NOTION - NOTION VTEC BERHAD ("NVB" OR "THE COMPANY") - SHAH ALAM HIGH COURT CIVIL SUIT NO: 22-1411-2010
Announcement Type: General Announcement
Company Name: NOTION VTEC BERHAD
Stock Name: NOTION
Date Announced: 14/12/2010
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: NS-101213-47410
Subject: NOTION VTEC BERHAD ("NVB" OR "THE COMPANY")
- SHAH ALAM HIGH COURT CIVIL SUIT NO: 22-1411-2010
Contents: We refer to the letter from Bursa Malaysia Securities Berhad dated 13 December 2010 requesting additional information pertaining to the above.
The requested information is set out below:
1. Particulars of Claims
As announced on 10 December 2010, NVB has been served a Writ and Statement of Claim dated 1 November 2010 and 26 October 2010 respectively from the solicitors acting for Foo Kee Pack, Yong Kim Seng and Woi See Khoon (hereinafter collectively referred to as "Plaintiffs") for, inter alia, alleged breach by NVB of the Share Sale Agreement dated 10 December 2009.
The Plaintiffs are seeking for, inter alia, damages of RM4,500,000, general damages, punitive damages, interests, costs and such further relief and/or other relief as deemed fit and just. The interests sought are in accordance with the Civil Law Act 1956.
Further details are set out below.
2. Particulars of the default or circumstances leading to filing of the Writ and Statement of Claim
On 10 December 2009, NVB announced that it has entered into a Share Sale Agreement with the Plaintiffs to dispose of 350,000 ordinary shares of RM1.00 each representing 70% equity interest in its subsidiary, Swiss Impression Sdn Bhd ("Swiss"), to the Plaintiffs, for a total consideration of RM420,000.
The Plaintiffs were the key personnel in Swiss and Foo Kee Pack and Yong Kim Seng collectively hold the remaining 30% equity interest in Swiss. The Board of NVB decided to enter into the Share Sale Agreement as it was of the view that the business activities of Swiss were no longer in line with the present business strategy of NVB and its subsidiaries ("Group").
As part of the Group's ongoing internal audit process, an internal audit and investigation was carried out on Swiss.
The Share Sale Agreement subsequently lapsed prior to completion and finalisation of the audit. The suit was brought about due to non-completion of the Share Sale Agreement, which the Plaintiffs alleged were due to the breach by NVB.
3. Financial and operational impact of the Writ and Statement of Claim on the Group
For the year ended 30 September 2010, Swiss recorded an unaudited revenue and loss after tax of RM3.5 million and RM253,000 respectively. These amounts are insignificant in comparison to the Group's unaudited revenue and profit after tax of approximately RM227 million and RM37 million respectively. Hence there will not be any significant impact on the financial position of the Group in respect of the Share Sale Agreement.
There will not be any impact on the Group's operations as the Group has subsequently employed new management personnel to manage Swiss.
4. Expected losses, if any arising from the Writ and Statement of Claim
In the unlikely event NVB loses this case, the amount claimed by the Plaintiffs is as stated in item 1 above, not including other types of damages, if any, interests and our costs, would be the maximum exposure to the Group.
The Company will instruct its solicitors to vigorously defend the claim.
Query Letter content: We refer to your Company's announcement dated 10 December 2010 in respect of
the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1. The particulars of the claim under the Writ and Statement of Claim,
including the amount claimed for and the interest rate.
2. The details of the default or circumstances leading to the filing of the
Writ and Statement of Claim.
3. The financial and operational impact of the Writ and Statement of Claim on
the Group.
4. The expected lossess, if any arising from the Writ and Statement of Claim.
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
NMA/NZ
c.c:- General Manager & Head, Market Surveillance Department, Market
Supervision Buisness Group, Securities Commission (via fax)
Company Name: NOTION VTEC BERHAD
Stock Name: NOTION
Date Announced: 14/12/2010
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: NS-101213-47410
Subject: NOTION VTEC BERHAD ("NVB" OR "THE COMPANY")
- SHAH ALAM HIGH COURT CIVIL SUIT NO: 22-1411-2010
Contents: We refer to the letter from Bursa Malaysia Securities Berhad dated 13 December 2010 requesting additional information pertaining to the above.
The requested information is set out below:
1. Particulars of Claims
As announced on 10 December 2010, NVB has been served a Writ and Statement of Claim dated 1 November 2010 and 26 October 2010 respectively from the solicitors acting for Foo Kee Pack, Yong Kim Seng and Woi See Khoon (hereinafter collectively referred to as "Plaintiffs") for, inter alia, alleged breach by NVB of the Share Sale Agreement dated 10 December 2009.
The Plaintiffs are seeking for, inter alia, damages of RM4,500,000, general damages, punitive damages, interests, costs and such further relief and/or other relief as deemed fit and just. The interests sought are in accordance with the Civil Law Act 1956.
Further details are set out below.
2. Particulars of the default or circumstances leading to filing of the Writ and Statement of Claim
On 10 December 2009, NVB announced that it has entered into a Share Sale Agreement with the Plaintiffs to dispose of 350,000 ordinary shares of RM1.00 each representing 70% equity interest in its subsidiary, Swiss Impression Sdn Bhd ("Swiss"), to the Plaintiffs, for a total consideration of RM420,000.
The Plaintiffs were the key personnel in Swiss and Foo Kee Pack and Yong Kim Seng collectively hold the remaining 30% equity interest in Swiss. The Board of NVB decided to enter into the Share Sale Agreement as it was of the view that the business activities of Swiss were no longer in line with the present business strategy of NVB and its subsidiaries ("Group").
As part of the Group's ongoing internal audit process, an internal audit and investigation was carried out on Swiss.
The Share Sale Agreement subsequently lapsed prior to completion and finalisation of the audit. The suit was brought about due to non-completion of the Share Sale Agreement, which the Plaintiffs alleged were due to the breach by NVB.
3. Financial and operational impact of the Writ and Statement of Claim on the Group
For the year ended 30 September 2010, Swiss recorded an unaudited revenue and loss after tax of RM3.5 million and RM253,000 respectively. These amounts are insignificant in comparison to the Group's unaudited revenue and profit after tax of approximately RM227 million and RM37 million respectively. Hence there will not be any significant impact on the financial position of the Group in respect of the Share Sale Agreement.
There will not be any impact on the Group's operations as the Group has subsequently employed new management personnel to manage Swiss.
4. Expected losses, if any arising from the Writ and Statement of Claim
In the unlikely event NVB loses this case, the amount claimed by the Plaintiffs is as stated in item 1 above, not including other types of damages, if any, interests and our costs, would be the maximum exposure to the Group.
The Company will instruct its solicitors to vigorously defend the claim.
Query Letter content: We refer to your Company's announcement dated 10 December 2010 in respect of
the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1. The particulars of the claim under the Writ and Statement of Claim,
including the amount claimed for and the interest rate.
2. The details of the default or circumstances leading to the filing of the
Writ and Statement of Claim.
3. The financial and operational impact of the Writ and Statement of Claim on
the Group.
4. The expected lossess, if any arising from the Writ and Statement of Claim.
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
NMA/NZ
c.c:- General Manager & Head, Market Surveillance Department, Market
Supervision Buisness Group, Securities Commission (via fax)
YTL - General Announcement
Announcement Type: General Announcement
Company Name: YTL CORPORATION BERHAD
Stock Name: YTL
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: YTL CORPORATION BERHAD ("YTL CORP" OR "COMPANY")
- PROPOSED DISPOSALS OF HOSPITALITY RELATED PROPERTIES TO STARHILL REAL ESTATE INVESTMENT TRUST ("STARHILL REIT" OR "TRUST")
Contents: The Board of Directors of YTL Corp wishes to announce that:-
(i) YTL Land Sdn Bhd, Niseko Village K.K., Business & Budget Hotels (Penang) Sdn Bhd and Prisma Tulin Sdn Bhd (which are either direct or indirect subsidiaries of YTL Corp) ("Vendors"), have today entered into four (4) separate conditional sale and purchase agreements with Mayban Trustees Berhad (as the trustee for Starhill REIT) ("Trustee") for the disposal of the following properties (together with appurtenant assets) ("Properties") for a total indicative disposal consideration of RM472.0 million:
(a) Cameron Highlands Resort;
(b) Hilton Niseko;
(c) Vistana Penang; and
(d) Vistana Kuala Lumpur.
The proposed disposals of the abovementioned properties are collectively referred to as "Proposed Disposals".
(ii) The Vendors (save for YTL Land Sdn Bhd) and Cameron Highlands Resort Sdn Bhd which is the current hotel operator for Cameron Highlands Resort have also on even date entered into four (4) separate lease agreements with the Trustee for the lease of the Properties which shall be effective upon the completion of the Proposed Disposals on terms and conditions set out therein.
Please refer to the attachment below for the full details of the announcement.
This announcement is dated 14 December 2010.
Attachments: YTL Corp - Proposed Disposals.pdf
Company Name: YTL CORPORATION BERHAD
Stock Name: YTL
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: YTL CORPORATION BERHAD ("YTL CORP" OR "COMPANY")
- PROPOSED DISPOSALS OF HOSPITALITY RELATED PROPERTIES TO STARHILL REAL ESTATE INVESTMENT TRUST ("STARHILL REIT" OR "TRUST")
Contents: The Board of Directors of YTL Corp wishes to announce that:-
(i) YTL Land Sdn Bhd, Niseko Village K.K., Business & Budget Hotels (Penang) Sdn Bhd and Prisma Tulin Sdn Bhd (which are either direct or indirect subsidiaries of YTL Corp) ("Vendors"), have today entered into four (4) separate conditional sale and purchase agreements with Mayban Trustees Berhad (as the trustee for Starhill REIT) ("Trustee") for the disposal of the following properties (together with appurtenant assets) ("Properties") for a total indicative disposal consideration of RM472.0 million:
(a) Cameron Highlands Resort;
(b) Hilton Niseko;
(c) Vistana Penang; and
(d) Vistana Kuala Lumpur.
The proposed disposals of the abovementioned properties are collectively referred to as "Proposed Disposals".
(ii) The Vendors (save for YTL Land Sdn Bhd) and Cameron Highlands Resort Sdn Bhd which is the current hotel operator for Cameron Highlands Resort have also on even date entered into four (4) separate lease agreements with the Trustee for the lease of the Properties which shall be effective upon the completion of the Proposed Disposals on terms and conditions set out therein.
Please refer to the attachment below for the full details of the announcement.
This announcement is dated 14 December 2010.
Attachments: YTL Corp - Proposed Disposals.pdf
STAREIT - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: STARHILL REAL ESTATE INVESTMENT TRUST
Stock Name: STAREIT
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: STARHILL REAL ESTATE INVESTMENT TRUST ("STARHILL REIT" OR "TRUST")
PROPOSED ACQUISITIONS OF HOSPITALITY RELATED PROPERTIES PURSUANT TO THE RATIONALISATION EXERCISE TO REPOSITION STARHILL REIT AS A FULL-FLEDGED HOSPITALITY REAL ESTATE INVESTMENT TRUST ("REIT") ("PROPOSED ACQUISITIONS")
Contents: We refer to the announcement dated 28 June 2010 in relation to the completion of the disposal of Starhill Gallery and Lot 10 properties by Starhill REIT to Starhill Global REIT.
On behalf of Pintar Projek Sdn Bhd, the manager of the Trust, AmInvestment Bank Berhad (a member of AmInvestment Bank Group) wishes to announce that as part of the rationalisation exercise to reposition Starhill REIT as a full-fledged hospitality REIT, Maybank Trustees Berhad (as the trustee for Starhill REIT) has entered into several agreements for the purposes of the Proposed Acquisitions on 14 December 2010.
Please refer to the attachment below for the full details of the announcement.
This announcement is dated 14 December 2010.
Attachments: Starhill REIT - Proposed Acquisitions.pdf
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: STARHILL REAL ESTATE INVESTMENT TRUST
Stock Name: STAREIT
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: STARHILL REAL ESTATE INVESTMENT TRUST ("STARHILL REIT" OR "TRUST")
PROPOSED ACQUISITIONS OF HOSPITALITY RELATED PROPERTIES PURSUANT TO THE RATIONALISATION EXERCISE TO REPOSITION STARHILL REIT AS A FULL-FLEDGED HOSPITALITY REAL ESTATE INVESTMENT TRUST ("REIT") ("PROPOSED ACQUISITIONS")
Contents: We refer to the announcement dated 28 June 2010 in relation to the completion of the disposal of Starhill Gallery and Lot 10 properties by Starhill REIT to Starhill Global REIT.
On behalf of Pintar Projek Sdn Bhd, the manager of the Trust, AmInvestment Bank Berhad (a member of AmInvestment Bank Group) wishes to announce that as part of the rationalisation exercise to reposition Starhill REIT as a full-fledged hospitality REIT, Maybank Trustees Berhad (as the trustee for Starhill REIT) has entered into several agreements for the purposes of the Proposed Acquisitions on 14 December 2010.
Please refer to the attachment below for the full details of the announcement.
This announcement is dated 14 December 2010.
Attachments: Starhill REIT - Proposed Acquisitions.pdf
DIGI - General Announcement
Announcement Type: General Announcement
Company Name: DIGI.COM BERHAD
Stock Name: DIGI
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: DiGi.Com Berhad ("DiGi" or "the Company")
- Wavelength Purchase Agreement between DiGi Telecommunications Sdn Bhd ("DiGi Tel") and TT dotCom Sdn Bhd ("TTdC"); and
- Maintenance and Support Agreement between DiGi Tel and TTdC
Contents: 1) Introduction
We refer to our announcement dated 18 April 2008 pertaining to the Bandwidth Service Agreement ("BSA") entered between DiGi wholly-owned subsidiary, DiGi Tel and TTdC, whereby DiGi Tel engaged TTdC, as one of its main suppliers of international and domestic fibre leases/bandwidth.
Further to the BSA, we wish to announce that DiGi Tel on 14 December 2010 had entered into the Wavelength Purchase Agreement ("WPA") and Maintenance and Support Agreement ("MSA") (hereinafter collectively known as "Agreements") to migrate the arrangements under the BSA into a 10-year commitment.
Under the Agreements, TTdC will provide the fibre optic communications and maintenance and support services.
2) Information of TTdC
TTdC was incorporated under the Companies Act, 1965. The principal activity of TTdC is to provide voice, data, video and image communication services through its established domestic and international network.
3) Salient terms of the Agreements
i) The purchased wavelength will be made available to DiGi Tel through multiple links throughout Malaysia to be delivered as part of the Agreements. The total value of the WPA and MSA is estimated at approximately RM139 million for the 10 year period.
ii) TTdC will fiberise, maintain and support parts of DiGi Tel's backhaul links between its aggregation wireless towers and its mobile switching centres (MSC).
iii) The WPA shall continue for a period of ten (10) years commencing from the actual ready for service date of the relevant link.
iv) The MSA shall continue until expiry of the WPA.
4) Rationale
The provision of the fibre optics infrastructure will enhance DiGi Tel's network to meet its growing and future mobile bandwidth demands of customers.
5) Financial Effects
The Agreements are not expected to have any material effect on the earnings, gearings and net assets of the DiGi Group for the financial year ending 31 December 2010.
6) Directors' and Major Shareholders' Interest
None of the Directors and/or major shareholders of DiGi and/or person connected to them have any direct or indirect interest in the Agreements.
7) Directors' Statement
The Board of Directors of DiGi is of the opinion that the Agreements are in the best interest of the Company.
This announcement is dated 14 December 2010.
Company Name: DIGI.COM BERHAD
Stock Name: DIGI
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: DiGi.Com Berhad ("DiGi" or "the Company")
- Wavelength Purchase Agreement between DiGi Telecommunications Sdn Bhd ("DiGi Tel") and TT dotCom Sdn Bhd ("TTdC"); and
- Maintenance and Support Agreement between DiGi Tel and TTdC
Contents: 1) Introduction
We refer to our announcement dated 18 April 2008 pertaining to the Bandwidth Service Agreement ("BSA") entered between DiGi wholly-owned subsidiary, DiGi Tel and TTdC, whereby DiGi Tel engaged TTdC, as one of its main suppliers of international and domestic fibre leases/bandwidth.
Further to the BSA, we wish to announce that DiGi Tel on 14 December 2010 had entered into the Wavelength Purchase Agreement ("WPA") and Maintenance and Support Agreement ("MSA") (hereinafter collectively known as "Agreements") to migrate the arrangements under the BSA into a 10-year commitment.
Under the Agreements, TTdC will provide the fibre optic communications and maintenance and support services.
2) Information of TTdC
TTdC was incorporated under the Companies Act, 1965. The principal activity of TTdC is to provide voice, data, video and image communication services through its established domestic and international network.
3) Salient terms of the Agreements
i) The purchased wavelength will be made available to DiGi Tel through multiple links throughout Malaysia to be delivered as part of the Agreements. The total value of the WPA and MSA is estimated at approximately RM139 million for the 10 year period.
ii) TTdC will fiberise, maintain and support parts of DiGi Tel's backhaul links between its aggregation wireless towers and its mobile switching centres (MSC).
iii) The WPA shall continue for a period of ten (10) years commencing from the actual ready for service date of the relevant link.
iv) The MSA shall continue until expiry of the WPA.
4) Rationale
The provision of the fibre optics infrastructure will enhance DiGi Tel's network to meet its growing and future mobile bandwidth demands of customers.
5) Financial Effects
The Agreements are not expected to have any material effect on the earnings, gearings and net assets of the DiGi Group for the financial year ending 31 December 2010.
6) Directors' and Major Shareholders' Interest
None of the Directors and/or major shareholders of DiGi and/or person connected to them have any direct or indirect interest in the Agreements.
7) Directors' Statement
The Board of Directors of DiGi is of the opinion that the Agreements are in the best interest of the Company.
This announcement is dated 14 December 2010.
PMETAL - Press Metal Berhad ("PMB") or ("the Company") - ACQUISITION OF NEW SUBSIDIARY COMPANY
Announcement Type: General Announcement
Company Name: PRESS METAL BERHAD
Stock Name: PMETAL
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: Press Metal Berhad ("PMB") or ("the Company")
- ACQUISITION OF NEW SUBSIDIARY COMPANY
Contents: PMB is pleased to announce that the Company had on 14 December 2010 acquired two (2) ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital of PRESS METAL BINTULU SDN BHD (Company No. 918822-X) ("PMBSB"), at par (hereinafter referred to as "the Acquisition").
Information on PMBSB
PMBSB was incorporated on 19 October 2010 in Malaysia under the Companies Act, 1965. The authorised share capital of PMBSB is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each while the issued and paid-up share capital is RM2.00 comprising 2 ordinary shares of RM1.00 each.
The principal activities of PMBSB will be the manufacturing and trading of aluminium products.
Financial Effects
The Acquisition will not have any material effect on the earnings per share, net assets per share, gearing and share capital of the Company for the financial year ending 31 December 2010.
The Acquisition will not have any effect on the substantial shareholders' shareholding of the Company.
Directors' and Major Shareholders' Interests
None of the Directors or Major Shareholders and persons connected to the Directors or Major Shareholders of PMB is deemed interested in the Acquisition.
Statement by Directors
The Board of Directors of PMB is of the opinion that the Acquisition is in the best interests of PMB.
This announcement is dated 14 December 2010.
Company Name: PRESS METAL BERHAD
Stock Name: PMETAL
Date Announced: 14/12/2010
Announcement Detail:
Type: Announcement
Subject: Press Metal Berhad ("PMB") or ("the Company")
- ACQUISITION OF NEW SUBSIDIARY COMPANY
Contents: PMB is pleased to announce that the Company had on 14 December 2010 acquired two (2) ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital of PRESS METAL BINTULU SDN BHD (Company No. 918822-X) ("PMBSB"), at par (hereinafter referred to as "the Acquisition").
Information on PMBSB
PMBSB was incorporated on 19 October 2010 in Malaysia under the Companies Act, 1965. The authorised share capital of PMBSB is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each while the issued and paid-up share capital is RM2.00 comprising 2 ordinary shares of RM1.00 each.
The principal activities of PMBSB will be the manufacturing and trading of aluminium products.
Financial Effects
The Acquisition will not have any material effect on the earnings per share, net assets per share, gearing and share capital of the Company for the financial year ending 31 December 2010.
The Acquisition will not have any effect on the substantial shareholders' shareholding of the Company.
Directors' and Major Shareholders' Interests
None of the Directors or Major Shareholders and persons connected to the Directors or Major Shareholders of PMB is deemed interested in the Acquisition.
Statement by Directors
The Board of Directors of PMB is of the opinion that the Acquisition is in the best interests of PMB.
This announcement is dated 14 December 2010.
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