【SYSTECH 0050 交流专区】世佳得

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Type	Announcement
Subject	TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description	SYSTECH BHD ("SYSTECH" OR THE "OFFEREE") Receipt of Notice of Unconditional Mandatory Take-Over Offer from Malacca Securities Sdn. Bhd. on behalf of Smartpro Capital Sdn. Bhd. ("Offeror")
The Board of Directors of Systech (“Board”) wishes to announce that the Board had on 6 September 2023, received a notice of unconditional mandatory take-over offer (“Notice”) from Malacca Securities Sdn Bhd, on behalf of Offeror, to acquire all the remaining shares in Systech not already held by the Offeror, Liew Choon Lian (“Ultimate Offeror”) and persons acting in concert with them (“Offer Shares”), for a cash consideration of RM0.22 per ordinary share in Systech (“Offer”). A copy of the Notice is attached herewith and the same will be posted to all holders of the Offer Shares within 7 days from the date of this announcement. This Announcement is dated 6 September 2023.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3383779

Attachments Systech - Notice of Unconditional MGO (6 Sept 2023)..pdf

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SYSTECH BHD

Particulars of Substantial Securities Holder

Name	SMARTPRO CAPITAL SDN. BHD.
Address	A-1-3, Northpoint Office Tower A, Mid Valley City, No. 1, Medan Syed Putra, Kuala Lumpur 59200 Wilayah Persekutuan Malaysia.
Company No.	202301031743 (1525666-M)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	SMARTPRO CAPITAL SDN. BHD.
Address of registered holder	A-1-3, Northpoint Office Tower A, Mid Valley City, No. 1, Medan Syed Putra, 59200 Kuala Lumpur, W. P. Kuala Lumpur

Date interest acquired & no of securities acquired
Date interest acquired	06 Sep 2023
No of securities	180,687,820
Circumstances by reason of which Securities Holder has interest	Acquisition of shares via Share Sale Agreement dated 06 September 2023
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	180,687,820
Direct (%)	52.25
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Date of notice	11 Sep 2023
Date notice received by Listed Issuer	11 Sep 2023

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Notice of Person Ceasing (Section 139 of CA 2016)

SYSTECH BHD

Particulars of Substantial Securities Holder

Name	LEINET TECHNOLOGY BERHAD
Address	Unit T05, Tower Block, Plaza Dwitasik, Jalan Tasik Permaisuri 1, Bandar Sri Permaisuri, Kuala Lumpur 56000 Wilayah Persekutuan Malaysia.
Company No.	200401005201 (643704-D)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares
Name of registered holder	LEINET TECHNOLOGY BERHAD
Address of registered holder	Unit T05, Tower Block, Plaza Dwitasik, Jalan Tasik Permaisuri 1, Bandar Sri Permaisuri, 56000 Kuala Lumpur, W. P. Kuala Lumpur
Date of cessation	06 Sep 2023

No of securities disposed	180,687,820
Circumstances by reason of which a person ceases to be a substantial shareholder	Disposal of shares via Share Sale Agreement dated 06 September 2023
Nature of interest	Direct Interest
Date of notice	11 Sep 2023
Date notice received by Listed Issuer	11 Sep 2023

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Subject

INDEPENDENT ADVICE CIRCULAR IN RELATION TO THE UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY SMARTPRO CAPITAL SDN BHD THROUGH MALACCA SECURITIES TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN SYSTECH BHD NOT ALREADY OWNED BY THE OFFEROR FOR A CASH CONSIDERATION OF RM0.22 PER SHARE (OFFER) ("IAC")

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3391110

Attachments Systech - IAC (Final).pdf

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Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	SYSTECH BHD ("SYSTECH" OR THE "COMPANY")(I)        PROPOSED SHARES ISSUANCE;(II)        PROPOSED ACQUISITION; (III)        PROPOSED BONUS ISSUE OF WARRANTS; AND(IV)        PROPOSED ESS(COLLECTIVELY, REFERRED TO AS THE "PROPOSALS")
On behalf of the Board of Directors of Systech (“Board”), Malacca Securities Sdn. Bhd. (“Malacca Securities”) wishes to announce the following: (i) Systech had on 22 December 2023 entered into subscription agreements with the Subscribers (as defined in Section 2.1 of the announcement), for the proposed shares issuance of up to 144,000,000 new ordinary shares in Systech (“Systech Shares” or “Shares”) (“Subscription Shares”) (“Subscription Agreements”), representing approximately 29.4% of the enlarged total number of issued Shares (excluding treasury shares) after the shares issuance, for a total cash consideration of RM51,840,000 (“Subscription Consideration”), subject to the terms and conditions of the Subscription Agreements (“Proposed Shares Issuance”); (ii) Systech (as the “Purchaser”) had on 22 December 2023 entered into a conditional share sale agreement with Low Min Yew (“LMY”), Sea Capital LP (“SeaCap”) and Maybank Trustees Berhad (for Securities Commission MYCIF) (“MTB”) (collectively, referred to as the “Vendors”), for the proposed acquisition of 552,255 ordinary shares in Wilstech Sdn. Bhd. (“Wilstech”) (“Sale Shares”) (“SSA”), representing the entire equity interest of Wilstech, for a total purchase consideration of RM75,000,000 (“Purchase Consideration”), to be satisfied via cash consideration of RM20,000,000 (“Cash Consideration”) and the remaining RM55,000,000 to be settled via the issuance of 152,777,777 Systech Shares (“Consideration Shares”) at an issue price of RM0.36 per Consideration Share, subject to the terms and conditions of the SSA (“Proposed Acquisition”); (iii) Systech proposes to undertake a bonus issue of up to 160,656,399 new warrants in Systech (“Warrants”) on the basis of 1 Warrant for every 4 existing Systech Shares held by the entitled shareholders on an entitlement date to be determined and announced later (“Entitled Shareholders”) (“Entitlement Date”) (“Proposed Bonus Issue of Warrants”); and (iv) Systech proposes to establish an employees’ share scheme of up to 15.0% of the total number of issued Shares (excluding treasury shares) (“ESS” or “Scheme”) at any point in time during the tenure of the Scheme for eligible Directors and employees of Systech and its subsidiaries (“Systech Group” or “Group”) (excluding dormant subsidiaries, if any) (“Proposed ESS”), (the Proposed Shares Issuance, Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESS are hereinafter collectively referred to as the “Proposals”). Further details in relation to the Proposals are set out in the attachment below. This announcement is dated 22 December 2023.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3410200

Attachments Systech - Announcement (Proposals).pdf

Date of change	03 Jan 2024
Name	MR TEOH KENG CHANG
Age	32
Gender	Male
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Professional Qualification	Chartered Accountant	Malaysian Institute of Accountants
2	Professional Qualification	Chartered Accountant	Institute of Chartered Accountants in England and Wales

Working experience and occupation	Mr. Teoh possesses an extensive professional background spanning more than twelve (12) years of experience, encompassing a wide array of international and domestic experiences including in PricewaterhouseCoopers Singapore and Deloitte London, in the provision of advisory services across diverse sectors such as deals and transaction services, corporate finance, and assurance. He demonstrates proficiency in collaborating with publicly traded corporations and government-linked entities. Notably, his professional journey includes a distinguished tenure as an Executive Director of Econframe Berhad. He is the co-founder and Director of Finwise Consultancy Sdn. Bhd., a prominent firm specialising in corporate finance, mergers and acquisitions.
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	Nil

Remarks :

Following his appointment as an Executive Director of the Company, Mr. Teoh Keng Chang ceased his position as Finance Director of the Company with effect from 3 January 2024.

Date of change	03 Jan 2024
Name	MR TAN HOCK ANN
Age	57
Gender	Male
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Resignation
Reason	Mr. Tan Hock Ann has been tasked with new assignment by the Company.
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No

Qualifications

No

Qualifications

Major/Field of Study

Institute/University

Additional Information

Working experience and occupation
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	Nil

Remarks :

Mr. Tan Hock Ann's employment with the Company will remain and he would be designated as a Director of SysAIU Sdn. Bhd., a wholly owned subsidiary of the Company, where he would be leading the information technology business division of Systech Group.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2023

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2023	31 Dec 2022	31 Dec 2023	31 Dec 2022
		$$'000	$$'000	$$'000	$$'000

1	Revenue	8,082	4,575	17,902	11,853
2	Profit/(loss) before tax	-943	239	-1,020	-586
3	Profit/(loss) for the period	-1,254	23	-1,287	-1,462
4	Profit/(loss) attributable to ordinary equity holders of the parent	-1,373	-107	-1,701	-1,193
5	Basic earnings/(loss) per share (Subunit)	-0.39	-0.03	-0.49	-0.34
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		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 ($$)	0.0549		0.0587

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Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	SYSTECH BHD ("SYSTECH" OR THE "COMPANY")(I)        PROPOSED SHARES ISSUANCE;(II)        PROPOSED ACQUISITION; (III)        PROPOSED BONUS ISSUE OF WARRANTS; AND(IV)        PROPOSED ESS(COLLECTIVELY, REFERRED TO AS THE "PROPOSALS")
Reference is made to the Company’s earlier announcement dated 22 December 2023 in relation to the Proposals (“Initial Announcement”). Unless states otherwise, abbreviations and definitions used throughout this announcement shall bear the same meaning as those defined in the Initial Announcement. On behalf of the Board, Malacca Securities wishes to announce that Systech (as the "Purchaser") and the Vendors (collectively referred to as the “Parties”) had on 11 March 2024 entered into a supplemental agreement to vary the terms of the SSA entered into between the Parties on 22 December 2023 to provide clarity on the terms of the Profit Guarantee mechanism (“Supplemental Agreement”). Further details in relation to the Supplemental Agreement are set out in the attachment below. This announcement is dated 11 March 2024 (“Announcement”).

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3429530

Attachments Announcement - Supplemental Agreement.pdf

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SYSTECH BHD

Date of change	23 Aug 2024
Name	DATO' HOOI JIA HAO
Age	37
Gender	Male
Nationality	Malaysia
Type of change	Redesignation
Previous Position	Executive Director
New Position	Managing Director
Directorate	Executive

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	10,193	4,872	10,193	4,872
2	Profit/(loss) before tax	-687	370	-687	370
3	Profit/(loss) for the period	-686	819	-686	819
4	Profit/(loss) attributable to ordinary equity holders of the parent	-1,544	580	-1,544	580
5	Basic earnings/(loss) per share (Subunit)	-0.24	0.17	-0.24	0.17
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		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 ($$)	0.0857		0.0439

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Type	Announcement
Subject	OTHERS
Description	SYSTECH BHD.  ("SYSTECH" OR THE "COMPANY")HEADS OF AGREEMENT ENTERED INTO BETWEEN THE COMPANY, MDT INNOVATIONS SDN BHD ("MDT") AND LIEW CHOON LIAN ("LCL") IN RELATION TO THE PROPOSED ACQUISITION OF MDT AND ITS GROUP OF COMPANIES (COLLECTIVELY REFERRED TO AS "MDT GROUP") OR THE BUSINESS UNDERTAKINGS OF MDT GROUP
The Board of Directors of Systech (“Board”) wishes to announce that the Company had on 28 August 2024 entered into a Heads of Agreement with MDT and LCL for the acquisition of part or all of the equity interest or the business undertakings of MDT Group (“HOA”) (“Proposed Acquisition”). Please refer to the attachment for further details. This announcement is dated 28 August 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3478090

Attachments Systech - HOA_announcement (280824) FINAL.pdf

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Type	Announcement
Subject	OTHERS
Description	SYSTECH BHD. ("SYSTECH" OR THE "COMPANY")-COLLABORATION AGREEMENT ENTERED BETWEEN SYSAIU SDN. BHD., A WHOLLY OWNED SUBSIDIARY OF SYSTECH BHD. WITH PINETOP TECHNOLOGY VENTURE SDN. BHD.
The Board of Directors of Systech wishes to announce that SysAIU Sdn. Bhd. [Registration No. 202301016653 (1510575-K)], a wholly owned subsidiary of the Company, had on 5 September 2024, entered into a collaboration agreement (“the Agreement”) with Pinetop Technology Venture Sdn. Bhd. [Registration No. 202001018968 (1375288-K)] for the establishment, development and operation of data centers and ancillary business activities thereto. Please refer to the attachment for further details of the Agreement. This announcement is dated 5 September 2024.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3481619

Attachments Systech-Collaboration Agreement (Pinetop).pdf

Type	Announcement
Subject	OTHERS
Description	SYSTECH BHD. ("SYSTECH" OR THE "COMPANY")- ADDITIONAL INFORMATION ON COLLABORATION AGREEMENT ENTERED BETWEEN SYSAIU SDN. BHD., A WHOLLY OWNED SUBSIDIARY OF SYSTECH BHD. WITH PINETOP TECHNOLOGY VENTURE SDN. BHD
(The definitions used in this announcement shall have the same meanings as defined in the announcement dated 5 September 2024 unless stated otherwise.) Reference is made to the Company’s announcement dated 5 September 2024, the Board wishes to announce the following additional information: The Agreement does not involve any contract. The Agreement shall be validly binding against both Parties, their respective successor-in-title and permitted assigns. The Parties wish to collaborate for the establishment, development and operation of data centers and ancillary business activities thereto. In addition, no physical data centers has been developed or is in operation as at the date of the announcement. The Agreement does not involve the incorporation of a new Joint Venture corporation. The Parties have yet to finalise plans or decision to establish, develop and operate any data centers (“the Plans”) and that once the Plans have been finalised, an announcement will be made. This announcement is dated 12 September 2024.