directors of S P Setia, after having considered all aspects of the Proposed Acquisition is of the opinion that it is in the best interest of the S P Setia Group.
12. APPROVALS REQUIRED
The Proposed Acquisition is not subject to the approval of the shareholders of S P Setia but is subject to the relevant authorities' approvals as set under Section 5.2 herein.
13. DOCUMENT FOR INSPECTION
A copy of the SPA may be inspected at the registered office of S P Setia at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur during normal office hours on Mondays to Fridays (except public holidays) for a period of fourteen (14) days from the date of this announcement.
This announcement is dated 9 September 2010.
Attachments: Location map.pdf
BONIA - General Announcement
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: BONIA CORPORATION BERHAD
Stock Name: BONIA
Date Announced: 09/09/2010
Subject: BONIA CORPORATION BERHAD ("BONIA" OR "COMPANY")
PROPOSED ACQUISITION BY BONIA OF 70% EQUITY INTEREST IN JECO (PTE) LIMITED ("JECO")
Contents: On behalf of the Board of Directors of Bonia Corporation Berhad ("Board"), AmInvestment Bank Berhad (a member of the AmInvestment Bank Group) ("AmInvestment Bank"), wishes to announce that the Company had on 9 September 2010, entered into a conditional share sale agreement ("SSA") for the proposed acquisition of 70% equity interest in Jeco for an aggregate total cash consideration of Singapore Dollars ("SGD") 28.0 million (approximately RM65.0 million) ("Total Cash Consideration") from Liao Tien Fook, Liao Tian Sze, Tan Ah Kiat, Liao Wang Leng and Liao Huanting Joan (collectively referred to as "Vendors") ("Proposed Acquisition").
Please refer to the attachment below for the full text of the announcement pertaining to the Proposed Acquisition.
Attachments: Proposed Acquisition.pdf
LINEAR - General Announcement
Company Name: LINEAR CORPORATION BERHAD
Stock Name: LINEAR
Date Announced: 09/09/2010
Subject: LINEAR CORPORATION BERHAD ("Linear" or "Company")
Notice Pursuant to Section 218 of the Companies Act 1965
Contents: Notice Pursuant to Section 218 of The Companies Act 1965 ( Notice )
has been served on LCI Global Sdn Bhd ("LCISB")( formerly known as
Linear Cooling Industries Sdn Bhd ) , a wholly owned subsidiary , by
solicitors for Firematic Engineering ( M ) Sdn Bhd.
1) DETAILS OF DEFAULT
The debt owing to Firematic Engineering ( M ) Sdn Bhd ( creditor ) is
with regard to fire fighting equipment system supplied to the Company,
which amounted to RM229,730.00. A deferred payment plan over 3
installments was subsequently mutually agreed with the Creditor of
which the first payment of RM77,730.00 was made on 31.7.10. Unfortunately
Company failed to honour the second payment due to lack of cash
resources . The Creditor obtained a judgement on 8th September for
2) WHETHER LCISB IS A MAJOR SUBSIDIARY
LCISB is not a major subsidiary
3) TOTAL COST OF INVESTMENT IN LCISB
The total cost of investment is RM3,067.000.00.
4) FINANCIAL & OPERATIONAL IMPACT OF THE NOTICE ON THE GROUP
The Company will take urgent steps to resolve the matter amicably and
negotiate a deferred payment plan that will be acceptable to the creditor.
5) EXPECTED LOSSES, IF ANY ARISING FROM THE NOTICE
The Group will not incur further losses as the amount claimed has been
recorded in the financial statements.
This Announcemment is dated 9 September 2010
BRIGHT - Bright Packaging Industry Berhad ("BRIGHT" or "COMPANY") Litigation's Settlement
Company Name: BRIGHT PACKAGING INDUSTRY BERHAD
Stock Name: BRIGHT
Date Announced: 09/09/2010
Subject: Bright Packaging Industry Berhad ("BRIGHT" or "COMPANY")
Contents: The Board of Directors of BRIGHT wishes to announce that the COMPANY and its subsidiary, Markmas Pak-Print Sdn. Bhd. on 9 Sept 2010 entered into a Settlement Agreement with Ratha Kerisnan (NRIC No. 560311-10-5471), Koh Pee Seng (NRIC No. 510216-01-5069) and Chen Kait Leong (NRIC No. 530223-10-5917) to amicably settle all disputes arising in respect of KLHC Suit No. D6-22-835-99 consolidated with KLHC Suit No. D6(D8)-22-299-2000, COA No. W-02-1171-2010, COA No. W-02-1290-2010, KLHC Suit No. D6-22-1803-99, KLHC Petition No. D3-26-17-99 KLHC Suit No. D3-22-1895-99, Kuala Lumpur Industrial Court in Case No. 3/4-445/09, COA No. W-02-1984-09 in consideration of a payment sum of RM600,000.00 in respect of the Industrial Court claim and a sum of RM700,000.00 in respect of the Petition by Mr. Ratha Kerisnan being full, complete and final settlement of all whatsoever suit, claims or disputes between the abovementioned persons, the COMPANY and its subsidiary arising from the disposal of shares in Markmas Pak-Print Sdn.Bhd.
The salient terms of the agreement are as follow:
a) All parties shall forthwith discontinue or withdraw all whatsoever suit, Appeal and claims.
b) Mr. Ratha Kerisnan shall discontinue the petition and transfer, all the shares in Markmas Pak-Print Sdn. Bhd. owned by him to the COMPANY
c) All the discontinuance or withdrawal shall be without any order as to costs and with no liberty to file afresh.
d) All parties shall cause the Bank to discontinue the Bank's appeals.
A copy of the agreement is available for inspection at the registered office of BRIGHT during office hours from Monday to Friday (except public holidays) at No. 23, Jalan Delima 1/3, Subang Hi-Tech Industrial Park, 40000 Shah Alam, Selangor Darul Ehsan.