TDM - TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Announcement Type: Listing Circular
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 21/10/2010
Announcement Detail:
Subject: TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 79,000 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 21/10/2010
Announcement Detail:
Subject: TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 79,000 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
KLK - General Announcement
Announcement Type: General Announcement
Company Name: KUALA LUMPUR KEPONG BERHAD
Stock Name: KLK
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: KUALA LUMPUR KEPONG BERHAD ("KLK" or "the Company")
PROPOSED ACQUISITION OF A SUBSIDIARY : PT. BUMI MAKMUR SEJAHTERA JAYA
Contents: Introduction
Pursuant to paragraphs 9.19(23) and 10.05(2) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, we wish to advise that KLK, via its subsidiary KL-Kepong Plantation Holdings Sdn Bhd ("KLKPH"), has on 21 October 2010 entered into agreements to acquire 95% of the issued and paid-up share capital of PT. Bumi Makmur Sejahtera Jaya ("PT BMS") consisting of 570 ordinary shares of Rupiah One Million (Rp1,000,000/-) each ("the Sale Shares"). The total cash purchase consideration for the Sale Shares is Rp. 25,467,600,000/- (or RM8,830,000/- based on the exchange rate of RM1=Rp2,884) .
Through 2 conditional agreements ("the SPAs"), KLKPH will acquire a 94% equity stake in PT BMS from Tjong Hasan Agus Salim and another 1% from Tjhang Ardy Fadrinata respectively. The Proposed Acquisition will result in PT BMS becoming a subsidiary of KLK.
Details of the Proposed Acquisition
PT BMS is a limited liability company incorporated in the Republic of Indonesia and has an issued and fully paid-up share capital of Rp600,000,000 comprising 600 ordinary shares of Rp1,000,000/- each.
PT BMS currently holds 2 Certificates of Izin Lokasi for land measuring approximately 2,336.62 hectares located in Desa Mentawak and Desa Air Kelik, Kecamatan Kepala Kampit, Belitung Timur, Republic of Indonesia and land measuring approximately 4,840 hectares located in Desa Lilangan, Desa Limbongan, Desa Jangkar Asam and Desa Gantung, Kecamatan Gantung, Belitung Timur, Republic of Indonesia (collectively, "the Land") which it intends to develop into oil palm plantations in due course. The Land is adjacent to KLK Group's existing plantations in Belitung.
The total purchase consideration for the Sale Shares was arrived at on a willing-buyer, willing-seller basis. The purchase consideration will be financed by KLK's internally generated funds.
Conditions Precedent to the Proposed Acquisition
The Proposed Acquisition is subject to the fulfilment of certain conditions precedent, inter alia, the approval of Bank Negara Malaysia for the remittance of purchase consideration, the approval of the Indonesian Investment Co-ordinating Board (BKPM) for the conversion of PT BMS into a foreign investment company, the approval of the Department of Plantation, the completion of a High Conservation Value (HCV) study on the Land, and the conduct of a legal and financial due diligence to KLKPH's satisfaction.
Estimated Time Frame for Completion
The Proposed Acquisition is expected to be completed in the 1st quarter of calendar year 2012 subject to the fulfilment of all conditions precedent stated in the SPAs.
Effects of the Proposed Acquisition
The Proposed Acquisition will not have any effect on the share capital and shareholding structure of KLK. Further, the Proposed Acquisition will not have any effect on the net assets, earnings and gearing of the KLK Group for the current financial year ending 30 September 2011.
Rationale for the Proposed Acquisition
The Proposed Acquisition is in line with KLK's strategy to further increase KLK Group's oil palm plantation area in Indonesia.
Directors' and Substantial Shareholders' Interest
None of the Directors or substantial shareholders of KLK or any persons connected to the Directors and substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition
Company Name: KUALA LUMPUR KEPONG BERHAD
Stock Name: KLK
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: KUALA LUMPUR KEPONG BERHAD ("KLK" or "the Company")
PROPOSED ACQUISITION OF A SUBSIDIARY : PT. BUMI MAKMUR SEJAHTERA JAYA
Contents: Introduction
Pursuant to paragraphs 9.19(23) and 10.05(2) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, we wish to advise that KLK, via its subsidiary KL-Kepong Plantation Holdings Sdn Bhd ("KLKPH"), has on 21 October 2010 entered into agreements to acquire 95% of the issued and paid-up share capital of PT. Bumi Makmur Sejahtera Jaya ("PT BMS") consisting of 570 ordinary shares of Rupiah One Million (Rp1,000,000/-) each ("the Sale Shares"). The total cash purchase consideration for the Sale Shares is Rp. 25,467,600,000/- (or RM8,830,000/- based on the exchange rate of RM1=Rp2,884) .
Through 2 conditional agreements ("the SPAs"), KLKPH will acquire a 94% equity stake in PT BMS from Tjong Hasan Agus Salim and another 1% from Tjhang Ardy Fadrinata respectively. The Proposed Acquisition will result in PT BMS becoming a subsidiary of KLK.
Details of the Proposed Acquisition
PT BMS is a limited liability company incorporated in the Republic of Indonesia and has an issued and fully paid-up share capital of Rp600,000,000 comprising 600 ordinary shares of Rp1,000,000/- each.
PT BMS currently holds 2 Certificates of Izin Lokasi for land measuring approximately 2,336.62 hectares located in Desa Mentawak and Desa Air Kelik, Kecamatan Kepala Kampit, Belitung Timur, Republic of Indonesia and land measuring approximately 4,840 hectares located in Desa Lilangan, Desa Limbongan, Desa Jangkar Asam and Desa Gantung, Kecamatan Gantung, Belitung Timur, Republic of Indonesia (collectively, "the Land") which it intends to develop into oil palm plantations in due course. The Land is adjacent to KLK Group's existing plantations in Belitung.
The total purchase consideration for the Sale Shares was arrived at on a willing-buyer, willing-seller basis. The purchase consideration will be financed by KLK's internally generated funds.
Conditions Precedent to the Proposed Acquisition
The Proposed Acquisition is subject to the fulfilment of certain conditions precedent, inter alia, the approval of Bank Negara Malaysia for the remittance of purchase consideration, the approval of the Indonesian Investment Co-ordinating Board (BKPM) for the conversion of PT BMS into a foreign investment company, the approval of the Department of Plantation, the completion of a High Conservation Value (HCV) study on the Land, and the conduct of a legal and financial due diligence to KLKPH's satisfaction.
Estimated Time Frame for Completion
The Proposed Acquisition is expected to be completed in the 1st quarter of calendar year 2012 subject to the fulfilment of all conditions precedent stated in the SPAs.
Effects of the Proposed Acquisition
The Proposed Acquisition will not have any effect on the share capital and shareholding structure of KLK. Further, the Proposed Acquisition will not have any effect on the net assets, earnings and gearing of the KLK Group for the current financial year ending 30 September 2011.
Rationale for the Proposed Acquisition
The Proposed Acquisition is in line with KLK's strategy to further increase KLK Group's oil palm plantation area in Indonesia.
Directors' and Substantial Shareholders' Interest
None of the Directors or substantial shareholders of KLK or any persons connected to the Directors and substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition
KLK - KUALA LUMPUR KEPONG BERHAD ("KLK" or "the Company") TERMINATION OF SALE AND PURCHASE AGREEMENT
Announcement Type: General Announcement
Company Name: KUALA LUMPUR KEPONG BERHAD
Stock Name: KLK
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: KUALA LUMPUR KEPONG BERHAD ("KLK" or "the Company")
TERMINATION OF SALE AND PURCHASE AGREEMENT
Contents: We refer to our announcement dated 14 July 2009 in relation to the proposed acquisition of 95% of the issued and paid-up share capital of PT. Bumi Makmur Sejahtera Jaya ("PT BMS") by our subsidiary, PT. Steelindo Wahana Perkasa ("SWP").
Pursuant to paragraph 9.19(47)(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of KLK wishes to announce that SWP and Tjong Hasan Agus Salim and Tjhang Ardy Fadrinata (collectively, "Vendors"), have on 21 October 2010 mutually agreed to terminate the 2 conditional agreements in respect of the acquisition of 94% and 1% equity stakes in PT BMS respectively ("S&Ps") with immediate effect ("Termination"). Upon termination of the S&Ps, the Vendors shall refund to SWP all payments made in connection with the S&Ps and neither party shall have any claim against each other.
The rationale for the Termination is in order for KLK to streamline the Group's investments in Indonesian plantations under a Malaysian subsidiary, KL-Kepong Plantation Holdings Sdn Bhd ("KLKPH"). PT BMS had also procured an Izin Lokasi for additional land located in Belitung Timur, Republic of Indonesia after the date of the S&Ps, which would require the terms of the S&Ps to be varied. Hence, KLKPH has entered into fresh agreements with the Vendors (in place of SWP) to acquire the 95% equity stake in PT BMS simultaneously with this Termination.
The Termination will not have any impact on the earnings and net assets of KLK Group for the current financial year ending 30 September 2011
Company Name: KUALA LUMPUR KEPONG BERHAD
Stock Name: KLK
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: KUALA LUMPUR KEPONG BERHAD ("KLK" or "the Company")
TERMINATION OF SALE AND PURCHASE AGREEMENT
Contents: We refer to our announcement dated 14 July 2009 in relation to the proposed acquisition of 95% of the issued and paid-up share capital of PT. Bumi Makmur Sejahtera Jaya ("PT BMS") by our subsidiary, PT. Steelindo Wahana Perkasa ("SWP").
Pursuant to paragraph 9.19(47)(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of KLK wishes to announce that SWP and Tjong Hasan Agus Salim and Tjhang Ardy Fadrinata (collectively, "Vendors"), have on 21 October 2010 mutually agreed to terminate the 2 conditional agreements in respect of the acquisition of 94% and 1% equity stakes in PT BMS respectively ("S&Ps") with immediate effect ("Termination"). Upon termination of the S&Ps, the Vendors shall refund to SWP all payments made in connection with the S&Ps and neither party shall have any claim against each other.
The rationale for the Termination is in order for KLK to streamline the Group's investments in Indonesian plantations under a Malaysian subsidiary, KL-Kepong Plantation Holdings Sdn Bhd ("KLKPH"). PT BMS had also procured an Izin Lokasi for additional land located in Belitung Timur, Republic of Indonesia after the date of the S&Ps, which would require the terms of the S&Ps to be varied. Hence, KLKPH has entered into fresh agreements with the Vendors (in place of SWP) to acquire the 95% equity stake in PT BMS simultaneously with this Termination.
The Termination will not have any impact on the earnings and net assets of KLK Group for the current financial year ending 30 September 2011
MFCB - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: MEGA FIRST CORPORATION BERHAD
Stock Name: MFCB
Date Announced: 21/10/2010
Announcement Detail:
Date of buy back: 21/10/2010
Description of shares purchased: Ordinary shares of MYR1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 25,000
Minimum price paid for each share purchased ($$): 1.760
Maximum price paid for each share purchased ($$): 1.770
Total consideration paid ($$): 44,422.83
Number of shares purchased retained in treasury (units): 25,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 13,087,400
Adjusted issued capital after cancellation (no. of shares) (units): 242,205,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 5.40
Remarks: This announcement is dated 21 October 2010.
Company Name: MEGA FIRST CORPORATION BERHAD
Stock Name: MFCB
Date Announced: 21/10/2010
Announcement Detail:
Date of buy back: 21/10/2010
Description of shares purchased: Ordinary shares of MYR1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 25,000
Minimum price paid for each share purchased ($$): 1.760
Maximum price paid for each share purchased ($$): 1.770
Total consideration paid ($$): 44,422.83
Number of shares purchased retained in treasury (units): 25,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 13,087,400
Adjusted issued capital after cancellation (no. of shares) (units): 242,205,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 5.40
Remarks: This announcement is dated 21 October 2010.
E&O - E&O-EMPLOYEES SHARE OPTION SCHEME ("SCHEME")
Announcement Type: Listing Circular
Company Name: EASTERN & ORIENTAL BERHAD
Stock Name: E&O
Date Announced: 21/10/2010
Announcement Detail:
Subject: E&O-EMPLOYEES SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 5,000 new stock units of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
Company Name: EASTERN & ORIENTAL BERHAD
Stock Name: E&O
Date Announced: 21/10/2010
Announcement Detail:
Subject: E&O-EMPLOYEES SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 5,000 new stock units of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
EDARAN - PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
Announcement Type: General Announcement
Company Name: EDARAN BERHAD
Stock Name: EDARAN
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
Contents: The Board of Directors of Edaran Berhad wishes to announce its intention to seek the shareholders' approval on the Proposed Renewal of Authority for Share Buy-Back at an Extraordinary General Meeting of the Company to be convened at a date which will be announced later.
A Circular containing the details of the Proposal will be sent to all shareholders of the Company in due course.
Company Name: EDARAN BERHAD
Stock Name: EDARAN
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY-BACK
Contents: The Board of Directors of Edaran Berhad wishes to announce its intention to seek the shareholders' approval on the Proposed Renewal of Authority for Share Buy-Back at an Extraordinary General Meeting of the Company to be convened at a date which will be announced later.
A Circular containing the details of the Proposal will be sent to all shareholders of the Company in due course.
EDARAN - PROPOSED FIRST AND FINAL TAX EXEMPT DIVIDEND OF 0.78% FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Announcement Type: General Announcement
Company Name: EDARAN BERHAD
Stock Name: EDARAN
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED FIRST AND FINAL TAX EXEMPT DIVIDEND OF 0.78% FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Contents: The Board of Directors of Edaran Berhad is pleased to announce that it is recommending for a First and Final Tax Exempt Dividend of 0.78% per share for the financial year ended 30 June 2010.
The payment of the said Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting, which will be convened at a date to be announced later.
Company Name: EDARAN BERHAD
Stock Name: EDARAN
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED FIRST AND FINAL TAX EXEMPT DIVIDEND OF 0.78% FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Contents: The Board of Directors of Edaran Berhad is pleased to announce that it is recommending for a First and Final Tax Exempt Dividend of 0.78% per share for the financial year ended 30 June 2010.
The payment of the said Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting, which will be convened at a date to be announced later.
TRC - Listing Circular
Announcement Type: Listing Circular
Company Name: TRC SYNERGY BERHAD
Stock Name: TRC
Date Announced: 21/10/2010
Announcement Detail:
Subject: TRC-CONVERSION OF RM16,500 NOMINAL AMOUNT OF 5% 5 YEAR IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2007/2012 ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 19,800 new ordinary shares of RM1.00 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
Company Name: TRC SYNERGY BERHAD
Stock Name: TRC
Date Announced: 21/10/2010
Announcement Detail:
Subject: TRC-CONVERSION OF RM16,500 NOMINAL AMOUNT OF 5% 5 YEAR IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2007/2012 ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 19,800 new ordinary shares of RM1.00 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
IJMLAND - IJMLAND-EXERCISE OF 63,000 WARRANTS 2008/2013 ("EXERCISE")
Announcement Type: Listing Circular
Company Name: IJM LAND BERHAD
Stock Name: IJMLAND
Date Announced: 21/10/2010
Announcement Detail:
Subject: IJMLAND-EXERCISE OF 63,000 WARRANTS 2008/2013 ("EXERCISE")
Contents: Kindly be advised that the abovementioned Company's additional 63,000 new ordinary shares of RM1.00 each arising from the aforesaid Exercise will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
Company Name: IJM LAND BERHAD
Stock Name: IJMLAND
Date Announced: 21/10/2010
Announcement Detail:
Subject: IJMLAND-EXERCISE OF 63,000 WARRANTS 2008/2013 ("EXERCISE")
Contents: Kindly be advised that the abovementioned Company's additional 63,000 new ordinary shares of RM1.00 each arising from the aforesaid Exercise will be granted listing and quotation with effect from 9.00 a.m., Monday, 25 October 2010.
QL - General Announcement
Announcement Type: General Announcement
Company Name: QL RESOURCES BERHAD
Stock Name: QL
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: SHARE SWAP INVOLVING THE EXCHANGE OF QL GREEN RESOURCES SDN BHD'S (FORMERLY KNOWN AS TONG HER MARINE PRODUCTS SDN BHD) ENTIRE EQUITY INTEREST IN BOILERMECH SDN BHD FOR NEW ORDINARY SHARES OF RM0.10 EACH IN BOILERMECH HOLDINGS BERHAD
Contents: INTRODUCTION
Pursuant to the announcements made on 4 October 2010 and 6 October 2010, the Board of Directors of QL Resources Berhad ("QL" or "Company") wishes to announce that its wholly owned subsidiary, QL Green Resources Sdn Bhd (formerly known as Tong Her Marine Products Sdn Bhd) ("QLGR") had on 21 October 2010 entered into a Share Sale and Purchase Agreement ("SSPA") with Boilermech Holdings Berhad ("BHB") to swap its entire 40.51% equity interest in BSB comprising 202,559 ordinary shares of RM1.00 each in Boilermech Sdn Bhd ("BSB") for a proportionate 40.51% equity stake comprising 90,381,818 new ordinary shares of RM0.10 each in BHB, a newly incorporated company.
As a result of the Share Swap, BSB will become a wholly owned subsidiary of BHB and QLGR's interest in BSB will be held indirectly via BHB.
INFORMATION ON BHB
BHB was incorporated in Malaysia on 8 April 2010 under the Companies Act, 1965. It was converted from a private limited company to a public company on 14 May 2010. BHB is an investment holding company incorporated to facilitate the listing of BSB. The authorized share capital of BHB is RM50,000,000 comprising of 500,000,000 ordinary shares of RM0.10 each ("BHB Shares"). The issued and paid up share capital is RM2 comprising 20 BHB Shares.
DETAILS OF THE SHARE SWAP
The share swap entails the issuance of 223,099,980 new BHB Shares to all the shareholders of BSB on a proportionate basis. The basis for the share swap was arrived at after taking into consideration the net assets of BSB as at 31 August 2010 of approximately RM22.31 million.
As a result of the Share Swap, QLGR will hold a 40.51% direct stake in BHB comprising 90,381,818 BHB Shares. BHB has proposed to undertake an Initial Public Offering exercise which will involve the listing of and quotation for BHB's enlarged issued and paid-up capital on the ACE Market of Bursa Malaysia Securities Berhad ("Proposed Listing").
The Proposed Listing is not subject to the approval of the shareholders of QL as BSB is only an associate company of QLGR.
RATIONALE FOR THE SHARE SWAP
The Share Swap is an internal reorganization and restructuring scheme undertaken by BHB and the shareholders of BSB in order to facilitate the Proposed Listing. As a result of the Share Swap, BSB will become a wholly owned subsidiary company of BHB and QLGR's interest in BSB will be held indirectly via BHB. The Proposed Listing of BHB will enable BHB to tap the equity capital market and raise funds for future expansion and growth.
EFFECTS OF THE SHARE SWAP
The Share Swap 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.
APPROVAL REQUIRED AND THE APPLICATION TO THE RELEVANT AUTHORITIES
The Share Swap is not subject to the approval of shareholders of QL or other relevant authorities. BHB will submit the relevant applications to the regulatory authorities in relation to the Proposed Listing in due course.
DIRECTORS' AND/OR MAJOR SHAREHOLDERS INTEREST 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 Share Swap.
DIRECTORS STATEMENT
After taking into consideration all aspects of the Share Swap, the Board is of the opinion it is in the best interest of the Company.
TIME FRAME FOR COMPLETION OF THE SHARE SWAP
The Share Swap has completed today.
This announcement is dated 21 October 2010.
Company Name: QL RESOURCES BERHAD
Stock Name: QL
Date Announced: 21/10/2010
Announcement Detail:
Type: Announcement
Subject: SHARE SWAP INVOLVING THE EXCHANGE OF QL GREEN RESOURCES SDN BHD'S (FORMERLY KNOWN AS TONG HER MARINE PRODUCTS SDN BHD) ENTIRE EQUITY INTEREST IN BOILERMECH SDN BHD FOR NEW ORDINARY SHARES OF RM0.10 EACH IN BOILERMECH HOLDINGS BERHAD
Contents: INTRODUCTION
Pursuant to the announcements made on 4 October 2010 and 6 October 2010, the Board of Directors of QL Resources Berhad ("QL" or "Company") wishes to announce that its wholly owned subsidiary, QL Green Resources Sdn Bhd (formerly known as Tong Her Marine Products Sdn Bhd) ("QLGR") had on 21 October 2010 entered into a Share Sale and Purchase Agreement ("SSPA") with Boilermech Holdings Berhad ("BHB") to swap its entire 40.51% equity interest in BSB comprising 202,559 ordinary shares of RM1.00 each in Boilermech Sdn Bhd ("BSB") for a proportionate 40.51% equity stake comprising 90,381,818 new ordinary shares of RM0.10 each in BHB, a newly incorporated company.
As a result of the Share Swap, BSB will become a wholly owned subsidiary of BHB and QLGR's interest in BSB will be held indirectly via BHB.
INFORMATION ON BHB
BHB was incorporated in Malaysia on 8 April 2010 under the Companies Act, 1965. It was converted from a private limited company to a public company on 14 May 2010. BHB is an investment holding company incorporated to facilitate the listing of BSB. The authorized share capital of BHB is RM50,000,000 comprising of 500,000,000 ordinary shares of RM0.10 each ("BHB Shares"). The issued and paid up share capital is RM2 comprising 20 BHB Shares.
DETAILS OF THE SHARE SWAP
The share swap entails the issuance of 223,099,980 new BHB Shares to all the shareholders of BSB on a proportionate basis. The basis for the share swap was arrived at after taking into consideration the net assets of BSB as at 31 August 2010 of approximately RM22.31 million.
As a result of the Share Swap, QLGR will hold a 40.51% direct stake in BHB comprising 90,381,818 BHB Shares. BHB has proposed to undertake an Initial Public Offering exercise which will involve the listing of and quotation for BHB's enlarged issued and paid-up capital on the ACE Market of Bursa Malaysia Securities Berhad ("Proposed Listing").
The Proposed Listing is not subject to the approval of the shareholders of QL as BSB is only an associate company of QLGR.
RATIONALE FOR THE SHARE SWAP
The Share Swap is an internal reorganization and restructuring scheme undertaken by BHB and the shareholders of BSB in order to facilitate the Proposed Listing. As a result of the Share Swap, BSB will become a wholly owned subsidiary company of BHB and QLGR's interest in BSB will be held indirectly via BHB. The Proposed Listing of BHB will enable BHB to tap the equity capital market and raise funds for future expansion and growth.
EFFECTS OF THE SHARE SWAP
The Share Swap 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.
APPROVAL REQUIRED AND THE APPLICATION TO THE RELEVANT AUTHORITIES
The Share Swap is not subject to the approval of shareholders of QL or other relevant authorities. BHB will submit the relevant applications to the regulatory authorities in relation to the Proposed Listing in due course.
DIRECTORS' AND/OR MAJOR SHAREHOLDERS INTEREST 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 Share Swap.
DIRECTORS STATEMENT
After taking into consideration all aspects of the Share Swap, the Board is of the opinion it is in the best interest of the Company.
TIME FRAME FOR COMPLETION OF THE SHARE SWAP
The Share Swap has completed today.
This announcement is dated 21 October 2010.
No comments:
Post a Comment