SUNRISE - First and Final Dividend
Announcement Type: Entitlements (Notice of Book Closure)
Company Name: SUNRISE BERHAD
Stock Name: SUNRISE
Date Announced: 04/10/2010
Announcement Detail:
EX-date: 15/11/2010
Entitlement date: 18/11/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and final dividend of 5 sen per share less 25% tax for the financial year ended 30th June 2010
Period of interest payment: to
Financial Year End: 30/06/2010
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: Tricor Investor Services Sdn Bhd
(Formerly known as Tenaga Koperat Sdn Bhd)
Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur
Tel: 603-2264 3883
Payment date: 16/12/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 18/11/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.05
Remarks: The proposed first and final dividend is subject to the approval of the shareholders of the Company at the 41st Annual General Meeting to be held on 28th October 2010.
Company Name: SUNRISE BERHAD
Stock Name: SUNRISE
Date Announced: 04/10/2010
Announcement Detail:
EX-date: 15/11/2010
Entitlement date: 18/11/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and final dividend of 5 sen per share less 25% tax for the financial year ended 30th June 2010
Period of interest payment: to
Financial Year End: 30/06/2010
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: Tricor Investor Services Sdn Bhd
(Formerly known as Tenaga Koperat Sdn Bhd)
Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur
Tel: 603-2264 3883
Payment date: 16/12/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 18/11/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.05
Remarks: The proposed first and final dividend is subject to the approval of the shareholders of the Company at the 41st Annual General Meeting to be held on 28th October 2010.
PUNCAK - General Announcement
Announcement Type: General Announcement
Company Name: PUNCAK NIAGA HOLDINGS BERHAD
Stock Name: PUNCAK
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: PUNCAK NIAGA HOLDINGS BERHAD (416087-U) ("PUNCAK" OR "THE COMPANY")
INTERNATIONAL COMPETITIVE TENDER FOR PROJECT IN MANGALORE, INDIA
- CESSATION OF JOINT VENTURE AGREEMENT BETWEEN PUNCAK AND P&C CONSTRUCTIONS (P) LTD
Contents: Reference is made to the Company's earlier announcement dated 16 August 2010 in respect of the Joint Venture Agreement dated 16 August 2010 between the Company and an Indian company, P&C Constructions (P) Ltd ("P&C") ("JVA") in relation to the joint participation in an international competitive tender for a pipeline conveyance system project in Mangalore, India ("Project").
The Company wishes to inform the Exchange that the JVA had ceased following the decision of Mangalore Special Economic Zone Limited to cancel the whole tender process for the Project without incurring any liability to the bidders.
This announcement is dated 4 October 2010.
Company Name: PUNCAK NIAGA HOLDINGS BERHAD
Stock Name: PUNCAK
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: PUNCAK NIAGA HOLDINGS BERHAD (416087-U) ("PUNCAK" OR "THE COMPANY")
INTERNATIONAL COMPETITIVE TENDER FOR PROJECT IN MANGALORE, INDIA
- CESSATION OF JOINT VENTURE AGREEMENT BETWEEN PUNCAK AND P&C CONSTRUCTIONS (P) LTD
Contents: Reference is made to the Company's earlier announcement dated 16 August 2010 in respect of the Joint Venture Agreement dated 16 August 2010 between the Company and an Indian company, P&C Constructions (P) Ltd ("P&C") ("JVA") in relation to the joint participation in an international competitive tender for a pipeline conveyance system project in Mangalore, India ("Project").
The Company wishes to inform the Exchange that the JVA had ceased following the decision of Mangalore Special Economic Zone Limited to cancel the whole tender process for the Project without incurring any liability to the bidders.
This announcement is dated 4 October 2010.
GTRONIC - General Announcement
Announcement Type: General Announcement
Company Name: GLOBETRONICS TECHNOLOGY BERHAD
Stock Name: GTRONIC
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Globetronics Technology Bhd ("GTB" or "the Company")
- Notification of dealings by Directors of GTB during closed period
Contents: In accordance with paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Ng Kweng Chong and Ng Kok Khuan, the Directors of GTB had transacted dealings in the securities of GTB during closed period via Glencare Sdn Bhd which they are deemed interested. The details as set out in Table 1 and 2 below.
This announcement is dated 04 October 2010.
Company Name: GLOBETRONICS TECHNOLOGY BERHAD
Stock Name: GTRONIC
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Globetronics Technology Bhd ("GTB" or "the Company")
- Notification of dealings by Directors of GTB during closed period
Contents: In accordance with paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Ng Kweng Chong and Ng Kok Khuan, the Directors of GTB had transacted dealings in the securities of GTB during closed period via Glencare Sdn Bhd which they are deemed interested. The details as set out in Table 1 and 2 below.
This announcement is dated 04 October 2010.
MMM - MMM-CONTINUED SUSPENSION
Announcement Type: Listing Circular
Company Name: MALAYSIAN MERCHANT MARINE BERHAD
Stock Name: MMM
Date Announced: 04/10/2010
Announcement Detail:
Subject: MMM-CONTINUED SUSPENSION
Contents: The above Company has failed to submit its Annual Report for financial year ended 31 March 2010 to Bursa Malaysia Securities Berhad ("Bursa Securities") for public release within the stipulated timeframe pursuant to Paragraph 9.23(1) of Bursa Securities' Main Market Listing Requirements ("LR").
Pursuant to Paragraph 9.28(5) of the LR, if a listed issuer fails to issue the outstanding financial statements within 5 market days after the expiry of the relevant timeframes stated in Paragraph 9.22 and 9.23 of the LR ("Relevant Timeframes") (the last day of the 5 market days is referred to as "Suspension Deadline"), in addition to any enforcement action that Bursa Securities may take, Bursa Securities shall suspend the trading in the securities of such listed issuer. The suspension shall be effected on the next market day after the Suspension Deadline.
In view of the above and in accordance with Paragraph 9.28(5) of the LR, a trading suspension will be imposed on the securities of the Company. However, as the Company's securities has been suspended from trading since 9 August 2010 due to its failure to submit the annual audited accounts for financial year ended 31 March 2010, please be advised that the suspension of trading will continue until further notice.
Furthermore, please note that pursuant to Paragraph 9.28(6) of the LR, if a listed issuer fails to issue the outstanding financial statements within 6 months from the expiry of the Relevant Timeframes, in addition to any enforcement action that Bursa Securities may take; de-listing procedures shall be commenced against such listed issuer.
Company Name: MALAYSIAN MERCHANT MARINE BERHAD
Stock Name: MMM
Date Announced: 04/10/2010
Announcement Detail:
Subject: MMM-CONTINUED SUSPENSION
Contents: The above Company has failed to submit its Annual Report for financial year ended 31 March 2010 to Bursa Malaysia Securities Berhad ("Bursa Securities") for public release within the stipulated timeframe pursuant to Paragraph 9.23(1) of Bursa Securities' Main Market Listing Requirements ("LR").
Pursuant to Paragraph 9.28(5) of the LR, if a listed issuer fails to issue the outstanding financial statements within 5 market days after the expiry of the relevant timeframes stated in Paragraph 9.22 and 9.23 of the LR ("Relevant Timeframes") (the last day of the 5 market days is referred to as "Suspension Deadline"), in addition to any enforcement action that Bursa Securities may take, Bursa Securities shall suspend the trading in the securities of such listed issuer. The suspension shall be effected on the next market day after the Suspension Deadline.
In view of the above and in accordance with Paragraph 9.28(5) of the LR, a trading suspension will be imposed on the securities of the Company. However, as the Company's securities has been suspended from trading since 9 August 2010 due to its failure to submit the annual audited accounts for financial year ended 31 March 2010, please be advised that the suspension of trading will continue until further notice.
Furthermore, please note that pursuant to Paragraph 9.28(6) of the LR, if a listed issuer fails to issue the outstanding financial statements within 6 months from the expiry of the Relevant Timeframes, in addition to any enforcement action that Bursa Securities may take; de-listing procedures shall be commenced against such listed issuer.
AKN - AKN Technology Bhd ("AKN" or "the Company") Notice of suspension in trading of securities
Announcement Type: General Announcement
Company Name: AKN TECHNOLOGY BHD
Stock Name: AKN
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: AKN Technology Bhd ("AKN" or "the Company")
Notice of suspension in trading of securities
Contents: Reference is made to the General Announcement made by the Company to Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 September 2010 (OD-100927-62221) in relation to Bursa Securities' rejection on the Company's proposed regularization plan.
The Company hereby announce that it has on 1 October 2010 received a Notice of suspension in trading of securities ("Notice") from Bursa Securities (Reference No. ENF/IE/BHF/CST/291(68)/2010), informing that the trading in the securities of the Company will be suspended upon the expiry of 5 market days from the said Notice, i.e. with effect from Monday, 11 October 2010 pursuant to Paragraph 8.14C of the Listing Requirements of Bursa Securities, in view that AKN's proposed regularization plan has been rejected.
Company Name: AKN TECHNOLOGY BHD
Stock Name: AKN
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: AKN Technology Bhd ("AKN" or "the Company")
Notice of suspension in trading of securities
Contents: Reference is made to the General Announcement made by the Company to Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 September 2010 (OD-100927-62221) in relation to Bursa Securities' rejection on the Company's proposed regularization plan.
The Company hereby announce that it has on 1 October 2010 received a Notice of suspension in trading of securities ("Notice") from Bursa Securities (Reference No. ENF/IE/BHF/CST/291(68)/2010), informing that the trading in the securities of the Company will be suspended upon the expiry of 5 market days from the said Notice, i.e. with effect from Monday, 11 October 2010 pursuant to Paragraph 8.14C of the Listing Requirements of Bursa Securities, in view that AKN's proposed regularization plan has been rejected.
AKN - General Announcement
Announcement Type: General Announcement
Company Name: AKN TECHNOLOGY BHD
Stock Name: AKN
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: AKN Technology Bhd ("AKN" or "the Company")
Notice to show cause on de-listing of the securities of AKN
Contents: Reference is made to the General Announcement made by the Company to Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 September 2010 (OD-100927-62221) in relation to Bursa Securities' rejection on the Company's proposed regularization plan.
The Board of Directors of the Company hereby announce that it has on 1 October 2010 received a Notice to show cause on de-listing of securities of the Company from Bursa Securities (Refeence No. ENF/IE/BHF/CST/290(68)/2010) whereby the Company has been accorded 5 market days from the date of the said notice, i.e. on or before 8 October 2010 to make written representations to Bursa Securities as to why its securities should not be removed from the Official List of Bursa Securities.
In the event Bursa Securities decides to de-list the Company, the securities of the Company shall be removed from the Official List of Bursa Securities upon the expiry of 7 market days from the date of notification of the decision to de-list the Company or upon such other date as may be specified by Bursa Securities unless an appeal is made within the prescribed timeframe.
And that in the event Bursa Securities decides not to de-list the Company, other appropriate action/ penalty(ies) may be imposed pursuant to paragraph 16.17 of the Listing Requirements of Bursa Securities.
Company Name: AKN TECHNOLOGY BHD
Stock Name: AKN
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: AKN Technology Bhd ("AKN" or "the Company")
Notice to show cause on de-listing of the securities of AKN
Contents: Reference is made to the General Announcement made by the Company to Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 September 2010 (OD-100927-62221) in relation to Bursa Securities' rejection on the Company's proposed regularization plan.
The Board of Directors of the Company hereby announce that it has on 1 October 2010 received a Notice to show cause on de-listing of securities of the Company from Bursa Securities (Refeence No. ENF/IE/BHF/CST/290(68)/2010) whereby the Company has been accorded 5 market days from the date of the said notice, i.e. on or before 8 October 2010 to make written representations to Bursa Securities as to why its securities should not be removed from the Official List of Bursa Securities.
In the event Bursa Securities decides to de-list the Company, the securities of the Company shall be removed from the Official List of Bursa Securities upon the expiry of 7 market days from the date of notification of the decision to de-list the Company or upon such other date as may be specified by Bursa Securities unless an appeal is made within the prescribed timeframe.
And that in the event Bursa Securities decides not to de-list the Company, other appropriate action/ penalty(ies) may be imposed pursuant to paragraph 16.17 of the Listing Requirements of Bursa Securities.
QL - General Announcement
Announcement Type: General Announcement
Company Name: QL RESOURCES BERHAD
Stock Name: QL
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Proposed acquisition of 40.51% equity interest in Boilermech Sdn. Bhd. by a wholly owned subsidiary of QL Resources Berhad namely QL Green Resources Sdn. Bhd. for a purchase consideration of RM29,168,496.00
Contents: 1. INTRODUCTION
Pursuant to Chapter 10, Paragraph 10.06 of the Main Market Listing requirements of Bursa Malaysia Securities Berhad, the Board of Directors of QL Resources Berhad ("QL" or "Company") wishes to announce that its wholly owned subsidiary namely QL Green Resources Sdn. Bhd. (formerly known as Tong Her Marine Products Sdn. Bhd.)("QLGR") had on 4 October 2010, entered into Share Acquisition Agreement ("SAA") with Leong Yew Cheong, Wong Wee Voo, Foong Peng Foo, Tee Seng Chun and Gan Chih Soon (are collectively referred to as "Vendors") to acquire an aggregate of 202,559 ordinary shares of Boilermech Sdn. Bhd. ("Boilermech")representing approximately 40.51% of the issued and paid-up share capital of Boilermech for a total cash consideration of RM29,168,496.00 ("Purchase Consideration").
2. INFORMATION ON QLGR,BOILERMECH AND THE VENDORS
2.1 QLGR
QLGR was incorporated in Malaysia on 11 April 1981 under the Companies Act 1965 ("Act") as a private limited company under the name of Tong Her Marine Products Sdn Bhd. QLGR assumed its present name on 15 March 2010. QLGR is an investment holding company focusing on agricultural biomass renewable energy-related projects and technologies. As at 30 September 2010, QLGR has an authorised share capital of RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which RM336,522 comprising 336,522 ordinary shares of RM1.00 each have been issued and fully paid-up.
2.2 BOILERMECH
Boilermech was incorporated in Malaysia on 10 May 1980 under the Companies Act 1965 ("Act") as a private limited company. Boilermech's is primarily engaged in the business of design, manufacturing, installation and commissioning of biomass boilers, manufacturing and supply of boiler ancillary equipment and major repairs on existing boilers. As at 30 September 2010, Boilermech has an authorised share capital of RM500,000 comprising 500,000 ordinary shares of RM1.00 each, all of which been issued and fully paid-up ("Boilermech Share(s)").
Boilermech recorded an audited revenue and profit after tax of approximately RM98.78 million and RM12.34 million respectively for the financial year ended 30 April 2010, while the audited net assets recorded on even date was approximately RM12.99 million.
The unaudited revenue and profit after tax for the period ending 31 August 2010 were approximately RM36.36 million and RM4.45 million respectively. The unaudited net assets recorded on even date was approximately 22.31 million, which included RM4.86 million of revaluation reserve.
2.3 The Vendors
Mr Leong Yew Cheong holds 115,920 Boilermech Shares representing 23.18% equity interest in Boilermech. He is disposing 11,764 Boilermech Shares (2.35%) to QLGR at a consideration of RM1,694,016.00.
Mr Wong Wee Voo holds 78,660 Boilermech Shares representing 15.73% equity interest in Boilermech. He is disposing 7,983 Boilermech Shares (1.60%) to QLGR at a consideration of RM1,149,552.00.
Mr Foong Peng Foo holds 177,100 Boilermech Shares representing 35.42% equity interest in Boilermech. He is disposing all his Boilermech Shares to QLGR at a consideration of RM25,502,400.00.
Mr Tee Seng Chun holds 28,975 Boilermech Shares representing 5.79% equity interest in Boilermech. He is disposing 2,941 Boilermech Shares (0.59%) to QLGR at a consideration of RM423,504.00.
Mr Gan Chih Soon holds 27,305 Boilermech Shares representing 5.46% equity interest in Boilermech. He is disposing 2,771 Boilermech Shares (0.55%) to QLGR at a consideration of RM399,024.00.
3. DETAILS OF THE ACQUISITION
3.1 Salient Terms of the SAA
QLGR has entered into the SAA to acquire approximately 40.51% of the issued and paid-up share capital of Boilermech comprising an aggregate of 202,559 Boilermech Shares from the Vendors for a total cash consideration of RM29,168,496.00.
The Boilermech Shares acquired by QLGR are free from encumbrances and with all benefits, rights and entitlements accruing or attaching thereto as from the date of the SAA. Completion of the share acquisition shall take place within 10 days from the date of the SAA ("Completion Date"). Upon completion of the share acquisition, Boilermech will become an associates company of QL.
The Purchase Consideration is to be deposited in full to the Vendors' Solicitors as stakeholder on the Completion Date.
3.2 Basis of Arriving at the Purchase Consideration for the acquisition
The Purchase Consideration for the acquisition was arrived at based on a "willing buyer-willing seller" basis, taking into consideration amongst other factors, the valuation of the Company based on the profit after tax as at financial year ended 30 April 2010 of approximately RM12.34 million and a P/E multiple of approximately 5.85 times as well as its prospects disclosed in Section 5 below.
3.3 Source of Funding
The Purchase Consideration for the acquisition was funded by internally generated funds of QL.
3.4 Liabilities to be assumed
Save as stated below, there are no liabilities, including contingent liabilities and/or guarantees, to be assumed by QLGR arising from the acquisition.
QLGR agrees to provide guarantee on a proportionate and several basis in favour of the Company's financiers (if necessary) to replace Mr Foong Peng Foo, the Vendor who shall cease to be shareholder and director of the Company upon completion of the sale and purchase of the Boilermech Shares, within twelve (12) months from the Completion Date, and provided there is no breach of any representations, warranties, undertakings and/or covenants herein on the part of the said Vendor.
4. RATIONALE FOR THE ACQUISITION
QL identifies the biomass renewable energy sector as one of the major growth areas for agriculture and renewable energy in Southeast Asia, where it produces abundant, sustainable agricultural and forestry biomass energy resources. Boilermech is one of the leading biomass boiler manufacturers in Malaysia and has a market presence in Indonesia and other palm producing countries such as Thailand, Myanmar, Ivory Coast and Cambodia. QL's investment is targeted to capture the growth opportunities in the palm oil industry, the agricultural processing sector and the biomass renewable energy sector in Southeast Asia and other palm producing countries.
Investment in Boilermech also complements QL's strategy to expand its biomass renewable energy business. Further to the development of its first zero-waste palm oil mill renewable energy project, QL, through its investment in Boilermech, acquires technology and know-how in agricultural biomass power and heat generation. The association and investment enables QL to offer wider range of biomass energy solutions to satisfy different applications needs in different industries and countries. The investment could bring synergy in origination, design and engineering, management and fabrication of biomass energy projects between QL and Boilermech.
5. PROSPECTS
Biomass boilers are general industrial and power generation machineries used to generate steam using biomass fuel. In the palm oil industry, biomass boilers are used exclusively for power generation and sterilization of fresh fruit bunches. Other agricultural processing and basic industries such as latex-based, paper and pulp, wood-based processing, sugar and rice processing industries that requires steam and power generation, are also major users of biomass boilers.
With the high cost and shortage of fossil fuel and the trend of subsidy removal in countries such as Malaysia, there is increasing demand for biomass boilers for other basic industrial uses. Finally, biomass boilers are also important building blocks for independent power plants ("IPPs") generating renewable energy using biomass. In recent years, the trend of climate change increases demand for biomass power and heat generation globally. Renewable energy IPP is also an emerging end-user segment for biomass boilers in Southeast Asia. Overall, the growth of the biomass boiler business depends on the growth of the palm oil industry, Southeast Asia's agricultural and basic industry as well as the growth in biomass IPP industry.
Palm oil industry
Global palm oil production is expected to grow from 43 million metric tonne ("MT") in 2008 to 94 million MT in 2020. Malaysia's production is expected to grow modestly from 17.3 million MT in 2008 to 27.8 million MT in 2020. Indonesia's production is expected to grow rapidly from 19.2 million MT in 2008 to 55.3 million MT in 2020. The overall industry is expected to grow 8% per annum between 2010 and 2020. The growth in global oil consumption and its supply, especially in Indonesia, is expected to become a significant source of growth for the biomass boiler industry.
Agricultural processing and basic industries
Malaysia's agricultural processing and basic industries have been benefiting from the country's fossil fuel resources and subsidies. However, with the increasing shortage of fossil fuel resources and trend to remove fossil fuel subsidies, industrial energy users are increasingly switching their energy fuel from natural gas/petroleum into biomass. This becomes an emerging driver for biomass boiler adoption within Malaysia's industrial sector. Similarly, in Thailand and Indonesia, who are net importers of petroleum/natural gas and suffering from under-developed energy infrastructure, the use of biomass fuel for industrial power and steam generation is increasingly common. The growth of the agricultural processing and basic industries in Southeast Asia will generate more opportunity for biomass boilers and contribute to its growth.
Renewable energy IPP sector
In the wake of the global challenge in climate change, Southeast Asian countries like Thailand and Philippines have introduced Renewable Energy Act and subsidies to accelerate the adoption of renewable energy. With the tropical climate and rich agricultural production in Southeast Asia, agricultural biomass is targeted to be the largest contributor to the renewable energy generation in the region.
On the local front, the 10th Malaysian Plan issued in June 2010 emphasized on renewable energy development for the country between 2011 to 2015. The plan targets to increase the contribution of renewable energy from the current level of below 1% to 5.5% by 2015.
Overall, the regulations and policies are favourable for the development of renewable energy, especially in biomass IPP and would therefore create additional opportunities for market growth in biomass boilers.
With the growth prospect and profit track record of Boilermech, the company may also be a suitable candidate for listing on the local stock exchange in the near future.
6. RISK FACTORS
The following is a summary of the factors (which may not be exhaustive) which may have a significant impact on QL as a result of the acquisition:
6.1 Political, Economic and Regulatory Risks
The acquisition is subject to the general political, economic and regulatory policies which may change from time to time, and there can be no assurance that any change to such policies will not materially and adversely affect the rights or performance of QL with respect to its investment in Boilermech.
6.2 Investment Risk
There can be no assurance that Boilermech will be able to continue with its growth or profit-making track record, or that the anticipated benefits of the acquisition will be realised.
6.3 Dependence on the palm oil industry
Customers operating in the palm oil industry contributed substantially to Boilermech's total revenue. Its operations and financial performance will be adversely affected if there is a decline in the palm oil production activities due to factors hindering such activities such as decline in palm oil prices, adverse changes in the regulatory environment governing the industry or natural disasters. While Boilermech can diversify into servicing other end-user industries, there can be no assurance that any change in the palm oil industry will not have a material adverse effect on its operations and financial performance.
6.4 Dependence on Boilermech's management team or any failure to attract similarly qualified personnel in the future
As QL does not have prior experience in the boiler manufacturing industry, the continued and future success of Boilermech is therefore dependent to a significant extent on the performance and execution of the founding management and technical team.
QL together with the founding team of Boilermech will strive to continue attracting and retaining key management personnel, who are essential to successfully support Boilermech's operations.
7. EFFECTS OF THE ACQUISITION
The acquisition is not expected to have any material effect on the share capital, substantial shareholders' shareholdings, net assets per share, gearing and earnings per share of QL for the financial year ending 31 March 2011.
8. APPROVAL REQUIRED AND THE APPLICATION TO THE RELEVANT AUTHORITIES
The acquisition is not subject to the approval of the shareholders or other relevant authorities. As such, no application will be required to be made to the relevant authorities.
9. DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTERESTS AND/OR PERSONS CONNECTED TO SUCH DIRECTORS AND MAJOR SHAREHOLDERS
None of the directors and/or major shareholders of QL and/or persons connected with such directors and/or major shareholders has any interest, direct or indirect, in the acquisition.
10. DIRECTORS' STATEMENT
After taking into consideration all aspects of the acquisition, the Board is of the opinion that the acquisition is in the best interest of the Company.
11. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
Barring any unforeseen circumstances, the acquisition is expected to be completed by end of October 2010.
12. HIGHEST PERCENTAGE RATIO PERSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
The highest percentage ratio applicable to the acquisition is 5.80% which is the value of the Purchase Consideration, compared with the net assets of QL Group based on the audited financial statements of QL Group for the financial year ended 31 March 2010.
13. DOCUMENTS AVAILABLE FOR INSPECTION
The SAA is available for inspection at the Registered Office of QL at No.16A, Jalan Astaka U8/83, Bukit Jelutong, 40150 Shah Alam, Selangor Darul Ehsan during normal business hours from Monday to Friday (except public holidays) for a period of 1 month from the date of announcement.
This announcement is dated 4 October 2010.
Company Name: QL RESOURCES BERHAD
Stock Name: QL
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Proposed acquisition of 40.51% equity interest in Boilermech Sdn. Bhd. by a wholly owned subsidiary of QL Resources Berhad namely QL Green Resources Sdn. Bhd. for a purchase consideration of RM29,168,496.00
Contents: 1. INTRODUCTION
Pursuant to Chapter 10, Paragraph 10.06 of the Main Market Listing requirements of Bursa Malaysia Securities Berhad, the Board of Directors of QL Resources Berhad ("QL" or "Company") wishes to announce that its wholly owned subsidiary namely QL Green Resources Sdn. Bhd. (formerly known as Tong Her Marine Products Sdn. Bhd.)("QLGR") had on 4 October 2010, entered into Share Acquisition Agreement ("SAA") with Leong Yew Cheong, Wong Wee Voo, Foong Peng Foo, Tee Seng Chun and Gan Chih Soon (are collectively referred to as "Vendors") to acquire an aggregate of 202,559 ordinary shares of Boilermech Sdn. Bhd. ("Boilermech")representing approximately 40.51% of the issued and paid-up share capital of Boilermech for a total cash consideration of RM29,168,496.00 ("Purchase Consideration").
2. INFORMATION ON QLGR,BOILERMECH AND THE VENDORS
2.1 QLGR
QLGR was incorporated in Malaysia on 11 April 1981 under the Companies Act 1965 ("Act") as a private limited company under the name of Tong Her Marine Products Sdn Bhd. QLGR assumed its present name on 15 March 2010. QLGR is an investment holding company focusing on agricultural biomass renewable energy-related projects and technologies. As at 30 September 2010, QLGR has an authorised share capital of RM500,000 comprising 500,000 ordinary shares of RM1.00 each of which RM336,522 comprising 336,522 ordinary shares of RM1.00 each have been issued and fully paid-up.
2.2 BOILERMECH
Boilermech was incorporated in Malaysia on 10 May 1980 under the Companies Act 1965 ("Act") as a private limited company. Boilermech's is primarily engaged in the business of design, manufacturing, installation and commissioning of biomass boilers, manufacturing and supply of boiler ancillary equipment and major repairs on existing boilers. As at 30 September 2010, Boilermech has an authorised share capital of RM500,000 comprising 500,000 ordinary shares of RM1.00 each, all of which been issued and fully paid-up ("Boilermech Share(s)").
Boilermech recorded an audited revenue and profit after tax of approximately RM98.78 million and RM12.34 million respectively for the financial year ended 30 April 2010, while the audited net assets recorded on even date was approximately RM12.99 million.
The unaudited revenue and profit after tax for the period ending 31 August 2010 were approximately RM36.36 million and RM4.45 million respectively. The unaudited net assets recorded on even date was approximately 22.31 million, which included RM4.86 million of revaluation reserve.
2.3 The Vendors
Mr Leong Yew Cheong holds 115,920 Boilermech Shares representing 23.18% equity interest in Boilermech. He is disposing 11,764 Boilermech Shares (2.35%) to QLGR at a consideration of RM1,694,016.00.
Mr Wong Wee Voo holds 78,660 Boilermech Shares representing 15.73% equity interest in Boilermech. He is disposing 7,983 Boilermech Shares (1.60%) to QLGR at a consideration of RM1,149,552.00.
Mr Foong Peng Foo holds 177,100 Boilermech Shares representing 35.42% equity interest in Boilermech. He is disposing all his Boilermech Shares to QLGR at a consideration of RM25,502,400.00.
Mr Tee Seng Chun holds 28,975 Boilermech Shares representing 5.79% equity interest in Boilermech. He is disposing 2,941 Boilermech Shares (0.59%) to QLGR at a consideration of RM423,504.00.
Mr Gan Chih Soon holds 27,305 Boilermech Shares representing 5.46% equity interest in Boilermech. He is disposing 2,771 Boilermech Shares (0.55%) to QLGR at a consideration of RM399,024.00.
3. DETAILS OF THE ACQUISITION
3.1 Salient Terms of the SAA
QLGR has entered into the SAA to acquire approximately 40.51% of the issued and paid-up share capital of Boilermech comprising an aggregate of 202,559 Boilermech Shares from the Vendors for a total cash consideration of RM29,168,496.00.
The Boilermech Shares acquired by QLGR are free from encumbrances and with all benefits, rights and entitlements accruing or attaching thereto as from the date of the SAA. Completion of the share acquisition shall take place within 10 days from the date of the SAA ("Completion Date"). Upon completion of the share acquisition, Boilermech will become an associates company of QL.
The Purchase Consideration is to be deposited in full to the Vendors' Solicitors as stakeholder on the Completion Date.
3.2 Basis of Arriving at the Purchase Consideration for the acquisition
The Purchase Consideration for the acquisition was arrived at based on a "willing buyer-willing seller" basis, taking into consideration amongst other factors, the valuation of the Company based on the profit after tax as at financial year ended 30 April 2010 of approximately RM12.34 million and a P/E multiple of approximately 5.85 times as well as its prospects disclosed in Section 5 below.
3.3 Source of Funding
The Purchase Consideration for the acquisition was funded by internally generated funds of QL.
3.4 Liabilities to be assumed
Save as stated below, there are no liabilities, including contingent liabilities and/or guarantees, to be assumed by QLGR arising from the acquisition.
QLGR agrees to provide guarantee on a proportionate and several basis in favour of the Company's financiers (if necessary) to replace Mr Foong Peng Foo, the Vendor who shall cease to be shareholder and director of the Company upon completion of the sale and purchase of the Boilermech Shares, within twelve (12) months from the Completion Date, and provided there is no breach of any representations, warranties, undertakings and/or covenants herein on the part of the said Vendor.
4. RATIONALE FOR THE ACQUISITION
QL identifies the biomass renewable energy sector as one of the major growth areas for agriculture and renewable energy in Southeast Asia, where it produces abundant, sustainable agricultural and forestry biomass energy resources. Boilermech is one of the leading biomass boiler manufacturers in Malaysia and has a market presence in Indonesia and other palm producing countries such as Thailand, Myanmar, Ivory Coast and Cambodia. QL's investment is targeted to capture the growth opportunities in the palm oil industry, the agricultural processing sector and the biomass renewable energy sector in Southeast Asia and other palm producing countries.
Investment in Boilermech also complements QL's strategy to expand its biomass renewable energy business. Further to the development of its first zero-waste palm oil mill renewable energy project, QL, through its investment in Boilermech, acquires technology and know-how in agricultural biomass power and heat generation. The association and investment enables QL to offer wider range of biomass energy solutions to satisfy different applications needs in different industries and countries. The investment could bring synergy in origination, design and engineering, management and fabrication of biomass energy projects between QL and Boilermech.
5. PROSPECTS
Biomass boilers are general industrial and power generation machineries used to generate steam using biomass fuel. In the palm oil industry, biomass boilers are used exclusively for power generation and sterilization of fresh fruit bunches. Other agricultural processing and basic industries such as latex-based, paper and pulp, wood-based processing, sugar and rice processing industries that requires steam and power generation, are also major users of biomass boilers.
With the high cost and shortage of fossil fuel and the trend of subsidy removal in countries such as Malaysia, there is increasing demand for biomass boilers for other basic industrial uses. Finally, biomass boilers are also important building blocks for independent power plants ("IPPs") generating renewable energy using biomass. In recent years, the trend of climate change increases demand for biomass power and heat generation globally. Renewable energy IPP is also an emerging end-user segment for biomass boilers in Southeast Asia. Overall, the growth of the biomass boiler business depends on the growth of the palm oil industry, Southeast Asia's agricultural and basic industry as well as the growth in biomass IPP industry.
Palm oil industry
Global palm oil production is expected to grow from 43 million metric tonne ("MT") in 2008 to 94 million MT in 2020. Malaysia's production is expected to grow modestly from 17.3 million MT in 2008 to 27.8 million MT in 2020. Indonesia's production is expected to grow rapidly from 19.2 million MT in 2008 to 55.3 million MT in 2020. The overall industry is expected to grow 8% per annum between 2010 and 2020. The growth in global oil consumption and its supply, especially in Indonesia, is expected to become a significant source of growth for the biomass boiler industry.
Agricultural processing and basic industries
Malaysia's agricultural processing and basic industries have been benefiting from the country's fossil fuel resources and subsidies. However, with the increasing shortage of fossil fuel resources and trend to remove fossil fuel subsidies, industrial energy users are increasingly switching their energy fuel from natural gas/petroleum into biomass. This becomes an emerging driver for biomass boiler adoption within Malaysia's industrial sector. Similarly, in Thailand and Indonesia, who are net importers of petroleum/natural gas and suffering from under-developed energy infrastructure, the use of biomass fuel for industrial power and steam generation is increasingly common. The growth of the agricultural processing and basic industries in Southeast Asia will generate more opportunity for biomass boilers and contribute to its growth.
Renewable energy IPP sector
In the wake of the global challenge in climate change, Southeast Asian countries like Thailand and Philippines have introduced Renewable Energy Act and subsidies to accelerate the adoption of renewable energy. With the tropical climate and rich agricultural production in Southeast Asia, agricultural biomass is targeted to be the largest contributor to the renewable energy generation in the region.
On the local front, the 10th Malaysian Plan issued in June 2010 emphasized on renewable energy development for the country between 2011 to 2015. The plan targets to increase the contribution of renewable energy from the current level of below 1% to 5.5% by 2015.
Overall, the regulations and policies are favourable for the development of renewable energy, especially in biomass IPP and would therefore create additional opportunities for market growth in biomass boilers.
With the growth prospect and profit track record of Boilermech, the company may also be a suitable candidate for listing on the local stock exchange in the near future.
6. RISK FACTORS
The following is a summary of the factors (which may not be exhaustive) which may have a significant impact on QL as a result of the acquisition:
6.1 Political, Economic and Regulatory Risks
The acquisition is subject to the general political, economic and regulatory policies which may change from time to time, and there can be no assurance that any change to such policies will not materially and adversely affect the rights or performance of QL with respect to its investment in Boilermech.
6.2 Investment Risk
There can be no assurance that Boilermech will be able to continue with its growth or profit-making track record, or that the anticipated benefits of the acquisition will be realised.
6.3 Dependence on the palm oil industry
Customers operating in the palm oil industry contributed substantially to Boilermech's total revenue. Its operations and financial performance will be adversely affected if there is a decline in the palm oil production activities due to factors hindering such activities such as decline in palm oil prices, adverse changes in the regulatory environment governing the industry or natural disasters. While Boilermech can diversify into servicing other end-user industries, there can be no assurance that any change in the palm oil industry will not have a material adverse effect on its operations and financial performance.
6.4 Dependence on Boilermech's management team or any failure to attract similarly qualified personnel in the future
As QL does not have prior experience in the boiler manufacturing industry, the continued and future success of Boilermech is therefore dependent to a significant extent on the performance and execution of the founding management and technical team.
QL together with the founding team of Boilermech will strive to continue attracting and retaining key management personnel, who are essential to successfully support Boilermech's operations.
7. EFFECTS OF THE ACQUISITION
The acquisition is not expected to have any material effect on the share capital, substantial shareholders' shareholdings, net assets per share, gearing and earnings per share of QL for the financial year ending 31 March 2011.
8. APPROVAL REQUIRED AND THE APPLICATION TO THE RELEVANT AUTHORITIES
The acquisition is not subject to the approval of the shareholders or other relevant authorities. As such, no application will be required to be made to the relevant authorities.
9. DIRECTORS' AND/OR MAJOR SHAREHOLDERS' INTERESTS AND/OR PERSONS CONNECTED TO SUCH DIRECTORS AND MAJOR SHAREHOLDERS
None of the directors and/or major shareholders of QL and/or persons connected with such directors and/or major shareholders has any interest, direct or indirect, in the acquisition.
10. DIRECTORS' STATEMENT
After taking into consideration all aspects of the acquisition, the Board is of the opinion that the acquisition is in the best interest of the Company.
11. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
Barring any unforeseen circumstances, the acquisition is expected to be completed by end of October 2010.
12. HIGHEST PERCENTAGE RATIO PERSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
The highest percentage ratio applicable to the acquisition is 5.80% which is the value of the Purchase Consideration, compared with the net assets of QL Group based on the audited financial statements of QL Group for the financial year ended 31 March 2010.
13. DOCUMENTS AVAILABLE FOR INSPECTION
The SAA is available for inspection at the Registered Office of QL at No.16A, Jalan Astaka U8/83, Bukit Jelutong, 40150 Shah Alam, Selangor Darul Ehsan during normal business hours from Monday to Friday (except public holidays) for a period of 1 month from the date of announcement.
This announcement is dated 4 October 2010.
MAGNI - MAGNI-TECH INDUSTRIES BERHAD ("Magni") -NOTICE OF 13TH ANNUAL GENERAL MEETING
Announcement Type: General Announcement
Company Name: MAGNI-TECH INDUSTRIES BERHAD
Stock Name: MAGNI
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: MAGNI-TECH INDUSTRIES BERHAD ("Magni")
-NOTICE OF 13TH ANNUAL GENERAL MEETING
Contents: The Board of Directors of Magni is pleased to announce that the 13th Annual General Meeting of Magni will be held at Berjaya 1, 7th Floor, Berjaya Georgetown Hotel, 1-Stop Midlands Park Centre, Jalan Burmah, 10350 Penang on Wednesday, 27 October 2010 at 10.30 a.m.
Attached herewith the full text of the Notice of 13th Annual General Meeting of Magni which will be published in the News Straits Times on Tuesday, 05 October 2010.
This announcement is dated 04 October 2010.
Attachments: Magnitech - Notice of AGM Ad 2010 _051010_1st draft.pdf
Company Name: MAGNI-TECH INDUSTRIES BERHAD
Stock Name: MAGNI
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: MAGNI-TECH INDUSTRIES BERHAD ("Magni")
-NOTICE OF 13TH ANNUAL GENERAL MEETING
Contents: The Board of Directors of Magni is pleased to announce that the 13th Annual General Meeting of Magni will be held at Berjaya 1, 7th Floor, Berjaya Georgetown Hotel, 1-Stop Midlands Park Centre, Jalan Burmah, 10350 Penang on Wednesday, 27 October 2010 at 10.30 a.m.
Attached herewith the full text of the Notice of 13th Annual General Meeting of Magni which will be published in the News Straits Times on Tuesday, 05 October 2010.
This announcement is dated 04 October 2010.
Attachments: Magnitech - Notice of AGM Ad 2010 _051010_1st draft.pdf
MAGNI - First and Final Dividend
Announcement Type: Entitlements (Notice of Book Closure)
Company Name: MAGNI-TECH INDUSTRIES BERHAD
Stock Name: MAGNI
Date Announced: 04/10/2010
Announcement Detail:
EX-date: 03/11/2010
Entitlement date: 08/11/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and Final Dividend comprising tax exempt dividend of 3 sen per share and franked dividend of 6 sen per share less tax of 25%
Period of interest payment: to
Financial Year End: 30/04/2010
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: Plantation Agencies Sdn. Berhad of 3rd Floor, Standard Chartered Bank Chambers, Beach Street, 10300 Penang
(Tel : 04-2625333)
Payment date: 25/11/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 08/11/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.09
Company Name: MAGNI-TECH INDUSTRIES BERHAD
Stock Name: MAGNI
Date Announced: 04/10/2010
Announcement Detail:
EX-date: 03/11/2010
Entitlement date: 08/11/2010
Entitlement time: 04:00:00 PM
Entitlement subject: First and Final Dividend
Entitlement description: First and Final Dividend comprising tax exempt dividend of 3 sen per share and franked dividend of 6 sen per share less tax of 25%
Period of interest payment: to
Financial Year End: 30/04/2010
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: Plantation Agencies Sdn. Berhad of 3rd Floor, Standard Chartered Bank Chambers, Beach Street, 10300 Penang
(Tel : 04-2625333)
Payment date: 25/11/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 08/11/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.09
TIENWAH - General Announcement
Announcement Type: General Announcement
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Tien Wah Press Holdings Berhad ("TWPH")
Extraordinary General Meeting ("EGM") to approve:
- Proposed Increase in the Authorised Share Capital of TWPH from RM100,000,000 comprising 100,000,000 Ordinary Shares of RM1.00 each ("TWPH Shares") to RM200,000,000 comprising 200,000,000 TWPH Shares;
- Proposed Renounceable Rights Issue of up to 27,570,000 new TWPH Shares ("Rights Shares") on the basis of two (2) Rights Shares for every five (5) existing TWPH Shares;
- Proposed Amendments to the Memorandum and Articles of Association of TWPH; and
- Proposed Provision of Financial Assistance to Max Ease International Limited ("MEIL"), a 51% owned subsidiary of TWPH
Contents: The Board of Directors of TWPH is pleased to inform that the shareholders of TWPH have at the EGM held on 4 October 2010 approved the resolutions as prescribed in the notice convening the meeting contained in the Circular to Shareholders dated 7 September 2010.
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 04/10/2010
Announcement Detail:
Type: Announcement
Subject: Tien Wah Press Holdings Berhad ("TWPH")
Extraordinary General Meeting ("EGM") to approve:
- Proposed Increase in the Authorised Share Capital of TWPH from RM100,000,000 comprising 100,000,000 Ordinary Shares of RM1.00 each ("TWPH Shares") to RM200,000,000 comprising 200,000,000 TWPH Shares;
- Proposed Renounceable Rights Issue of up to 27,570,000 new TWPH Shares ("Rights Shares") on the basis of two (2) Rights Shares for every five (5) existing TWPH Shares;
- Proposed Amendments to the Memorandum and Articles of Association of TWPH; and
- Proposed Provision of Financial Assistance to Max Ease International Limited ("MEIL"), a 51% owned subsidiary of TWPH
Contents: The Board of Directors of TWPH is pleased to inform that the shareholders of TWPH have at the EGM held on 4 October 2010 approved the resolutions as prescribed in the notice convening the meeting contained in the Circular to Shareholders dated 7 September 2010.
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