MPHB - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Company Name: MULTI-PURPOSE HOLDINGS BERHAD
Stock Name: MPHB
Date Announced: 17/03/2011
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: NM-110315-64762
Subject: MULTI-PURPOSE HOLDINGS BERHAD ("MPHB" OR "COMPANY")
I. PROPOSED ACQUISITION BY MPHB OF 47% EQUITY INTEREST IN MAGNUM HOLDINGS SDN BHD ("MH") FROM ASIA 4D HOLDINGS LIMITED ("ASIA 4D HOLDINGS") FOR A TOTAL CONSIDERATION OF RM724,829,998 TO BE SATISFIED THROUGH THE ISSUANCE OF 315,143,477 NEW ORDINARY SHARES OF RM1.00 EACH IN MPHB ("MPHB SHARES") AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED ACQUISITION FROM ASIA 4D HOLDINGS");
II. PROPOSED SUBSCRIPTION BY MPHB OF NEW IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES ("ICPS") IN ASIA 4D COMPANY LIMITED ("ASIA 4D COMPANY") FOR A TOTAL CONSIDERATION OF RM875,170,002 TO BE SATISFIED BY A COMBINATION OF CASH PAYMENT OF RM809,198,928 AND THE ISSUANCE OF 28,683,076 NEW MPHB SHARES AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED SUBSCRIPTION");
III. PROPOSED ACQUISITION BY MPHB OF 2% EQUITY INTEREST IN MH FROM CERTAIN MEMBERS OF THE MANAGEMENT OF MH ("MANAGEMENT") FOR A TOTAL CONSIDERATION OF RM30,839,976 TO BE SATISFIED THROUGH THE ISSUANCE OF 13,408,685 NEW MPHB SHARES AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED ACQUISITION FROM MANAGEMENT"); AND
IV. PROPOSED REDEMPTION BY MH OF RM4,866,676 NOMINAL VALUE 10-YEAR 11% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS CLASS C ("RCULS-C") FROM THE MANAGEMENT AND SETTLEMENT OF INTEREST ACCRUED ON THE RCULS-C AMOUNTING TO RM1,492,276, TO BE SATISFIED THROUGH THE ISSUANCE OF 2,764,762 NEW MPHB SHARES BY MPHB TO THE MANAGEMENT AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED REDEMPTION")
(The above are collectively referred to as "Proposals"; the proposals in I and II above are collectively referred to as "Proposals for Asia 4D Holdings"; and the proposals in III and IV above are collectively referred to as "Proposals for Management")
Description: Reference is made to the announcement dated 14 March 2011 in relation to the above matter.
The Company had on 16 March 2011 received a letter from Bursa Malaysia Securities Berhad requesting for additional information to be disclosed in relation to the Proposals.
Details of the additional information are set out in the attached file.
This announcement is dated 17 March 2011.
Query Letter content: We refer to your announcement dated 14 March 2011 in respect of the
abovecaptioned matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
1) The rationale for the Proposed Subscription including any benefit which is
expected to accrue to MPHB as a result of the Proposed Subscription.
2) The terms of any arrangement for the cash payment of RM809,198,928 in
respect of Proposed Subscription, on a deferred basis.
3) Justification for issuing the consideration shares arising from the
Proposals at a discount to 5-day, 1-month, 2 month and 3-month Volume Weighted
Average Market Price of MPHB Shares up to 7 February 2011.
4) Whether the Proposals are conditional upon the Proposed Placement.
5) The name of the holder of the 1 Irredeemable Preference Shares of MH.
6) The audited consolidated financial information of Magnum Corporation Sdn
Bhd (past 3 years or since incorporation, whichever is the later) and the
latest interim results, if available, stating turnover, profit before tax and
profit after tax and minority interest.
7) The prospects of Asia 4D Company.
8) The assets owned by Asia 4D Company.
9) The shareholders' fund, total borrowings and net assets of Asia 4D Company
based on its latest audited accounts.
10) The unaudited financial information of Asia 4D Company for the financial
years ended 31 December 2009 and 31 December 2010. The financial data must
include, but not be limited to, turnover, pre-tax profit, after-tax profit,
shareholders' funds and total borrowings.
11) The amount of ICPS to be owned by MPHB in USD based on the currency
exchange rate as at the latest practicable date, and the number of Asia 4D
Company ordinary shares to be owned by MPHB upon conversion, and the percentage
of Asia 4D Company's issued and paid-up capital that they represent.
12) Whether the new ordinary shares in Asia 4D Company arising from conversion
of the ICPS are to be sold or retained by MPHB.
13) The basis of determining the conversion price of the Asia 4D Company ICPS
at USD1,000 per ordinary share.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
TAN YEW ENG
Head, Issuers
Listing Division
Regulation
TYE/NMA
c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax)
Attachments: ann_170311.pdf
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Company Name: MULTI-PURPOSE HOLDINGS BERHAD
Stock Name: MPHB
Date Announced: 17/03/2011
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: NM-110315-64762
Subject: MULTI-PURPOSE HOLDINGS BERHAD ("MPHB" OR "COMPANY")
I. PROPOSED ACQUISITION BY MPHB OF 47% EQUITY INTEREST IN MAGNUM HOLDINGS SDN BHD ("MH") FROM ASIA 4D HOLDINGS LIMITED ("ASIA 4D HOLDINGS") FOR A TOTAL CONSIDERATION OF RM724,829,998 TO BE SATISFIED THROUGH THE ISSUANCE OF 315,143,477 NEW ORDINARY SHARES OF RM1.00 EACH IN MPHB ("MPHB SHARES") AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED ACQUISITION FROM ASIA 4D HOLDINGS");
II. PROPOSED SUBSCRIPTION BY MPHB OF NEW IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES ("ICPS") IN ASIA 4D COMPANY LIMITED ("ASIA 4D COMPANY") FOR A TOTAL CONSIDERATION OF RM875,170,002 TO BE SATISFIED BY A COMBINATION OF CASH PAYMENT OF RM809,198,928 AND THE ISSUANCE OF 28,683,076 NEW MPHB SHARES AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED SUBSCRIPTION");
III. PROPOSED ACQUISITION BY MPHB OF 2% EQUITY INTEREST IN MH FROM CERTAIN MEMBERS OF THE MANAGEMENT OF MH ("MANAGEMENT") FOR A TOTAL CONSIDERATION OF RM30,839,976 TO BE SATISFIED THROUGH THE ISSUANCE OF 13,408,685 NEW MPHB SHARES AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED ACQUISITION FROM MANAGEMENT"); AND
IV. PROPOSED REDEMPTION BY MH OF RM4,866,676 NOMINAL VALUE 10-YEAR 11% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS CLASS C ("RCULS-C") FROM THE MANAGEMENT AND SETTLEMENT OF INTEREST ACCRUED ON THE RCULS-C AMOUNTING TO RM1,492,276, TO BE SATISFIED THROUGH THE ISSUANCE OF 2,764,762 NEW MPHB SHARES BY MPHB TO THE MANAGEMENT AT AN ISSUE PRICE OF RM2.30 PER MPHB SHARE ("PROPOSED REDEMPTION")
(The above are collectively referred to as "Proposals"; the proposals in I and II above are collectively referred to as "Proposals for Asia 4D Holdings"; and the proposals in III and IV above are collectively referred to as "Proposals for Management")
Description: Reference is made to the announcement dated 14 March 2011 in relation to the above matter.
The Company had on 16 March 2011 received a letter from Bursa Malaysia Securities Berhad requesting for additional information to be disclosed in relation to the Proposals.
Details of the additional information are set out in the attached file.
This announcement is dated 17 March 2011.
Query Letter content: We refer to your announcement dated 14 March 2011 in respect of the
abovecaptioned matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
1) The rationale for the Proposed Subscription including any benefit which is
expected to accrue to MPHB as a result of the Proposed Subscription.
2) The terms of any arrangement for the cash payment of RM809,198,928 in
respect of Proposed Subscription, on a deferred basis.
3) Justification for issuing the consideration shares arising from the
Proposals at a discount to 5-day, 1-month, 2 month and 3-month Volume Weighted
Average Market Price of MPHB Shares up to 7 February 2011.
4) Whether the Proposals are conditional upon the Proposed Placement.
5) The name of the holder of the 1 Irredeemable Preference Shares of MH.
6) The audited consolidated financial information of Magnum Corporation Sdn
Bhd (past 3 years or since incorporation, whichever is the later) and the
latest interim results, if available, stating turnover, profit before tax and
profit after tax and minority interest.
7) The prospects of Asia 4D Company.
8) The assets owned by Asia 4D Company.
9) The shareholders' fund, total borrowings and net assets of Asia 4D Company
based on its latest audited accounts.
10) The unaudited financial information of Asia 4D Company for the financial
years ended 31 December 2009 and 31 December 2010. The financial data must
include, but not be limited to, turnover, pre-tax profit, after-tax profit,
shareholders' funds and total borrowings.
11) The amount of ICPS to be owned by MPHB in USD based on the currency
exchange rate as at the latest practicable date, and the number of Asia 4D
Company ordinary shares to be owned by MPHB upon conversion, and the percentage
of Asia 4D Company's issued and paid-up capital that they represent.
12) Whether the new ordinary shares in Asia 4D Company arising from conversion
of the ICPS are to be sold or retained by MPHB.
13) The basis of determining the conversion price of the Asia 4D Company ICPS
at USD1,000 per ordinary share.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
TAN YEW ENG
Head, Issuers
Listing Division
Regulation
TYE/NMA
c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax)
Attachments: ann_170311.pdf
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