June 16, 2014

Company announcements: IRIS, BJFOOD, HAIO, SUPER, BREM, LYSAGHT, GADANG, RCECAP, ITRONIC, FARMBES

IRIS - OTHERS CONTRACT AGREEMENT ENTERED INTO BY AND BETWEEN GOVERNMENT OF THE PEOPLE’S REPUBLIC OF BANGLADESH, DEPARTMENT OF IMMIGRATION & PASSPORTS (“DIP”) AND IRIS CORPORATION CONSORTIUM (“CONSORTIUM”) RELATING TO THE COLLECTION OF MACHINE READABLE PASSPORT (MRP) ENROLMENT DATA AND RELATED SERVICES INCIDENTAL TO AND DISTRIBUTION OF MRP AMONG BANGLADESHI CITIZENS AT SITES IN UNITED ARAB EMIRATES (“UAE”)

Announcement Type: General Announcement
Company NameIRIS CORPORATION BERHAD (ACE Market) 
Stock Name IRIS  
Date Announced16 Jun 2014  
CategoryGeneral Announcement
Reference NoIC-140616-63513

TypeAnnouncement
SubjectOTHERS
DescriptionCONTRACT AGREEMENT ENTERED INTO BY AND BETWEEN GOVERNMENT OF THE PEOPLE’S REPUBLIC OF BANGLADESH, DEPARTMENT OF IMMIGRATION & PASSPORTS (“DIP”) AND IRIS CORPORATION CONSORTIUM (“CONSORTIUM”) RELATING TO THE COLLECTION OF MACHINE READABLE PASSPORT (MRP) ENROLMENT DATA AND RELATED SERVICES INCIDENTAL TO AND DISTRIBUTION OF MRP AMONG BANGLADESHI CITIZENS AT SITES IN UNITED ARAB EMIRATES (“UAE”)

CONTRACT AGREEMENT ENTERED INTO BY AND BETWEEN GOVERNMENT OF THE PEOPLE’S REPUBLIC OF BANGLADESH, DEPARTMENT OF IMMIGRATION & PASSPORTS (“DIP”) AND IRIS CORPORATION CONSORTIUM (“CONSORTIUM”) RELATING TO THE COLLECTION OF MACHINE READABLE PASSPORT (MRP) ENROLMENT DATA AND RELATED SERVICES INCIDENTAL TO AND DISTRIBUTION OF MRP AMONG BANGLADESHI CITIZENS AT SITES IN UNITED ARAB EMIRATES (“UAE”)

1. INTRODUCTION

The Board of Directors of IRIS Corporation Berhad (“ICB”) is pleased to announce that IRIS Corporation Berhad Consortium, a joint venture consortium consisting of ICB and Grand Technology Resources & Computer Source Limited (“GTR”) had entered into a Contract Agreement (“Contract”) for a term of 18 months with The People’s Republic Of Bangladesh, Department Of Immigration & Passports (“DIP”) on 11th June, 2014 pursuant to a tender – [Tender/MRP-MRV/establishment/tender-MRP/8-02/2013/236] for the collection of Machine Readable Passport (MRP) enrolment data and related services incidental to and distribution of MRP among Bangladeshi citizens at sites in United Arab Emirates (“UAE”).

The total value of the Contract Agreement is approximately United States Dollars Ten Million Four Hundred Thousand (USD10,400,000) [equivalent to RM33,519,200] at the rate of USD 13.00 per MRP. (equivalent to approximately MYR41.90) based on the exchange rate of USD1 : MYR3.223 as at 16th June, 2014).

2. SALIENT TERMS

2.1 The Contract Agreement consists of :-

(i) the Form of Contract (execution page);

(ii) The letter of Invitation to the Consortium for completing the formalities for signing the Contract Agreement;

(iii) Acceptance of the Consortium for completing the formalities for signing the Contract Agreement;

(iv) The Particular Conditions of Contract (PCC);

(v) The General Conditions of Contract (GCC);and

(vi) Appendices 1 to 6.

2.2 There are no bank guarantees for advance payments and no cost estimates.

2.3 The period/term for the completion of the Contract Agreement is 18 months and shall commence from the Effective Date (from the date of the Contract Agreement).

2.4 The Consortium will provide the services which include the collection of applications, biometric data and delivering personalized MRPs (Enrolment Data) and other related services incidental to and distribution of MRP among Bangladeshi citizens at the Sites in the UAE (4 Application Processing  Centres) and 1 Centralized Management Centre. The Sites will be supervised, controlled and administered by officer from DIP and the Consortium which will provide its expertise and supervise on all Technical matters.

2.5 Total number of applicants (Appendix 1-Description of Services to be provided by Second Party) is approximately 800,000 MRPs at the rate of USD13.00 per piece.

2.6 Payments shall be made by DIP in line with the agreed-on outputs on a monthly basis on accurate enrolment and delivery of the passport to the applicant subject to the submission of the bill by the Consortium and acceptance by designated officer of the Embassy and DIP jointly.

4.  SOURCES OF FUNDING

 The implementation of this Contract Agreement will be funded by internally generated funds and bank borrowings.

5. RISK FACTORS

 Project Risk

 The implementation of the Contract Agreement may be subject to unavoidable delays which may arise from non-compliance of specifications and capabilities pursuant to the performance parameters or unanticipated difficulties in setting up of the Sites and undertaking the operations in a foreign jurisdiction. However delays may then affect the profit margins of ICB as time shall be spent to resolve arising issues and will delay the recognition of revenue. Notwithstanding the above, the ICB Group will seek to limit the risks involved through prudent financial management and efficient operating procedures.

Political, Economic And Regulatory

 The political, economic and regulatory stand of DIP as our client at the date of this Contract Agreement is deemed stable, however the ICB Group shall take necessary precautions to mitigate any risk that may arise if need be during the performance of this Contract Agreement.

6. FINANCIAL EFFECTS OF THE CONTRACT

 The Contract Agreement will not have any material effect on the issued and paid up share capital, substantial shareholder’s shareholding, earnings, earnings per share, net assets per share and gearing of the ICB Group. Barring unforeseen circumstances, the Board is of the opinion that the Contract Agreement will contribute positively to the earnings and earnings per share of the ICB Group for the next financial year 31 March 2015

7. APPROVALS REQUIRED FOR THE IMPLEMENTATION OF THE  CONTRACT AGREEMENT

 This Contract Agreement is not conditional on the approval of ICB’s shareholders or any relevant agencies of the Government of Malaysia or any other jurisdiction.

8. DIRECTORS AND MAJOR SHARE HOLDERS INTERESTS

 None of the directors, major shareholders, and persons connected with the directors or major shareholders of ICB have any interest, direct or indirect in the Contract Agreement.

9. STATEMENT OF DIRECTORS

 The Board, after having considered all aspects of the Contract Agreement and given that ICB  has already established an excellent relationship with DIP on its existing contract for the Introduction of Machine Readable Passport (MRP) and Machine Readable Visa (MRV) in Bangladesh [Tender No: MRP-MRV/Estb/Tender-MRP/8-01/09,  the Board is of the opinion that the Contract Agreement is in pursuance to its core business, Trusted Identity, is indeed in the best interest of the ICB Group.

10. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES

 The Contract Agreement does not depart from the Securities Commission’s Policies and Guidelines on Issue/Offer of Securities.

11. PERCENTAGE RATIOS AS PER SECTION 10.02 (G) OF LISTING REQUIREMENTS  OF BURSA MALAYSIA SECURITIES BERHAD

The highest percentage ratio applicable to this Contract Agreement is 7.33%

12. DOCUMENT FOR INSPECTION

The Contract Agreement shall be available for inspection at the registered office of ICB during office hours at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, and 59200 Kuala Lumpur for q period of three (3) months from the date of this announcement.

This announcement is dated 16th June 2014

 



BJFOOD - Interim Dividend

Announcement Type: Entitlements (Notice of Book Closure)
Company NameBERJAYA FOOD BERHAD****DO NOT RELEASE  
Stock Name BJFOOD  
Date Announced16 Jun 2014  
CategoryEntitlements (Notice of Book Closure)
Reference NoBF-140616-48220

EX-date09/07/2014
Entitlement date11/07/2014
Entitlement time05:00:00 PM
Entitlement subjectInterim Dividend
Entitlement descriptionSecond interim single-tier exempt dividend of 2.5 sen per share
Period of interest payment to
Financial Year End30/04/2014
Share transfer book & register of members will be to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone noBerjaya Registration Services Sdn Bhd
Lot 6.03, Level 6 (East Wing)
Berjaya Times Square
No. 1, Jalan Imbi, 55100 Kuala Lumpur.
Payment date 25/07/2014
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers11/07/2014 
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit 
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable) 
Entitlement indicatorCurrency
CurrencyMalaysian Ringgit (MYR)
Entitlement in Currency0.025


HAIO - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameHAI-O ENTERPRISE BERHAD  
Stock Name HAIO  
Date Announced16 Jun 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCP-140616-2ADD6

Date of buy back16/06/2014
Description of shares purchasedOrdinary Shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)15,900
Minimum price paid for each share purchased ($$)2.470
Maximum price paid for each share purchased ($$)2.520
Total consideration paid ($$)39,659.00
Number of shares purchased retained in treasury (units)15,900
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)6,343,588
Adjusted issued capital after cancellation
(no. of shares) (units)
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)3.14


SUPER - Changes in Sub. S-hldr's Int. (29B) - Lim Pei Tiam @ Liam Ahat Kiat

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameSUPER ENTERPRISE HOLDINGS BERHAD  
Stock Name SUPER  
Date Announced16 Jun 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-140616-2754E

Particulars of substantial Securities Holder

NameLim Pei Tiam @ Liam Ahat Kiat
Address23, Lorong Datuk Sulaiman 6,
Taman Tun Dr. Ismail,
60000 Kuala Lumpur
NRIC/Passport No/Company No.460722-01-5261
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderLim Pei Tiam @ Liam Ahat Kiat
23, Lorong Datuk Sulaiman 6,
Taman Tun Datuk Dr. Ismail,
60000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/06/2014
8,200
 
Acquired10/06/2014
21,300
 
Acquired11/06/2014
25,000
 
Acquired12/06/2014
14,500
 
Acquired13/06/2014
4,000
 

Circumstances by reason of which change has occurredPurchase in open market
Nature of interestDirect Interest
Direct (units)3,792,400 
Direct (%)9.07 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change3,792,400
Date of notice16/06/2014

Remarks :
The percentage of direct interest excludes 13,000 Ordinary Shares of RM1.00 each bought-back by the Company and retained as treasury shares.


BREM - Quarterly rpt on consolidated results for the financial period ended 31/3/2014 (Amended Announcement)

Announcement Type: Financial Results
Company NameBREM HOLDING BERHAD  
Stock Name BREM  
Date Announced16 Jun 2014  
CategoryFinancial Results
Reference NoCS-140616-44857

Financial Year End31/03/2014
Quarter4
Quarterly report for the financial period ended31/03/2014
The figureshave not been audited

Remarks :
The foreign currency translation difference in the Condensed Consolidated Statement of Comprehensive Income for the financial year ended 31 March 2014 should be read as RM30,758,000 instead of RM38,296,000. The overstatement of RM7,538,000 in the foreign currency translation difference was attributed to a dividend payment made by an overseas subsidiary to the non-controlling interests which was being included due to an oversight. With the amendment, the Total Comprehensive Income and the Total Comprehensive Income Attributable To Non-controlling Interests should be read as RM16,611,000 and RM3,883,000 instead of RM9,073,000 and RM11,421,000 respectively. The corresponding figures in the Statement of Changes in Equity and the Statement of Cash Flow have been amended accordingly.
  • Default Currency
  • Other Currency

Currency: Malaysian Ringgit (MYR)

SUMMARY OF KEY FINANCIAL INFORMATION
31/03/2014

 
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31/03/2014
31/03/2013
31/03/2014
31/03/2013
$$'000
$$'000
$$'000
$$'000
1Revenue
31,106
10,990
144,103
134,605
2Profit/(loss) before tax
13,630
2,525
63,115
49,007
3Profit/(loss) for the period
12,026
-1,708
47,369
33,739
4Profit/(loss) attributable to ordinary equity holders of the parent
10,577
-5,231
36,493
22,443
5Basic earnings/(loss) per share (Subunit)
6.30
-4.60
21.70
13.20
6Proposed/Declared dividend per share (Subunit)
3.00
3.00
6.00
6.00


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 ($$)
2.8200
2.7400
Definition of Subunit:

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:

CountryBase UnitSubunit
MalaysiaRinggitSen
United StatesDollarCent
United KingdomPoundPence


LYSAGHT - OTHERS Lysaght Galvanized Steel Berhad ("LGS" OR "THE COMPANY") - NOTICE OF NOMINATION FOR ELECTION TO THE OFFICE OF DIRECTOR AT THE FORTHCOMING ANNUAL GENERAL MEETING

Announcement Type: General Announcement
Company NameLYSAGHT GALVANIZED STEEL BERHAD  
Stock Name LYSAGHT  
Date Announced16 Jun 2014  
CategoryGeneral Announcement
Reference NoCC-140613-63629

TypeAnnouncement
SubjectOTHERS
DescriptionLysaght Galvanized Steel Berhad ("LGS" OR "THE COMPANY")
- NOTICE OF NOMINATION FOR ELECTION TO THE OFFICE OF DIRECTOR AT THE FORTHCOMING ANNUAL GENERAL MEETING

The Board of Directors of Lysaght Galvanized Steel Berhad ("LGS") wishes to inform that the Company has received a Notice of Nomination dated 12 June 2014 from Mr Koh Tee Kiow @ Kho Tee Keow, a shareholder of the Company, to nominate Mr Cheam Low Soo for election to the office of Director of LGS at the forthcoming Thirty-Fifth Annual General Meeting ("35th AGM") of the Company scheduled to be held on Wednesday, 25 June 2014.

An addendum to the Notice of the 35th AGM will be depatched to all shareholders of LGS.

 



GADANG - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameGADANG HOLDINGS BHD  
Stock Name GADANG  
Date Announced16 Jun 2014  
CategoryGeneral Announcement
Reference NoGH-140616-62187

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, we have received notification from the following principal officer in relation to her dealings in the securities of the Company as per the table below:

Name of Principal Officer
Description of Securities
Date of Disposal
No. of Shares
% of Issued Shares
Price per Share
Nature of Interest
Kuan Aye Lee
Ordinary shares of RM1.00 each
13 June 2014
4,000
0.002
RM1.85
Direct
Kuan Aye Lee
Ordinary shares of RM1.00 each
16 June 2014
6,000
0.003
RM1.86
Direct


RCECAP - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced16 Jun 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoRC-140616-4A3D5

Date of buy back16/06/2014
Description of shares purchasedOrdinary shares of RM0.10 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)180,000
Minimum price paid for each share purchased ($$)0.315
Maximum price paid for each share purchased ($$)0.320
Total consideration paid ($$)57,626.02
Number of shares purchased retained in treasury (units)180,000
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)33,140,600
Adjusted issued capital after cancellation
(no. of shares) (units)
 
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)2.82


ITRONIC - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameINDUSTRONICS BERHAD  
Stock Name ITRONIC  
Date Announced16 Jun 2014  
CategoryChange in Boardroom
Reference NoCC-140611-51390

Date of change16/06/2014
NameLU ZHI QIN
Age41
NationalityCANADIAN
Type of changeAppointment
DesignationNon-Executive Director
DirectorateIndependent & Non Executive
QualificationsCollege, Baiyun College Shanghai 
Working experience and occupation Ms. Lu is an entrepreneur in food & beverage industries and owned several restaurant.  
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiariesNil 


FARMBES - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameFARM'S BEST BERHAD  
Stock Name FARMBES  
Date Announced16 Jun 2014  
CategoryGeneral Announcement
Reference NoOS-140616-49E96

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionFARM’S BEST BERHAD (“FBB” OR THE “COMPANY”)

• PROPOSED PAR VALUE REDUCTION;
• PROPOSED ACQUISITION;
• PROPOSED SECURITIES EXCHANGE;
• PROPOSED OFFER FOR SALE;
• PROPOSED SPECIAL ISSUE;
• PROPOSED AMENDMENTS; AND
• PROPOSED TRANSFER OF LISTING STATUS

(COLLECTIVELY, THE “PROPOSALS”)

(Unless otherwise defined in this announcement, all abbreviations used in this announcement are defined in the announcement dated 12 June 2014)

Further to the announcement dated 12 June 2014 in relation to the Proposals, M&A Securities, on behalf of the Board of FBB wishes to announce the following additional information in relation to the opinion from FHMH Corporate Advisory Sdn Bhd on the fairness and reasonableness of the Purchase Consideration as stated in Section 2.2.1(vii) of the announcement dated 12 June 2014.

The basis and method for the valuation for the Purchase consideration based on the letter from FHMH Corporate Advisory Sdn Bhd (“FHCA”) dated 28 May 2014 are as follows:

1.1 Basis of the valuation

The basis of the valuation is the market value which is defined as the arms’ length price at which the asset would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell, in an open and unrestricted market and both having reasonable knowledge of relevant facts.

1.2 Method and result of valuation

The valuation methodologies considered and selected by FHCA to evaluate the fairness and reasonableness of the Purchase Consideration are as follows:

(i) Relative Valuation Analysis (“RVA”)

Under the RVA, reference was made to the valuation statistics of companies listed on regional stock exchanges with principal activities that are considered broadly comparable to the business of SHH Group (“Comparable Companies”), the following results were noted:

The P/E multiple of SHH Group of 9.26 times based on the PAT of SHH Group for the FYE 31 December 2013 is below the average of P/E multiple of Comparable Companies of 9.46 times and within the range of 5.99 times to 13.34 times.

The enterprise value to earnings before interest, taxation, depreciation and amortisation (“EV/EBITDA”) multiple of SHH Group of 8.20 times is below the average EV/EBITDA of the Comparable Companies of 13.07 times and within the range of 4.42 and 41.36 times.

The P/B ratio of SHH Group of 3.10 times based on the NA of SHH Group as at 31 December 2013 is above the average P/B multiple of Comparable Companies of 1.61 times but within the range of 0.42 times to 3.48 times.

(ii) Discounted Free Cash Flow to Equity (“Discounted FCFE”)

Under Discounted FCFE, the valuation method involves the application of an appropriate selected discount rate applied on the projected future cash flows to be earned by the equity holders, taking into account a combination of risk factors associated with the industry in which the SHH Group is involved in, namely the systematic business risk and the financing mix, the following results were noted:

Based on the financial forecast and projections provided and using a discount rate of 1% from 13.61% (the discount rate derived from analysis of Comparable Companies), the intrinsic valuation of SHH Group is between RM362 million and RM386 million.

Based on the analysis using a discount rate of 1% from 13.61% and a 10% movement in terminal value, the intrinsic valuation of SHH Group is between RM333 million and RM418 million.

Based on the analysis using a discount rate of 1% from 13.61% and a 10% movement in FCFE, the intrinsic valuation of SHH Group is between RM355 million and RM394 million.

The Purchase Consideration is within the range of intrinsic valuation based on the Discounted FCFE method of RM333 million to RM418 million.

1.3 Conclusion

The above analysis indicates that the Purchase Consideration is within the range of values provided under both the RVA and the Discounted FCFE valuation methods. Premise on the above, FHCA is of the opinion that the Purchase Consideration is fair and reasonable.

The letter from FHCA dated 28 May 2014 is made available for inspection at the registered office of FBB at AG 5730, Alor Gajah Industrial Estate, 78000 Alor Gajah, Melaka, during normal office hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of the announcement dated 12 June 2014.

This announcement is dated 16 June 2014.



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