MINETEC - OTHERS MINETECH RESOURCES BERHAD ("MRB" or "the Company") - Writ of Summons and Statement of Claim filed by Diman Kuari Sdn Bhd against K.S. Chin Minerals Sdn Bhd – Settlement Agreement
| Company Name | MINETECH RESOURCES BERHAD |
| Stock Name | MINETEC |
| Date Announced | 15 Apr 2015 |
| Category | General Announcement |
| Reference No | CC-150415-65444 |
| Type | Announcement |
| Subject | OTHERS |
| Description | MINETECH RESOURCES BERHAD ("MRB" or "the Company") - Writ of Summons and Statement of Claim filed by Diman Kuari Sdn Bhd against K.S. Chin Minerals Sdn Bhd – Settlement Agreement |
(Unless otherwise stated, definitions used in this announcement shall carry the same meaning as defined in the Company’s announcement dated 13 June 2014 in relation to the Writ of Summons and Statement of Claim filed by Diman Kuari Sdn Bhd against K.S. Chin Minerals Sdn Bhd)
1. INTRODUCTION
Further to the announcement made by the Company on 13 June 2014 pertaining to the Writ of Summons and Statement of Claim filed by Diman Kuari Sdn Bhd (“DKSB”) against K.S. Chin Minerals Sdn Bhd (“KSCM”), the Board of Directors of MRB wishes to announce that KSCM has on 15 April 2015 entered into a Settlement Agreement (“SA”) with DKSB of which both parties will withdraw their respective claims in respect of the said suit with no liberty to file afresh and with no orders as to costs (“Proposed Settlement”).
The salient terms of the SA, amongst others, are as follows:-
2. EFFECTS OF THE PROPOSED SETTLEMENT
2.1 Share capital and substantial shareholders' shareholdings
The Proposed Settlement will not have any effect on the issued and paid-up share capital as well as the substantial shareholders' shareholdings in MRB.
2.2 Earnings
The Proposed Settlement is not expected to have any material effect on the earnings and earnings per share of MRB and its group of subsidiaries ("MRB Group" or "Group") for the financial year ending 31 March 2016.
2.3 Net assets ("NA") and gearing
The Proposed Settlement is not expected to have any material effect on the NA of the MRB Group.
The Proposed Settlement is also not expected to have a material impact on the gearing of the MRB Group.
3. APPROVALS REQUIRED FOR THE PROPOSED ACQUISITIONS The Proposed Settlement is not subject to the approval of the shareholders of the Company.
4. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, major shareholders and/or persons connected to them have any interest, whether direct or indirect, in the Proposed Settlement.
5. DIRECTORS' STATEMENT The Board, having considered all aspects of the Proposed Settlement, is of the opinion that the Proposed Settlement is fair and reasonable and in the best interest of MRB.
6. DOCUMENTS AVAILABLE FOR INSPECTION The SA will be made available for inspection at the registered office of MRB at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan during normal business hours (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 15 April 2015.
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FARMBES - MULTIPLE PROPOSALS
| Company Name | FARM'S BEST BERHAD |
| Stock Name | FARMBES |
| Date Announced | 15 Apr 2015 |
| Category | General Announcement |
| Reference No | OS-150415-63609 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | FARM’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”) |
(The abbreviations used herein have the same meaning as those defined in the Company's announcements dated 12 June 2014 and 29 August 2014) Reference is made to the announcement dated 22 September 2014 in relation to the application to the SC for the Proposals and the application to SC dated 21 October 2015 (“Application”). On behalf of the Board of FBB, M&A Securities wishes to announce that the SC had vide its letter dated 13 April 2015, decided not to approve the Application. In considering the Application, SC had noted the following issues of concern: (i) Inadequate due diligence SC was of the opinion that FBB, its Directors and advisers as the persons involved in the Application had failed to undertake a critical assessment of the information being reviewed and submitted, judging from the numerous inconsistencies, mistakes, omissions and poor quality disclosures contained in the Application as well as in the responses to the SC. Under the Proposed Securities Exchange, it was disclosed that the total ascribed value of the Lerfood securities to be received of RM1.50 is higher than the value of one FBB Share of RM0.67 based on the 5D-WAMP of FBB Shares up to 11 June 2014. SC had noted that the bulk of the total ascribed value of the Lerfood securities to be received by FBB shareholders is contributed by the highly theoretical value of Lerfood Warrants which have a limited lifespan and whose realisable value to FBB shareholders would be dependent on the warrants’ liquidity and market prices as well as market conditions at the material point in time. As such, the disclosed total ascribed value of the securities to be received may not be realisable and may potentially be misleading for FBB shareholders considering the Proposals. The above matters raised serious concern as to the adequacy and reliability of the information disclosed in the Application, and the ability of M&A Securities and FBB to comply with Section 215(1) of the CMSA and the provisions of the Due Diligence Guidelines. (ii) Financial estimate, forecast and projection were not appropriately substantiated SC noted that the disclosures on the key assumptions made in the financial estimate, forecast and projection were broad, confusing and lacked clarity. Given the above issues of concern, SC was unable to form an informed view as to the suitability of the Proposals of FBB and had reason to believe that approval of the Application would be detrimental to the interest of investors. Accordingly, in exercising the SC’s discretion under Section 214A(1)(a) and Section 214A(1)(d) of the CMSA, the SC had decided not the approve the Application. The Board will deliberate on the next course of action to be taken and an announcement will be made in due course. Pursuant to Rule 9.16 of the SC Equity Guidelines, FBB may appeal against the decision of SC within 30 days from 13 April 2015. This announcement is dated 15 April 2015.
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YOKO - GENERAL MEETINGS: NOTICE OF MEETING
| Company Name | YOKOHAMA INDUSTRIES BERHAD |
| Stock Name | YOKO |
| Date Announced | 15 Apr 2015 |
| Category | General Meetings |
| Reference No | CC-150415-53935 |
| Type of Meeting | AGM |
| Indicator | Notice of Meeting |
| Description | YOKOHAMA INDUSTRIES BERHAD - NOTICE OF THE TWENTY FIRST ANNUAL GENERAL MEETING |
| Date of Meeting | 08/05/2015 |
| Time | 10:00 AM |
| Venue | Auditorium, Lot 1238, Batu 23, Jalan Kachau, Semenyih-Sg. Lalang, 43500 Semenyih, Selangor Darul Ehsan |
| Date of General Meeting Record of Depositors | 30/04/2015 |
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