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【ATAIMS 8176 交流专区】（前名 DENKO）
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发表于 24-10-2017 03:50 AM
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本帖最后由 icy97 于 26-10-2017 12:54 AM 编辑
能特工业通过大股东收购对手
2017年10月25日
（吉隆坡24日讯）执行主席兼大股东符志权（译音）计划注入其塑胶注塑业务至能特工业（DENKO，8176，主板工业产品股）。
能特工业昨日向交易所报备，已与符志权和拿督冯秋万（译音）签署纲领协议，拟以11亿8692万令吉，收购最大竞争对手Integrated Manufacturing Solutions私人有限公司（简称IMS）的620万股普通股，相等于全数股权。
IMS是一家从事制造和销售精密注塑件、空气过滤器和灭菌器、电器和电子元件和产品的组装，以及为电器和电子行业提供工具和模具的设计和制造服务；而符志权和冯秋万是IMS的股东。
符志权也是能特工业的执行主席兼大股东。
能特工业将通过配发10亿3210万4348股新股筹资，每股发售价为1.15令吉。
该公司称，收购计划是公司拓展塑料注塑业务策略的一部分，以提高营业额和客户群，且扩大产能，从而提升财务表现。
另外，能特工业还建议私下配售现有总发行股的10%，给身份待定的第三方投资者，配售价也待定。
假设私下配售1044亿6885股，每股1.15令吉，料可筹得约1201万令吉，将用于营运资本、资本开销和其他有关开销。【e南洋】
Type | Announcement | Subject | MULTIPLE PROPOSALS | Description | DENKO INDUSTRIAL CORPORATION BERHAD ("DENKO" OR THE "COMPANY")(I) HEADS OF AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN INTEGRATED MANUFACTURING SOLUTIONS SDN BHD (II) PROPOSED PRIVATE PLACEMENT OF UP TO 10,446,885 NEW ORDINARY SHARES OF DENKO REPRESENTING UP TO 10% OF THE EXISTING TOTAL NUMBER OF ISSUED SHARES OF DENKO TO THIRD PARTY INVESTORS ("PROPOSED PRIVATE PLACEMENT") | On behalf of the Board of Directors of Denko (“Board”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that the Company has on 23
October 2017, entered into a heads of agreement with Dato’ Sri Foo Chee Juan and Dato’ Fong Chiu Wan for the proposed acquisition of 6,200,000 ordinary
shares in Integrated Manufacturing Solutions Sdn Bhd (“IMS”), representing the entire equity interest in IMS, for an indicative purchase consideration of
RM1,186,920,000 to be satisfied via allotment and issuance of 1,032,104,348 new ordinary shares in Denko (“Denko Shares”) at an issue price fixed at RM1.15
per Denko Share (“Proposed Acquisition”).
Additionally, on behalf of the Board, AmInvestment Bank wishes to announce that the Company proposes to undertake the Proposed Private Placement.
Further details of the Proposed Acquisition and the Proposed Private Placement are set out in the attachment.
This announcement is dated 23 October 2017.
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http://www.bursamalaysia.com/market/listed-companies/company-announcements/5578533
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发表于 3-11-2017 04:23 AM
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| DENKO INDUSTRIAL CORPORATION BERHAD |
| 1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Private Placement | Details of corporate proposal | Private placement of up to 10,446,885 new ordinary shares of Denko Industrial Corporation Berhad ("Denko") ("Placement Shares") representing up to 10% of the existing total number of issued shares of Denko to third party investors ("Private Placement") | No. of shares issued under this corporate proposal | 4,178,700 | Issue price per share ($$) | Malaysian Ringgit (MYR) 1.1500 | Par Value($$) (if applicable) | Malaysian Ringgit (MYR) 0.000 | | Latest issued share capital after the above corporate proposal in the following | Units | 108,647,551 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 48,159,464.000 | Listing Date | 03 Nov 2017 |
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发表于 22-11-2017 03:43 AM
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本帖最后由 icy97 于 23-11-2017 02:54 AM 编辑
能特工业11.87亿购IMS
2017年11月22日
（吉隆坡21日讯）能特工业（DENKO，8176，主板工业产品股）以总值11亿8692万令吉，收购综合制造解决方案私人有限公司（简称IMS），借此扩展业务。
能特工业向交易所报备，与IMS股东拿督斯里符志权和拿督冯秋万（人名皆译音）签署有条件股权买卖协议，全购620万股。
符志权也是能特工业的执行主席兼大股东，持有50.22%股权。
能特工业将通过发行1亿700万新股，及分配9亿2510万4348新股，支付这项收购计划，发售价为每股1.15令吉。
配合这项收购，符志权持有的Oregon科技私人有限公司将会接收部分新股，并会配售高达2亿3200万股给第三方。
扩展模具业务
完成收购及配售后，符志权在能特工业的持股率将降低至41.95%，而冯秋万则从0%增加至32.97%。
IMS是一家从事制造和销售精密注塑件、空气过滤器和灭菌器、组装电器和电子配件和产品，以及为电器和电子行业设计与制造工具和模具，主要市场在大马。
能特工业和IMS都涉足注塑胶模具业务，且皆提供给电子电器产品领域的客户。因此，收购将作为扩展该业务策略的一部分，以扩大营业额、客户群和产能，进而改善业绩表现。
同时，发行新股将加强集团的财政状况，这不仅反映出更大的业务规模，也让集团有更大的空间举债。【e南洋】
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS | Description | DENKO INDUSTRIAL CORPORATION BERHAD ("DENKO" OR THE "COMPANY")PROPOSED ACQUISITION BY DENKO OF THE ENTIRE EQUITY INTEREST IN INTEGRATED MANUFACTURING SOLUTIONS SDN BHD FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM1.19 BILLION ("PROPOSED ACQUISITION") | Reference is made to the announcement dated 23 October 2017 in relation to, amongst others, the heads of agreement entered into by the Company with Dato’ Sri Foo Chee Juan and Dato’ Fong Chiu Wan (collectively referred to as the “Vendors”) on 23 October 2017.
On behalf of the Board of Directors of Denko, AmInvestment Bank Berhad wishes to announce that Denko had, on 21 November 2017, entered into a conditional share sale agreement with the Vendors for the proposed acquisition by Denko of 6,200,000 ordinary shares in Integrated Manufacturing Solutions Sdn Bhd for a purchase consideration of RM1,186,920,000 (“Purchase Consideration”).
The Purchase Consideration will be satisfied via the issuance of 107,000,000 new ordinary shares in Denko (“Denko Share(s)” or “Share(s)”) and 925,104,348 rights of allotment of new Denko Shares (“Rights of Allotment”) at an issue price of RM1.15 each. Further details of the mode of settlement and the Rights of Allotment are set out in the attachment.
In conjunction with the Proposed Acquisition, Oregon Technology Sdn Bhd, a company 99.99%-owned by Dato’ Sri Foo Chee Juan and being a designee of the Vendors to receive part of their Denko Shares and/ or Rights of Allotment (as the case may be) pursuant to the Proposed Acquisition, shall undertake a proposed placement of up to 232,000,000 Denko Shares to be issued arising from the exercise of such number of the Rights of Allotment, to third party investors to be identified.
Further details of the Proposed Acquisition are set out in the attachment.
This announcement is dated 21 November 2017. |
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5609041
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发表于 22-11-2017 06:05 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2017 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 30 Sep 2017 | 30 Sep 2016 | 30 Sep 2017 | 30 Sep 2016 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 28,950 | 22,703 | 56,794 | 46,707 | | 2 | Profit/(loss) before tax | 279 | 6 | -1,943 | 467 | | 3 | Profit/(loss) for the period | 269 | -18 | -1,958 | 443 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 269 | -18 | -1,958 | 443 | | 5 | Basic earnings/(loss) per share (Subunit) | 0.26 | -0.02 | -1.87 | 0.42 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.4173 | 0.5420
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发表于 29-11-2017 12:42 AM
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Name | OREGON TECHNOLOGY SDN BHD | Address | 88A, Jalan Harimau Tarum, Taman Century
Johor Bahru
80250 Johor
Malaysia. | Company No. | 1214291-X | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary Shares |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 23 Nov 2017 | 3,118,100 | Acquired | Direct Interest | Name of registered holder | Oregon Technology Sdn Bhd | Address of registered holder | 88A, Jalan Harimau Tarum Taman Century, 80250 Johor Bahru Johor | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | Acquisition of 3,118,100 shares in Denko Industrial Corporation Berhad ("Denko") | Nature of interest | Direct Interest | Direct (units) | 57,678,950 | Direct (%) | 53.088 | Indirect/deemed interest (units) |
| | Indirect/deemed interest (%) |
| | Total no of securities after change | 57,678,950 | Date of notice | 23 Nov 2017 | Date notice received by Listed Issuer | 24 Nov 2017 |
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发表于 8-12-2017 02:53 AM
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| DENKO INDUSTRIAL CORPORATION BERHAD |
| 1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Private Placement | Details of corporate proposal | Private placement of 10,446,800 new ordinary shares of Denko Industrial Corporation Berhad ("Denko") (Placement Shares) ("Private Placement") | No. of shares issued under this corporate proposal | 6,268,100 | Issue price per share ($$) | Malaysian Ringgit (MYR) 1.2300 | Par Value($$) (if applicable) |
| | Latest issued share capital after the above corporate proposal in the following | Units | 114,915,651 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 55,869,227.000 | Listing Date | 04 Dec 2017 |
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发表于 3-2-2018 06:21 AM
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| DENKO INDUSTRIAL CORPORATION BERHAD |
| 1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Acquisitions | Details of corporate proposal | Acquisition by Denko Industrial Corporation Berhad ("Denko") of the entire equity interest in Integrated Manufacturing Solutions Sdn Bhd for a purchase consideration of approximately RM1.19 billion via the issuance of 1,032,104,348 new Denko shares (which includes the granting of 925,104,348 rights of allotment of the new Denko shares) at an issue price of RM1.15 each ("Acquisition") | No. of shares issued under this corporate proposal | 107,000,000 | Issue price per share ($$) | Malaysian Ringgit (MYR) 1.1500 | Par Value($$) (if applicable) | Malaysian Ringgit (MYR) 0.000 | | Latest issued share capital after the above corporate proposal in the following | Units | 221,915,651 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 178,919,227.000 | Listing Date | 05 Feb 2018 |
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发表于 7-2-2018 01:54 AM
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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)| DENKO INDUSTRIAL CORPORATION BERHAD |
Particulars of Substantial Securities HolderName | DATO FONG CHIU WAN | Nationality/Country of incorporation | Singapore | Descriptions (Class) | Ordinary shares | Name & address of registered holder | Fong Chiu WanNo. 1, Jalan Sutera Kuning 4, Taman Sutera, 81200 Johor Bahru, Johor |
| Date interest acquired & no of securities acquired | Date interest acquired | 02 Feb 2018 | No of securities | 53,500,000 | Circumstances by reason of which Securities Holder has interest | Issuance of 53,500,000 new ordinary shares of Denko Industrial Corporation Berhad (Denko) at issue price of RM1.15 each relating to part settlement of the purchase consideration of the proposed acquisition of the entire equity of Integrated Manufacturing Solutions Sdn. Bhd. by Denko. | Nature of interest | Direct Interest |  | | Total no of securities after change | Direct (units) | 53,500,000 | Direct (%) | 24.11 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Date of notice | 02 Feb 2018 | Date notice received by Listed Issuer | 06 Feb 2018 |
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发表于 7-2-2018 01:56 AM
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Name | OREGON TECHNOLOGY SDN. BHD. | Address | 88A, JALAN HARIMAU TARUM
TAMAN CENTURY
JOHOR
80250 Johor
Malaysia. | Company No. | 1214291-X | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary shares |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 02 Feb 2018 | 53,500,000 | Others | Direct Interest | Name of registered holder | Oregon Technology Sdn. Bhd. | Address of registered holder | 88A, Jalan Harimau Tarum, Taman Century, 80250 Johor Bahru, Johor | Description of "Others" Type of Transaction | Others |
Circumstances by reason of which change has occurred | Issuance of 53,500,000 new ordinary shares of Denko Industrial Corporation Berhad (Denko) at issue price of RM1.15 each relating to part settlement of the purchase consideration of the proposed acquisition of the entire equity of Integrated Manufacturing Solutions Sdn Bhd by Denko. | Nature of interest | Direct Interest | Direct (units) | 111,178,950 | Direct (%) | 50.1 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Total no of securities after change | 111,178,950 | Date of notice | 02 Feb 2018 | Date notice received by Listed Issuer | 06 Feb 2018 |
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发表于 14-2-2018 03:54 AM
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Date of change | 13 Feb 2018 | Name | DATO' FONG CHIU WAN | Age | 54 | Gender | Female | Nationality | Singapore | Designation | Group Chief Executive Officer | Directorate | Executive | Type of change | Appointment | Qualifications | Dato' Fong Chiu Wan, a Singaporean Aged 54, obtained her Bachelor of Arts from University of Oregon, United States of America in 1987.She started her career with ATA Industrial Pte Ltd in 1987 as General Manager before setting up ATA Industrial (M) Sdn Bhd in 1993. | Working experience and occupation | She is currently a director of IMS Group and she is responsible for the financial, overall business development and Management of IMS Group. She also sits on the board of several private limited companies. | Directorships in public companies and listed issuers (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 | She holds 53,500,000 ordinary shares in Denko |
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发表于 14-2-2018 03:54 AM
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Date of change | 13 Feb 2018 | Name | MR BALACHANDRAN A/L GOVINDASAMY | Age | 43 | Gender | Male | Nationality | Malaysia | Designation | Chief Operating Officer | Directorate | Executive | Type of change | Appointment | Qualifications | Mr. Balachandran is the Group Chief Operating Officer of Integrated Manufacturing Solutions Sdn Bhd ("IMS"), responsible for the IMS Group's operations.He obtained a Diploma in Electronics from Federal Institute of Technology, Malaysia in 1995, and is a Qualified Lead Accessor after completing his training in Advanced Environmental Management Systems Auditing Course in 2004. | Working experience and occupation | He has 23 years of work experience in the electronics manufacturing sector and has been with ATA Industrial (M) Sdn Bhd for the last 17 years. |
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发表于 23-2-2018 04:05 AM
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| DENKO INDUSTRIAL CORPORATION BERHAD |
| 1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Acquisitions | Details of corporate proposal | Acquisition by Denko Industrial Corporation Berhad ("Denko") of the entire equity interest in Integrated Manufacturing Solutions Sdn Bhd for a purchase consideration of approximately RM1.19 billion via the issuance of 1,032,104,348 new Denko shares (which includes the granting of 925,104,348 rights of allotment of the new Denko shares) at an issue price of RM1.15 each ("Acquisition") | No. of shares issued under this corporate proposal | 925,104,348 | Issue price per share ($$) | Malaysian Ringgit (MYR) 1.1500 | Par Value($$) (if applicable) | Malaysian Ringgit (MYR) 0.000 | | Latest issued share capital after the above corporate proposal in the following | Units | 1,147,019,999 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 1,242,789,227.000 | Listing Date | 23 Feb 2018 |
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发表于 27-2-2018 05:39 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
31 Dec 2017 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Dec 2017 | 31 Dec 2016 | 31 Dec 2017 | 31 Dec 2016 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 34,165 | 24,330 | 90,959 | 71,036 | | 2 | Profit/(loss) before tax | 1,489 | -373 | -452 | 93 | | 3 | Profit/(loss) for the period | 1,111 | -491 | -844 | -49 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 1,111 | -491 | -844 | -49 | | 5 | Basic earnings/(loss) per share (Subunit) | 1.06 | -0.47 | -0.81 | -0.05 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.5003 | 0.5377
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发表于 27-2-2018 06:22 AM
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Name | OREGON TECHNOLOGY SDN. BHD. | Address | 88A, JALAN HARIMAU TARUM
TAMAN CENTURY
JOHOR
80250 Johor
Malaysia. | Company No. | 1214291-X | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary shares |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 21 Feb 2018 | 294,976,757 | Others | Direct Interest | Name of registered holder | Oregon Technology Sdn. Bhd. | Address of registered holder | 88A, Jalan Harimau Tarum, Taman Century, 80250 Johor Bahru, Johor | Description of "Others" Type of Transaction | Others |
Circumstances by reason of which change has occurred | Issuance of 294,976,757 new ordinary shares of Denko Industrial Corporation Berhad (Denko) at issue price of RM1.15 each relating to part settlement of the purchase consideration of the acquisition of the entire equity of Integrated Manufacturing Solutions Sdn. Bhd. by Denko. | Nature of interest | Direct Interest | Direct (units) | 406,155,707 | Direct (%) | 35.41 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Total no of securities after change | 406,155,707 | Date of notice | 21 Feb 2018 | Date notice received by Listed Issuer | 26 Feb 2018 |
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发表于 27-2-2018 06:23 AM
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Name | DATO FONG CHIU WAN | Nationality/Country of incorporation | Singapore | Descriptions (Class) | Ordinary shares |
Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | | 1 | 21 Feb 2018 | 294,976,757 | Others | Direct Interest | Name of registered holder | Dato' Fong Chiu Wan | Address of registered holder | No. 1, Jalan Sutera Kuning 4, Taman Sutera, 81200 Johor Bahru, Johor | Description of "Others" Type of Transaction | Others |
Circumstances by reason of which change has occurred | Issuance of 294,976,757 new ordinary shares of Denko Industrial Corporation Berhad (Denko) at issue price of RM1.15 each to me relating to the settlement of the purchase consideration of the acquisition of the entire equity of Integrated Manufacturing Solutions Sdn. Bhd. by Denko. | Nature of interest | Direct Interest | Direct (units) | 348,476,757 | Direct (%) | 30.381 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Total no of securities after change | 348,476,757 | Date of notice | 23 Feb 2018 | Date notice received by Listed Issuer | 26 Feb 2018 |
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发表于 8-3-2018 06:40 AM
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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)| DENKO INDUSTRIAL CORPORATION BERHAD |
Particulars of Substantial Securities HolderName | PP TECH LIMITED | Address | Wickhams Cay II, Road Town
Tortola, VG1110, British Virgin Islands | Company No. | 1968745 | Nationality/Country of incorporation | Virgin Islands, British | Descriptions (Class) | Ordinary Shares | Name & address of registered holder | Citigroup Nominees (Asing) Sdn Bhd Exempt An For OCBC Securities Private Limited Level 3, Capital Square Tower, 10 Jalan Munshi Abdullah, 50100 Kuala Lumpur |
| Date interest acquired & no of securities acquired | Date interest acquired | 21 Feb 2018 | No of securities | 103,210,434 | Circumstances by reason of which Securities Holder has interest | Acquisition of 103,210,434 ordinary shares in Denko Industrial Corporation Berhad at RM1.15 each share. | Nature of interest | Direct Interest | | | Total no of securities after change | Direct (units) | 103,210,434 | Direct (%) | 8.998 | Indirect/deemed interest (units) | 0 | Indirect/deemed interest (%) | 0 | Date of notice | 21 Mar 2018 | Date notice received by Listed Issuer | 01 Mar 2018 |
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发表于 15-3-2018 06:41 AM
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本帖最后由 icy97 于 20-3-2018 03:53 AM 编辑
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | Proposed Acquisition of Vacant Land from Blessplus Sdn. Bhd. by ATA Industrial (M) Sdn. Bhd. | 1. Introduction The Board of Directors of Denko Industrial Corporation Berhad (“Denko”) wishes to announce that ATA Industrial (M) Sdn. Bhd. (Company No. 231055-D) (“AIM”, “the Purchaser”), a wholly owned subsidiary of Denko, had on 14 March 2018, entered into a Sale and Purchase Agreement (“SPA”) with Blessplus Sdn. Bhd. (Company No. 333162-U) (“the Vendor”) to acquire a piece of land held under GRN 128419, Lot 1572, Mukim Tebrau, Daerah Johor Bahru, Negeri Johor (“the Land”) measuring a total of 62,127 sq. ft., for a total cash consideration of RM4,255,699.50 (“the Proposed Acquisition”). 2. Details of the Proposed Acquisition 2.1 Information on Denko Industrial Corporation Berhad Denko was incorporated in Malaysia on 29 November 1989 under the name of Ecodynamic (M) Sdn. Bhd.. The Company changed its name to Denko Industrial Corporation Sdn. Bhd. on 7 July 1990. In October 1990, the Company was converted into a public company and adopted its present name. Denko was listed on the Second Board of Kuala Lumpur Stock Exchange (now the Main Market of Bursa Malaysia Securities Berhad) on 11 April 1991. Denko is principally engaged in the business of investment holding. The principal activities of the Group are the manufacture and sales of precision plastic injection moulded parts, full assembly of electrical and electronic finished products, and moulded tooling fabrication, and wholesaler/retailer of foodstuff and consumer goods. On 5 February 2018, Denko completed the acquisition of the entire issued share capital of Integrated Manufacturing Solutions Sdn. Bhd. (“IMS”) and its three (3) 100% owned subsidiaries, which includes AIM. 2.2 Information of AIM AIM is a private limited company incorporated in Malaysia on 18 December 1991 and having its registered office at Unit 901, Level 9, City Plaza, No.21 Jalan Tebrau, 80300 Johor Bahru, Johor. It has an issued capital of RM5,000,000.00 and is wholly-owned by IMS. It’s principal activities are the manufacturing and sales of precision plastic injection moulded parts and assembly of electrical and electronic components and products. 2.3 Information of the Vendors Blessplus Sdn. Bhd. (Company No. 333162-U) is a private limited company incorporated in Malaysia and having a principal place of business at No.5 Jalan Riang 24, Taman Gembira, 81200 Johor Bahru. 2.4 Information of the Land Title | GRN 128419, Lot1572, Mukim Tebrau, Daerah Johor Bahru, Negeri Johor | Address | Lot 1572, Jalan Dewani, Kawasan Perindustrian Temenggong, 81100, Johor Bahru, Johor Darul Takzim | Land area | 62,127 Sq.ft. (0.5772 hectares) | Tenure | Freehold | Approved Land use | Industrial | Encumbrances | Nil | Condition of Land | Vacant | Consideration | RM4,255,699.50 |
2.5 Basis of the Purchase consideration The purchase consideration of RM4,255,699.50 was arrived at on a willing buyer and willing seller basis, of which the estimated land prices in the nearby industrial areas are within the range of RM60.00 to RM70.00 per square feet. 2.6 Salient terms of the SPA (a) 10% of the purchase consideration shall be paid upon execution of the SPA as deposit; (b) The balance of the purchase consideration shall be paid within three (3) months from the date of the SPA. 2.7 Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by Denko Group arising from the Proposed Acquisition. 2.8 Source of funding The source of funding for the Proposed Acquisition will be a combination of bank borrowings and internally generated funds. 2.9 Estimated Time Frame for Completion The Proposed Acquisition is expected to be completed within six (6) months from the date of the SPA.
3. Effects of the Proposed Acquisition (a) Earnings per share The Proposed Acquisition is not expected to have any material effect on the earnings per share of Denko for the financial years ending 31 March 2018 and 31 March 2019. (b) Net Assets per share The Proposed Acquisition is not expected to have any material effect on the net assets per share of Denko for the financial years ending 31 March 2018 and 31 March 2019. (c) Share Capital and substantial shareholder’s shareholding The Proposed Acquisition is not expected to have any effect on the share capital and substantial shareholders’ shareholdings as the Acquisition does not involve any issuance of the Company’s shares.
4. Risk Factors The Board of Directors of Denko is not aware of any risk factors arising from the Proposed Acquisition other than ordinary property market and global economic risks. However, the Board may, where appropriate, undertake various market studies, assessments and appropriate business measures to mitigate these risks.
5. Highest Percentage Ratio The highest percentage ratio pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements is 9.35% based on the latest audited financial statements of Denko for the financial year ended 31 March 2017.
6. Approval Required The Proposed Acquisition is not subject to the approval of the shareholders of Denko. However, a Condition Precedent (“CP”), stated in the SPA does require that in the event the Purchaser is a foreigner/foreign company/foreign interest within the meaning of Section 433A of the National Land Code, 1965 and the Appropriate Authorities’ approval is required for the acquisition of the Land, the agreement is conditional upon the Appropriate Authorities’ approval for the transfer of the property from the Vendor to the Purchaser within the CP Period, which expires six (6) months from the date of the SPA, and such application to obtain the Appropriate Authorities’ approval shall be made by the Purchaser.
7. Departure from Securities Commission’s Guidelines on the Offering of Equity and Equity-Linked Securities The Securities Commission’s Guidelines on the Offering of Equity and Equity-Linked Securities is not applicable for this Acquisition.
8. Directors’ and Major Shareholders’ Interests The Directors and major shareholders of Denko and persons connected to them do not have any interest, whether direct or indirect in the Proposed Acquisition.
9. Rationale and Prospects The management intends to construct a warehouse on the Land, and shift some of the existing rented warehouses to this new warehouse which will be closer to the main manufacturing base of AIM. The rationale for the Proposed Acquisition are as follows : (a) To own and construct a warehouse which is in close proximity to the main manufacturing base of AIM so that the company’s operations can be more centralized and streamlined; (b) Improve inventory controls and reduce transport costs between the warehouse and manufacturing facilities (c) To reduce reliance on rented premises and rental costs. These factors may have a positive effect on the Group’s earnings for the financial years 2019/2020.
10. Statement by Directors The Board of Directors of Denko having taken into consideration all aspects of the Proposed Acquisition is of the opinion that the Proposed Acquisition is in the best interest of Denko.
11. Documents for Inspection A copy of SPA is available for inspection at the registered office of Denko at Suite 13.01 13th Floor, City Plaza, Jalan Tebrau, 80300, Johor Bahru, Johor, from Monday to Friday (Excluding public holidays) during normal business hours for a period of three (3) months from the date of this announcement.
This announcement is dated 14 March 2018. |
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发表于 18-3-2018 04:42 AM
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Type | Reply to Query | Reply to Bursa Malaysia's Query Letter - Reference ID | IQL-15032018-00002 | Subject | PROPOSED ACQUISITION OF VACANT LAND FROM BLESSPLUS SDN. BHD. ("VENDOR") BY ATA INDUSTRIAL (M) SDN. BHD. | Description | Reference is made to our earlier announcement dated 14 March 2018 and Bursa Malaysia Berhad's query letter dated 15 March 2018 requesting for the following additional information for public release:- | Query Letter Contents | We refer to your Company’s announcement dated 14 March 2018, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1) The name of Directors and substantial shareholders of the Vendor together with their respective shareholdings. 2) Basis to derive at the estimated land prices in the nearby industrial areas within the range of RM60 to RM70 per square feet. 3) Salient terms of the SPA, including the conditions precedent and termination clause. 4) Breakdown of the source of funding for the Proposed Acquisition and the financial effect on the gearing. 5) Further information on the Land, including the net book value based on the latest audited financial statements and whether any valuation carried out on the Land, if so, the name of the valuer, date and method of valuation, the market value, if any. 6) The estimated financial commitment required to construct the warehouse and its source of funds. | (1) The name of Directors and substantial shareholders of the Vendor together with their respective shareholdings; The name and shareholdings of Directors and shareholders of the Vendor are as follow:- Directors & Shareholders | No. of Shares | % | Sim Hsio Chor | 750,000 | 93.75 | Alvin Sim Poh Chiat | 50,000 | 6.25 | Total | 800,000 | 100.00 |
(2) Basis to derive at the estimated land prices in the nearby industrial areas within the range of RM60 to RM70 per square feet; The basis in deriving the estimated land prices in the nearby industrial areas is by management’s comparisons with valuations and/or transacted land prices in nearby area, which included the following:- Title Name | Address | Tenure & Land Use | Date of valuation/ transaction | Valuation per square feet | HSD 251643 PTD 62917 Mukim of Tebrau District of Johor Bahru, Johor | No.16 Jalan Hasil 2, Kawasan Perindustrian Jalan Hasil, 81200 Johor Bahru, Johor | Freehold, Industrial | 1 March 2018 | RM70.00 | Lot No.3846 Mukim Tebrau, District of Johor Bahru, Johor | No.9 Jalan Riang 24, Taman Perindustrian Gembira, 81200 Johor Bahru, Johor | Freehold, Industrial | 8 June 2014 | RM68.73 | Lot 4043 Mukim Tebrau, District of Johor Bahru, Johor | Jalan Riang 21, Taman Perindustrian Taman Gembira, 81200 Johor Bahru, Johor | Freehold, Industrial | 10 February 2016 | RM65.00 |
(3) Salient terms of the SPA, including the conditions precedent and termination clause; 3.1 Agreement to sale and purchase The Vendor agrees to sell and the Purchaser agrees to purchase the property free from all encumbrances and charges on an ”as is where is” basis, and with vacant possession at the purchase consideration of RM4,255,699.50, subject to all conditions of title, restrictions-in-interest, and terms and conditions of the SPA. 3.2 Conditions Precedent In the event the Purchaser is a foreigner/foreign company/foreign interest within the meaning of Section 433A of the National Land Code, 1965 and the appropriate authorities’ approval is required for acquisition of the property, the SPA is conditional upon the appropriate authorities’ approval for the transfer of the property from the Vendor to the Purchaser within the period of six (6) months from the date the SPA (“CP Period”) on the following terms:- 3.2.1 The application for the Condition Precedent shall be made by the Purchaser if the Purchaser is a foreigner/foreign company/foreign interest, within the Prescribed Period of ten (10) working days (“Prescribed Period”) from the date of the SPA. Both parties shall assist by completing and furnishing the necessary forms and/or documents and/or particulars required by the appropriate authorities within the Prescribed Period from the date of the SPA. 3.2.2 In the event the Condition Precedent is not obtained within the CP Period, both parties may mutually agree to extend the CP Period by such period of time from the expiry of the CP Period for procurement of the Condition Precedent. 3.2.3 The Vendor and/or the Vendors’ solicitors as stakeholders shall refund to the Purchaser’s solicitors as stakeholders free of interest the deposit:- (i) within the Prescribed Period from the expiry of the CP period in the event the Condition Precedent is not obtained and no extension of the CP period is agreed upon; or (ii) within the Prescribed Period from the expiry of the extended CP period in the event the Condition Precedent is not obtained; or (iii) within the Prescribed Period from the receipt by the Vendor’s Solicitors and/or the Purchaser’s solicitors of written notification in the event the Condition Precedent is rejected; and in exchange thereof, the Purchaser shall perform its obligations under the Termination clause. 3.2.4 Upon receipt of the relevant documents evidencing the procurement of the Condition Precedent, the solicitor of the party applying for the Condition Precedent shall forward a certified true copy thereof to the solicitors of the other party forthwith (the date of receipt thereby shall be referred to as “the Unconditional Date”). 3.3 Payment of Purchase Consideration 3.3.1 A sum of 10% of the purchase consideration is to be paid by the Purchaser to the Vendor and/or the Vendor’s solicitors as stakeholders upon execution of the SPA by way of deposit and part payment of the purchase price, 3.3.2 The balance of the purchase price of RM3,830,129.55 shall be paid by the Purchaser within the period of three (3) months from the date of the SPA (“the Completion Period”). 3.3.3 In the event the Purchaser fails to pay the balance purchase price or any part, Vendor shall grant the Purchaser an automatic extension of the one (1) month (“Extended Completion Period”) for the payment of the balance purchase price subject to the Purchaser paying interest at the Prescribed Rate of eight (8) percent per annum (“Prescribed Rate”) on the balance purchase price or such part thereof which is outstanding until the date of full settlement and provided that the late payment interest for the whole of the Extended Completion Date be deposited with the Vendor’s solicitors as stakeholders in advance on or before the expiry of the Completion Period. The Vendor’s solicitors shall refund to the Purchaser the excess late payment interest (if any) within the prescribed period after payment of the balance purchase price. 3.4 Termination 3.4.1 In the event the SPA is terminated in accordance with the terms of the SPA and subject to the refund or payment of monies by the Vendor to the Purchaser’s solicitors as stakeholders in accordance with the terms of the SPA, the Purchaser shall perform the following within the Prescribed Period from the receipt of the said refund /payment by the Purchaser’s solicitors:- (i) return to the Vendor, the original title deed, the Memorandum of Transfer (“MOT”), the existing chargee’s discharge documents and any other documents received by the Purchaser or the Purchaser’s Financier or its solicitors from the Vendor or his/its solicitors, with the Vendor’s interest intact and unaffected (unless the same is required for stamp duty refund); (ii) any private caveat lodged against the property by the Purchaser shall forthwith be withdrawn at the costs and expense of the Purchaser. The Purchaser’s solicitors are authorised to lodge the Withdrawal of Private Caveat at the Land Office / Registry for registration forthwith; and (iii) the Purchaser shall forthwith re-deliver vacant possession of the property to the Vendor (if such vacant possession has been delivered earlier). 3.4.2 Upon fulfillment of the above, the Purchaser’s solicitors shall release the refunded stakeholders’ monies and such liquidated damages (if applicable) to the Purchaser and the Vendor shall be at liberty to re-sell or deal with the property as the Vendor shall see fit. (4) Breakdown of the source of funding for the Proposed Acquisition and the financial effect on the gearing; The source of funding for the Proposed Acquisition are via:- Source of Funding | Amount (RM) | Bank borrowings | 2,980,000.00 | Internally generated funds | 1,275,699.50 | Total | 4,255,699.50 |
The financial effect of the Proposed Acquisition on Denko’s gearing are as set out below:-
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Audited as at 30 March 2017 RM’000 | (2) After adjusting for the subsequent event RM’000 |
After the Proposed Acquisition RM’000 | Interest-bearing borrowings (1) | 24,419 | 140,769 | 143,749 | Gross gearing (times) | 0.54 | (3) 0.42 | 0.42 |
Notes:- (1) Includes Denko’s long-term borrowings, short-term borrowings and bank overdraft. (2) On 21 November 2017, AmInvestment Bank Berhad had on behalf of the Board, announced that the Company had, on even date, entered into a share sale agreement to acquire the entire issued share capital of Integrated Manufacturing Solutions Sdn Bhd (“IMS”) for a purchase consideration of RM1.19 billion. The acquisition of IMS was completed on 5 February 2018. (3) Based on adjusted net assets of Denko Group (after incorporating the effects of the transaction stated in note (2) above) of RM338.53 million. (5) Further information on the Land, including the net book value based on the latest audited financial statements and whether any valuation carried out on the Land, if so, the name of the valuer, date, and method of valuation, the market value, if any; Valuation Report | : | The Company has not appointed any valuer to conduct a valuation on the Land
| Audited Net Book Value | : | Not available as the Company would not be privy to such information |
(6) The estimated financial commitment required to construct the warehouse and its source of funds; The estimated financial commitment required to construct the warehouse on the Land is approximately RM17.02 million, which is expected to be financed via a combination of bank borrowings and internally generated funds:- Source of Funding | Amount (RM) | Bank borrowings | 13,618,000.00 | Internally generated funds | 3,402,000.00 | Total | 17,020,000.00 |
This announcement is dated 16 March 2018. |
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发表于 12-6-2018 01:15 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
31 Mar 2018 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Mar 2018 | 31 Mar 2017 | 31 Mar 2018 | 31 Mar 2017 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 528,106 | 434,300 | 2,308,458 | 1,814,769 | | 2 | Profit/(loss) before tax | 22,599 | 27,041 | 125,785 | 96,510 | | 3 | Profit/(loss) for the period | 16,710 | 22,751 | 92,512 | 79,128 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 16,710 | 22,751 | 92,512 | 79,128 | | 5 | Basic earnings/(loss) per share (Subunit) | 1.52 | 2.20 | 8.82 | 7.67 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.3985 | 0.2019
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发表于 18-6-2018 12:56 AM
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