March 13, 2013

Company announcements: MYETFDJ, KIANJOO, CANONE, ITRONIC

MYETFDJ - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameMYETF DOW JONES ISLAMIC MARKET MALAYSIA TITANS 25  
Stock Name MYETFDJ  
Date Announced13 Mar 2013  
CategoryGeneral Announcement
Reference NoMD-130313-57362

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionMYETF DOW JONES ISLAMIC MARKET MALAYSIA TITANS 25 - Valuation Point as at 13-03-2013
Fund:MYETFDJ
NAV per unit (RM):1.0656
Units in Circulation (units):259,100,000
Manager's Fee (%p.a):0.40
Trustee's Fee (%p.a):0.05
License Fee (%p.a):0.04
DJIM25 Index:954.45

Attachments

Daily Fund Values130313.pdf
55 KB



KIANJOO - MATERIAL LITIGATION (Amended Announcement)

Announcement Type: General Announcement
Company NameKIAN JOO CAN FACTORY BERHAD  
Stock Name KIANJOO  
Date Announced13 Mar 2013  
CategoryGeneral Announcement
Reference NoKJ-130313-68481

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionFederal Court Civil Application No. 08(i)-561-12/2011(W)
Re: Court of Appeal
Civil Appeal No. W-02(IM)(NCC)-1802-2011
Can-One International Sdn Bhd ("CISB" or "Appellant")
- and -
1. Dato' See Teow Chuan ("1st Defendant")
2. Dato' Anthony See Teow Guan ("2nd Defendant")
3. See Teow Koon ("3rd Defendant")
4. See Tiau Kee ("4th Defendant")
5. Kian Joo Can Factory Berhad ("KJCF" or "5th Defendant")
(collectively "Defendants")

We refer to our announcement dated 7 March 2013 in respect of the above matter.

The Board of Directors of KJCF wishes to announce that the above matter has been fixed for case management on 14 March 2013 and not 15 March 2013 as earlier announced.

This announcement is dated 13 March 2013.



CANONE - MATERIAL LITIGATION (Amended Announcement)

Announcement Type: General Announcement
Company NameCAN-ONE BERHAD  
Stock Name CANONE  
Date Announced13 Mar 2013  
CategoryGeneral Announcement
Reference NoCB-130313-68349

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionFederal Court Civil Application No. 08(i)-561-12/2011(W)
(Court of Appeal Civil Appeal No. W-02(IM)(NCC)-1802-2011)
(Kuala Lumpur High Court Civil Suit No. 22NCC-833-2011)
Can-One International Sdn Bhd ("CISB")
- versus -
1. Dato' See Teow Chuan ("1st Defendant")
2. Dato' Anthony See Teow Guan ("2nd Defendant")
3. See Teow Koon ("3rd Defendant")
4. See Tiau Kee ("4th Defendant")
5. Kian Joo Can Factory Berhad ("KJCF" or "5th Defendant")
(collectively "Defendants"

We refer to our announcement dated 7 March 2013 in respect of the above matter.

The Board of Directors of Can-One Berhad wishes to announce that the above matter has been fixed for case management on 14 March 2013 and not 15 March 2013 as earlier announced.

This announcement is dated 13 March 2013.




ITRONIC - PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED

Announcement Type: General Announcement
Company NameINDUSTRONICS BERHAD  
Stock Name ITRONIC  
Date Announced13 Mar 2013  
CategoryGeneral Announcement
Reference NoCS-130313-F33C6

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDNM-130312-37694
SubjectPROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED
DescriptionINDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION")
Query Letter Contents We refer to your announcement dated 11 March 2013 in respect of the above
captioned matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release :-
1) The net assets and net profits of Moboo Digital Marketing Limited ("MB"),
based on its latest audited accounts for the financial period ended 31 December
2011.
2) The type of products marketed by MB, and its website address.
3) Particulars of all contingent liabilities and guarantees to be assumed by
Industronics Bhd, arising from the Proposed Acquisition.
4) The names of all directors and shareholders of Tinkly Limited, together
with their respective direct and indirect shareholdings therein.
5) Whether the Proposed Acquisition is subject to the approval of the relevant
government authorities, and the estimated time frame for submission of the
application to the relevant authorities.
6) Whether there was any due diligence done on MB. If so, the name of the
party who performed the due diligence and details of the material findings
arising therefrom.
7) The conditions precedent to the completion of the Proposed Acquisition.

Kindly 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)
We refer to the query letter dated 12 March 2013 from Bursa Malaysia Securities Berhad ("Bursa Securities") on the Proposed Acquisition announced on 11 March 2013.
The Company appends herewith the following information for public release:-

(Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcement dated 11 March 2013 in relation to the Proposed Acquisition)

1. Based on the latest audited accounts of Moboo Digital Marketing Limited ("MB") for the financial period ended 31 December 2011, MB has Net Liabilities and Net Loss of USD120,857 (approximately RM366,197) and USD120,858 (approximately RM366,200) respectively.

2. The corporate website of MB is www.mobooads.com. MB is a service provider principally engaged in the provision of internet marketing; and telecommunication & related value added services.

3. There are no contingent liabilities and guarantees to be assumed by Industronics pursuant to the Proposed Acquisition of MB.

4. The directors and shareholders of Tinkly Limited, together with their respective direct and indirect shareholdings are as below:-

Directors:
Yu Chun Toa Jonathan
Champley Reill Edward
ShareholdersShareholdings
Yu Chun Toa Jonathan5,000 (10%)
Champley Reill Edward45,000 (90%)

5. The Proposed Acquisition is not subject to the approval of any government authorities.

6. Due diligence has been performed on MB in relation to the Proposed Acquisition by Mr. Raymond Yip Wai Man, a director of the Company. There were no material findings or irregularity noted on MB.

7. The condition precedent to the completion of the Proposed Acquisition is as follows:-
    (a) The purchase of the Shares is conditional upon:
      i. the approval of the Board of Directors of the Company in respect of acquisition by the Company of the Shares;
      ii. such other consents or approvals as may be required of any governmental, regulatory body or competent authority having jurisdiction over any transaction contemplated under the SPA; and
      iii. the Company being satisfied with Vendor’s Disclosure Letter and that there has been no breach of any of the representations and warranties given by the Vendor to the Company. The Disclosure Letter refers to the employment contract entered into between MB and Mr Yu Chun Toa Jonathan on 1 April 2011, to govern the terms of employment of Mr Yu Chun Toa Jonathan as the Director of MB.
    (b) The Vendor and the Company shall use their respective best endeavours to ensure that the SPA becomes unconditional by the last date, i.e. 13 March 2013. If any of the Conditions Precedent is not fulfilled by the last date (save in respect of any Conditions Precedent which have been waived by the Purchaser), any Party may terminate the SPA in accordance with the provisions of SPA.

    (c) The Company shall be entitled to rescind the SPA by notice in writing to the Vendor if it appears that any of the Warranties is not or was not true and accurate in all respects or if any act or event occurs which, had it occurred on or before the date of the SPA, would have constituted a breach of any of the Warranties or if there is any material breach or non-fulfilment of any of the Warranties which being capable of remedy is not remedied prior to Completion.
    (d) The Parties shall co-operate with each other in good faith and use their best endeavours to procure and to facilitate the fulfilment of all the Conditions Precedent within the time prescribed in the SPA, and in particular shall furnish such information, supply such documents, execute such documents, forms, deeds and/or instruments and do all such acts and things as may be required or are appropriate to enable the Conditions Precedent to be fulfilled.

The Completion for the Proposed Acquisition of MB shall take place on 14 March 2013. The Vendor has agreed, upon Completion, to waive all monies that are due from Moboo to the Vendor. The amount so waived would be approximately but not less than USD500,000 (or its equivalent in HKD) and will be entered into the books of Moboo Company as “other income” for the financial year ending 31 December 2013.


APPROVAL OF SHAREHOLDERS

The Company also wishes to announce that it has been informed by Bursa Securities vide letter dated 12 March 2013 that the highest percentage ratio applicable to the Proposed Acquisition of MB pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 25.1% instead of 23.4% as announced on 11 March 2013. As such, the Proposed Acquisition of MB will require shareholders’ approval in a general meeting.


This announcement is dated 13 March 2013.


ITRONIC - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameINDUSTRONICS BERHAD  
Stock Name ITRONIC  
Date Announced13 Mar 2013  
CategoryGeneral Announcement
Reference NoCS-130313-F33C7

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionINDUSTRONICS BERHAD ("INDUSTRONICS" OR "THE COMPANY")
- PROPOSED ACQUISITION OF MOBOO DIGITAL MARKETING LIMITED ("PROPOSED ACQUISITION")
1. INTRODUCTION

We refer to the announcement made on 11 March 2013 in relation to the Proposed Acquisition. Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcement dated 11 March 2013 in relation to the Proposed Acquisition.

The Company wishes to announce that the Company and Tinkly Limited have on 13 March 2013 mutually agreed that the Company will acquire 5,001 ordinary shares of HK$1.00 each, representing 50.01% of the total issued and paid up share capital of MB for a total consideration of RM12,747,647.00 (Ringgit Malaysia: Twelve Million Seven Hundred Forty Seven Thousand Six Hundred and Forty Seven only) instead of 5,100 ordinary shares of HK$1.00 each in MB for a total consideration of RM13,000,000.00 (Ringgit Malaysia: Thirteen Million only). The Company and Tinkly Limited have also mutually agreed on 13 March 2013 to vary certain provisions in the SPA to reflect the change in the number of shares in MB to be acquired by the Company and the consideration.

Before the closing of the SPA while the SPA remained conditional, the highest percentage ratio applicable to the Proposed Acquisition of MB pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is found to be 25.1%. In order to rectify the issue before the Closing, the Company has on 13 March 2013 mutually agreed with Tinkly Limited to vary certain terms of the SPA to acquire 5,001 ordinary shares in MB for a consideration of RM12,747,647.

It is agreed between the parties that the provisions of the SPA are to be amended as follows:


Current Clause
New Clause
Clause 1 – Interpretation, Definition of “Shares”

‘SHARES’ means the 5,100 ordinary shares in the Company held by the Vendor representing 51% of the issued and allotted ordinary share capital of the Company
Clause 1 – Interpretation, Definition of “Shares”

‘SHARES’ means the 5,001 ordinary shares in the Company held by the Vendor representing 50.01% of the issued and allotted ordinary share capital of the Company
Clause 3 – Purchase Consideration

3.1 The Purchase Consideration for the Shares shall be a cash consideration of Ringgit Malaysia Thirteen Million only (RM13,000,000) to be paid via two (2) separate telegraphic transfers to a bank account to be nominated by the Vendor in the following manner:

3.1.1 RM8,000,000 to be paid upon Completion of this Agreement; and

3.1.2 RM5,000,000 to be paid within fourteen (14) days from the Completion of this Agreement.
Clause 3 – Purchase Consideration

3.1 The Purchase Consideration for the Shares shall be a cash consideration of Ringgit Malaysia Twelve Million Seven Hundred Forty Seven Thousand Six Hundred Forty Seven only (RM12,747,647) to be paid via two (2) separate telegraphic transfers to a bank account to be nominated by the Vendor in the following manner:

3.1.1 RM8,000,000 to be paid upon Completion of this Agreement; and

3.1.2 RM4,747,647 to be paid within fourteen (14) days from the Completion of this Agreement.


2. APPROVAL OF SHAREHOLDERS

The Proposed Acquisition is not subject to the approval of the Company’s shareholders as the highest percentage ratio applicable to the acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 24.62%.


3. STATEMENT BY THE BOARD OF DIRECTORS
    The Board of Directors is of the view that the variation in the terms of the SPA is in the best interest of Industronics Group.


    This announcement is dated 13 March 2013.


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