FBMKLCI-EA - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Announcement Type: General Announcement
Company Name: FTSE BURSA MALAYSIA KLCI ETF
Stock Name: FBMKLCI-EA
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: FBM KLCI etf - Valuation Point as at 24 March 2011
Attachments: FBM KLCI etf 20110324.xls
Company Name: FTSE BURSA MALAYSIA KLCI ETF
Stock Name: FBMKLCI-EA
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: FBM KLCI etf - Valuation Point as at 24 March 2011
Attachments: FBM KLCI etf 20110324.xls
CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Announcement Type: General Announcement
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE ASEAN 40 MALAYSIA
Stock Name: CIMBA40
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: Fund: CIMB FTSE ASEAN 40 Malaysia
Date: 24-Mar-2011
NAV per unit (RM): 1.5229
Units in circulation (units): 8,100,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10,323.44
Attachments: ASEAN_40_24_03_2011.pdf
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE ASEAN 40 MALAYSIA
Stock Name: CIMBA40
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: Fund: CIMB FTSE ASEAN 40 Malaysia
Date: 24-Mar-2011
NAV per unit (RM): 1.5229
Units in circulation (units): 8,100,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10,323.44
Attachments: ASEAN_40_24_03_2011.pdf
CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Announcement Type: General Announcement
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE CHINA 25
Stock Name: CIMBC25
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: Fund: CIMB FTSE China 25
Date: 24-Mar-2011
NAV per unit (RM): 1.0095
Units in circulation (units): 19,500,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 19,141.61
Attachments: CIMB_FTSE_China_24_03_2011.pdf
Submitting Merchant Bank: DEUTSCHE BANK (MALAYSIA) BERHAD
Company Name: CIMB FTSE CHINA 25
Stock Name: CIMBC25
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
Description: Fund: CIMB FTSE China 25
Date: 24-Mar-2011
NAV per unit (RM): 1.0095
Units in circulation (units): 19,500,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 19,141.61
Attachments: CIMB_FTSE_China_24_03_2011.pdf
INSAS - MEMORANDUM OF UNDERSTANDING
Announcement Type: General Announcement
Company Name: INSAS BERHAD
Stock Name: INSAS
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: MEMORANDUM OF UNDERSTANDING
Description: INSAS BERHAD ("Insas" or "the Company")
Memorandum of Understanding for the Proposed Disposal of 51% Equity Interest in J&C Pacific Sdn Bhd
Company Name: INSAS BERHAD
Stock Name: INSAS
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: MEMORANDUM OF UNDERSTANDING
Description: INSAS BERHAD ("Insas" or "the Company")
Memorandum of Understanding for the Proposed Disposal of 51% Equity Interest in J&C Pacific Sdn Bhd
UMW - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS): DEALINGS OUTSIDE CLOSED PERIOD
Announcement Type: General Announcement
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
Description: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Principal Officers of UMW had transacted in the securities of UMW, as set out in Table 1 below.
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
Description: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Principal Officers of UMW had transacted in the securities of UMW, as set out in Table 1 below.
TAANN - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
Announcement Type: General Announcement
Company Name: TA ANN HOLDINGS BERHAD
Stock Name: TAANN
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
Description: The Board of Directors of Ta Ann Holdings Berhad is please to announcement that the Group's production figures for the month of FEBRUARY 2011 were as follows:-
(1) Log - 26,083 cubic metres
(2) Fresh Fruit Bunches - 21,420 metric tonnes
(3) Crude Palm Oil - 3,512 metric tonnes
(4) Palm Kernel - 627 metric tonnes
Company Name: TA ANN HOLDINGS BERHAD
Stock Name: TAANN
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
Description: The Board of Directors of Ta Ann Holdings Berhad is please to announcement that the Group's production figures for the month of FEBRUARY 2011 were as follows:-
(1) Log - 26,083 cubic metres
(2) Fresh Fruit Bunches - 21,420 metric tonnes
(3) Crude Palm Oil - 3,512 metric tonnes
(4) Palm Kernel - 627 metric tonnes
TIMECOM - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: CIMB Investment Bank Berhad
Company Name: TIME DOTCOM BERHAD
Stock Name: TIMECOM
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: OTHERS
Description: TIME DOTCOM BERHAD ("TdC" OR "COMPANY")
• PROPOSED ACQUISITIONS OF 100% EQUITY STAKES IN GLOBAL TRANSIT COMMUNICATIONS SDN BHD ("GTC"), GLOBAL TRANSIT LIMITED (LABUAN) ("GTL") AND GLOBAL TRANSIT ENTITIES AND AIMS GROUP ("PROPOSED ACQUISITIONS")
• PROPOSED CAPITAL REPAYMENT PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ("PROPOSED CAPITAL REPAYMENT")
• PROPOSED CAPITAL RESTRUCTURING COMPRISING:
- PROPOSED CAPITAL REDUCTION OF TdC'S EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF RM2,530,775,000 COMPRISING 2,530,775,000 SHARES OF RM1.00 EACH IN TdC VIA CANCELLATION OF RM0.90 OF THE PAR VALUE OF TdC PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ("PROPOSED CAPITAL REDUCTION")
- PROPOSED SET-OFF OF TdC'S SHARE PREMIUM ACCOUNT AGAINST THE ACCUMULATED LOSSES OF TdC
- PROPOSED SHARE CONSOLIDATION OF 2,530,775,000 ORDINARY SHARES OF RM0.10 (AFTER THE PROPOSED CAPITAL REDUCTION) INTO 506,155,000 TdC SHARES, ON THE BASIS OF FIVE (5) ORDINARY SHARES OF RM0.10 EACH IN TDC INTO ONE (1) ORDINARY SHARE OF RM0.50 EACH IN TdC
("PROPOSED CAPITAL RESTRUCTURING")
(PROPOSED ACQUISITIONS, PROPOSED CAPITAL REPAYMENT AND PROPOSED RESTRUCTURING ARE COLLECTIVELY REFERRED TO AS "PROPOSALS")
Submitting Merchant Bank: CIMB Investment Bank Berhad
Company Name: TIME DOTCOM BERHAD
Stock Name: TIMECOM
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: OTHERS
Description: TIME DOTCOM BERHAD ("TdC" OR "COMPANY")
• PROPOSED ACQUISITIONS OF 100% EQUITY STAKES IN GLOBAL TRANSIT COMMUNICATIONS SDN BHD ("GTC"), GLOBAL TRANSIT LIMITED (LABUAN) ("GTL") AND GLOBAL TRANSIT ENTITIES AND AIMS GROUP ("PROPOSED ACQUISITIONS")
• PROPOSED CAPITAL REPAYMENT PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ("PROPOSED CAPITAL REPAYMENT")
• PROPOSED CAPITAL RESTRUCTURING COMPRISING:
- PROPOSED CAPITAL REDUCTION OF TdC'S EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF RM2,530,775,000 COMPRISING 2,530,775,000 SHARES OF RM1.00 EACH IN TdC VIA CANCELLATION OF RM0.90 OF THE PAR VALUE OF TdC PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ("PROPOSED CAPITAL REDUCTION")
- PROPOSED SET-OFF OF TdC'S SHARE PREMIUM ACCOUNT AGAINST THE ACCUMULATED LOSSES OF TdC
- PROPOSED SHARE CONSOLIDATION OF 2,530,775,000 ORDINARY SHARES OF RM0.10 (AFTER THE PROPOSED CAPITAL REDUCTION) INTO 506,155,000 TdC SHARES, ON THE BASIS OF FIVE (5) ORDINARY SHARES OF RM0.10 EACH IN TDC INTO ONE (1) ORDINARY SHARE OF RM0.50 EACH IN TdC
("PROPOSED CAPITAL RESTRUCTURING")
(PROPOSED ACQUISITIONS, PROPOSED CAPITAL REPAYMENT AND PROPOSED RESTRUCTURING ARE COLLECTIVELY REFERRED TO AS "PROPOSALS")
SWEEJOO - OTHERS: SWEE JOO BERHAD ("SJB" OR "COMPANY") - ARTICLE IN THE STAR
Announcement Type: General Announcement
Company Name: SWEE JOO BERHAD
Stock Name: SWEEJOO
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: OTHERS
Description: SWEE JOO BERHAD ("SJB" OR "COMPANY")
- ARTICLE IN THE STAR
Company Name: SWEE JOO BERHAD
Stock Name: SWEEJOO
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: OTHERS
Description: SWEE JOO BERHAD ("SJB" OR "COMPANY")
- ARTICLE IN THE STAR
KOSSAN - General Announcement
Announcement Type: General Announcement
Company Name: KOSSAN RUBBER INDUSTRIES BERHAD
Stock Name: KOSSAN
Date Announced: 24/03/2011
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: IJ-110324-41436
Subject: Proposed Acquisition of 51% Equity Equity of Cleanera HK Limited ("CHKL") from Inout Enterprise ("IE") and Soode Optik Pte Ltd ("SO") for a Total Consideration of US$ 3,060,000
Description: We refer to Bursa' letter dated 24 March 2011, in respect of the above matter.
1. The purchase consideration has not been paid yet. Base on today's prevailing rate of RM 3.035 to USD1.00, the consideration in Ringgit is estimated to be RM9,287,100;
2. The breakdown of CHKL shares held by IE and SO are 1,458,225 and 158,300 respectively;
3. The latest time frame for full settlement of the purchase price is 30 June 2011;
4. The unaudited management accounts of CHKL for the year ended 31 December 2010 has a net worth of USD 3 million. The terms of the acquisition provides that the Purchase Price is subject to satisfactory completion of due diligence and review of the management accounts to verify the above;
5. Particulars of the 5 trademarks that CHKL shall be entitled to
No./ Trade Marks /Country / Registered #/ Class / Registered Owner
1. CleanEra, China, 3714207, Class 24, Inout Enterpise Pte Ltd
2. CleanEra, China, 3714208, Class 21, Inout Enterpise Pte Ltd
3. CleanEra, Japan, 4791277, NA, Inout Enterpise Pte Ltd
4. CleanEra, Malaysia, 03017069, Class 24,Inout Enterpise Pte Ltd
5. CleanEra, Singapore, T03/12971H, Class 03,Inout Enterpise Pte Ltd
6.
a. The directors and major shareholders of IE are:
Directors:
Name / National
Neo Sek Ghee, Singapore
Teo Ting Sai, Singapore
Ang Hwee Tong Matthew , Singapore
Masahiko Kawakami, Japan
Major shareholders (holding more than 10%)
Name / Shareholdings/ National / Country of Incorporation
Soode Optik Pte Lte, 558,822, Singapore
Soode (S.E.A) Pte Ltd, 360,000 , Singapore
Chugai Shoko Co Ltd, 214,038 , Japan
Takayuki Sode , 179,400 , Japan
b. The directors and major shareholders of SO are:
Directors:
Name / National
Kee Ong Kwah @ Kee Simon, Singapore
Neo Sek Ghee, Singapore
Hajime Akaoka , Japan
Lee Yee Pau , Singapore
Takayuki Sode , Singapore
Major shareholders (holding more than 10%)
Name / Shareholdings/ National / Country of Incorporation
Kee Ong Kwah @ Simon Kee, 300,754 , Singapore
Kang Yew Eng , 215,671 , Singapore
Neo Sek Ghee , 328,755 , Singapore
Yeo Ting Sai , 215,671, Singapore
Soode Nagano Co Ltd , 606,200 , Japan
Takayuki Sode , 454,649 , Japan
7. Based on the latest audited accounts of CHKL for the year ended 31 December 2009, the Net assets and Net Profits are HK$ 23,121,806 and HK$ 10,643,909 respectively. Converted at HK$ 7.77 to USD 1.00 at prevailing rate as at 31 December 2009, the Net Assets and Net Profits are USD 2,975,779 and USD 1,369,872
8. The principal markets of CHKL are mainly in the electronics, health and safety industries. In the financial year ended 31 December 2009, CHKL's sales to domestic and foreign market are 10% and 90% respectively.
9. Besides the willing-buyer and willing-seller basis, the fact that Kossan is venturing into clean-room gloves that yield higher value added gloves that complements the Company's core business of manufacture and sale of examination and medical gloves. The current facilities of CHKL provide immediate services to the above clean-room gloves.
10. based on the unaudited management accounts for the year ended 31 December 2010, the particulars of liabilities assumed by the Company includes trade and other payables of USD 311,789; hire purchase creditors of USD 130,037; and Provision for taxation and deferred taxation of USD 91,243. There are no contingent liabilities. The guarantees to be assumed will be for the same amount for the hire purchase outstanding of USD 130,037.
Query Letter content: We refer to your Company's announcement dated 23 March 2011, in respect of the
aforesaid matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
Quantification of the purchase consideration in Ringgit Malaysia and the
exchange rate used;
The breakdown of CHKL's shares held by IE and SO respectively;
The timeframe for full settlement of the purchase consideration;
Further elaboration on the salient term of the agreement in respect of
"provisional net worth of CHKL must be at least USD 3 million";
The particulars of the 6 trademarks that CHKL shall be entitled to;
The directors and major shareholders of IE and SO together with their
respective shareholdings in IE and SO;
Quantification of the Net Assets and Net Profits of CHKL based on the latest
audited financial statements;
The principal markets for CHKL's products together with the percentage of sales
broken down between domestic and foreign markets based on the latest audited
financial statements of CHKL;
The basis in arriving at the purchase consideration other than willing-buyer
willing-seller basis; and
The particulars of all liabilities, including contingent liabilities and
guarantees to be assumed by the Company arising from the acquisition.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
HENG TECK HENG
Head, Issuers
Listing Division
Regulation
HTH/IJ
copy to:- General Manager & Head, Market Surveillance, Securities Commission
(via fax)
Company Name: KOSSAN RUBBER INDUSTRIES BERHAD
Stock Name: KOSSAN
Date Announced: 24/03/2011
Announcement Detail:
Type: Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID: IJ-110324-41436
Subject: Proposed Acquisition of 51% Equity Equity of Cleanera HK Limited ("CHKL") from Inout Enterprise ("IE") and Soode Optik Pte Ltd ("SO") for a Total Consideration of US$ 3,060,000
Description: We refer to Bursa' letter dated 24 March 2011, in respect of the above matter.
1. The purchase consideration has not been paid yet. Base on today's prevailing rate of RM 3.035 to USD1.00, the consideration in Ringgit is estimated to be RM9,287,100;
2. The breakdown of CHKL shares held by IE and SO are 1,458,225 and 158,300 respectively;
3. The latest time frame for full settlement of the purchase price is 30 June 2011;
4. The unaudited management accounts of CHKL for the year ended 31 December 2010 has a net worth of USD 3 million. The terms of the acquisition provides that the Purchase Price is subject to satisfactory completion of due diligence and review of the management accounts to verify the above;
5. Particulars of the 5 trademarks that CHKL shall be entitled to
No./ Trade Marks /Country / Registered #/ Class / Registered Owner
1. CleanEra, China, 3714207, Class 24, Inout Enterpise Pte Ltd
2. CleanEra, China, 3714208, Class 21, Inout Enterpise Pte Ltd
3. CleanEra, Japan, 4791277, NA, Inout Enterpise Pte Ltd
4. CleanEra, Malaysia, 03017069, Class 24,Inout Enterpise Pte Ltd
5. CleanEra, Singapore, T03/12971H, Class 03,Inout Enterpise Pte Ltd
6.
a. The directors and major shareholders of IE are:
Directors:
Name / National
Neo Sek Ghee, Singapore
Teo Ting Sai, Singapore
Ang Hwee Tong Matthew , Singapore
Masahiko Kawakami, Japan
Major shareholders (holding more than 10%)
Name / Shareholdings/ National / Country of Incorporation
Soode Optik Pte Lte, 558,822, Singapore
Soode (S.E.A) Pte Ltd, 360,000 , Singapore
Chugai Shoko Co Ltd, 214,038 , Japan
Takayuki Sode , 179,400 , Japan
b. The directors and major shareholders of SO are:
Directors:
Name / National
Kee Ong Kwah @ Kee Simon, Singapore
Neo Sek Ghee, Singapore
Hajime Akaoka , Japan
Lee Yee Pau , Singapore
Takayuki Sode , Singapore
Major shareholders (holding more than 10%)
Name / Shareholdings/ National / Country of Incorporation
Kee Ong Kwah @ Simon Kee, 300,754 , Singapore
Kang Yew Eng , 215,671 , Singapore
Neo Sek Ghee , 328,755 , Singapore
Yeo Ting Sai , 215,671, Singapore
Soode Nagano Co Ltd , 606,200 , Japan
Takayuki Sode , 454,649 , Japan
7. Based on the latest audited accounts of CHKL for the year ended 31 December 2009, the Net assets and Net Profits are HK$ 23,121,806 and HK$ 10,643,909 respectively. Converted at HK$ 7.77 to USD 1.00 at prevailing rate as at 31 December 2009, the Net Assets and Net Profits are USD 2,975,779 and USD 1,369,872
8. The principal markets of CHKL are mainly in the electronics, health and safety industries. In the financial year ended 31 December 2009, CHKL's sales to domestic and foreign market are 10% and 90% respectively.
9. Besides the willing-buyer and willing-seller basis, the fact that Kossan is venturing into clean-room gloves that yield higher value added gloves that complements the Company's core business of manufacture and sale of examination and medical gloves. The current facilities of CHKL provide immediate services to the above clean-room gloves.
10. based on the unaudited management accounts for the year ended 31 December 2010, the particulars of liabilities assumed by the Company includes trade and other payables of USD 311,789; hire purchase creditors of USD 130,037; and Provision for taxation and deferred taxation of USD 91,243. There are no contingent liabilities. The guarantees to be assumed will be for the same amount for the hire purchase outstanding of USD 130,037.
Query Letter content: We refer to your Company's announcement dated 23 March 2011, in respect of the
aforesaid matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
Quantification of the purchase consideration in Ringgit Malaysia and the
exchange rate used;
The breakdown of CHKL's shares held by IE and SO respectively;
The timeframe for full settlement of the purchase consideration;
Further elaboration on the salient term of the agreement in respect of
"provisional net worth of CHKL must be at least USD 3 million";
The particulars of the 6 trademarks that CHKL shall be entitled to;
The directors and major shareholders of IE and SO together with their
respective shareholdings in IE and SO;
Quantification of the Net Assets and Net Profits of CHKL based on the latest
audited financial statements;
The principal markets for CHKL's products together with the percentage of sales
broken down between domestic and foreign markets based on the latest audited
financial statements of CHKL;
The basis in arriving at the purchase consideration other than willing-buyer
willing-seller basis; and
The particulars of all liabilities, including contingent liabilities and
guarantees to be assumed by the Company arising from the acquisition.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
HENG TECK HENG
Head, Issuers
Listing Division
Regulation
HTH/IJ
copy to:- General Manager & Head, Market Surveillance, Securities Commission
(via fax)
KOSSAN - General Announcement
Announcement Type: General Announcement
Company Name: KOSSAN RUBBER INDUSTRIES BERHAD
Stock Name: KOSSAN
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description: ACQUISITION OF 51% OF THE PAID UP CAPITAL OF CLEANERA HK LIMITED ("CHKL") BY KOSSAN FOR A TOTAL CASH CONSIDERATION OF USD 3,060,000 ("ACQUISITION")
1. INTRODUCTION
The Board of Directors of KOSSAN wishes to announce that the Company had on 23 March 2011 entered into a Share Sale Agreement ("SSA") with INOUT ENTERPRISE PTE LTD ("IE") and SOODE OPTIK PTE LTD ("SO") for the acquisition of 51% of the issued and paid up capital of CHKL for a total cash consideration of USD 3,060,000 ("Cash Consideration").
2. DETAILS OF THE ACQUISITION
2.1 SALIENT TERMS OF THE AGREEMENT
The salient terms of the Agreement are as follows:
1. The Cash Consideration will be paid in 3 tranches - USD 306,000 upon signing of
SSA, USD 1,530,000 upon completion of due diligence and USD 1,224,000 upon completion of share transfer;
2. The provisional net worth of CHKL must be at least USD 3 million;
3. The cut-off date for completion of the SSA is on 30 June 2011 ("Cut-off Date");
4. IE and SO will not engage in any similar business as CHKL within 2 years from the date of the completion of the SSA;
5. CHKL shall be entitled to the 5 trademarks currently in the name of IE.
2.2 INFORMATION ON IE, SO AND CHKL
2.2.1 IE
IE is a private limited company incorporated under the law of Singapore on 8 March 1991. IE is a general wholesale trader. The registered capital of IE is S$1,752,500.
None of the Directors and substantial shareholders of KOSSAN or persons connected to them are related to IE.
2.2.2 SO
SO is a private limited company incorporated under the law of Singapore on 19 April 1988. SO is principally involved in the manufacture of dies, tools, jigs and fixtures. The registered capital of SO is S$2,121,700.
None of the Directors and substantial shareholders of KOSSAN or persons connected to them are related to SO.
2.2.3 CHKL
CHKL is a private limited company incorporated under the law of Hong Kong on 15 September 2004. CHKL, through its wholly owned subsidiary Dongguan Cleanera Cleanroom Products Company Limited, is principally involved in the manufacturing of cleanroom products such as masks, wipes and gloves. The registered capital and the issued and paid up capital of CHKL is USD 2.77 million made up of 2 million Class A shares at USD1.00 per share and 1 million Class B shares at USD0.77 per share.
Based on the unaudited consolidated financial statements of CHKL for the financial year ended 31 December 2010, CHKL has net asset attributable to equity shareholders of USD3,000,000 and net assets of USD3,533,069.
2.3 BASIS OF ARRIVING AT THE CASH CONSIDERATION
The Cash Consideration was arrived at based on a willing-buyer willing-seller basis. The Cash Consideration will be funded entirely from internally generated funds of the Company.
3. RATIONALE FOR THE ACQUISITION
The Acquisition is part of Kossan's expansion plan to venture into higher value added gloves that complements the Company's core business of manufacture and sale of examination and medical gloves. The Acquisition is expected to contribute positively to the future earnings of the Kossan Group.
4. RISK FACTORS
Save for the normal business and global economic risk, the Board of Directors of Kossan is not aware of any other risk factors which may arise as a result of the Acquisition.
5. PROSPECTS
Barring unforeseen circumstances, the Kossan Group expects the Acquisition to contribute positively to the future earnings of the Group as the business complements the group's existing business and provides natural expansion into the clean room gloves used in the electrical and electronic manufacturing sectors.
6. FINANCIAL EFFECTS
6.1. Share Capital
The Acquisition will not have any effect on the issued and paid-up share capital of Kossan.
6.2 Net Assets ("NA")
Based on the audited consolidated financial statements of Kossan for the financial year ended 31 December 2009, the Acquisition will not have any material effect on the net assets of the Kossan Group.
6.3 Earnings
The Acquisition is not expected to have material effect on the financial performance of the Kossan Group for the financial year ending 31 December 2011. In the absence of unforeseen circumstances, the Acquisition is expected to contribute positively to the future earnings of the Kossan Group.
6.4 Gearing
The Acquisition is not expected to have any effect on the gearing of the Kossan Group as the Cash Consideration will be funded entirely from internally generated funds of the Company.
6.5 Substantial Shareholding Structure
The Acquisition will not have any effect on the substantial shareholding structure of Kossan as the consideration is fully satisfied by internally generated funds.
7. APPROVALS REQUIRED
The Acquisition is not subject to the approval of the shareholders of the Company or any regulatory authorities.
8. INTEREST OF DIRECTORS', MAJOR SHAREHOLDERS' AND PERSONS CONNECTED
None of the Directors or major shareholders of Kossan or persons connected to them have any interest, direct or indirect, in the Acquisition.
9. DIRECTORS' STATEMENT
The Board of Directors of Kossan having considered all aspects of the Acquisition is of the opinion that the Acquisition is in the best interest of the Kossan Group.
10. ESTIMATED TIME FRAME FOR COMPLETION
The acquisition of CHKL is expected to be completed by June 2011.
11. PERCENTAGE RATIO
The highest percentage ratio applicable to the Acquisition of CHKL pursuant to Rule 10.02 of the Listing Requirements of Bursa Malaysia Securities Berhad for the Main Market is 2.61% based on the latest Audited Financial Statements of Kossan as at 31 December 2009.
12. DOCUMENTS FOR INSPECTION
The copy of SSA will be made available for inspection at the registered office of Kossan at Wisma Kossan, Lot 782, Jalan Sungai Putus, Off Batu 3 , Jalan Kapar, 42100 Klang, Selangor Darul Ehsan from Mondays to Fridays (except for public holidays) during mormal business hours for a period of three months from the date of this announcement.
This announcement is dated 24 March 2011.
Company Name: KOSSAN RUBBER INDUSTRIES BERHAD
Stock Name: KOSSAN
Date Announced: 24/03/2011
Announcement Detail:
Type: Announcement
Subject: TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description: ACQUISITION OF 51% OF THE PAID UP CAPITAL OF CLEANERA HK LIMITED ("CHKL") BY KOSSAN FOR A TOTAL CASH CONSIDERATION OF USD 3,060,000 ("ACQUISITION")
1. INTRODUCTION
The Board of Directors of KOSSAN wishes to announce that the Company had on 23 March 2011 entered into a Share Sale Agreement ("SSA") with INOUT ENTERPRISE PTE LTD ("IE") and SOODE OPTIK PTE LTD ("SO") for the acquisition of 51% of the issued and paid up capital of CHKL for a total cash consideration of USD 3,060,000 ("Cash Consideration").
2. DETAILS OF THE ACQUISITION
2.1 SALIENT TERMS OF THE AGREEMENT
The salient terms of the Agreement are as follows:
1. The Cash Consideration will be paid in 3 tranches - USD 306,000 upon signing of
SSA, USD 1,530,000 upon completion of due diligence and USD 1,224,000 upon completion of share transfer;
2. The provisional net worth of CHKL must be at least USD 3 million;
3. The cut-off date for completion of the SSA is on 30 June 2011 ("Cut-off Date");
4. IE and SO will not engage in any similar business as CHKL within 2 years from the date of the completion of the SSA;
5. CHKL shall be entitled to the 5 trademarks currently in the name of IE.
2.2 INFORMATION ON IE, SO AND CHKL
2.2.1 IE
IE is a private limited company incorporated under the law of Singapore on 8 March 1991. IE is a general wholesale trader. The registered capital of IE is S$1,752,500.
None of the Directors and substantial shareholders of KOSSAN or persons connected to them are related to IE.
2.2.2 SO
SO is a private limited company incorporated under the law of Singapore on 19 April 1988. SO is principally involved in the manufacture of dies, tools, jigs and fixtures. The registered capital of SO is S$2,121,700.
None of the Directors and substantial shareholders of KOSSAN or persons connected to them are related to SO.
2.2.3 CHKL
CHKL is a private limited company incorporated under the law of Hong Kong on 15 September 2004. CHKL, through its wholly owned subsidiary Dongguan Cleanera Cleanroom Products Company Limited, is principally involved in the manufacturing of cleanroom products such as masks, wipes and gloves. The registered capital and the issued and paid up capital of CHKL is USD 2.77 million made up of 2 million Class A shares at USD1.00 per share and 1 million Class B shares at USD0.77 per share.
Based on the unaudited consolidated financial statements of CHKL for the financial year ended 31 December 2010, CHKL has net asset attributable to equity shareholders of USD3,000,000 and net assets of USD3,533,069.
2.3 BASIS OF ARRIVING AT THE CASH CONSIDERATION
The Cash Consideration was arrived at based on a willing-buyer willing-seller basis. The Cash Consideration will be funded entirely from internally generated funds of the Company.
3. RATIONALE FOR THE ACQUISITION
The Acquisition is part of Kossan's expansion plan to venture into higher value added gloves that complements the Company's core business of manufacture and sale of examination and medical gloves. The Acquisition is expected to contribute positively to the future earnings of the Kossan Group.
4. RISK FACTORS
Save for the normal business and global economic risk, the Board of Directors of Kossan is not aware of any other risk factors which may arise as a result of the Acquisition.
5. PROSPECTS
Barring unforeseen circumstances, the Kossan Group expects the Acquisition to contribute positively to the future earnings of the Group as the business complements the group's existing business and provides natural expansion into the clean room gloves used in the electrical and electronic manufacturing sectors.
6. FINANCIAL EFFECTS
6.1. Share Capital
The Acquisition will not have any effect on the issued and paid-up share capital of Kossan.
6.2 Net Assets ("NA")
Based on the audited consolidated financial statements of Kossan for the financial year ended 31 December 2009, the Acquisition will not have any material effect on the net assets of the Kossan Group.
6.3 Earnings
The Acquisition is not expected to have material effect on the financial performance of the Kossan Group for the financial year ending 31 December 2011. In the absence of unforeseen circumstances, the Acquisition is expected to contribute positively to the future earnings of the Kossan Group.
6.4 Gearing
The Acquisition is not expected to have any effect on the gearing of the Kossan Group as the Cash Consideration will be funded entirely from internally generated funds of the Company.
6.5 Substantial Shareholding Structure
The Acquisition will not have any effect on the substantial shareholding structure of Kossan as the consideration is fully satisfied by internally generated funds.
7. APPROVALS REQUIRED
The Acquisition is not subject to the approval of the shareholders of the Company or any regulatory authorities.
8. INTEREST OF DIRECTORS', MAJOR SHAREHOLDERS' AND PERSONS CONNECTED
None of the Directors or major shareholders of Kossan or persons connected to them have any interest, direct or indirect, in the Acquisition.
9. DIRECTORS' STATEMENT
The Board of Directors of Kossan having considered all aspects of the Acquisition is of the opinion that the Acquisition is in the best interest of the Kossan Group.
10. ESTIMATED TIME FRAME FOR COMPLETION
The acquisition of CHKL is expected to be completed by June 2011.
11. PERCENTAGE RATIO
The highest percentage ratio applicable to the Acquisition of CHKL pursuant to Rule 10.02 of the Listing Requirements of Bursa Malaysia Securities Berhad for the Main Market is 2.61% based on the latest Audited Financial Statements of Kossan as at 31 December 2009.
12. DOCUMENTS FOR INSPECTION
The copy of SSA will be made available for inspection at the registered office of Kossan at Wisma Kossan, Lot 782, Jalan Sungai Putus, Off Batu 3 , Jalan Kapar, 42100 Klang, Selangor Darul Ehsan from Mondays to Fridays (except for public holidays) during mormal business hours for a period of three months from the date of this announcement.
This announcement is dated 24 March 2011.
No comments:
Post a Comment