1. INTRODUCTION
The Board of Directors of Benalec wishes to announce that Benalec Sdn. Bhd. (“BSB”), a wholly-owned subsidiary of the Company, has on 12 June 2015 acquired 1 ordinary share of RM1.00 each and subscribe 53,899 ordinary shares of RM1.00 each representing 49% of the total issued and paid-up share capital of Gabungan Khas Sdn. Bhd. (Company No. 1082987-X) (“GKSB”) (“GKSB Shares”), for a cash consideration of Ringgit Malaysia Fifty Three Thousand and Nine Hundred (RM53,900.00) only (“Acquisition and Subscription of GKSB Shares”). Upon the completion of the Acquisition and Subscription of GKSB Shares, GKSB will become a 49%-owned associate company of BSB and an indirect associate company of the Company and the Directors and Shareholders of GKSB are as follows:
i. The Directors of GKSB:
a) Bernard Boey Weng Onn
b) Rosly Bin Ahmad
c) Salehudin Bin Omar
ii. The Shareholders of GKSB:
|
Name of shareholders
|
Number of shares held in GKSB
|
%
|
|
Rosly Bin Ahmad
|
56,100
|
51%
|
|
BSB
|
53,900
|
49%
|
|
TOTAL
|
110,000
|
100%
|
2. INFORMATION ON BSB
BSB was incorporated on 29 April 1978 under the Companies Act, 1965 as a company limited by shares. As at to-date, the total issued and paid-up share capital of BSB is RM9,000,000.00 divided into 900,000 ordinary shares of RM10.00 each. BSB is principally engaged in marine construction and civil engineering.
3. INFORMATION ON GKSB
GKSB was incorporated on 3 March 2014 under the Companies Act, 1965 as a private company limited by shares. As at to-date, the total issued and paid-up share capital of GKSB is RM110,000.00 divided into 110,000 ordinary shares of RM1.00 each. The intended activity to be carried out by GKSB is to deal with port authorities and acting as liaising agent for clearance of vessels.
4. BASIS OF ARRIVING AT AND JUSTIFICATION FOR THE CONSIDERATION FOR THE ACQUISITION AND SUBSCRIPTION OF GKSB SHARES
The cash consideration for the Acquisition and Subscription of GKSB Shares is arrived at based on the par value of the shares i.e. RM1.00 per share.
5. RATIONALE AND BENEFITS FOR THE ACQUISITION AND SUBSCRIPTION OF GKSB SHARES
The Acquisition and Subscription of GKSB Shares is to deal with port authorities as liaising agent for clearance of vessels at the port.
6. EFFECTS OF THE ACQUISITION AND SUBSCRIPTION OF GKSB SHARES
The Acquisition and Subscription of GKSB Shares is not expected to have any material effect on the earnings per share, gearing and net assets per share of Benalec Group for the financial year ending 30 June 2015 and have no effect on the share capital and substantial shareholders’ shareholdings of the Company.
7. APPROVALS REQUIRED
The Acquisition and Subscription of GKSB Shares is not subject to the approval of the shareholders of Benalec or any other relevant authorities.
8. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the Directors of and/or major shareholders of Benalec and/or any persons connected with them, have any interest, direct or indirect in the Acquisition and Subscription of GKSB Shares.
9. HIGHEST PERCENTAGE RATIOS
The Acquisition and Subscription of GKSB Shares will not have any impact on any of the percentage ratios of Benalec pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
10. STATEMENT BY DIRECTORS
The Board of Directors of Benalec, having considered the Acquisition and Subscription of GKSB Shares, is of the opinion that it is in the best interest of Benalec Group.
This announcement is dated 12 June 2015.
