KENMARK - KENMARK INDUSTRIAL CO. (M) BERHAD ("Kenmark" or "the Company") Press Statements
Announcement Type: General Announcement
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: KENMARK INDUSTRIAL CO. (M) BERHAD ("Kenmark" or "the Company")
Press Statements
Contents: The Board of Directors of Kenmark wishes to inform that a press conference was held this afternoon to brief on the Executive Directors' meeting this morning with most of the key management staff of the Company at the business premises in Port Klang on the recommencement of business operations, which the Board hopes can resume by next week.
As to the appointment of Receivers by EON Bank Berhad (EBB) on Kenmark Paper Sdn Bhd, the Board clarified that there was no default on the credit facilities that was granted by EBB. There were some trade bills due for payment at the end of May 2010 but due to the unfortunate situation last week where communications with Mr James Hwang broke down, the trade bills could not be paid and EBB in safeguarding their interest had then appointed the Receivers.
It was also clarified at the press conference that the Directors have learnt from Mr James Hwang that for the Vietnam operations, the local authorities were requested to take control of the operating premises to safeguard the assets when some looting occurred during the absence of senior management staff.
This announcement is dated 4 June 2010.
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: KENMARK INDUSTRIAL CO. (M) BERHAD ("Kenmark" or "the Company")
Press Statements
Contents: The Board of Directors of Kenmark wishes to inform that a press conference was held this afternoon to brief on the Executive Directors' meeting this morning with most of the key management staff of the Company at the business premises in Port Klang on the recommencement of business operations, which the Board hopes can resume by next week.
As to the appointment of Receivers by EON Bank Berhad (EBB) on Kenmark Paper Sdn Bhd, the Board clarified that there was no default on the credit facilities that was granted by EBB. There were some trade bills due for payment at the end of May 2010 but due to the unfortunate situation last week where communications with Mr James Hwang broke down, the trade bills could not be paid and EBB in safeguarding their interest had then appointed the Receivers.
It was also clarified at the press conference that the Directors have learnt from Mr James Hwang that for the Vietnam operations, the local authorities were requested to take control of the operating premises to safeguard the assets when some looting occurred during the absence of senior management staff.
This announcement is dated 4 June 2010.
SUPERMX-CB - Bonus Issue
Announcement Type: Entitlements (Notice of Book Closure)
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Name: SUPERMX-CB: CW SUPERMAX CORPORATION BERHAD (OSK)
Stock Name: SUPERMX-CB
Date Announced: 04/06/2010
Announcement Detail:
EX-date: 16/06/2010
Entitlement date: 18/06/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Bonus Issue
Entitlement description: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Period of interest payment: to
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 no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House
Block D13, Pusat Dagangan Dana 1
Jalan PJU 1A/46
47300 Petaling Jaya, Selangor
Tel. no.: (03) 7481 8000
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 18/06/2010
Entitlement indicator: Ratio
Ratio: 0 : 0
Remarks: In accordance with Condition B3.1 - Adjustment of Exercise Price and Entitlement to the Second Schedule of the Deed Poll dated 3 December 2009, the Entitlement and Exercise Price of the SUPERMX-CB will be adjusted for the Bonus Issue in accordance with the following formula:
1. Adjusted Entitlement = (1 + N) x E
= (1 + 0.25) x 0.1000
= 0.1250 (equivalent to Entitlement of 8 SUPERMX-CB per SUPERMX Share)
2. Adjusted Exercise Price = [1 / (1 + N)] x K
= [1 / (1 + 0.25)] x RM6.50
= RM5.20
Where
E: 0.1000, being the existing Entitlement immediately prior to the Bonus Issue (equivalent to Entitlement of 10 SUPERMX-CB per SUPERMX Share)
N: 0.25, being the number of additional shares (whether a whole or a fraction) received by a holder of existing shares for each share held prior to the Bonus Issue
K: RM6.50, being the existing Exercise Price of SUPERMX-CB immediately prior to the Bonus Issue
The actual adjustments to the Exercise Price and Entitlement of the SUPERMX-CB shall take place on 16 June 2010 ("Ex-Date"), which is the first day of dealings in the SUPERMX on an ex-bonus basis.
This announcement is dated 4 June 2010.
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Name: SUPERMX-CB: CW SUPERMAX CORPORATION BERHAD (OSK)
Stock Name: SUPERMX-CB
Date Announced: 04/06/2010
Announcement Detail:
EX-date: 16/06/2010
Entitlement date: 18/06/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Bonus Issue
Entitlement description: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Period of interest payment: to
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 no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House
Block D13, Pusat Dagangan Dana 1
Jalan PJU 1A/46
47300 Petaling Jaya, Selangor
Tel. no.: (03) 7481 8000
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 18/06/2010
Entitlement indicator: Ratio
Ratio: 0 : 0
Remarks: In accordance with Condition B3.1 - Adjustment of Exercise Price and Entitlement to the Second Schedule of the Deed Poll dated 3 December 2009, the Entitlement and Exercise Price of the SUPERMX-CB will be adjusted for the Bonus Issue in accordance with the following formula:
1. Adjusted Entitlement = (1 + N) x E
= (1 + 0.25) x 0.1000
= 0.1250 (equivalent to Entitlement of 8 SUPERMX-CB per SUPERMX Share)
2. Adjusted Exercise Price = [1 / (1 + N)] x K
= [1 / (1 + 0.25)] x RM6.50
= RM5.20
Where
E: 0.1000, being the existing Entitlement immediately prior to the Bonus Issue (equivalent to Entitlement of 10 SUPERMX-CB per SUPERMX Share)
N: 0.25, being the number of additional shares (whether a whole or a fraction) received by a holder of existing shares for each share held prior to the Bonus Issue
K: RM6.50, being the existing Exercise Price of SUPERMX-CB immediately prior to the Bonus Issue
The actual adjustments to the Exercise Price and Entitlement of the SUPERMX-CB shall take place on 16 June 2010 ("Ex-Date"), which is the first day of dealings in the SUPERMX on an ex-bonus basis.
This announcement is dated 4 June 2010.
SUPERMX-CB - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Name: SUPERMX-CB: CW SUPERMAX CORPORATION BERHAD (OSK)
Stock Name: SUPERMX-CB
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Contents: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Attachments: Announcement (SUPERMX-CB) - Bonus Issue Appendix.pdf
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Name: SUPERMX-CB: CW SUPERMAX CORPORATION BERHAD (OSK)
Stock Name: SUPERMX-CB
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Contents: ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE NON-COLLATERALISED CASH SETTLED EUROPEAN-STYLE CALL WARRANTS OVER ORDINARY SHARES OF SUPERMAX CORPORATION BERHAD ("SUPERMX") ("SUPERMX-CB") PURSUANT TO THE BONUS ISSUE OF UP TO 71.4 MILLION NEW ORDINARY SHARES OF RM0.50 EACH IN SUPERMX ("SUPERMX SHARES") ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SUPERMX SHARES HELD ("BONUS ISSUE")
Attachments: Announcement (SUPERMX-CB) - Bonus Issue Appendix.pdf
PETRA - General Announcement
Announcement Type: General Announcement
Company Name: PETRA PERDANA BERHAD
Stock Name: PETRA
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: Petra Perdana Berhad ("the Company or PPB")
- Kuala Lumpur High Court of Malaya Suit No. D-22 NCC 735-2009 ("Suit")
Shamsul Bin Saad v Tengku Dato' Ibrahim Petra Bin Tengku Indra Petra & 5 others
Contents: Further to the announcement on 4 March 2010, the Board of Directors of PPB wishes to inform that pursuant to the High Court Deputy Registrar's instruction, the 3 June 2010 date for the mention of the Suit has been vacated. Further case management is now fixed before the High Court Deputy Registrar on 9 June 2010.
This announcement is dated 4 June 2010.
Company Name: PETRA PERDANA BERHAD
Stock Name: PETRA
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: Petra Perdana Berhad ("the Company or PPB")
- Kuala Lumpur High Court of Malaya Suit No. D-22 NCC 735-2009 ("Suit")
Shamsul Bin Saad v Tengku Dato' Ibrahim Petra Bin Tengku Indra Petra & 5 others
Contents: Further to the announcement on 4 March 2010, the Board of Directors of PPB wishes to inform that pursuant to the High Court Deputy Registrar's instruction, the 3 June 2010 date for the mention of the Suit has been vacated. Further case management is now fixed before the High Court Deputy Registrar on 9 June 2010.
This announcement is dated 4 June 2010.
LOH&LOH - General Announcement
Announcement Type: General Announcement
Company Name: LOH & LOH CORPORATION BERHAD
Stock Name: LOH&LOH
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: LOH & LOH CORPORATION BERHAD ("LLCB")
- LETTER OF ACCEPTANCE FOR THE PAHANG-SELANGOR RAW WATER TRANSFER PROJECT, LOT 1-3A, SEMANTAN INTAKE, PUMPING STATION AND RELATED WORKS
Contents: The Board of Directors of LLCB would like to inform that Loh & Loh-George Kent-Hazama Joint Venture has on 4 June 2010 received the Letter of Acceptance dated 2 June 2010 from the Ministry of Energy, Green Technology and Water, Malaysia for the "Pahang-Selangor Raw Water Transfer Project, Lot 1-3A, Semantan Intake, Pumping Station and Related Works" ("the Project") for a contract sum of approximately RM317.6 million.
The Project is not expected to have any material effect on the net asset and consolidated earnings per share of LLCB Group for the financial year ending 31 December 2010. Barring any unforeseen circumstances, the Board believes that the Project will have a positive impact on the earnings per share of LLCB Group in the future.
The expected date of completion of the Project is 30 May 2014.
Loh & Loh-George Kent-Hazama Joint Venture is an unincorporated joint venture between Loh & Loh Constructions Sdn. Bhd., a wholly owned subsidiary of LLCB, George Kent (Malaysia) Berhad and Hazama Corporation, to undertake the Project.
None of the directors or major shareholders of the Company, or persons connected with them, has any interest, direct or indirect in the Project.
This announcement is dated 4 June 2010.
Company Name: LOH & LOH CORPORATION BERHAD
Stock Name: LOH&LOH
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: LOH & LOH CORPORATION BERHAD ("LLCB")
- LETTER OF ACCEPTANCE FOR THE PAHANG-SELANGOR RAW WATER TRANSFER PROJECT, LOT 1-3A, SEMANTAN INTAKE, PUMPING STATION AND RELATED WORKS
Contents: The Board of Directors of LLCB would like to inform that Loh & Loh-George Kent-Hazama Joint Venture has on 4 June 2010 received the Letter of Acceptance dated 2 June 2010 from the Ministry of Energy, Green Technology and Water, Malaysia for the "Pahang-Selangor Raw Water Transfer Project, Lot 1-3A, Semantan Intake, Pumping Station and Related Works" ("the Project") for a contract sum of approximately RM317.6 million.
The Project is not expected to have any material effect on the net asset and consolidated earnings per share of LLCB Group for the financial year ending 31 December 2010. Barring any unforeseen circumstances, the Board believes that the Project will have a positive impact on the earnings per share of LLCB Group in the future.
The expected date of completion of the Project is 30 May 2014.
Loh & Loh-George Kent-Hazama Joint Venture is an unincorporated joint venture between Loh & Loh Constructions Sdn. Bhd., a wholly owned subsidiary of LLCB, George Kent (Malaysia) Berhad and Hazama Corporation, to undertake the Project.
None of the directors or major shareholders of the Company, or persons connected with them, has any interest, direct or indirect in the Project.
This announcement is dated 4 June 2010.
HIL - General Announcement
Announcement Type: General Announcement
Company Name: HIL INDUSTRIES BERHAD
Stock Name: HIL
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: HIL Industries Berhad ("HIL")
- ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING
Contents: The Board of Directors of HIL wishes to inform that further to the announcement on 3 June 2010, there is an addendum on the Notice of Fortieth Annual General Meeting.
A copy of the addendum is attached.
This announcement is dated 4 June 2010
Attachments: ADDENDUM.pdf
Company Name: HIL INDUSTRIES BERHAD
Stock Name: HIL
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: HIL Industries Berhad ("HIL")
- ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING
Contents: The Board of Directors of HIL wishes to inform that further to the announcement on 3 June 2010, there is an addendum on the Notice of Fortieth Annual General Meeting.
A copy of the addendum is attached.
This announcement is dated 4 June 2010
Attachments: ADDENDUM.pdf
HARVEST - HARVEST COURT INDUSTRIES BHD - NOTICE OF THIRTY SECOND ANNUAL GENERAL MEETING
Announcement Type: General Announcement
Company Name: HARVEST COURT INDUSTRIES BHD
Stock Name: HARVEST
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: HARVEST COURT INDUSTRIES BHD - NOTICE OF THIRTY SECOND ANNUAL GENERAL MEETING
Contents: The Board of Directors of Harvest Court Industries Bhd is pleased to announce that the Thirty Second Annual General Meeting ("AGM") of the Company will be held at Lot 450 Jalan Papan, Pandamaran Industrial Area, 42000 Port Klang, Selangor Darul Ehsan on Monday, 28 June 2010 at 11.00 a.m.
The full text of the notice of AGM is attached herewith for your kind attention. The said notice will be published in New Straits Times on 5 June 2010.
This announcement is made on 4 June 2010.
Attachments: Notice of 32nd AGM.pdf
Company Name: HARVEST COURT INDUSTRIES BHD
Stock Name: HARVEST
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: HARVEST COURT INDUSTRIES BHD - NOTICE OF THIRTY SECOND ANNUAL GENERAL MEETING
Contents: The Board of Directors of Harvest Court Industries Bhd is pleased to announce that the Thirty Second Annual General Meeting ("AGM") of the Company will be held at Lot 450 Jalan Papan, Pandamaran Industrial Area, 42000 Port Klang, Selangor Darul Ehsan on Monday, 28 June 2010 at 11.00 a.m.
The full text of the notice of AGM is attached herewith for your kind attention. The said notice will be published in New Straits Times on 5 June 2010.
This announcement is made on 4 June 2010.
Attachments: Notice of 32nd AGM.pdf
QSR - QSR-Exercise of Warrants 2008/2013 ("Exercise of Warrants")
Announcement Type: Listing Circular
Company Name: QSR BRANDS BHD
Stock Name: QSR
Date Announced: 04/06/2010
Announcement Detail:
Subject: QSR-Exercise of Warrants 2008/2013 ("Exercise of Warrants")
Contents: Kindly be advised that the abovementioned Company's additional 9,430 new ordinary shares of RM1.00 each arising from the aforesaid Exercise of Warrants will be granted listing and quotation with effect from 9.00 a.m., Monday, 7 June 2010.
Company Name: QSR BRANDS BHD
Stock Name: QSR
Date Announced: 04/06/2010
Announcement Detail:
Subject: QSR-Exercise of Warrants 2008/2013 ("Exercise of Warrants")
Contents: Kindly be advised that the abovementioned Company's additional 9,430 new ordinary shares of RM1.00 each arising from the aforesaid Exercise of Warrants will be granted listing and quotation with effect from 9.00 a.m., Monday, 7 June 2010.
QSR - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: QSR BRANDS BHD
Stock Name: QSR
Date Announced: 04/06/2010
Announcement Detail:
Date of buy back from: 24/05/2010
Date of buy back to: 26/05/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 146,500
Minimum price paid for each share purchased ($$): 3.380
Maximum price paid for each share purchased ($$): 3.470
Total amount paid for shares purchased ($$): 507,412.75
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 146,500
Total number of shares retained in treasury (units): 12,630,900
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 04/06/2010
Lodged by: QSR Brands Bhd (599171-D)
Company Name: QSR BRANDS BHD
Stock Name: QSR
Date Announced: 04/06/2010
Announcement Detail:
Date of buy back from: 24/05/2010
Date of buy back to: 26/05/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 146,500
Minimum price paid for each share purchased ($$): 3.380
Maximum price paid for each share purchased ($$): 3.470
Total amount paid for shares purchased ($$): 507,412.75
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 146,500
Total number of shares retained in treasury (units): 12,630,900
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 04/06/2010
Lodged by: QSR Brands Bhd (599171-D)
LINEAR - General Announcement
Announcement Type: General Announcement
Company Name: LINEAR CORPORATION BERHAD
Stock Name: LINEAR
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: LINEAR CORPORATION BERHAD("Linear")
- KING DOME PROJECT
- RECONSTITUTION OF BOARD OF DIRECTORS
- CORPORATE GOVERNANCE
- DEFAULT IN PAYMENT
Contents: KING DOME PROJECT
On 29 December 2009, the Company had announced that a wholly-owned subsidiary, LCI Global Sdn. Bhd. ("LCI") [formerly known as Linear Cooling Industries Sdn. Bhd.] had accepted a project awarded by Global Investment Group Inc ("GIG") [incorporated in the Republic of Seychelles] for the design, construction, completion and commissioning of a 350,000 Refrigeration Ton/hour District Cooling Plant in Manjung, Perak ("Project") with a contract sum of RM1,663 million. It was also announced that a formal contract shall be entered within 180 days from the Letter of Award dated 24 December 2009 ("Contract") for the Project. GIG is the promoter and owner of the King Dome Project which, on paper, is the world's largest dome structure measuring 1,600 metres in diameter with an indoor city with retail, leisure, resort, food and beverage facilities. The function of the District Cooling Plant is to supply chilled water for air-conditioning services to the King Dome.
To-date, a sum of RM36 million has been advanced by LCI to GIG as part payment of a performance consideration sum prior to the commencement of the Project("Advance"). The Advance was effected solely by a Director of the Company at the material time in an autocratic manner.
Following the reconstitution of the Board of Directors ("BOD") in early May 2010 (as detailed hereinafter), the BOD has immediately undertaken a critical and objective re-assessment of the Project. The preliminary findings are set out below:-
(i) lack of full and proper documentation relating to the contractual relationships;
(ii) no documentary evidence to demonstrate the overall viability of the King Dome Project with an estimated construction cost of about USD 5 billion;
(iii) no documentary evidence on the background and business experience of the promoters of GIG and on the financial standing of GIG;
(iv) absence of proper procedures and internal controls within Linear Group, especially limit on the powers of directors to enter into any financial and contractual commitment on behalf of the Linear Group; and
(v) no evidence of any significant progress towards the execution of the Contract.
Consequently, the BOD has resolved to take action for the full recovery of the Advance in the interest of Linear, its shareholders and other stakeholders. Currently, the BOD is seeking legal advice on this matter. A further announcement will be made at the appropriate time.
The BOD will continue to assess the Project on an on-going basis and will make immediate announcement on any material development pursuant to Bursa Malaysia's Listing Requirements. The outcome of the Project is expected to have a material financial effect on the Linear Group. Furthermore, the BOD has resolved that no further payments will be made to GIG for whatever purpose.
RECONSTITUTION OF BOD
As previously announced last month, three(3) directors have been appointed and two(2) directors has resigned from BOD. Currently, the BOD comprises three (3) Executive Directors and four (4) Non-executive directors with a broader range of expertise and experience. The composition of the BOD will be reviewed periodically to ensure that the BOD will continue to be effective in discharging its responsibilities in order to protect and enhance stakeholders' value. The BOD fully supports the recommendations of the Malaysian Code of Corporate Governance.
CORPORATE GOVERNANCE
The BOD has immediately identified corporate governance and transparency as a critical area of concern, of which the Project is one such example.
The BOD has now implemented the following internal control procedures:-
(i) all bank mandates to require two (2) authorized signatories;
(ii) the authority of any director to enter into any financial or contractual commitment on behalf of the Group is limited to RM10,000.00;
(iii) all material contracts must be fully and properly documented by legal experts and approved by the BOD prior to execution; and
(iv) all public announcement must be carefully prepared in compliance with Bursa Malaysia's Listing Requirements and approved by the BOD prior to release.
Going forward, the BOD has established a Special Task Committee ("Committee") to carry out a comprehensive review of the financial records and statements of the Linear Group and to identify any irregularities. The results/findings of the Committee will be tabled for the deliberation of the BOD. The Committee comprises the three (3) Executive Directors namely, Mr. Yap Chee Keong (Chairman), Mr. Saw Heng Soo and Mr. Mevin Nevis A/L AF Nevis.
The Committee will seek the advice of independent lawyers and accountants on an ad-hoc basis. The BOD believes that the Committee has the requisite expertise and experience to undertake the special task.
At the forthcoming Annual General Meeting scheduled on 29 June 2010, an ordinary resolution for the appointment of Messrs. Crowe Horwath as auditors of the Company in place of the retiring auditors will be tabled for approval by shareholders. This change in audit firm is timely as the BOD believes that the in-coming audit firm will have the opportunity to re-examine subjective past judgements made by the management with a "fresh perspective".
DEFAULT IN PAYMENT
As previously announced, the Company has been designated as an Affected Listed Issuer pursuant to Practice Note No. 1/2001 ("PN1") of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad - Default in Payment. Consequently, the BOD is engaging with Bursa Malaysia on action plans and proposals to rectify the situation.
The BOD has been in consultations and discussions with the four banks that have granted unsecured banking facilities to the Linear Group. All of these facilities are in default and the total outstanding amount as at 31 May 2010 is about RM20.8 million. In addition, the Linear Group has defaulted in a secured term loan with an outstanding amount of about RM16.7 million as at 31 May 2010. Similarly, the BOD is engaging with the secured bank lender.
The BOD has indicated an outline financial restructuring scheme to the banks for information purposes. An investment bank has been approached by the BOD to consider acceptance of appointment as adviser to the Linear Group for a financial restructuring scheme to restore the Linear Group to a sound financial condition on such terms and conditions that are fair to all stakeholders.
Company Name: LINEAR CORPORATION BERHAD
Stock Name: LINEAR
Date Announced: 04/06/2010
Announcement Detail:
Type: Announcement
Subject: LINEAR CORPORATION BERHAD("Linear")
- KING DOME PROJECT
- RECONSTITUTION OF BOARD OF DIRECTORS
- CORPORATE GOVERNANCE
- DEFAULT IN PAYMENT
Contents: KING DOME PROJECT
On 29 December 2009, the Company had announced that a wholly-owned subsidiary, LCI Global Sdn. Bhd. ("LCI") [formerly known as Linear Cooling Industries Sdn. Bhd.] had accepted a project awarded by Global Investment Group Inc ("GIG") [incorporated in the Republic of Seychelles] for the design, construction, completion and commissioning of a 350,000 Refrigeration Ton/hour District Cooling Plant in Manjung, Perak ("Project") with a contract sum of RM1,663 million. It was also announced that a formal contract shall be entered within 180 days from the Letter of Award dated 24 December 2009 ("Contract") for the Project. GIG is the promoter and owner of the King Dome Project which, on paper, is the world's largest dome structure measuring 1,600 metres in diameter with an indoor city with retail, leisure, resort, food and beverage facilities. The function of the District Cooling Plant is to supply chilled water for air-conditioning services to the King Dome.
To-date, a sum of RM36 million has been advanced by LCI to GIG as part payment of a performance consideration sum prior to the commencement of the Project("Advance"). The Advance was effected solely by a Director of the Company at the material time in an autocratic manner.
Following the reconstitution of the Board of Directors ("BOD") in early May 2010 (as detailed hereinafter), the BOD has immediately undertaken a critical and objective re-assessment of the Project. The preliminary findings are set out below:-
(i) lack of full and proper documentation relating to the contractual relationships;
(ii) no documentary evidence to demonstrate the overall viability of the King Dome Project with an estimated construction cost of about USD 5 billion;
(iii) no documentary evidence on the background and business experience of the promoters of GIG and on the financial standing of GIG;
(iv) absence of proper procedures and internal controls within Linear Group, especially limit on the powers of directors to enter into any financial and contractual commitment on behalf of the Linear Group; and
(v) no evidence of any significant progress towards the execution of the Contract.
Consequently, the BOD has resolved to take action for the full recovery of the Advance in the interest of Linear, its shareholders and other stakeholders. Currently, the BOD is seeking legal advice on this matter. A further announcement will be made at the appropriate time.
The BOD will continue to assess the Project on an on-going basis and will make immediate announcement on any material development pursuant to Bursa Malaysia's Listing Requirements. The outcome of the Project is expected to have a material financial effect on the Linear Group. Furthermore, the BOD has resolved that no further payments will be made to GIG for whatever purpose.
RECONSTITUTION OF BOD
As previously announced last month, three(3) directors have been appointed and two(2) directors has resigned from BOD. Currently, the BOD comprises three (3) Executive Directors and four (4) Non-executive directors with a broader range of expertise and experience. The composition of the BOD will be reviewed periodically to ensure that the BOD will continue to be effective in discharging its responsibilities in order to protect and enhance stakeholders' value. The BOD fully supports the recommendations of the Malaysian Code of Corporate Governance.
CORPORATE GOVERNANCE
The BOD has immediately identified corporate governance and transparency as a critical area of concern, of which the Project is one such example.
The BOD has now implemented the following internal control procedures:-
(i) all bank mandates to require two (2) authorized signatories;
(ii) the authority of any director to enter into any financial or contractual commitment on behalf of the Group is limited to RM10,000.00;
(iii) all material contracts must be fully and properly documented by legal experts and approved by the BOD prior to execution; and
(iv) all public announcement must be carefully prepared in compliance with Bursa Malaysia's Listing Requirements and approved by the BOD prior to release.
Going forward, the BOD has established a Special Task Committee ("Committee") to carry out a comprehensive review of the financial records and statements of the Linear Group and to identify any irregularities. The results/findings of the Committee will be tabled for the deliberation of the BOD. The Committee comprises the three (3) Executive Directors namely, Mr. Yap Chee Keong (Chairman), Mr. Saw Heng Soo and Mr. Mevin Nevis A/L AF Nevis.
The Committee will seek the advice of independent lawyers and accountants on an ad-hoc basis. The BOD believes that the Committee has the requisite expertise and experience to undertake the special task.
At the forthcoming Annual General Meeting scheduled on 29 June 2010, an ordinary resolution for the appointment of Messrs. Crowe Horwath as auditors of the Company in place of the retiring auditors will be tabled for approval by shareholders. This change in audit firm is timely as the BOD believes that the in-coming audit firm will have the opportunity to re-examine subjective past judgements made by the management with a "fresh perspective".
DEFAULT IN PAYMENT
As previously announced, the Company has been designated as an Affected Listed Issuer pursuant to Practice Note No. 1/2001 ("PN1") of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad - Default in Payment. Consequently, the BOD is engaging with Bursa Malaysia on action plans and proposals to rectify the situation.
The BOD has been in consultations and discussions with the four banks that have granted unsecured banking facilities to the Linear Group. All of these facilities are in default and the total outstanding amount as at 31 May 2010 is about RM20.8 million. In addition, the Linear Group has defaulted in a secured term loan with an outstanding amount of about RM16.7 million as at 31 May 2010. Similarly, the BOD is engaging with the secured bank lender.
The BOD has indicated an outline financial restructuring scheme to the banks for information purposes. An investment bank has been approached by the BOD to consider acceptance of appointment as adviser to the Linear Group for a financial restructuring scheme to restore the Linear Group to a sound financial condition on such terms and conditions that are fair to all stakeholders.
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