VINTAGE - VTI VINTAGE BERHAD ("VVB" OR "COMPANY") - Application for Extension of Restraining Order
Announcement Type: General Announcement
Company Name: VTI VINTAGE BERHAD
Stock Name: VINTAGE
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: VTI VINTAGE BERHAD ("VVB" OR "COMPANY")
- Application for Extension of Restraining Order
Contents: Reference is made to the Company's announcement dated 27 July 2009, 28 July 2009, 23 November 2009, 4 March 2010 and 11 May 2010 respectively.
The Board of Directors of VVB wishes to announce that the application for the extension of the Restraining Order ("RO") has been dismissed by the Court in the hearing held on 8 November 2010. However, the Company has instructed the solicitors to file a fresh application to the Court for the said RO and any updates or further details will be announced in due course.
This announcement is dated 10 November 2010.
Company Name: VTI VINTAGE BERHAD
Stock Name: VINTAGE
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: VTI VINTAGE BERHAD ("VVB" OR "COMPANY")
- Application for Extension of Restraining Order
Contents: Reference is made to the Company's announcement dated 27 July 2009, 28 July 2009, 23 November 2009, 4 March 2010 and 11 May 2010 respectively.
The Board of Directors of VVB wishes to announce that the application for the extension of the Restraining Order ("RO") has been dismissed by the Court in the hearing held on 8 November 2010. However, the Company has instructed the solicitors to file a fresh application to the Court for the said RO and any updates or further details will be announced in due course.
This announcement is dated 10 November 2010.
GUNUNG - Quarterly rpt on consolidated results for the financial period ended 30/9/2010
Announcement Type: Financial Results
Company Name: GUNUNG CAPITAL BERHAD
Stock Name: GUNUNG
Date Announced: 10/11/2010
Announcement Detail:
Financial Year End: 31/12/2010
Quarter: 3
Quarterly report for the financial period ended: 30/09/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
Company Name: GUNUNG CAPITAL BERHAD
Stock Name: GUNUNG
Date Announced: 10/11/2010
Announcement Detail:
Financial Year End: 31/12/2010
Quarter: 3
Quarterly report for the financial period ended: 30/09/2010
The figures: have not been audited
Currency: Malaysian Ringgit (MYR)
LOH&LOH - General Announcement
Announcement Type: General Announcement
Company Name: LOH & LOH CORPORATION BERHAD
Stock Name: LOH&LOH
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: LOH & LOH CORPORATION BERHAD ("LLCB")
- UNCONDITIONAL TAKE-OVER OFFER BY JAVACE SDN BHD ("JSB" OR THE "OFFEROR") AND SHEIKH TAREK ESSAM AHMAD OBAID ("ULTIMATE OFFEROR") THROUGH AMINVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN LOH & LOH CORPORATION BERHAD ("LLCB") ("LLCB SHARES") NOT ALREADY OWNED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT ("OFFER SHARES"), FOR A CASH CONSIDERATION OF RM4.85 PER LLCB SHARE ("OFFER")
- WITHDRAWAL OF THE LISTING STATUS FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD
Contents: We act for and on behalf of LLCB.
We refer to our earlier announcements in relation to the Offer.
The Board of LLCB wishes to announce that LLCB has today received the attached Press Notice from AmInvestment Bank Berhad on behalf of the Offeror announcing that as at 5.00 p.m. (Malaysian time) on 10 November 2010, the Offeror and parties acting in concert with it collectively hold 67,231,681 LLCB Shares representing approximately 98.87% of the listed shares of LLCB as a result of complete and valid acceptances received under the Offer. As stated in Section 4 of the Offer Document dated 20 October 2010, the Offeror does not intend to maintain the listing status of LLCB.
In accordance with paragraph 16.07 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Offeror will procure LLCB to make an application to Bursa Securities in due course to withdraw the listing of LLCB from the Official List of Bursa Securities.
JSB has, for the purpose of Section 222 of the Capital Markets & Services Act 2007 ("CMSA"), received acceptances of not less than nine-tenths (9/10) of the Offer Shares under the Offer. Accordingly, JSB will, within two (2) months from 3 November 2010, proceed to invoke Section 222 of the CMSA to compulsorily acquire any remaining Offer Shares for which acceptances have not been received under the Offer.
This announcement is dated 10 November 2010.
Attachments: LLCB-Press Release.pdf
Company Name: LOH & LOH CORPORATION BERHAD
Stock Name: LOH&LOH
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: LOH & LOH CORPORATION BERHAD ("LLCB")
- UNCONDITIONAL TAKE-OVER OFFER BY JAVACE SDN BHD ("JSB" OR THE "OFFEROR") AND SHEIKH TAREK ESSAM AHMAD OBAID ("ULTIMATE OFFEROR") THROUGH AMINVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN LOH & LOH CORPORATION BERHAD ("LLCB") ("LLCB SHARES") NOT ALREADY OWNED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT ("OFFER SHARES"), FOR A CASH CONSIDERATION OF RM4.85 PER LLCB SHARE ("OFFER")
- WITHDRAWAL OF THE LISTING STATUS FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD
Contents: We act for and on behalf of LLCB.
We refer to our earlier announcements in relation to the Offer.
The Board of LLCB wishes to announce that LLCB has today received the attached Press Notice from AmInvestment Bank Berhad on behalf of the Offeror announcing that as at 5.00 p.m. (Malaysian time) on 10 November 2010, the Offeror and parties acting in concert with it collectively hold 67,231,681 LLCB Shares representing approximately 98.87% of the listed shares of LLCB as a result of complete and valid acceptances received under the Offer. As stated in Section 4 of the Offer Document dated 20 October 2010, the Offeror does not intend to maintain the listing status of LLCB.
In accordance with paragraph 16.07 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), the Offeror will procure LLCB to make an application to Bursa Securities in due course to withdraw the listing of LLCB from the Official List of Bursa Securities.
JSB has, for the purpose of Section 222 of the Capital Markets & Services Act 2007 ("CMSA"), received acceptances of not less than nine-tenths (9/10) of the Offer Shares under the Offer. Accordingly, JSB will, within two (2) months from 3 November 2010, proceed to invoke Section 222 of the CMSA to compulsorily acquire any remaining Offer Shares for which acceptances have not been received under the Offer.
This announcement is dated 10 November 2010.
Attachments: LLCB-Press Release.pdf
PRKCORP - EXTRAORDINARY GENERAL MEETING OF LUMUT MARITIME TERMINAL SDN BHD
Announcement Type: General Announcement
Company Name: PERAK CORPORATION BERHAD
Stock Name: PRKCORP
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: EXTRAORDINARY GENERAL MEETING OF LUMUT MARITIME TERMINAL SDN BHD
Contents: We refer to our announcements made on 29 October 2010 and 3 November 2010 in relation to the Termination. For consistency purposes, all the abbreviations used in this announcement shall have the same meanings as those provided in the earlier announcement dated 29 October 2010.
On behalf of Perak Corporation Berhad, we wish to inform that the Extraordinary General Meeting ("EGM") of Lumut Maritime Terminal Sdn Bhd ("LMT"), requisitioned by Pelabuhan Lumut Sdn Bhd ("PLSB"), was convened on 10 November 2010.
The Company's wholly owned subsidiary, Taipan Merit Sdn Bhd, being the only other shareholder of LMT besides PLSB was not present during the EGM. As no quorum was present, the EGM was dissolved.
For further reference, we wish to refer to the related announcements made by Integrax Berhad via Bursa Link.
This announcement is dated 10 November 2010.
Copy to:
Securities Commission
No. 3, Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur
(Attention: Mr Eugene Wong Weng Soon)
Company Name: PERAK CORPORATION BERHAD
Stock Name: PRKCORP
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: EXTRAORDINARY GENERAL MEETING OF LUMUT MARITIME TERMINAL SDN BHD
Contents: We refer to our announcements made on 29 October 2010 and 3 November 2010 in relation to the Termination. For consistency purposes, all the abbreviations used in this announcement shall have the same meanings as those provided in the earlier announcement dated 29 October 2010.
On behalf of Perak Corporation Berhad, we wish to inform that the Extraordinary General Meeting ("EGM") of Lumut Maritime Terminal Sdn Bhd ("LMT"), requisitioned by Pelabuhan Lumut Sdn Bhd ("PLSB"), was convened on 10 November 2010.
The Company's wholly owned subsidiary, Taipan Merit Sdn Bhd, being the only other shareholder of LMT besides PLSB was not present during the EGM. As no quorum was present, the EGM was dissolved.
For further reference, we wish to refer to the related announcements made by Integrax Berhad via Bursa Link.
This announcement is dated 10 November 2010.
Copy to:
Securities Commission
No. 3, Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur
(Attention: Mr Eugene Wong Weng Soon)
KYM - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: MIMB INVESTMENT BANK BERHAD
Company Name: KYM HOLDINGS BERHAD
Stock Name: KYM
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: KYM HOLDINGS BHD. ("KYM" OR THE "COMPANY")
PROPOSED ACQUISITION BY POLYPULP ENTERPRISES SDN BHD ("POLYPULP"), A WHOLLY OWNED SUBSIDIARY OF KYM, OF 50,000 ORDINARY SHARES OF RM1.00 EACH IN TEGAS CONSOLIDATED SDN BHD ("TEGAS") REPRESENTING 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF TEGAS NOT ALREADY HELD BY POLYPULP FROM DATO' AYOUB BIN ISMAIL AND DATIN MIRIAM NAZLEE BT TAN SRI A. B. SAMAD FOR A PURCHASE CONSIDERATION OF RM3,000,000 ("PROPOSED ACQUISITION")
Contents: Further to the announcement dated 23 September 2010, MIMB Investment Bank Berhad, on behalf of the Board of Directors of KYM, is pleased to announce that the listing application and draft circular to the shareholders of KYM in relation to the Proposed Acquisition have been submitted to Bursa Malaysia Securities Berhad today.
This announcement is dated 10 November 2010.
Submitting Merchant Bank: MIMB INVESTMENT BANK BERHAD
Company Name: KYM HOLDINGS BERHAD
Stock Name: KYM
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: KYM HOLDINGS BHD. ("KYM" OR THE "COMPANY")
PROPOSED ACQUISITION BY POLYPULP ENTERPRISES SDN BHD ("POLYPULP"), A WHOLLY OWNED SUBSIDIARY OF KYM, OF 50,000 ORDINARY SHARES OF RM1.00 EACH IN TEGAS CONSOLIDATED SDN BHD ("TEGAS") REPRESENTING 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF TEGAS NOT ALREADY HELD BY POLYPULP FROM DATO' AYOUB BIN ISMAIL AND DATIN MIRIAM NAZLEE BT TAN SRI A. B. SAMAD FOR A PURCHASE CONSIDERATION OF RM3,000,000 ("PROPOSED ACQUISITION")
Contents: Further to the announcement dated 23 September 2010, MIMB Investment Bank Berhad, on behalf of the Board of Directors of KYM, is pleased to announce that the listing application and draft circular to the shareholders of KYM in relation to the Proposed Acquisition have been submitted to Bursa Malaysia Securities Berhad today.
This announcement is dated 10 November 2010.
IREKA - IREKA - NOTICE OF BOOK CLOSURE
Announcement Type: Listing Circular
Company Name: IREKA CORPORATION BERHAD
Stock Name: IREKA
Date Announced: 10/11/2010
Announcement Detail:
Subject: IREKA - NOTICE OF BOOK CLOSURE
Contents: First and final single tier dividend of 5% (5 sen net per ordinary share) for the financial year ended 31 March 2010.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 23 November 2010 ]
2) The last date of lodgement : [ 25 November 2010 ]
3) Date Payable : [ 15 December 2010 ]
Company Name: IREKA CORPORATION BERHAD
Stock Name: IREKA
Date Announced: 10/11/2010
Announcement Detail:
Subject: IREKA - NOTICE OF BOOK CLOSURE
Contents: First and final single tier dividend of 5% (5 sen net per ordinary share) for the financial year ended 31 March 2010.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 23 November 2010 ]
2) The last date of lodgement : [ 25 November 2010 ]
3) Date Payable : [ 15 December 2010 ]
INTEGRA - Extraordinary General Meeting ["EGM"] of Lumut Maritime Sdn Bhd ["LMTSB"]
Announcement Type: General Announcement
Company Name: INTEGRAX BERHAD
Stock Name: INTEGRA
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: Extraordinary General Meeting ["EGM"] of Lumut Maritime Sdn Bhd ["LMTSB"]
Contents: The Company wishes to announce that the EGM of LMTSB, scheduled for today, could not proceed due to the non-attendance of any representative from Taipan Merit Sdn Bhd ["TMSB"], the holder of 50% plus 1 share of the total paid up and issued share capital of LMTSB, at the appointed time and place. The quorum for any general meetings of LMTSB are 2 members and with the absence of any representative from TMSB, the quorum was not met and the said EGM was not able to proceed.
The said EGM was requisitioned and convened pursuant to Section 144 of Companies Act 1965 by the Company's wholly owned subsidiary, Pelabuhan Lumut Sdn Bhd, which in turn holds 50% less 1 share of the total paid up and issued share capital of LMTSB.
Company Name: INTEGRAX BERHAD
Stock Name: INTEGRA
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: Extraordinary General Meeting ["EGM"] of Lumut Maritime Sdn Bhd ["LMTSB"]
Contents: The Company wishes to announce that the EGM of LMTSB, scheduled for today, could not proceed due to the non-attendance of any representative from Taipan Merit Sdn Bhd ["TMSB"], the holder of 50% plus 1 share of the total paid up and issued share capital of LMTSB, at the appointed time and place. The quorum for any general meetings of LMTSB are 2 members and with the absence of any representative from TMSB, the quorum was not met and the said EGM was not able to proceed.
The said EGM was requisitioned and convened pursuant to Section 144 of Companies Act 1965 by the Company's wholly owned subsidiary, Pelabuhan Lumut Sdn Bhd, which in turn holds 50% less 1 share of the total paid up and issued share capital of LMTSB.
INTEGRA - General Announcement
Announcement Type: General Announcement
Company Name: INTEGRAX BERHAD
Stock Name: INTEGRA
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: NOTICE OF TERMINATION OF SHAREHOLDERS AGREEMENT
- NOTICE TO ARBITRATE
- EXERCISE OF OPTION TO PURCHASE
Contents: We refer to our announcement dated 29 October 2010 in respect of the aforesaid matter and the Company wishes to inform that the Company had on 10 November 2010, through its solicitors, issued a Notice to Arbitrate to the solicitors acting for Taipan Merit Sdn Bhd. This notice is premised on inter alia the Company's disagreement to the unilateral termination by Taipan Merit Sdn Bhd of the Shareholders Agreement, between Taipan Merit Sdn Bhd and Pelabuhan Lumut Sdn Bhd the wholly owned subsidiary of the Company ["Shareholders Agreement"].
Further the Company had also issued a notice to exercise its option requiring Taipan Merit Sdn Bhd to transfer all its shares in Lumut Maritime Terminal Sdn Bhd to the Company within 30 days from the date of issuance of this notice. This option is exercised pursuant to the Company's rights under the Shareholders' Agreement.
The Company had yet to receive a response to both notices as of now.
This announcement is dated 10 November 2010.
Company Name: INTEGRAX BERHAD
Stock Name: INTEGRA
Date Announced: 10/11/2010
Announcement Detail:
Type: Announcement
Subject: NOTICE OF TERMINATION OF SHAREHOLDERS AGREEMENT
- NOTICE TO ARBITRATE
- EXERCISE OF OPTION TO PURCHASE
Contents: We refer to our announcement dated 29 October 2010 in respect of the aforesaid matter and the Company wishes to inform that the Company had on 10 November 2010, through its solicitors, issued a Notice to Arbitrate to the solicitors acting for Taipan Merit Sdn Bhd. This notice is premised on inter alia the Company's disagreement to the unilateral termination by Taipan Merit Sdn Bhd of the Shareholders Agreement, between Taipan Merit Sdn Bhd and Pelabuhan Lumut Sdn Bhd the wholly owned subsidiary of the Company ["Shareholders Agreement"].
Further the Company had also issued a notice to exercise its option requiring Taipan Merit Sdn Bhd to transfer all its shares in Lumut Maritime Terminal Sdn Bhd to the Company within 30 days from the date of issuance of this notice. This option is exercised pursuant to the Company's rights under the Shareholders' Agreement.
The Company had yet to receive a response to both notices as of now.
This announcement is dated 10 November 2010.
YOKO - General Announcement
Announcement Type: General Announcement
Company Name: YOKOHAMA INDUSTRIES BERHAD
Stock Name: YOKO
Date Announced: 10/11/2010
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: MN-101109-42304
Subject: Yokohama Industries Berhad (fka: Tai Kwong Yokohama Berhad)
- Reply to Query from Bursa Malaysia Berhad on Proposed Acquisition of the entire equity interest of Borid Energy Holdings Pte Ltd ("Borid"), by Yokohama Industries Berhad (fka: Tai Kwong Yokohama Berhad) for a total consideration of RM4,000,000
Contents: We refer to Bursa Malaysia Berhad's letter dated 9 November 2010 in respect of the above matter.
The Company wishes to provide the following additional information:-
1. Justification(s) for the purchase consideration
The Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the prospects, projected future earnings of BEM, the main operating company, and the total net liabilities of Borid, BEC and BTM.
The value of BEM based on discounted cash flows is between RM7mil to RM8mil, and the total net liabilities of Borid, BEC and BTM based on the latest audited accounts as at 31 December 2009, is approximately RM3mil.
2. Projected future earnings of Borid Energy (M) Sdn. Bhd. ("BEM")
The projected future earnings of BEM have been derived based on future earnings from battery charging services and the trading business.
BEM's projected future earnings from battery charging services takes into consideration the volume required to supplement the charging capacity required for Yokohama's monthly production. In addition, the trading business is expected to generate future earnings mainly from the sale of battery chargers for industrial and stationary batteries.
3. Material assumptions used for the discounted cash flow, including the discount rate and the present value of BEM
As mentioned above the range of values of BEM based on discounted cash flows is between RM7mil to RM8mil. The range of values was derived based on weighted average cost of capital of between 15% to 17% and after applying an illiquidity discount of 35% given that BEM is a non-listed entity.
4. Details of the Borid Energy Investment Holdings Pte Ltd ("Vendor ")
Board of Directors :Timothy Yong Wei Hsien
Jennie Hong Chok Hane
Shareholders : Hup Soon Global Corporation Limited
Shareholding : 100%
5. Contingent liabilities and guarantees to be assumed by Yokohama
There are no contingent liabilities and/or guarantees to be assumed by Yokohama arising from the Proposed Acquisition.
6. Estimated time frame for submission of the application to the relevant authorities
The Company is not aware of any application which is required to be submitted to any relevant authorities in connection to the Proposed Acquisition.
7. Statement by the board of directors
The Board of Directors of YOKOHAMA (with the exception of Mr Goh Swee Heng and Mr Yong Mian Thong who are deemed interested and have abstained from deliberation and voting at board resolution pertaining to the Proposed Acquisition) having considered all aspects of the Proposed Acquisition, are of the opinion the Proposed Acquisition is in the best interest of the Group.
8. Statement by the interested director and/or major shareholders
All the Interested Directors and the interested Major Shareholders as named in sections 11.1 and 11.2 have undertaken to ensure that the persons connected with them shall abstain from voting on the resolution approving the Proposed Acquisition at the forthcoming EGM.
9. Statement by the interested directors
The interested Directors as named in section 11.2 have abstained, and/or will continue to abstain from all board deliberations and voting in the board resolution pertaining to the Proposed Acquisition at the board meeting.
10. Highest Percentage Ratio
Pursuant to Paragraph 10.03(8) of the Listing requirements, the highest percentage ratio applicable to the Proposed Acquisition shall be based on the calculation of the aggregate value of the Consideration given in relation to the Proposed Acquisition, based on the Consideration stated in the SPA, compared with the net assets of YOKOHAMA amounting to 5.6%, instead of 6.57%.
This announcement is dated 10 November 2010.
Query Letter content: We refer to your Company's announcement dated 4 November 2010 in respect of the
aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1) Justification(s) for the purchase consideration.
2) To elaborate further on projected future earnings of Borid Energy (M) Sdn
Bhd ("BEM").
3) To state the material assumptions used for the discounted cash flow,
including the discount rate and the present value of BEM.
4) Details of the vendor (names of its directors and substantial shareholders
together with their respective shareholdings).
5) Any contingent liabilities and guarantees to be assumed by Yokohama.
6) Estimated time frame for submission of the application to the relevant
authorities.
7) A statement by the board of directors, excluding interested directors
stating whether the Proposed Acquisition is in the best interests of the listed
issuer.
8) A statement that such interested director and/or major shareholder has/have
undertaken that he/they will ensure that the persons connected with him/them
will abstain from voting on the resolution approving the Proposed Acquisition
at the general meeting.
9) A statement that the interested director has abstained and/or abstain from
deliberating and voting on the relevant resolution at the board meeting.
Page 2/-
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
SUZALINA HARUN
Head, Issuers
Listing Division
Regulation
WCY/LMN
copy to:- General Manager & Head, Market Surveillance Department, Securities
Commission (via fax)
Company Name: YOKOHAMA INDUSTRIES BERHAD
Stock Name: YOKO
Date Announced: 10/11/2010
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: MN-101109-42304
Subject: Yokohama Industries Berhad (fka: Tai Kwong Yokohama Berhad)
- Reply to Query from Bursa Malaysia Berhad on Proposed Acquisition of the entire equity interest of Borid Energy Holdings Pte Ltd ("Borid"), by Yokohama Industries Berhad (fka: Tai Kwong Yokohama Berhad) for a total consideration of RM4,000,000
Contents: We refer to Bursa Malaysia Berhad's letter dated 9 November 2010 in respect of the above matter.
The Company wishes to provide the following additional information:-
1. Justification(s) for the purchase consideration
The Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the prospects, projected future earnings of BEM, the main operating company, and the total net liabilities of Borid, BEC and BTM.
The value of BEM based on discounted cash flows is between RM7mil to RM8mil, and the total net liabilities of Borid, BEC and BTM based on the latest audited accounts as at 31 December 2009, is approximately RM3mil.
2. Projected future earnings of Borid Energy (M) Sdn. Bhd. ("BEM")
The projected future earnings of BEM have been derived based on future earnings from battery charging services and the trading business.
BEM's projected future earnings from battery charging services takes into consideration the volume required to supplement the charging capacity required for Yokohama's monthly production. In addition, the trading business is expected to generate future earnings mainly from the sale of battery chargers for industrial and stationary batteries.
3. Material assumptions used for the discounted cash flow, including the discount rate and the present value of BEM
As mentioned above the range of values of BEM based on discounted cash flows is between RM7mil to RM8mil. The range of values was derived based on weighted average cost of capital of between 15% to 17% and after applying an illiquidity discount of 35% given that BEM is a non-listed entity.
4. Details of the Borid Energy Investment Holdings Pte Ltd ("Vendor ")
Board of Directors :Timothy Yong Wei Hsien
Jennie Hong Chok Hane
Shareholders : Hup Soon Global Corporation Limited
Shareholding : 100%
5. Contingent liabilities and guarantees to be assumed by Yokohama
There are no contingent liabilities and/or guarantees to be assumed by Yokohama arising from the Proposed Acquisition.
6. Estimated time frame for submission of the application to the relevant authorities
The Company is not aware of any application which is required to be submitted to any relevant authorities in connection to the Proposed Acquisition.
7. Statement by the board of directors
The Board of Directors of YOKOHAMA (with the exception of Mr Goh Swee Heng and Mr Yong Mian Thong who are deemed interested and have abstained from deliberation and voting at board resolution pertaining to the Proposed Acquisition) having considered all aspects of the Proposed Acquisition, are of the opinion the Proposed Acquisition is in the best interest of the Group.
8. Statement by the interested director and/or major shareholders
All the Interested Directors and the interested Major Shareholders as named in sections 11.1 and 11.2 have undertaken to ensure that the persons connected with them shall abstain from voting on the resolution approving the Proposed Acquisition at the forthcoming EGM.
9. Statement by the interested directors
The interested Directors as named in section 11.2 have abstained, and/or will continue to abstain from all board deliberations and voting in the board resolution pertaining to the Proposed Acquisition at the board meeting.
10. Highest Percentage Ratio
Pursuant to Paragraph 10.03(8) of the Listing requirements, the highest percentage ratio applicable to the Proposed Acquisition shall be based on the calculation of the aggregate value of the Consideration given in relation to the Proposed Acquisition, based on the Consideration stated in the SPA, compared with the net assets of YOKOHAMA amounting to 5.6%, instead of 6.57%.
This announcement is dated 10 November 2010.
Query Letter content: We refer to your Company's announcement dated 4 November 2010 in respect of the
aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1) Justification(s) for the purchase consideration.
2) To elaborate further on projected future earnings of Borid Energy (M) Sdn
Bhd ("BEM").
3) To state the material assumptions used for the discounted cash flow,
including the discount rate and the present value of BEM.
4) Details of the vendor (names of its directors and substantial shareholders
together with their respective shareholdings).
5) Any contingent liabilities and guarantees to be assumed by Yokohama.
6) Estimated time frame for submission of the application to the relevant
authorities.
7) A statement by the board of directors, excluding interested directors
stating whether the Proposed Acquisition is in the best interests of the listed
issuer.
8) A statement that such interested director and/or major shareholder has/have
undertaken that he/they will ensure that the persons connected with him/them
will abstain from voting on the resolution approving the Proposed Acquisition
at the general meeting.
9) A statement that the interested director has abstained and/or abstain from
deliberating and voting on the relevant resolution at the board meeting.
Page 2/-
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
SUZALINA HARUN
Head, Issuers
Listing Division
Regulation
WCY/LMN
copy to:- General Manager & Head, Market Surveillance Department, Securities
Commission (via fax)
SUIWAH - SUIWAH - NOTICE OF BOOK CLOSURE
Announcement Type: Listing Circular
Company Name: SUIWAH CORPORATION BERHAD
Stock Name: SUIWAH
Date Announced: 10/11/2010
Announcement Detail:
Subject: SUIWAH - NOTICE OF BOOK CLOSURE
Contents: First and final dividend of 8% less 25% Malaysian Income Tax.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 1 December 2010 ]
2) The last date of lodgement : [ 3 December 2010 ]
3) Date Payable : [ 23 December 2010 ]
Company Name: SUIWAH CORPORATION BERHAD
Stock Name: SUIWAH
Date Announced: 10/11/2010
Announcement Detail:
Subject: SUIWAH - NOTICE OF BOOK CLOSURE
Contents: First and final dividend of 8% less 25% Malaysian Income Tax.
Kindly be advised of the following :
1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 1 December 2010 ]
2) The last date of lodgement : [ 3 December 2010 ]
3) Date Payable : [ 23 December 2010 ]
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