JTINTER - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
| Company Name | JT INTERNATIONAL BERHAD |
| Stock Name | JTINTER |
| Date Announced | 10 Jun 2014 |
| Category | General Announcement |
| Reference No | CC-140609-42961 |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | JT International Berhad ("JTI" or "the Company") Revised Take-Over Offer by JT International Holding B.V. ("Offeror") through CIMB Investment Bank Berhad ("CIMB") to acquire all the remaining ordinary shares of RM0.25 each in JTI which are not already held by the Offeror ("Offer Shares") at RM8.20 per Offer Share ("Revised Offer") |
We refer to the Company's announcements dated 31 March 2014, 21 April 2014, 21 May 2014, 22 May 2014 and 27 May 2014. We wish to inform that the Company has today received the attached press notice from CIMB, on behalf of the Offeror, informing that the Revised Offer has closed at 5.00 p.m. (Malaysian time) today, 10 June 2014 ("Closing Date"). On the Closing Date, the Offeror holds 256,700,447 ordinary shares of RM0.25 each in JTI, representing approximately 98.15% of the issued and paid-up share capital of JTI. As announced on 27 May 2014, the Offeror has received valid acceptances of not less than nine-tenths (9/10) in the nominal value of the Offer Shares and it is the intention of the Offeror to compulsorily acquire any remaining Offer Shares for which acceptances have not been received, in accordance with the provisions of the Capital Markets and Services Act, 2007. Accordingly, the Offeror will, within 2 months from 27 May 2014, give all shareholders who did not accept the Revised Offer, a notice in the manner prescribed under the Malaysian Code on Take-Overs and Mergers, 2010, to inform them of the Offeror's intention to compulsorily acquire their shares in JTI. This announcement is dated 10 June 2014. | |
HARVEST - MATERIAL LITIGATION
| Company Name | HARVEST COURT INDUSTRIES BHD |
| Stock Name | HARVEST |
| Date Announced | 10 Jun 2014 |
| Category | General Announcement |
| Reference No | CC-140610-65876 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | HARVEST COURT INDUSTRIES BERHAD (“HCIB” or “the Company”) - Kuala Lumpur High Court Suite No. : 22NCC-197-06/2014 Zenith City Investment Limited vs Harvest Court Industries Berhad & 6 Others |
1. Date of presentation of the Writ and Statement of Claim The Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce on 10 June 2014, the Company has received the seal copy of the Writ and Statement of Claim both dated 6 June 2014 from Messrs. Lim Chong Phang & Amy, the solicitors for Zenith City Investment Limited (“Plaintiff”). The Company is required within 14 days from the date of received the Writ to enter appearance, failing which, the Plaintiff will proceed to obtain judgment against the Company without further reference to the Company. 2.The particulars of the claim under the Writ and Statement of Claim, including the amount claimed for and the interest rate The Plaintiff’s claims included the following :- i) A declaration from the Directors of the Company on the breach of Section 151 of the Companies Act, 1965; ii) General damages for the breach of Section 151 of the Companies Act, 1965; iii) General damages for the breach of Company’s Articles of Association; iv) General damages for the loss by the Plaintiff arising from the actions taken by the Company and its Board of Directors; v) General damages on the negligence by the HCIB’s Board of Directors which caused the rights of the Plaintiff being affected; vi) Exemplary damages; vii) Aggravated damages; viii) Interest of 5% per annum calculated from the date of judgment sum until the date of full settlement; ix) Cost on full indemnity basis; and x) Any other order or relief granted by the Court. The Plaintiff also claims from the Company the following :- i) To return the Bank Draft in the sum of RM10,000.00 in favour of the Company within 7 days from the date of judgment or within 4 days from the date of serving the judgment to the Company; and ii) As alternative, if the said Bank Draft has expired, a payment of RM10,000.00 from the Company to the Plaintiff. (3) Details of the default or circumstances leading to the filing of the Writ sand Statement of Claim against HCIB The Company had on 12 May 2014 received the Notice Pursuant to Section 151 of the Companies Act, 1965 (“Notice”) dated 12 May 2014 from the Plaintiff proposed for resolution to appoint 3 additional directors, namely Datuk Chai Woon Chet, Wong Kwai Wah and Dato’ Seri Abdul Azim Bin Mohd Zabidi to be considered and passed at the Company’s intended Annual General Meeting (“AGM”) which is to be held on/before 30 June 2014. On 22 May 2014, the Company had called for a Board meeting to discuss on the Notice. The Board was informed by Datuk Raymond Chan Boon Siew, the Managing Director & Chief Executive Officer of the Company that he had on 9 May 2014 met with Datuk Chai Woon Chet (“Datuk Chai”) wherein Datuk Chai stated the following :- i) that he together with Zenith and/or other third parties collectively have about 33% to 34% shareholding in the Company; ii) that he has property development projects that he intends to inject into the Company but failed to provide any details supporting the same; iii) that Mr Kenneth Vun holds more than 10% of shareholding and is supporting him; and iv) that he together with Zenith and/or other third parties including but not limited to Mr Kenneth Vun (hereinafter known collectively as “the Requisitionists”) are attempting to circumvent the mandatory general offer. After due discussion, the Board was unable to form an opinion on the Notice and agreed to seek for legal opinions from the solicitors on the said matter. On 28 May 2014, the Company had called for another Board meeting to discuss the Notice. After due deliberation and considering the legal opinions from the solicitors, the Board decided that the Company not to comply with the Notice and proceed to hold its AGM on 20 June 2014 without circulating the Notice due to the following justification :- i) At all material times, there is no disclosure or notification from Mr. Kenneth Vun that he holds more than 10% of the Company's shares. Given the statements made by Datuk Chai at item (iii) above, Mr. Kenneth Vun whom is said to be holding more than 10% of the Company's shares may have breached Section 69E of the Act for failing to notify the Company of his substantial shareholding. ii) Further, in the event that the Requisitionists do collectively have 33% of the Company's shares, it is mandatory for them to make a general offer to the Company' shareholders as per Section 9(1) of the Malaysian Code on Take Overs and Mergers 2010 ("the Code"). iii) However, it seems that the Requisitionists may be attempting to bypass or avoid the mandatory general offer ("MGO") when they failed to formally disclose to the Company that they collectively have 33% or more of the Company's shares. Hence, there could be a possible breach of Section 9(1) of the Code. iv) Section 13(1) of the Code has an implied prohibition against participating in management of a target company without making a mandatory offer. The Board is of a view in light of the prohibition and the breaches aforesaid and further in their duty to protect the interest of all shareholders, have decided not to circulate the proposed resolutions. (4) The financial and operational impact of the Writ and Statement of Claim on the Group The Writ and Statement of Claim is not expected to have any material financial and operational impact on the Group. (5) The expected losses, if any, arising from the Writ and Statement of Claim The Company is not expected to incur any further loss arising from the Writ and Statement of Claim. (6) Steps taken and proposed to be taken in respect of the Writ and Statement of Claim HCIB is seeking the necessary legal advice to resolve and/or defend against this matter. Further announcement on the development of the above matter will be made to Bursa Malaysia Securities Berhad in due course. This announcement is dated 10 June 2014.
| |
No comments:
Post a Comment