AFFIN - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | AFFIN HOLDINGS BERHAD |
| Stock Name | AFFIN |
| Date Announced | 30 Aug 2012 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AH-120830-64850 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board |
| Address | Tingkat 19, Bangunan KWSP Jalan Raja Laut 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1-00 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 27/08/2012 | 740,700 | |
| Disposed | 27/08/2012 | 300,000 |
| Remarks : |
| This announcement is dated 30 August 2012. The Secretary of the Company received the Notice of Form 29B dated 28 August 2012 on 30 August 2012 |
HBGLOB - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | HB GLOBAL LIMITED |
| Stock Name | HBGLOB |
| Date Announced | 30 Aug 2012 |
| Category | General Announcement |
| Reference No | CC-120830-45117 |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS | ||||||||||||||||||||||||||||||||||||
| Description | HB GLOBAL LIMITED (formerly known as Sozo Global Limited) (“HB” or “the Company”) - Acquisition of Land Use Rights | ||||||||||||||||||||||||||||||||||||
Reference is made to the Company's announcement dated 29 August 2012. The Company wishes to inform that the�highest percentage ratio applicable to the Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad is 11.8% instead of 21% as announced previously. Kindly refer to the revised announcement as follows: - 1. INTRODUCTION The Board of Directors of HB Global Limited (formerly known as Sozo Global Limited) (“HB” or “the Company”) wishes to announce that Rizhao Hengbao Foodstuffs Co., Ltd (“Rizhao Hengbao”), a wholly-owned subsidiary of HB had on 28 August 2012 executed and entered into Land Use Rights Agreements (the “Agreements”) with 莒县国土资源局 (Juxian National Land and Resources Bureau), a state owned land department responsible to the ministry of national land in China, set up to oversee the land use and setting up policy relevant to the land resources (the “Vendor”) for the acquisition of the land use rights over four (4) parcels of land (the “Lands”) from the Vendor at a total consideration of RMB98,679,406.59 equivalent to RM48,372,258.13 at the exchange rate of RM1:RMB2.04 (the “Acquisition”). The Agreements have however been dated 2 July 2012, respectively being the dates on which Rizhao Hengbao had notified the Vendor of its interest and intention to purchase the Lands and for such purpose, had paid to the Vendor the sum of RMB116,093,419.52 as a prepayment in and towards account of the purchase price for the Lands (the "Prepayment") . 2. DETAILS OF THE ACQUISITION 2.1 Details of the Lands The details of the Lands are as follows: -
2.2 Purchase consideration and source of funding The total purchase consideration of RMB98,679,406.59�was arrived at based on “a willing-buyer willing-seller basis” with the Vendor and has been funded by internally generated cash. 2.3 Salient terms of the Agreements of Acquisition The salient terms of the Agreements for the Acquisition are as follows: i）Rizhao Hengbao has paid the prepayment of RMB116,093,419.52�in full upon expressing the interest and intention of acquisition. The purchase consideration is however subject to a rebate of 15%. This amount shall be refunded to Rizhao Hengbao by the end of November 2012. ii）The Lands are to be acquired free from encumbrances. 2.4 Assumption of Liabilities There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company arising from the Acquisition other than as stated in the Agreements. 3. RATIONALE The rationale for the Acquisition is mainly for the purpose of expanding the Company’s commercial duck farming, parent duck farming and Duck Feedstock Processing Plant. This is to ensure duck meat supply security, quality of duck meat, and pricing competitiveness for expanding into the ready-to-serve duck products business. 4. PROSPECTS AND RISK FACTORS The acquisition is subject to normal business risk.� a) Under the Agreement, if the Land acquired is not further developed by our Company, the National Land and Resources Bureau will have the right to repossess the land without any compensation to the Company. If we fail to develop the land, our investment to the Acquisition will not be recovered. b) We acquired the Land for the purpose of duck feed stock processing, duck farming and growing for the use of our food processing factory, and to cater for the shortages of duck supply in the regions. We are new to the duck breeding business and are subject to the risks and uncertainties that are involved in a new area of business. c) The success and growth of our duck breeding business will depend on the ability of our Group to meet the challenges presented by the expanded scope of business which includes the incubation, nurturing and rearing of duck. As such, there is no assurance that we will be successful in executing and implementing our business expansion plans in the duck breeding business and if successfully implemented, they will contribute positively to our Group’s profitability. d) The Land acquired is mainly for the purpose of duck feedstock processing, duck breeding and farming. We are subject to the complaints of the villagers and communities of the area of which we may be asked to stop our duck breeding and farming business as a result of environmental concerns, outbreak of disease etc. e) The duck feedstock processing plant is mainly to cater for our Group’s own consumption with the excess production selling to open market. The successful implementation of the duck feedstock processing plant will depend on the successful construction of the plant. The management will ensure smooth construction of the plant and closely monitor the construction progress. 5. FINANCIAL EFFECTS OF THE PROPOSED LAND ACQUISITIONS 5.1 Share Capital and Substantial Shareholdings The Acquisition shall not have any effect on the share capital and substantial shareholdings of the Company as the purchase consideration will be satisfied entirely by cash. 5.2 Earnings The Acquisition is not expected to have significant change on the contribution to the earnings of the Group for the financial year ending 31 December 2012. 5.3 Net Assets (NA) The Acquisition is expected to have a positive effect on the NA of HB Group. 5.4 Gearing The Acquisition is not expected to have any material effect on the gearing of HB Group. 6. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the Directors and/or substantial shareholders and/or persons connected with such Directors or Substantial shareholders have any interest, direct or indirect in the Acquisition. 7. APPROVAL REQUIRED The Acquisition is not subject to the shareholders’ approval. However, the transfer of the land use rights from the Vendor to HB may be subject to the approval or consent from the relevant authorities, if necessary. 8. STATEMENT BY DIRECTORS The Board of Directors of the Company, after due consideration of all relevant aspects of the Acquisition, is of the opinion that the Acquisition is in the best interests of the Company. 9. ESTIMATED TIME FRAME FOR COMPLETION The Acquisition is expected to be completed by November 2012 upon refund of the partial prepayment from the Land Department. 10. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad is 11.8% at the point of entering the agreement, arrived at the prepayment of the Land which are the subject matter of the aggregate transaction, compared with the market value of HB. Based on the Percentage Ratio, shareholders’ approval is not required. In accordance to Paragraph 10.04 of Listing Requirements, valuation of lands will not be undertaken. 11. DOCUMENT FOR INSPECTION The Agreements is available for inspection at the Registered Office of the Company in Malaysia at Suite 10.03, Level 10, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal business hours from Mondays to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is made on 30 August 2012. | |||||||||||||||||||||||||||||||||||||
HBGLOB - Quarterly rpt on consolidated results for the financial period ended 30/6/2012
| Company Name | HB GLOBAL LIMITED |
| Stock Name | HBGLOB |
| Date Announced | 30 Aug 2012 |
| Category | Financial Results |
| Reference No | CC-120830-39764 |
| Financial Year End | 31/12/2012 |
| Quarter | 2 |
| Quarterly report for the financial period ended | 30/06/2012 |
| The figures | have not been audited |
- Default Currency
- Other Currency
Currency: Malaysian Ringgit (MYR)
SUMMARY OF KEY FINANCIAL INFORMATION30/06/2012 |
INDIVIDUAL PERIOD | CUMULATIVE PERIOD | ||||
CURRENT YEAR QUARTER | PRECEDING YEAR CORRESPONDING QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR CORRESPONDING PERIOD | ||
$$'000 | $$'000 | $$'000 | $$'000 | ||
| 1 | Revenue | 56,695 | 102,719 | 165,172 | 190,633 |
| 2 | Profit/(loss) before tax | 9,392 | 41,463 | 43,646 | 76,296 |
| 3 | Profit/(loss) for the period | 6,677 | 30,924 | 32,238 | 57,125 |
| 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 6,677 | 30,924 | 32,238 | 57,125 |
| 5 | Basic earnings/(loss) per share (Subunit) | 1.43 | 6.61 | 6.89 | 12.21 |
| 6 | Proposed/Declared dividend per share (Subunit) | 3.80 | 1.80 | 3.80 | 1.80 |
AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | ||||
| 7 | Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.9800 | 0.9000 | ||
In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
Example for the subunit as follows:
| Country | Base Unit | Subunit |
| Malaysia | Ringgit | Sen |
| United States | Dollar | Cent |
| United Kingdom | Pound | Pence |
DIJACOR - General Announcement
| Company Name | DIJAYA CORPORATION BERHAD |
| Stock Name | DIJACOR |
| Date Announced | 30 Aug 2012 |
| Category | General Announcement |
| Reference No | DC-120830-61368 |
| Type | Announcement |
| Subject | OTHERS |
| Description | DIJAYA CORPORATION BERHAD (“DIJAYA” OR “THE COMPANY”) - NEW WHOLLY-OWNED SUBSIDIARIES |
1.0�������� INTRODUCTION Pursuant to paragraph 9.19(23) of the Main Market Listing Requirements (“LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of Dijaya wishes to announce that it had, on 29 August 2012, acquired the entire issued share capital of 19 companies as listed in Annexure I attached hereto, for a cash consideration of RM2.00 only for each company (“the Acquisitions of Companies”). With the Acquisitions of Companies, all the 19 companies have become wholly-owned subsidiaries of the Company. 2.0���� DETAILS OF THE ACQUISITIONS OF COMPANIES �������� The background information of the 19 companies are set out in the Annexure I. The acquisition of 500,000 ordinary shares of RM1.00 each (“DMVD Sale Shares”) representing the entire issued share capital of Delta Maple View Development Sdn Bhd (“DMVD”) at a total cash consideration of RM2.00 only is pursuant to a Share Sale Agreement dated 29 August 2012 entered into between the Company of one part and Tan Sri Dato’ Tan Chee Sing (“TSDTCS”) and Puan Sri Datin Chan Shao Tsiu (“PSDCST”) of the other part, the details of which are as follows (Acquisition of DMVD”):- (i)����������� Acquisition of 450,000 ordinary shares of RM1.00 each representing 90% equity interest in DMVD at a cash consideration of RM1.00 only by the Company from TSDTCS; and (ii)��������� Acquisition of 50,000 ordinary shares of RM1.00 each representing 10% equity interest in DMVD at a cash consideration of RM1.00 only by the Company from PSDCST; (TSDTCS and PSDCST are hereinafter collectively referred to as the “Vendors”). ����������The total cash consideration of RM2.00 only for the Acquisition of DMVD is on a “willing buyer willing seller” basis after taking into consideration the negative net tangible assets of�DMVD.�The DMVD Sale Shares acquired by the Company is free from all encumbrances together with all rights, benefits, title and interest thereto. 3.0���� RATIONALE FOR THE ACQUISITIONS OF COMPANIES 3.1���� The Acquisitions of Companies (save for the Acquisition of DMVD) is to facilitate the Acquisitions of the Identified Properties (as defined in the Circular to Shareholders of the Company dated 19 July 2012) by the Company pursuant to the Amalgamation Exercise announced by the Company and approved by the shareholders of the Company at its Extraordinary General Meeting held on 10 August 2012. 3.2������ DMVD is the property developer having submitted applications for developer licence to develop the project at Jalan Bundusan, Kota Kinabalu, Sabah, the land of which is being acquired by the Company pursuant to the Amalgamation Exercise currently being undertaken by the Company. The Acquisition of DMVD is to facilitate the development project on the said piece of land to be acquired by the Company. 4.0���� FINANCIAL EFFECTS The Acquisitions of Companies have no effect on the issued and paid-up share capital or the substantial shareholders’ shareholdings of Dijaya. The Acquisitions of Companies are not expected to have any material effect on the net assets and earnings of the Dijaya Group and does not have any effect on the gearing of Dijaya Group for the current financial year ending 31 December 2012. 5.0���� APPROVALS REQUIRED The Acquisitions of Companies are not subject to the approval of shareholders of Dijaya or any other relevant authorities. 6.0���� DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS Save for the Acquisition of DMVD, none of the Directors and/or major shareholders of Dijaya or its subsidiaries and/or persons connected with them, has any interest, direct or indirect, in the Acquisitions of Companies.���� Save for the Directors mentioned below, none of the other Directors and/or major shareholders of Dijaya or its subsidiaries and/or persons connected with them, has any interest, direct or indirect, in the Acquisition of DMVD:- (i)����������� TSDTCS, being the Group Chief Executive Officer, Director and a major shareholder of the Company, is interested in the Acquisition of DMVD as he is also a Director and controlling shareholder of DMVD. TSDTCS is also one of the Vendors in the Acquisition of DMVD. (ii)��������� PSDCST, the spouse of TSDTCS, is also a Director and shareholder with 10% equity interest in DMVD. PSDCST is also the other Vendor in the Acquisition of DMVD. (iii)������� Mr Dickson Tan Yong Loong (“DTYL”) and Ms Diana Tan Sheik Ni (“DTSN”), respectively the Deputy Managing Director and Non-Executive Director of the Company, are deemed interested in the transaction as they are the children of TSDTCS and PSDCST.� They are also Directors of DMVD. TSDTCS, DTYL and DTSN have abstained from deliberating and voting on the directors’ resolution pertaining to the Acquisition of DMVD.��������������� 7.0���� STATEMENT BY DIRECTORS ��������� The Board of Directors of Dijaya is of the opinion that the Acquisitions of Companies are in the best interest of Dijaya Group. This announcement is dated 30 August 2012. � � � � � � � � � � � � � � � � � � � � � | |
DIJACOR - Important Relevant Dates for Renounceable Rights
| Company Name | DIJAYA CORPORATION BERHAD |
| Stock Name | DIJACOR |
| Date Announced | 30 Aug 2012 |
| Category | Important Relevant Dates for Renounceable Rights |
| Reference No | MI-120830-60337 |
| Rights Securities will be listed and quoted as the existing securities of the same class: | |||
| Yes | |||
| Other important dates as the listed issuer may deem appropriate: | |||
| Remarks : |
| The last date and time for acceptance and payment of the Rights Shares as well as the last date and time for excess Rights Shares with attached Bonus Shares application and payment may be extended as the Board of Directors of Dijaya may decide in its absolute discretion and announce not less than two (2) market days before the stipulated date and time. The Abridged Prospectus, together with the rights subscription form and the notice of provisional allotment (collectively referred to as “Documents”) relating to the Rights Issue will be despatched to the shareholders of Dijaya who have a registered address in Malaysia and whose names appear in Dijaya’s Record of Depositors at 5.00 p.m. on 14 September 2012 (“Entitled Shareholders”). The Documents will not be despatched to Entitled Shareholders who have not provided a registered address in Malaysia. The Entitled Shareholders who are without a registered address in Malaysia and who wish to provide a Malaysian address, should inform their respective stockbrokers to effect the change of address prior to 14 September 2012. The Documents are not intended to be (and will not be) issued, circulated or distributed in countries or jurisdictions other than Malaysia and no action will be taken to ensure that the Rights Issue with attached Bonus Shares and the Documents comply with the laws of any countries or jurisdictions other than the laws of Malaysia. This announcement is dated 30 August 2012. |
DIJACOR - MULTIPLE PROPOSALS
| Company Name | DIJAYA CORPORATION BERHAD |
| Stock Name | DIJACOR |
| Date Announced | 30 Aug 2012 |
| Category | General Announcement |
| Reference No | MI-120830-60883 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | DIJAYA CORPORATION BERHAD (“DIJAYA” OR “COMPANY”) (I) PROPOSED ACQUISITIONS; (II) PROPOSED RIGHTS ISSUE; (III) PROPOSED CP/MTN PROGRAMME; (IV) PROPOSED IASC; AND (V) PROPOSED AMENDMENTS (TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”) |
We refer to the previous announcements made by RHB Investment Bank, AmInvestment Bank and Astramina, on behalf of the Board in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the previous announcements in relation to the Proposals. Pursuant to the Definitive Agreements, the final Purchase Consideration for the Acquisitions shall be determined after taking into consideration the adjustment to the open market value of the Identified Properties and real properties held by the Identified Companies and the unaudited NA of the Identified Companies as at the Completion Date of the Acquisitions. After taking into consideration the aforesaid adjustments, on behalf of the Board, RHB Investment Bank, AmInvestment Bank and Astramina wish to announce that the final purchase consideration for the Acquisitions as at 30 August 2012 is RM934,681,436, which is satisfied via RM250,000,000 in cash and the issuance of RM684,681,436 RCULS at their nominal value (“RCULS Consideration”). On 30 August 2012, the RCULS Consideration have been issued to Aliran Firasat Sdn Bhd, a party nominated by the Vendors of the Identified Companies and the Identified Properties. Accordingly, the Acquisitions have been completed on even date in accordance with the terms of the Definitive Agreements. In addition, Dijaya has also nominated several of its subsidiary companies to hold the Identified Properties on its behalf. | |
CHOOBEE - Notice of Shares Buy Back - Immediate Announcement
| Company Name | CHOO BEE METAL INDUSTRIES BHD |
| Stock Name | CHOOBEE |
| Date Announced | 30 Aug 2012 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CC-120830-59529 |
| Remarks : |
| This announcement is dated 30 August 2012. |
HLBANK - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | HONG LEONG BANK BERHAD |
| Stock Name | HLBANK |
| Date Announced | 30 Aug 2012 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | HB-120830-B4AED |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board |
| Address | Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each ("Shares") |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board - 193,220,432 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AMUNDI) - 1,336,000 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (HDBS) - 4,245,100 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AM INV) - 1,950,120 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (MAYBAN) - 300,000 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) - 3,107,240 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) - 5,834,180 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (TEMPLETON) - 244,200 Shares Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ABERDEEN) - 3,030,000 Shares |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 27/08/2012 | 358,200 |
| Remarks : |
| Received's EPF's notice dated 28 August 2012 on 30 August 2012. This announcement is dated 30 August 2012. |
KPS - Quarterly rpt on consolidated results for the financial period ended 30/6/2012
| Company Name | KUMPULAN PERANGSANG SELANGOR BERHAD |
| Stock Name | KPS |
| Date Announced | 30 Aug 2012 |
| Category | Financial Results |
| Reference No | KP-120830-65053 |
| Financial Year End | 31/12/2012 |
| Quarter | 2 |
| Quarterly report for the financial period ended | 30/06/2012 |
| The figures | have not been audited |
- Default Currency
- Other Currency
Currency: Malaysian Ringgit (MYR)
SUMMARY OF KEY FINANCIAL INFORMATION30/06/2012 |
INDIVIDUAL PERIOD | CUMULATIVE PERIOD | ||||
CURRENT YEAR QUARTER | PRECEDING YEAR CORRESPONDING QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR CORRESPONDING PERIOD | ||
$$'000 | $$'000 | $$'000 | $$'000 | ||
| 1 | Revenue | 92,296 | 110,066 | 167,292 | 222,673 |
| 2 | Profit/(loss) before tax | 34,183 | 43,168 | 62,006 | 33,858 |
| 3 | Profit/(loss) for the period | 33,456 | 33,211 | 51,927 | 12,975 |
| 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 29,402 | 32,332 | 49,156 | 21,914 |
| 5 | Basic earnings/(loss) per share (Subunit) | 6.20 | 6.80 | 10.30 | 4.60 |
| 6 | Proposed/Declared dividend per share (Subunit) | 2.00 | 2.00 | 6.00 | 2.00 |
AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | ||||
| 7 | Net assets per share attributable to ordinary equity holders of the parent ($$) | 2.3000 | 2.2400 | ||
In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
Example for the subunit as follows:
| Country | Base Unit | Subunit |
| Malaysia | Ringgit | Sen |
| United States | Dollar | Cent |
| United Kingdom | Pound | Pence |
MAXIS - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RECURRENT RELATED PARTY TRANSACTIONS
| Company Name | MAXIS BERHAD |
| Stock Name | MAXIS |
| Date Announced | 30 Aug 2012 |
| Category | General Announcement |
| Reference No | MM-120830-58435 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RECURRENT RELATED PARTY TRANSACTIONS |
| Description | MAXIS – ASTRO STRATEGIC PARTNERSHIP |
1. INTRODUCTION The Company wishes to announce that on 30 August 2012 Maxis Broadband Sdn Bhd (“Maxis Broadband”), a wholly-owned subsidiary of Maxis Berhad (“the Company” or “Maxis”) signed a strategic partnership contract with MEASAT Broadcast Network Systems Sdn Bhd (“MBNS” or referred to as “Astro” in this announcement) to exclusively develop and co-market unique consumer offers combining Astro B.yond IPTV and Astro On The Go services with Maxis’ fibre, mobile, wireless internet and Asymmetric Digital Subscriber Line (“ADSL”) service (the “Contract”). 2. PARTICULARS OF THE TRANSACTION This strategic partnership entails development and co-marketing of unique consumer offers combining Astro B.yond IPTV and Astro On The Go services with Maxis’ fibre, mobile, wireless internet and ADSL services. The two companies will package and co-market certain services exclusively for the next three years from commercial launch of the packaged services. During this period, Maxis will become the exclusive fibre network partner for Astro outside their current fibre footprint for B.yond IPTV service, while Astro will be the exclusive IPTV service provider for Maxis developing differentiated content services to be made available exclusively to Maxis customers. By forging this partnership, Maxis believes it can leverage on Astro’s strong content proposition and provide it with the required speed to market and richness of offering to further enhance its fibre to home product. The entry into this transaction is a recurrent related party transaction (“RRPT”) under Paragraph 10.09(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”) and the relationships are set out in paragraph 12 below. 3. INFORMATION ON MAXIS BROADBAND Maxis Broadband is a private limited company incorporated in Malaysia on 12 February 1992 under the name of Bina Sat-Com Network Sdn Bhd. It assumed its present name on 12 July 1999. Maxis Broadband is an operator of a national public switched network and provider of internet and internet application services which includes owning, maintaining, building and operating radio facilities and associated switches. The authorised share capital of Maxis Broadband is RM300,000,000.00 comprising 299,963,000 ordinary shares of RM1.00 each, 100,000 redeemable preference shares (“RPS”) of RM0.10 each and 2,700,000 Class B RPS of RM0.01 each. Its issued and paid-up capital is RM1,011,522 comprising of 1,000,002 ordinary shares of RM1.00 each and 1,152,000 Class B RPS of RM0.01 each. 4. INFORMATION ON MBNS MBNS was incorporated in Malaysia on 12 May 1992 as a private limited company under its present name. The principal activity of MBNS is providing Direct To Home (DTH) satellite broadcasting services. The authorised share capital of MBNS is RM302,860,100 comprising 300,000,000 ordinary shares of RM1.00 each, 285,000,000 Redeemable Cumulative Preference Shares of RM0.01 each, 10,000 Class A RPS of RM1.00 each and 1,000 Class B RPS of RM0.10 each. The issued and paid-up share capital of MBNS is RM260,227,142 comprising 260,217,142 ordinary shares of RM1.00 each and 10,000 Class A RPS of RM1.00 each. 5. SALIENT TERMS OF THE CONTRACT The salient terms of the Contract are as follows:-
ii. The collaboration is exclusive for the first 3 years after commercial launch of co-marketed packaged services. iii. Astro will provide a tailored content service developed especially for Maxis customers which makes available particular content to Maxis customers exclusively within an agreed availability window. iv. Maxis commits to a minimum annual investment in the first year of the collaboration. With this Astro will develop a Maxis exclusive content proposition as described above which can be continued beyond the first two years at Maxis’ choice. v. In the case of the fibre services, Astro will be appointed as Maxis’ billing and collection agent. Astro will incorporate the Maxis’ fibre service charges in a single integrated Astro customer bill, offering a single bill convenience to customers. vi. Both parties will each commit to an annual marketing budget to jointly promote and grow services offered under this collaboration.
i. Best of both worlds proposition bringing together Astro’s content proposition in the market with Maxis’ internet access across fixed and wireless platforms, and offering greater value to consumers. ii. Greater top-line-growth opportunity for Maxis, partnering with the best content service provider/aggregator in the country. iii. Expanded distribution channels, leveraging on Astro’s distribution channels and direct marketing capability for sale of the packaged IPTV and fibre services. iv. Benefits to Maxis Group’s wireless broadband and mobile internet business through bundling with Astro On The Go providing a lower investment exposure and risk on content business for Maxis. The Contract will not have any effect on the issued and paid-up share capital of Maxis and the shareholding of its substantial shareholders. The Contract also will not have any material effect on the earnings per share, net assets per share or gearing of Maxis for the financial year ending 31 December 2012. 8. THE HIGHEST PERCENTAGE RATIO APPLICABLE TO THE TRANSACTION AND CONSIDERATION INCLUDING BASIS AND JUSTIFICATION
This RRPT value of RM98 million is estimated for year 1 of the collaboration and is derived based on projected subscribers attained through the collaboration and substantial spend on content sponsorship. The consideration for this RRPT is deemed fair having evaluated the prevailing cost of broadband service, market prices for content and cost savings attained from this collaboration. The consideration indicated will be satisfied by revenues generated from this collaboration and internal funding where necessary. 9. THE RISKS IN RELATION TO THE TRANSACTION
The execution of the Contract does not require the approval of the shareholders of Maxis or approvals from any relevant authorities. Details of the interests of the Directors and major shareholders of Maxis and persons connected to them as at 29 August 2012, and the nature and extent of their relationships to the parties are as set out in Appendix 1 attached hereto. The Audit Committee of Maxis is of the view that the transactions are in the best interest of Maxis, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of Maxis. The basis for its views is as follows: The Contract is in the best interest of Maxis is a decision which was arrived at after having evaluated the prevailing cost of broadband services, market prices for content and potential cost savings attainable from this collaboration. 14. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of Maxis having considered the recommendation of the Audit Committee and the commercial proposition, is of the view that the transaction is in the best interest of Maxis, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of Maxis. This announcement is dated 30 August 2012. | |
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