PENSONI - OTHERS VOLUNTARY ANNOUNCEMENT ADDITIONAL INVESTMENT BY WHOLLY-OWNED SUBSIDIARY, KEAT RADIO CO. SDN BHD (“KRC”) FOR A TOTAL CONSIDERATION OF RM50,002.00 TO BE SATISFIED IN CASH (“ADDITIONAL INVESTMENT”)
| Company Name | PENSONIC HOLDINGS BERHAD |
| Stock Name | PENSONI |
| Date Announced | 27 Jan 2015 |
| Category | General Announcement |
| Reference No | PH-150127-60924 |
| Type | Announcement |
| Subject | OTHERS |
| Description | VOLUNTARY ANNOUNCEMENT ADDITIONAL INVESTMENT BY WHOLLY-OWNED SUBSIDIARY, KEAT RADIO CO. SDN BHD (“KRC”) FOR A TOTAL CONSIDERATION OF RM50,002.00 TO BE SATISFIED IN CASH (“ADDITIONAL INVESTMENT”) |
1. INTRODUCTION The Board of Directors of Pensonic Holdings Berhad (“PHB”) is pleased to announce that its wholly-owned subsidiary, KRC had on 26 January 2015 has an additional investment of 50,002 new ordinary shares of RM1.00 each in Pensonic Parts & Services Sdn Bhd (“PPS”) for a total consideration of RM50,002.00 to be satisfied in cash. This additional investment is through share acquisition from Dato’ Seri Chew Weng Khak @ Chew Weng Kiak (1 share) and Mr. Chew Chuon Jin (50,001 shares) (“the Vendors”). 2. INFORMATION OF PHB PHB (Company No. 300426-P) is a company incorporated pursuant to the laws of Malaysia and having its’ registered address at 87, Muntri Street, 10200 Penang. The Company is principally involved in Properties Owner & Investment Holdings. The authorised share capital of PHB is RM100,000,000 comprising of 200,000,000 ordinary shares of RM0.50 each and the issued and paid-up share capital is RM64,834,000. 3. INFORMATION OF KRC KRC (Company No. 32600-X) is a company incorporated in Malaysia under the Companies Act, 1965 on 25 April 1977 and having its’ registered address at 87, Muntri Street, 10200 Penang. KRC is wholly-owned subsidiary company of PHB and is principally involved in manufacture, assembly and sale of electrical and electronic appliances. Its present authorised and paid-up share capital are RM2,500,000.00 and RM2,500,000.00 respectively. 4. INFORMATION OF PPS PPS (Company No. 141276-X) is a company incorporated in Malaysia under the Companies Act, 1965 on 4 July, 1985 and having its’ registered address at 87, Muntri Street, 10200 Penang. PPS is a subsidiary company of KRC and is principally involved in manufacture, assembly and sale of electrical and electronic appliances. Its present authorised and paid-up share capital are RM2,500,000.00 and RM2,500,000.00 respectively. Currently, KRC hold 60% of the total issued and paid-up share capital of PPS. After additional acquired the remaining 40% shares which is 50,002 ordinary shares of RM1.00 at consideration of RM52,002, PPS became wholly owned subsidiary company of KRC. 5. SOURCE OF FUNDING The total consideration for the Additional Investment is proposed to be wholly satisfied by cash through internally-generated funds of KRC. 6. FINANCIAL EFFECTS i. Share Capital and substantial shareholders’ shareholding The Additional Investment does not have any effect on the share capital of PHB and the shareholdings of its substantial shareholders. ii. Earnings The Investment is not expected to have any material impact on the earnings of PHB for the current financial year ending 31 May 2015. iii. Net Assets The Investment is not expected to have any material effect on the net assets per share of PHB for the current financial year ending 31 May 2015. iv. Gearing The Investment is not expected to have any material effect on the gearing of the PHB Group. 7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST Dato’ Seri Chew Weng Khak @ Chew Weng Kiak and Mr Chew Chuon Jin declared that they are directors of KRC and PPS and hence regarded as interested in the Additional Investment. 8. APPROVALS REQUIRED The additional of investment in PPS by KRC does not require the approval of shareholders of PHB and the relevant government authorities. 9. DIRECTORS’ RECOMMENDATION The Board of Directors, excluded interested directors, is of the opinion that the investment is in the best interest of PHB, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders. 10. DOCUMENTS FOR INSPECTION The documentation for the additional investment is available for inspection during normal business hours at PHB’s registered office at 87 Muntri Street, 10200 Penang, between 9.00 am and 5.00 pm on Mondays to Fridays (except public holidays) for a period of three months from the date of this announcement. 11. PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Investment is 2.14% calculated based on total value of the consideration of the Investment compared with the net assets of PHB Group. This announcement is dated 27 January 2015.
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