BOLTON - General Announcement
Announcement Type: General Announcement
Company Name: BOLTON BERHAD
Stock Name: BOLTON
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: BOLTON BERHAD ("BOLTON" OR "THE COMPANY")
- PROPOSED DISPOSAL BY BOLTON OF ITS 100% EQUITY INTEREST IN LIM THIAM LEONG REALTY SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM50.0 MILLION ("THE PROPOSED DISPOSAL")
Contents: Further to our announcement made on 9 December 2010 pertaining to the proposed disposal of the Company's 100% equity interest in Lim Thiam Leong Realty Sdn. Bhd. ("the Property") to Shapadu Resources Sdn. Bhd. (formerly known as Shapadu Global Sdn. Bhd.)("Proposed Disposal"), the Company wishes to provide the following additional information in relation to the Proposed Disposal:-
1. Basis of Arriving at the Disposal Consideration
No valuation was carried out as the disposal consideration was arrived at on a "willing buyer-willing seller" basis after taking into consideration the fair market value of the Property.
2. Timeframe for the Utilisation of Sale Proceeds
The Company tentatively has the plans to utilise the sale proceeds as per the table below:-
Company Name: BOLTON BERHAD
Stock Name: BOLTON
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: BOLTON BERHAD ("BOLTON" OR "THE COMPANY")
- PROPOSED DISPOSAL BY BOLTON OF ITS 100% EQUITY INTEREST IN LIM THIAM LEONG REALTY SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM50.0 MILLION ("THE PROPOSED DISPOSAL")
Contents: Further to our announcement made on 9 December 2010 pertaining to the proposed disposal of the Company's 100% equity interest in Lim Thiam Leong Realty Sdn. Bhd. ("the Property") to Shapadu Resources Sdn. Bhd. (formerly known as Shapadu Global Sdn. Bhd.)("Proposed Disposal"), the Company wishes to provide the following additional information in relation to the Proposed Disposal:-
1. Basis of Arriving at the Disposal Consideration
No valuation was carried out as the disposal consideration was arrived at on a "willing buyer-willing seller" basis after taking into consideration the fair market value of the Property.
2. Timeframe for the Utilisation of Sale Proceeds
The Company tentatively has the plans to utilise the sale proceeds as per the table below:-
PJDEV - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Company Name: PJ DEVELOPMENT HOLDINGS BERHAD
Stock Name: PJDEV
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: PJ DEVELOPMENT HOLDINGS BERHAD ("PJD" OR THE "COMPANY")
(I) RENOUNCEABLE RIGHTS ISSUE OF 171,049,635 NEW WARRANTS IN PJD ("WARRANT(S) C") TO ALL THE SHAREHOLDERS OF PJD ON THE BASIS OF THREE (3) WARRANTS C FOR EVERY EIGHT (8) EXISTING ORDINARY SHARES OF RM1.00 EACH HELD IN PJD ("RIGHTS ISSUE"); AND
(II) RESTRICTED ISSUE OF 42,762,337 WARRANTS C IN PJD TO THE HOLDERS OF UNEXERCISED 2000/2010 WARRANTS B ("WARRANT(S) B") ON 29 OCTOBER 2010, BEING THE EXPIRY DATE OF THE WARRANTS B ("EXPIRY DATE") ON THE BASIS OF THREE (3) WARRANTS C FOR EVERY EIGHT (8) UNEXERCISED WARRANTS B HELD ON THE EXPIRY DATE ("RESTRICTED ISSUE").
(COLLECTIVELY REFERRED TO AS THE "CORPORATE EXERCISES")
Contents: We refer to the earlier announcements in relation to the Corporate Exercises as well as the Abridged Prospectus issued by PJD dated 12 November 2010.
On behalf of the Board of Directors of PJD, OSK Investment Bank Berhad is pleased to announce that 213,811,972 Warrants C issued pursuant to the Corporate Exercises were listed and quoted on the Main Market of Bursa Malaysia Securities Berhad with effect from 9.00 a.m., Monday, 13 December 2010, marking the completion of the Corporate Exercises.
This announcement is dated 13 December 2010.
Submitting Merchant Bank: OSK INVESTMENT BANK BERHAD
Company Name: PJ DEVELOPMENT HOLDINGS BERHAD
Stock Name: PJDEV
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: PJ DEVELOPMENT HOLDINGS BERHAD ("PJD" OR THE "COMPANY")
(I) RENOUNCEABLE RIGHTS ISSUE OF 171,049,635 NEW WARRANTS IN PJD ("WARRANT(S) C") TO ALL THE SHAREHOLDERS OF PJD ON THE BASIS OF THREE (3) WARRANTS C FOR EVERY EIGHT (8) EXISTING ORDINARY SHARES OF RM1.00 EACH HELD IN PJD ("RIGHTS ISSUE"); AND
(II) RESTRICTED ISSUE OF 42,762,337 WARRANTS C IN PJD TO THE HOLDERS OF UNEXERCISED 2000/2010 WARRANTS B ("WARRANT(S) B") ON 29 OCTOBER 2010, BEING THE EXPIRY DATE OF THE WARRANTS B ("EXPIRY DATE") ON THE BASIS OF THREE (3) WARRANTS C FOR EVERY EIGHT (8) UNEXERCISED WARRANTS B HELD ON THE EXPIRY DATE ("RESTRICTED ISSUE").
(COLLECTIVELY REFERRED TO AS THE "CORPORATE EXERCISES")
Contents: We refer to the earlier announcements in relation to the Corporate Exercises as well as the Abridged Prospectus issued by PJD dated 12 November 2010.
On behalf of the Board of Directors of PJD, OSK Investment Bank Berhad is pleased to announce that 213,811,972 Warrants C issued pursuant to the Corporate Exercises were listed and quoted on the Main Market of Bursa Malaysia Securities Berhad with effect from 9.00 a.m., Monday, 13 December 2010, marking the completion of the Corporate Exercises.
This announcement is dated 13 December 2010.
IOICORP - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: KENANGA INVESTMENT BANK BERHAD
Company Name: IOI CORPORATION BERHAD
Stock Name: IOICORP
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: EXPIRY OF EUROPEAN STYLE NON-COLLATERALISED CASH-SETTLED CALL WARRANTS OVER THE ORDINARY SHARES OF IOI CORPORATION BERHAD ("IOI") ("IOICORP-CN")
Contents: We wish to announce that the IOICORP-CN expired at 9.00 a.m. on 10 December 2010 ("Expiry Date") and the cash settlement amount shall be calculated as set out below.
Submitting Merchant Bank: KENANGA INVESTMENT BANK BERHAD
Company Name: IOI CORPORATION BERHAD
Stock Name: IOICORP
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: EXPIRY OF EUROPEAN STYLE NON-COLLATERALISED CASH-SETTLED CALL WARRANTS OVER THE ORDINARY SHARES OF IOI CORPORATION BERHAD ("IOI") ("IOICORP-CN")
Contents: We wish to announce that the IOICORP-CN expired at 9.00 a.m. on 10 December 2010 ("Expiry Date") and the cash settlement amount shall be calculated as set out below.
TDM - Change in Audit Committee
Announcement Type: Change in Audit Committee
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 13/12/2010
Announcement Detail:
Date of change: 13/12/2010
Type of change: Resignation
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: Haji Long Bin A. Rahman
Age: 68
Nationality: Malaysian
Qualifications: Sijil Persekutuan Malaysia
Working experience and occupation: With a "Sijil Persekutuan Malaysia", Haji Long rose through the rank and file and was appointed as the Assistant District Officer for Kemaman, Dungun (1974 - 1977), Marang (1978 - 1979) and Besut (1980 - 1983).
From 1984 to 1989, he was the Assistant State Secretary for State Protocol in Terengganu and was then appointed as Head Assistant Collector of Land Revenue for Kuala Terengganu (1990 - 1992) and the District Officer for Marang (1992 - 1997) before joining Halim Mazmin Holdings Sdn Bhd as the General Manager of its Kuala Terengganu branch (1997 - 1999).
He is presently a member of the Board of Directors of the Terengganu State Muzeum, PTB Resort Sdn Bhd, Primula Beach Resort and Pertima Terengganu Sdn Bhd.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): 1. Abdul Mutalip Bin Sulaiman (Independent Non-Executive Director) - Chairman
2. YB Dato' Haji Abdul Razak Bin Ismail (Non-Independent Non-Executive Director) - Member
3. Haji Zakaria Bin K C Ahammu (Independent Non-Executive Director) - Member
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 13/12/2010
Announcement Detail:
Date of change: 13/12/2010
Type of change: Resignation
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: Haji Long Bin A. Rahman
Age: 68
Nationality: Malaysian
Qualifications: Sijil Persekutuan Malaysia
Working experience and occupation: With a "Sijil Persekutuan Malaysia", Haji Long rose through the rank and file and was appointed as the Assistant District Officer for Kemaman, Dungun (1974 - 1977), Marang (1978 - 1979) and Besut (1980 - 1983).
From 1984 to 1989, he was the Assistant State Secretary for State Protocol in Terengganu and was then appointed as Head Assistant Collector of Land Revenue for Kuala Terengganu (1990 - 1992) and the District Officer for Marang (1992 - 1997) before joining Halim Mazmin Holdings Sdn Bhd as the General Manager of its Kuala Terengganu branch (1997 - 1999).
He is presently a member of the Board of Directors of the Terengganu State Muzeum, PTB Resort Sdn Bhd, Primula Beach Resort and Pertima Terengganu Sdn Bhd.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): 1. Abdul Mutalip Bin Sulaiman (Independent Non-Executive Director) - Chairman
2. YB Dato' Haji Abdul Razak Bin Ismail (Non-Independent Non-Executive Director) - Member
3. Haji Zakaria Bin K C Ahammu (Independent Non-Executive Director) - Member
TDM - Change in Audit Committee
Announcement Type: Change in Audit Committee
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 13/12/2010
Announcement Detail:
Date of change: 13/12/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: YB Dato' Haji Abdul Razak Bin Ismail
Age: 56
Nationality: Malaysian
Qualifications: Bachelor of Social Sciences (Honours) from Universiti of Sains Malaysia
Working experience and occupation: (i) "Pegawai Tadbir Negeri Pejabat Tanah Kemaman" (since 2nd May 1978)
(ii) "Penolong Pegawai Daerah 1 (Pembangunan)" at "Pejabat Daerah Hulu Terengganu (since 1st June 1983)
(iii) "KPPT Daerah" at "Pejabat Tanah Hulu Terengganu" (since 15th February 1986)
(iv) "Penolong Pengarah (Pembangunan Ekonomi dan Wilayah)" at "Pejabat UPEN" (since 1st July 1987)
(v) "Timbalan Pengarah Tanah dan Galian (Settlement)" at Pejabat Tanah dan Galian (since 17th September 1988)
(vi) "Timbalan YDP (Memangku Tingkatan Tertinggi 'G') at "Majlis Daerah Hulu Terengganu" (since 1st May 1990)
(vii) "Pegawai Perancang Unit Pembangunan Pelancongan Tasik Kenyir (UPEN)" at "Pejabat Perancang Ekonomi Negeri" (since 1st July 1991)
(viii) "Timbalan Yang DiPertua" at "Majlis Daerah Kemaman" (since 1st July 1995)
(ix) "Ketua Penolong Pentadbir Tanah" at "Pejabat Tanah Kemaman" (since 15th October 1996)
(x) "Timbalan Yang DiPertua" at "Majlis Daerah Dungun" (since 1st January 1998)
(xi) "Pegawai Daerah Besut" at "Pejabat Daerah Besut" (since 1st August 1999)
(xii) "Pegawai Daerah" at "Pejabat Daerah Kuala Terengganu" (since 15th February 2001)
(xiii) "Pegarah Tanah dan Galian, Terengganu" at "Pejabat Pengarah Tanah dan Galian, Terengganu" (since 1st December 2005)
(xiv) State Financial Officer (since 15th January 2010)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): 1. Abdul Mutalip Bin Sulaiman (Independent Non-Executive Director) - Chairman
2. YB Dato' Haji Abdul Razak Bin Ismail (Non-Independent Non-Executive Director) - Member
3. Haji Zakaria Bin K C Ahammu (Independent Non-Executive Director) - Member
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 13/12/2010
Announcement Detail:
Date of change: 13/12/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: YB Dato' Haji Abdul Razak Bin Ismail
Age: 56
Nationality: Malaysian
Qualifications: Bachelor of Social Sciences (Honours) from Universiti of Sains Malaysia
Working experience and occupation: (i) "Pegawai Tadbir Negeri Pejabat Tanah Kemaman" (since 2nd May 1978)
(ii) "Penolong Pegawai Daerah 1 (Pembangunan)" at "Pejabat Daerah Hulu Terengganu (since 1st June 1983)
(iii) "KPPT Daerah" at "Pejabat Tanah Hulu Terengganu" (since 15th February 1986)
(iv) "Penolong Pengarah (Pembangunan Ekonomi dan Wilayah)" at "Pejabat UPEN" (since 1st July 1987)
(v) "Timbalan Pengarah Tanah dan Galian (Settlement)" at Pejabat Tanah dan Galian (since 17th September 1988)
(vi) "Timbalan YDP (Memangku Tingkatan Tertinggi 'G') at "Majlis Daerah Hulu Terengganu" (since 1st May 1990)
(vii) "Pegawai Perancang Unit Pembangunan Pelancongan Tasik Kenyir (UPEN)" at "Pejabat Perancang Ekonomi Negeri" (since 1st July 1991)
(viii) "Timbalan Yang DiPertua" at "Majlis Daerah Kemaman" (since 1st July 1995)
(ix) "Ketua Penolong Pentadbir Tanah" at "Pejabat Tanah Kemaman" (since 15th October 1996)
(x) "Timbalan Yang DiPertua" at "Majlis Daerah Dungun" (since 1st January 1998)
(xi) "Pegawai Daerah Besut" at "Pejabat Daerah Besut" (since 1st August 1999)
(xii) "Pegawai Daerah" at "Pejabat Daerah Kuala Terengganu" (since 15th February 2001)
(xiii) "Pegarah Tanah dan Galian, Terengganu" at "Pejabat Pengarah Tanah dan Galian, Terengganu" (since 1st December 2005)
(xiv) State Financial Officer (since 15th January 2010)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): 1. Abdul Mutalip Bin Sulaiman (Independent Non-Executive Director) - Chairman
2. YB Dato' Haji Abdul Razak Bin Ismail (Non-Independent Non-Executive Director) - Member
3. Haji Zakaria Bin K C Ahammu (Independent Non-Executive Director) - Member
HARBOUR - ACQUISITION OF ADDITIONAL 2% EQUITY INTEREST IN ARCADIA PROPERTIES SDN. BHD.
Announcement Type: General Announcement
Company Name: HARBOUR-LINK GROUP BERHAD
Stock Name: HARBOUR
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: ACQUISITION OF ADDITIONAL 2% EQUITY INTEREST IN ARCADIA PROPERTIES SDN. BHD.
Contents: The Board of Directors of Harbour-Link Group Berhad ("Harbour-Link") is pleased to announce that Harbour-Link, had on 13 December 2010 acquired 140,000 ordinary shares of RM1.00 each, fully paid, from United Joy Sdn. Bhd. and Herdsen Corporation Sdn. Bhd. representing two percent (2.0%) of the issued and paid-up share capital of Arcadia Properties Sdn. Bhd. ("APSB"), for a total cash consideration of RM140,000.00 ("the Acquisition").
Subsequent to the Acquisition, APSB is now 51% subsidiary of Harbour-Link.
Please refer to the attachment for further details of the announcement.
Attachments: HLG.PDF
Company Name: HARBOUR-LINK GROUP BERHAD
Stock Name: HARBOUR
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: ACQUISITION OF ADDITIONAL 2% EQUITY INTEREST IN ARCADIA PROPERTIES SDN. BHD.
Contents: The Board of Directors of Harbour-Link Group Berhad ("Harbour-Link") is pleased to announce that Harbour-Link, had on 13 December 2010 acquired 140,000 ordinary shares of RM1.00 each, fully paid, from United Joy Sdn. Bhd. and Herdsen Corporation Sdn. Bhd. representing two percent (2.0%) of the issued and paid-up share capital of Arcadia Properties Sdn. Bhd. ("APSB"), for a total cash consideration of RM140,000.00 ("the Acquisition").
Subsequent to the Acquisition, APSB is now 51% subsidiary of Harbour-Link.
Please refer to the attachment for further details of the announcement.
Attachments: HLG.PDF
TALAM - Listing Circular
Announcement Type: Listing Circular
Company Name: TALAM CORPORATION BERHAD
Stock Name: TALAM
Date Announced: 13/12/2010
Announcement Detail:
Subject: TALAM-CONVERSION OF 4,500 REDEEMABLE CONVERTIBLE SECURED LOAN STOCK-D 2009/2014 INTO 4,500 NEW ORDINARY SHARES ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 4,500 new ordinary shares of RM0.20 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 15 December 2010.
Company Name: TALAM CORPORATION BERHAD
Stock Name: TALAM
Date Announced: 13/12/2010
Announcement Detail:
Subject: TALAM-CONVERSION OF 4,500 REDEEMABLE CONVERTIBLE SECURED LOAN STOCK-D 2009/2014 INTO 4,500 NEW ORDINARY SHARES ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 4,500 new ordinary shares of RM0.20 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 15 December 2010.
YTLLAND - Listing Circular
Announcement Type: Listing Circular
Company Name: YTL LAND & DEVELOPMENT BERHAD
Stock Name: YTLLAND
Date Announced: 13/12/2010
Announcement Detail:
Subject: YTLLAND-CONVERSION OF 504,075 IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES 2001/2011 INTO 129,250 NEW ORDINARY SHARES ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 129,250 new ordinary shares of RM0.50 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 15 December 2010.
Company Name: YTL LAND & DEVELOPMENT BERHAD
Stock Name: YTLLAND
Date Announced: 13/12/2010
Announcement Detail:
Subject: YTLLAND-CONVERSION OF 504,075 IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES 2001/2011 INTO 129,250 NEW ORDINARY SHARES ("CONVERSION")
Contents: Kindly be advised that the abovementioned Company's additional 129,250 new ordinary shares of RM0.50 each arising from the aforesaid Conversion will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 15 December 2010.
FCW - General Announcement
Announcement Type: General Announcement
Company Name: FCW HOLDINGS BERHAD
Stock Name: FCW
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: FCW Holdings Berhad ("FCW" or "the Company")
- Proposed Acquisition by FCW of 100,000 Ordinary Shares of RM1.00 Each In Coscolab Sdn Bhd (Company No. 530561-V) ("Coscolab"), Representing 20% Of The Equity Interest In Coscolab For A Cash Consideration Of RM2,100,000.
Contents: 1. Introduction
The Board of Directors of FCW wishes to announce that the Company has on 13 December 2010 entered into a Sale of Shares Agreement ("SSA") with Biosis Group Berhad (Company No. 68768-D) ("BGB"), to acquire 100,000 ordinary shares of RM1.00 each in Coscolab, representing 20% of the total issued and paid-up capital of Coscolab ("Sale Shares"), for a total cash consideration of RM2,100,000 ("Proposed Acquisition").
2. Information on Coscolab
Coscolab, a 60%-owned subsidiary of FCW, was incorporated in Malaysia on 31 October 2000 as a private limited company with an authorized share capital of RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each, of which 500,000 ordinary shares of RM1.00 each have been issued and paid up. The issued and paid-up shares are currently held by FCW (300,000 shares), BGB (100,000 shares) and Mr Teo Ker Wei (NRIC No. 760304-14-5009) (100,000 shares) respectively. The principal activities of Coscolab are the manufacturing and trading of cosmetics and toiletry products.
3. Purchase Consideration
The Purchase Consideration of RM2.1 million was determined on a willing buyer-willing seller basis.
The Purchase Consideration will be fully satisfied by way of cash payment through internally generated fund of the Company.
The Sale Shares are free from encumbrances and there is no liability to be assumed by the Company arising from the Proposed Acquisition.
4. Rationale of the Proposed Acquisition
The Proposed Acquisition enables FCW Group to increase its controlling stake in Coscolab from 60% to 80%.
5. Salient Features of the SSA
5.1 The Purchase Consideration for the Sale Shares is to be paid in full by the FCW to BGB upon the fulfillment of the following:-
5.1.1 Within 14 days from the date of the SSA, BGB shall deliver to FCW:-
(a) The duly executed transfer of the Sale Shares in favour of FCW accompanied by copies of relevant share certificates in respect of the Sale Shares;
(b) A duly certified true copy of a resolution of a meeting of the board of directors of BGB duly constituted in accordance with its Articles of Association and binding upon it approving and authorizing the sale of the Sale Shares from BGB to FCW and/or its nominees; and
(c) The board resolution of Coscolab authorizing the transfer and registration of the Sale Shares from BGB to FCW or its nominees.
5.2 The Proposed Acquisition shall be completed upon the full payment of Purchase Consideration.
6. Financial Effect of the Proposed Acquisition
6.1 Earnings
The Proposed Acquisition is not expected to have material effect on the earnings of the FCW Group for the financial year ending 30 June 2011 but expected to contribute positively to the future earnings of the FCW Group.
6.2 Net assets
The Proposed Acquisition will not have any material effect on the net assets of the FCW Group for the financial year ending 30 June 2011.
6.3 Gearing
The Proposed Acquisition will not have any material effect on the gearing of the FCW Group for the financial year ending 30 June 2011.
6.4 Share Capital & Substantial shareholding
The Proposed Acquisition will not have any effect on the issued and paid-up share capital of FCW as it does not involve any issuance of new shares.
7. The Highest Percentage Ratio Applicable Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements
The highest percentage ratio applicable to the Proposed Acquisition pursuant to the Main Market Listing Requirements is 16.78%, which was derived based on 20% of the net profit after tax of Coscolab of RM2.029 million based on Coscolab's audited accounts for the financial year ended 31 December 2009, compared with net profit attributable to equity holders of FCW before minority interests of RM2.418 million, based on FCW's audited accounts for the financial year ended 30 June 2010.
8. Risks in relation to the Proposed Acquisition
Risk factors affecting the Proposed Acquisition include but are not limited to changes in the laws and regulations governing the personal care business and other ordinary business risks.
9. Conditions of the Proposed Acquisition
The Proposed Acquisition is not subject to the approval of the Company's shareholders nor any relevant government authorities.
10. Directors' and Major Shareholders' Interests
None of the directors and/or major shareholders of FCW and/or persons connected with them have any direct interest in the Proposed Acquisition but are deemed to have indirect interest in the exercise by virtue and only to the extent of the existing 60% equity stake held by FCW in Coscolab.
11. Statement by the Board of Directors
The Board of Directors of FCW, having taking into consideration all aspects of the Proposed Acquisition, is of the opinion that the terms and conditions of the Proposed Acquisition are fair and reasonable and in the best interest of FCW.
To the best knowledge of the Board of Directors of FCW, the Proposed Acquisition has not departed from the Securities Commission's policies & guidelines on Issue/Offer of Securities.
12. Documents for Inspection
A copy of the SSA is available for inspection at the registered office of FCW at No. 8, 3rd Floor, Jalan Segambut, 51200 Kuala Lumpur during normal business hours on any working day for a period of two weeks from the date of this announcement.
13. Completion of the Proposed Acquisition
The Proposed Acquisition was completed upon full payment by FCW of the Purchase Consideration to BGB on the same date of signing of SSA and of this announcement. Subject to the perfection of the transfer and registration of the Sale Shares in the name of FCW, Coscolab has become an 80%-owned subsidiary of FCW.
This announcement is dated 13 December 2010.
Company Name: FCW HOLDINGS BERHAD
Stock Name: FCW
Date Announced: 13/12/2010
Announcement Detail:
Type: Announcement
Subject: FCW Holdings Berhad ("FCW" or "the Company")
- Proposed Acquisition by FCW of 100,000 Ordinary Shares of RM1.00 Each In Coscolab Sdn Bhd (Company No. 530561-V) ("Coscolab"), Representing 20% Of The Equity Interest In Coscolab For A Cash Consideration Of RM2,100,000.
Contents: 1. Introduction
The Board of Directors of FCW wishes to announce that the Company has on 13 December 2010 entered into a Sale of Shares Agreement ("SSA") with Biosis Group Berhad (Company No. 68768-D) ("BGB"), to acquire 100,000 ordinary shares of RM1.00 each in Coscolab, representing 20% of the total issued and paid-up capital of Coscolab ("Sale Shares"), for a total cash consideration of RM2,100,000 ("Proposed Acquisition").
2. Information on Coscolab
Coscolab, a 60%-owned subsidiary of FCW, was incorporated in Malaysia on 31 October 2000 as a private limited company with an authorized share capital of RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each, of which 500,000 ordinary shares of RM1.00 each have been issued and paid up. The issued and paid-up shares are currently held by FCW (300,000 shares), BGB (100,000 shares) and Mr Teo Ker Wei (NRIC No. 760304-14-5009) (100,000 shares) respectively. The principal activities of Coscolab are the manufacturing and trading of cosmetics and toiletry products.
3. Purchase Consideration
The Purchase Consideration of RM2.1 million was determined on a willing buyer-willing seller basis.
The Purchase Consideration will be fully satisfied by way of cash payment through internally generated fund of the Company.
The Sale Shares are free from encumbrances and there is no liability to be assumed by the Company arising from the Proposed Acquisition.
4. Rationale of the Proposed Acquisition
The Proposed Acquisition enables FCW Group to increase its controlling stake in Coscolab from 60% to 80%.
5. Salient Features of the SSA
5.1 The Purchase Consideration for the Sale Shares is to be paid in full by the FCW to BGB upon the fulfillment of the following:-
5.1.1 Within 14 days from the date of the SSA, BGB shall deliver to FCW:-
(a) The duly executed transfer of the Sale Shares in favour of FCW accompanied by copies of relevant share certificates in respect of the Sale Shares;
(b) A duly certified true copy of a resolution of a meeting of the board of directors of BGB duly constituted in accordance with its Articles of Association and binding upon it approving and authorizing the sale of the Sale Shares from BGB to FCW and/or its nominees; and
(c) The board resolution of Coscolab authorizing the transfer and registration of the Sale Shares from BGB to FCW or its nominees.
5.2 The Proposed Acquisition shall be completed upon the full payment of Purchase Consideration.
6. Financial Effect of the Proposed Acquisition
6.1 Earnings
The Proposed Acquisition is not expected to have material effect on the earnings of the FCW Group for the financial year ending 30 June 2011 but expected to contribute positively to the future earnings of the FCW Group.
6.2 Net assets
The Proposed Acquisition will not have any material effect on the net assets of the FCW Group for the financial year ending 30 June 2011.
6.3 Gearing
The Proposed Acquisition will not have any material effect on the gearing of the FCW Group for the financial year ending 30 June 2011.
6.4 Share Capital & Substantial shareholding
The Proposed Acquisition will not have any effect on the issued and paid-up share capital of FCW as it does not involve any issuance of new shares.
7. The Highest Percentage Ratio Applicable Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements
The highest percentage ratio applicable to the Proposed Acquisition pursuant to the Main Market Listing Requirements is 16.78%, which was derived based on 20% of the net profit after tax of Coscolab of RM2.029 million based on Coscolab's audited accounts for the financial year ended 31 December 2009, compared with net profit attributable to equity holders of FCW before minority interests of RM2.418 million, based on FCW's audited accounts for the financial year ended 30 June 2010.
8. Risks in relation to the Proposed Acquisition
Risk factors affecting the Proposed Acquisition include but are not limited to changes in the laws and regulations governing the personal care business and other ordinary business risks.
9. Conditions of the Proposed Acquisition
The Proposed Acquisition is not subject to the approval of the Company's shareholders nor any relevant government authorities.
10. Directors' and Major Shareholders' Interests
None of the directors and/or major shareholders of FCW and/or persons connected with them have any direct interest in the Proposed Acquisition but are deemed to have indirect interest in the exercise by virtue and only to the extent of the existing 60% equity stake held by FCW in Coscolab.
11. Statement by the Board of Directors
The Board of Directors of FCW, having taking into consideration all aspects of the Proposed Acquisition, is of the opinion that the terms and conditions of the Proposed Acquisition are fair and reasonable and in the best interest of FCW.
To the best knowledge of the Board of Directors of FCW, the Proposed Acquisition has not departed from the Securities Commission's policies & guidelines on Issue/Offer of Securities.
12. Documents for Inspection
A copy of the SSA is available for inspection at the registered office of FCW at No. 8, 3rd Floor, Jalan Segambut, 51200 Kuala Lumpur during normal business hours on any working day for a period of two weeks from the date of this announcement.
13. Completion of the Proposed Acquisition
The Proposed Acquisition was completed upon full payment by FCW of the Purchase Consideration to BGB on the same date of signing of SSA and of this announcement. Subject to the perfection of the transfer and registration of the Sale Shares in the name of FCW, Coscolab has become an 80%-owned subsidiary of FCW.
This announcement is dated 13 December 2010.
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: 13/12/2010
Announcement Detail:
Date of buy back: 13/12/2010
Description of shares purchased: Ordinary shares of MYR1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 26,000
Minimum price paid for each share purchased ($$): 1.790
Maximum price paid for each share purchased ($$): 1.810
Total consideration paid ($$): 47,171.93
Number of shares purchased retained in treasury (units): 26,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 13,461,600
Adjusted issued capital after cancellation (no. of shares) (units): 242,205,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 5.56
Remarks: This announcement is dated 13 December 2010.
Company Name: MEGA FIRST CORPORATION BERHAD
Stock Name: MFCB
Date Announced: 13/12/2010
Announcement Detail:
Date of buy back: 13/12/2010
Description of shares purchased: Ordinary shares of MYR1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 26,000
Minimum price paid for each share purchased ($$): 1.790
Maximum price paid for each share purchased ($$): 1.810
Total consideration paid ($$): 47,171.93
Number of shares purchased retained in treasury (units): 26,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 13,461,600
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 (%): 5.56
Remarks: This announcement is dated 13 December 2010.
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