|
|
发表于 26-1-2021 07:19 AM
|
显示全部楼层
Entitlement subject | Second Interim Dividend | Entitlement description | Second interim dividend of 0.8 sen per share | Ex-Date | 14 Oct 2020 | Entitlement date | 15 Oct 2020 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2020 | Period |
| | Share transfer book & register of members will be | 15 Oct 2020 to 15 Oct 2020 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 30 Oct 2020 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 15 Oct 2020 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0080 |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 5-3-2021 07:20 AM
|
显示全部楼层
本帖最后由 icy97 于 1-8-2021 05:08 AM 编辑
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | Acquisition of Properties | 1. INTRODUCTION The Board of Directors (“the Board”) of V.S. Industry Berhad (“VSIB” or “the Company”) is pleased to announce that VSIB has on 28 August 2020 and 14 October 2020 respectively, entered into Sale and Purchase and Construction Agreements (“SPCA(s)”) with Ipark Development Sdn Bhd (“Ipark Development”), to acquire six (6) pieces of Land with industrial buildings (“Properties”) for a total consideration of RM98,766,641.20 (“Purchase Considerations”) as per the terms and conditions stipulated in the SPCAs (hereinafter referred to as “the Acquisition”)
2. DETAILS OF THE ACQUISITION 2.1 Details of the Properties Date of SPCA | 28 August 2020 | 14 October 2020 | The Lot | Plot 65, held under HS(D) 596319 PTD 196205, Mukim Tebrau, Johor Bahru, Johor | Plot 62,63,64,66,67 held under HS(D) 596314-18 PTD 196200-04, Mukim Tebrau, Johor Bahru, Johor | Land Area | Approximately 69,770.10 square feet | Approximately 343,911.96 square feet | The Building | Single storey detached factory with 2 storey office block | Single to three storey industrial building with 2 storey office block | Purchase Consideration | RM15,800,000.00 | RM82,966,641.20 |
2.2 Information on Ipark Development Ipark Development, a company incorporated in Malaysia (“the Developer”), is the registered and beneficial proprietor of all pieces of lands measuring approximately 76.593 acres (3,336,410.00 square feet) industrial land in Mukim of Tebrau, Johor Bahru, and Mukim of Senai, Kulai, Johor (“the Land”). The Land is part of a comprehensive development known as Senai Airport City. The Developer has obtained the planning approval to develop the Land as an industrial estate named i-Park @ Senai Airport City.
Ipark Development is a 80% owned subsidiary of AME Integrated Sdn Bhd, which in turn is 99.9% owned by AME Elite Consortium Berhad (“AME”).
AME is a prominent integrated industrial park developer in Malaysia, specializing in providing well-managed full-service industrial parks in Johor.
2.3. Salient terms of the SPCAs Payment terms for the Purchase Consideration of RM98,766,641.20 are as follows :-
| SPCA dated 28 August 2020 | SPCA dated 14 October 2020 |
Total |
| RM’000 | RM’000 | RM’000 | Deposit upon execution of the SPCAs | 1,580 | 8,297 | 9,877 | Within 30 days from the date of Agreement | - | 4,543 | 4,543 | Progress payment based on construction stage of specified work until delivery of vacant possession of the subject Property | 14,220 | 70,127 | 84,347 | Total | 15,800 | 82,967 | 98,767 |
3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Properties are directly purchased from an industrial developer. The purchase consideration is based on the selling price of the Developer after taking into consideration of land area, building built-up area, construction design and amenities.
4. LIABILITIES TO BE ASSUMED
There are no liabilities including contingent liabilities and guarantee and other liabilities to be assumed by VSIB arising from the Acquisition.
5. SOURCE OF FUNDING
The Purchase Consideration will be funded via internally generated funds and bank borrowings. The ratio between internally generated funds and bank borrowings will be determined at a later date.
6. RATIONALE AND BENEFITS OF THE ACQUISITION
The Acquisition will increase VSIB’s production capacity for future expansion purposes, including capturing opportunities arising from the US-China trade tension. This will enable the Group to continue growing its business as its current manufacturing capacity are already fully utilized. With the Acquisition, VSIB will also relocate its headquarter to the Properties. The relocation of its headquarter will free up space at the existing manufacturing facilities to capture the rising orders from its existing customers. The Properties are also strategically located within close proximity with its existing manufacturing facilities. This allows the Group to expand its capacity while at the same time, maintain close management control on its existing operations, therefore enhancing overall operational synergies and efficiency.
7. PROSPECTS
According to an industry trend report by Global Market Insights, the Electronics Manufacturing Services (“EMS”) market size exceeded USD500 billion in 2019 and is expected to continue growing at a compounded annual growth rate (“CAGR”) of 5% globally between 2020 and 2026. The Asia Pacific region, however, is projected to grow at a faster CAGR rate of 8%.
One of the reasons for the faster growth rate is attributed to the on-going trade dispute between the US and China, which has opened up many opportunities for EMS players in the Southeast Asia (“SEA”) including Malaysia. Malaysia is one of the choice locations for multinational corporations (“MNCs”) brand owners to relocate or diversify their manufacturing base from China to SEA. As one of the leading EMS providers in Malaysia and in the region, VSIB stands to benefit from this trade diversion. In fact, the Group has thus far successfully clinched several new customers as a result of the trade war, resulting in its existing capacities being fully filled. Notwithstanding the recent wins, VSIB remains busy in negotiations with prospective customers and continues to pursue sales leads arising from the trade dispute. In view of this and barring unforeseen circumstances, the Group anticipates to secure more orders from both new and existing customers.
8. FINANCIAL EFFECTS 8.1 Share capital and substantial shareholders’ shareholding The Acquisition does not have any effect on the share capital and substantial shareholders’ shareholdings of the Company.
8.2 Earnings per share, net assets and gearing The Acquisition does not have any material impact on the earnings per share, net assets and gearings of VSIB for the financial year ending 31 July 2021.
9. RISK FACTORS
The Board do not foresee any significant risk factors arising from the Acquisition other than the economic and inherent risks normally associated with property acquisition.
10. APPROVALS REQUIRED Save for relevant authorities’ approval for the transfer of Properties, the Acquisition is not subject to the approval of the shareholders of VSIB.
11. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the Acquisition.
12. DIRECTORS’ STATEMENT The Board, having considered all aspects of the Acquisition, the Board is of the opinion that the Acquisition is in the best interest of the Company.
13. ESTIMATED TIME FRAME FOR COMPLETION OF THE ACQUISITION Barring any unforeseen circumstances, the Acquisition is expected to be completed by 30 June 2021.
14. HIGHEST PERCENTAGE RATIO APPLICABLE TO PROPOSED ACQUISITION Based on VSIB’s audited financial statements for the year ended 31 July 2019, the highest percentage ratio pursuant paragraph 10.02(g), Paragraph 10.12(2)(c) and Practice Note 14 (Principal of Aggregation for Transactions) of Main Market Listing Requirements of Bursa Malaysia Securities Berhad are as follows :- Transaction | Purchase consideration (RM’000) | Highest Percentage Ratio | SPCA dated 28 August 2020 for the Acquisition of Plot 65, held under HS(D) 596319 PTD 196205, Mukim Tebrau, Johor Bahru, Johor together with single storey detached factory with 2 storey office block | 15,800 | 0.98% | SPCA dated 14 October 2020 for Acquisition of Plot 62,63,64,66,67 held under HS(D) 596314-18 PTD 196200-04, Mukim Tebrau, Johor Bahru, Johor together with single to three storey industrial building and two storey office block | 82,967 | 5.17% |
Aggregate Transactions |
98,767 |
6.15% |
15. DOCUMENTS FOR INSPECTION The SPCAs are available for inspection at the registered office of VSIB at Level 9, Suites 9D, Menara Ansar, 65, Jalan Trus, 80000 Johor Bahru, Johor during normal office from Monday to Friday (except public holidays) for a period of three(3) months from the date of this announcement. |
Entitlement subject | Final Dividend | Entitlement description | Final dividend of 0.8 sen per share | Ex-Date | 21 Jan 2021 | Entitlement date | 22 Jan 2021 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2020 | Period |
| | Share transfer book & register of members will be | 22 Jan 2021 to 22 Jan 2021 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 05 Feb 2021 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 22 Jan 2021 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0080 |
SUMMARY OF KEY FINANCIAL INFORMATION
31 Oct 2020 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Oct 2020 | 31 Oct 2019 | 31 Oct 2020 | 31 Oct 2019 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 987,100 | 1,034,596 | 987,100 | 1,034,596 | | 2 | Profit/(loss) before tax | 88,410 | 63,669 | 88,410 | 63,669 | | 3 | Profit/(loss) for the period | 63,870 | 46,400 | 63,870 | 46,400 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 66,677 | 48,073 | 66,677 | 48,073 | | 5 | Basic earnings/(loss) per share (Subunit) | 3.56 | 2.62 | 3.56 | 2.62 | | 6 | Proposed/Declared dividend per share (Subunit) | 1.20 | 1.00 | 1.20 | 1.00 |
|
| 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 ($$) | 0.9600 | 0.9200
|
Entitlement subject | First Interim Dividend | Entitlement description | First interim dividend of 1.2 sen per share | Ex-Date | 17 Feb 2021 | Entitlement date | 18 Feb 2021 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2021 | Period |
| | Share transfer book & register of members will be | 18 Feb 2021 to 18 Feb 2021 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 05 Mar 2021 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 18 Feb 2021 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0120 |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 2-6-2021 01:21 PM
|
显示全部楼层
|
|
|
|
|
|
|
|
|
|
|
发表于 22-1-2022 08:35 AM
|
显示全部楼层
Entitlement subject | Final Dividend | Entitlement description | Final dividend of 0.5 sen per ordinary share | Ex-Date | 20 Jan 2022 | Entitlement date | 21 Jan 2022 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2021 | Period |
| | Share transfer book & register of members will be | 21 Jan 2022 to 21 Jan 2022 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 31 Jan 2022 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 21 Jan 2022 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0050 | |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 27-2-2022 08:42 AM
|
显示全部楼层
Type | Announcement | Subject | OTHERS | Description | V.S. INDUSTRY BERHAD (VSIB OR THE COMPANY) - JOINT STATEMENT BY VS AND MIGRANT WORKER ACTIVIST, ANDY HALL, WITH REGARDS TO MIGRANT WORKERS WELFARE | It has been brought to the Company’s attention that during a recent conference call organized by a foreign brokerage firm for its clients with migrant worker activist, Andy Hall, reference has been made to VSIB with regards to foreign labour practices.
Subsequently, an article with similar reference was published in The Edge Weekly dated 6 December 2021 with the title, ‘EMS firms hit by ESG wave and ATA IMS aftershocks’.
The Board of Directors (the “Board”) of VSIB wishes to inform that the Company has since reached out to Andy Hall for clarification on this matter.
Please find attached a joint statement by both parties. |
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3216174
|
|
|
|
|
|
|
|
|
|
|
|
发表于 1-3-2022 07:55 AM
|
显示全部楼层
Notice of Person Ceasing (Section 139 of CA 2016)Particulars of Substantial Securities HolderName | EMPLOYEES PROVIDENT FUND BOARD | Address | Tingkat 19, Bangunan KWSP, Jalan Raja Laut
Kuala Lumpur
50350 Wilayah Persekutuan
Malaysia. | Company No. | EPF ACT 1991 | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary Shares | Name of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd | Address of registered holder | Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur | Date of cessation | 02 Dec 2021 |
No of securities disposed | 21,675,500 | Circumstances by reason of which a person ceases to be a substantial shareholder | Disposal | Nature of interest | Direct Interest |  | Date of notice | 06 Dec 2021 | Date notice received by Listed Issuer | 08 Dec 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 8-3-2022 07:28 AM
|
显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Oct 2021 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Oct 2021 | 31 Oct 2020 | 31 Oct 2021 | 31 Oct 2020 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 967,991 | 987,100 | 967,991 | 987,100 | | 2 | Profit/(loss) before tax | 50,283 | 88,410 | 50,283 | 88,410 | | 3 | Profit/(loss) for the period | 37,750 | 63,870 | 37,750 | 63,870 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 39,392 | 66,677 | 39,392 | 66,677 | | 5 | Basic earnings/(loss) per share (Subunit) | 1.03 | 1.78 | 1.03 | 1.78 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.40 | 1.20 | 0.40 | 1.20 |
|
| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.5500 | 0.5400
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 8-3-2022 07:28 AM
|
显示全部楼层
Entitlement subject | First Interim Dividend | Entitlement description | First interim dividend of 0.4 sen per share | Ex-Date | 17 Feb 2022 | Entitlement date | 18 Feb 2022 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2022 | Period |
| | Share transfer book & register of members will be | 18 Feb 2022 to 18 Feb 2022 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 04 Mar 2022 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 18 Feb 2022 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0040 | |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 15-3-2022 07:34 AM
|
显示全部楼层
Type | Announcement | Subject | OTHERS | Description | PROGRESS MADE IN DISCUSSION BETWEEN VS AND MIGRANT WORKERS' RIGHTS SPECIALIST, ANDY HALL, WITH REGARDS TO WORKERS WELFARE | The ongoing dialogue between the Company and Migrant Worker Rights Specialist, Mr. Andy Hall, on the welfare of migrant workers at the Company has continued constructively during the past weeks. Both parties have now agreed on a firm action plan and timeline going forward to address migrant worker challenges identified through this innovative dialogue.
Please find attached a joint statement by both parties. |
https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3219936
|
|
|
|
|
|
|
|
|
|
|
|
发表于 2-10-2022 06:37 AM
|
显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Jul 2022 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Jul 2022 | 31 Jul 2021 | 31 Jul 2022 | 31 Jul 2021 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 1,004,369 | 941,096 | 3,914,059 | 4,002,281 | | 2 | Profit/(loss) before tax | 34,174 | 55,863 | 201,414 | 329,130 | | 3 | Profit/(loss) for the period | 21,748 | 41,748 | 149,899 | 241,617 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 34,570 | 41,497 | 169,743 | 245,351 | | 5 | Basic earnings/(loss) per share (Subunit) | 0.90 | 1.09 | 4.45 | 6.50 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.80 | 1.00 | 2.00 | 4.20 |
|
| 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 ($$) | 0.5700 | 0.5400
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 2-10-2022 06:38 AM
|
显示全部楼层
Entitlement subject | Fourth Interim Dividend | Entitlement description | Fourth interim dividend of 0.4 sen per ordinary share | Ex-Date | 13 Oct 2022 | Entitlement date | 14 Oct 2022 | Entitlement time | 5:00 PM | Financial Year End | 31 Jul 2022 | Period |
| | Share transfer book & register of members will be | 14 Oct 2022 to 14 Oct 2022 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 28 Oct 2022 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 14 Oct 2022 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0040 |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 2-10-2022 06:40 AM
|
显示全部楼层
|
|
|
|
|
|
|
|
|
|
|
发表于 20-9-2023 11:55 PM
|
显示全部楼层
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | V.S. INDUSTRY BERHAD ("VSI" OR THE COMPANY")I. PROPOSED FURTHER ACQUISITION OF 2,200,0000 ORDINARY SHARES IN HT PRESS WORK SDN BHD (HTPW), REPRESENTING 11% EQUITY INTEREST IN HTPW BY THE COMPANY AND MAKING HTPW A 51% OWNED SUBSIDIARY OF THE COMPANY ("PROPOSED ACQUISTION")II. PROPOSED CALL OPTION IN RELATION TO 9% OF SHAREHOLDINGS OF HTPW ("PROPOSED CALL OPTION") III. SHAREHOLDERS ADVANCES TO HTPW ("SHAREHOLDERS ADVANCES") (COLLECTIVELY REFERRED TO AS "PROPOSALS") | 1. INTRODUCTION
The Board of Directors of the Company (“Board”) wishes to announce that the Company had on 19 September 2023 entered into a Share Sale Agreement (“SSA”) with Tan Eng Kwee and Yeo Teck Hoe (collectively the “Vendors”) to acquire 2,200,000 ordinary shares (“Sale Shares”) in HTPW (Company Registration No. 199501008315 (337513-H) ), representing 11% equity interest in HTPW, for a total consideration of RM2,640,000.00 (“Purchase Consideration”) only subject to the terms and conditions stated therein (the “Proposed Acquisition”). VSI is currently holding 8,000,000 ordinary shares in HTPW representing 40% of the total issue and paid up capital of HTPW.
Upon the completion of the Proposed Acquisition, the Company will hold 51% of the total issue and paid up capital of HTPW and making HTPW a 51% owned subsidiary of the Company.
(The Company and the Vendors shall be collectively referred to as the “Parties”)
Details of the Proposed Acquisition are set out in the ensuing sections below.
2. DETAILS OF THE PROPOSED ACQUISITION
2.1. Proposed Acquisition
The Proposed Acquisition entails the acquisition by the Company of the Sale Shares from the Vendors at the Purchase Consideration free from any claims, charges, liens, encumbrances and equities whatsoever together with all rights attached thereto as follows:
Vendors | No. of Sale Shares | Purchase Consideration (in RM) | Premium Payable (in RM) | Tan Eng Kwee | 1,700,000 | 2,040,000.00 | 2,040,000.00 | Yeo Teck Hoe | 500,000 | 600,000.00 | 600,000.00 | Total | 2,200,000 | 2,640,000.00 | 2,640,000.00 |
As part of the terms of the SSA in respect of the Proposed Acquisition, the Parties agree that if HTPW achieves the profit target (excluding non-operating gains or losses) for any financial year before 31 December 2025 of a profit after taxation (“PAT”) of RM20 million (“Profit Target”) based on the audited financial statement for the relevant financial year, the Company will pay a premium equivalent to the Purchase Consideration (“Premium”) to the Vendors.
For the avoidance of doubt, the PAT will exclude non-operating gains or losses, which are gains not attributable to the operation of the Company’s ordinary course of business, including but not limited to revaluation gains and profits from sale of land and buildings and immovable assets.
In the event that HTPW fails to achieve the Profit Target by the financial year ended 31 December 2025, the Purchase Consideration as stipulated above will be accepted as the full and final settlement for the sale and transfer of the Sale Shares.
2.2 Information on HTPW
HTPW a private company limited by shares incorporated in Malaysia on 27 March 1995. HTPW and its subsidiary, namely HT Press Work Industries (M) Sdn. Bhd. (Registration No. 200401033248 (671756-K)) is principally involved in the business of metal stamping, tools and die design and fabrication, machining and surface finishing of aluminium product.
As at the date of this announcement, the issued share capital of HTPW is RM18,000,000.00 comprising 20,000,000 ordinary shares.
The directors of HTPW are Tan Eng Kwee, Yeo Teck Hoe, Beh Chern Wei (Ma Chengwei) and Gan Pee Yong.
The existing shareholders of HTPW and their respective shareholdings prior to the Proposed Acquisition are as follows: Shareholders | No. of shares |
| % | VSI | 8,000,000 |
| 40 | Tan Eng Kwee (“TEK”) | 5,600,000 |
| 28 | Yeo Teck Hoe (“YTH”) | 4,400,000 |
| 22 | Resolusi Kreatif Sdn. Bhd. (“RK”) | 2,000,000 |
| 10 | Total: | 20,000,000 |
| 100 |
2.3. Basis and justification in arriving at the Purchase Consideration
The Purchase Consideration was arrived at on a willing-buyer willing-seller basis, after taking into consideration, amongst others, the following:
(a) Minimum PAT;
(b) rationale of the Proposed Acquisition as set out in Section 5; and
(c) prospects as set out in Section 6.
2.4. Source of funding
The Purchase Consideration for the Proposed Acquisition will be funded via internally generated funds.
2.5. Liabilities to be assumed by VSI
Save for the obligations and liabilities of VSI under the SSA, VSI will not assume any other liabilities (including contingent liabilities and/or guarantees, if any) pursuant to the Proposed Acquisition.
2.6. Additional financial commitment
After the completion of the Proposed Acquisition, VSI does not expect to incur any additional material financial commitment to the existing operations of HTPW and its subsidiary (“HTPW Group”) other than advances as mentioned under item 4 below.
2.7. Salient terms of the SSA
The salient terms of the SSA are as follows:
(a) Sale and purchase of the Sale Shares
The Vendors agree to sell and the Company agrees to purchase the Sale Shares free from any claims, charges, liens, encumbrances and equities whatsoever together with all rights attached thereto.
(b) Purchase Consideration
The Purchase Consideration shall be satisfied wholly by cash.
3. DETAILS OF THE PROPOSED CALL OPTION IN RELATION TO 9% OF SHAREHOLDINGS OF HTPW
3.1 The Proposed Call Option
Subsequent to the completion of the SSA, TEK & YTH have offered a call option over the following 1,800,000 ordinary shares (“Option Shares”) representing 9% of the total issued share capital of HTPW to the Company as per the terms and conditions stipulated in the Call Option Agreement:
| | No. of Option Shares | | TEK | 900,000 | | YTH | 900,000 | | TOTAL | 1,800,000 |
3.2 Salient terms of the Call Option Agreement
a. The Call Option granted herein may be exercised by VSI at any time during the Option Period by notice in writing to TEK & YTH. The Option may be exercised by VSI once only (and not more than once) in respect of all (and not some only) of the Option Shares by serving the Exercise Notice on TEK & YTH during the Option Period and not otherwise.
b. The Call Option may be exercised by VSI within the following option period (“Option Period”):
(i) if HTPW achieves an audited PAT of RM20,000,000.00 (“PAT Target”) during any financial year on or before 31 December 2025, the Call Option is exercisable by VSI at any time within 12 months from HTPW achieving the PAT Target; or
(ii) if HTPW fails to achieves the PAT Target by 31 December 2026, the Call Option is exercisable by VSI at any time from 1 January 2027 until 31 December 2027.
c. The price for each Option Shares will be calculated based on 5 times of the PAT, as determined from the relevant audited consolidated accounts of HTPW Group prepared in accordance with MFRS for the Financial Year preceding the Option Period, divided by the total number of shares in the issued capital of HTPW on the commencement of Option Period.
3.3 Source of funding
The consideration for the Proposed Call Option will be funded via internally generated funds.
3.4 Liabilities to be assumed by VSI
Save for the obligations and liabilities of VSI under the Call Option Agreement, VSI will not assume any other liabilities (including contingent liabilities and/or guarantees, if any) pursuant to the Proposed Call Option.
3.5 Additional financial commitment
After the completion of the Proposed Call Option, VSI does not expect to incur any additional material financial commitment to the existing operations of HTPW Group.
4. DETAILS OF THE PROPOSED SHAREHOLDERS’ ADVANCES TO HTPW
Upon the completion of the SSA, the shareholders (including the Company) of HTPW have agreed to advance a total sum of RM6,000,000.00 (Shareholders’ Advances”) to HTPW Company in the following breakdown:
Shareholders | Amount to be advanced (RM) | VSI | 3,060,000.00 | RK | 600,000.00 | TEK | 2,040,000.00 | YTH | 300,000.00 | TOTAL | 6,000,000.00 |
The advancement of RM3,060,000.00 by VSI to HTPW is equivalent to 51% of the total agreed advance sum and in accordance with VSI’s 51% shareholding in HTPW. The purpose of advances is for working capital of HTPW Group.
5. RATIONALE FOR THE PROPOSALS
The Proposed Acquisition will enable VSI to further enhance its value chains in tools and die design and fabrication, machining and surface finishing division.
6. RISK FACTORS ASSOCIATED WITH THE PROPOSALS
6.1. Acquisition risk
Although the Proposed Acquisition and Call Option are expected to contribute positively to the earnings of the enlarged VSI in the long term, there is no assurance that the anticipated benefits of the Proposed Acquisition and Call Option will be realised or that the enlarged VSI Group will be able to generate sufficient returns to offset the costs associated with the Proposed Acquisition and Call Option.
6.2. Dependency on the key management personnel of HTPW Group for its continued success
The continued success of HTPW Group is largely attributed to the expertise and continuous efforts of the existing key management personnel of which consist of amongst others, the directors of HTPW, who possess the relevant technical knowledge in the operational processes of HTPW Group. Therefore, the loss of any of such personnel could adversely affect the enlarged VSI Group’s continued ability to manage the operations of HTPW Group effectively and competitively.
Notwithstanding the above, VSI Group will use its best endeavours to reduce dependency on any particular key management personnel by attracting qualified and experienced personnel and addressing succession planning by grooming capable employees to complement the management team of HTPW Group.
7. EFFECTS OF THE PROPOSALS
7.1. Issued share capital
The Proposals will not have any effect on the issued share capital of VSI as it does not involve any issuance of new ordinary shares in VSI.
7.2. NA and gearing
The Proposals do not have any material impact on the net assets and gearings of VSIB for the financial year ending 31 July 2024.
7.3. Earnings and Earnings per Share (“EPS”)
The Proposals do not have any material impact on the earnings per share of VSIB for the financial year ending 31 July 2024.
7.4. Substantial shareholders’ shareholdings
The Proposals will not have any effect on the substantial shareholders’ shareholdings in VSI as it does not involve any issuance of new ordinary shares in VSI.
8. APPROVAL/CONSENT REQUIRED
The Proposals is not subject to the approval of the shareholders of the Company and/or any other parties and/or relevant authorities.
9. DIRECTORS’ AND/OR MAJOR SHAREHOLDERS’ AND/OR PERSONS CONNECTED WITH DIRECTORS’ OR MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of the Company and/or persons connected to the Directors and/or major shareholders of the Company has any interest, direct or indirect in the Proposed Acquisition.
10. STATEMENTS BY THE BOARD
The Board of VSI, having considered all aspects of the Proposed Acquisition, including but not limited to the rationale, prospects, salient terms of the SSA and effects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of VSI.
11. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by 31 October 2023.
12. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02 (g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.24% based on the audited consolidated financial statements of VSI for the financial year ended 31 July 2022.
13. DOCUMENT AVAILABLE FOR INSPECTION
A copy of the SSA will be made available for inspection by the shareholders of VSI at the registered office of VSI at Suite 9E, Level 9, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor during the normal business hours from Mondays to Fridays (except for Public Holiday) for a period of three (3) months from the date of this Announcement.
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 21-9-2023 03:20 PM
|
显示全部楼层
Type | Announcement | Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS | Description | V.S. INDUSTRY BERHAD ("VSI" OR THE COMPANY") I. PROPOSED FURTHER ACQUISITION OF 2,200,0000 ORDINARY SHARES IN HT PRESS WORK SDN BHD (HTPW), REPRESENTING 11% EQUITY INTEREST IN HTPW BY THE COMPANY AND MAKING HTPW A 51% OWNED SUBSIDIARY OF THE COMPANY ("PROPOSED ACQUISTION") II. PROPOSED CALL OPTION IN RELATION TO 9% OF SHAREHOLDINGS OF HTPW ("PROPOSED CALL OPTION") III. SHAREHOLDERS ADVANCES TO HTPW ("SHAREHOLDERS ADVANCES") (COLLECTIVELY REFERRED TO AS "PROPOSALS") | We refer to our announcement dated 19 September 2023 and append additional information as below:-
(i) Minimum PAT in clause 2.3 refer to Profit After Taxation of RM20.0 million for any financial year before 31 December 2025.
(ii) Historical financial information of HTPW Group for the year ended 31 December are as follows:-
| FY2022 | FY2021 | FY2020 |
| RM'000 | RM'000 | RM'000 | | Revenue | 21,342 | 16,755 | 20,247 | Profit/(Loss) Before Taxation | (1,302) | (882) | 1,494 | Profit/(Loss) After Taxation | (1,349) | (918) | 1,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 29-9-2023 12:14 AM
|
显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Jul 2023 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Jul 2023 | 31 Jul 2022 | 31 Jul 2023 | 31 Jul 2022 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 1,161,669 | 1,004,369 | 4,599,783 | 3,914,059 | | 2 | Profit/(loss) before tax | 94,445 | 38,519 | 245,643 | 205,759 | | 3 | Profit/(loss) for the period | 64,639 | 23,177 | 174,446 | 151,328 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 66,084 | 35,587 | 183,920 | 170,760 | | 5 | Basic earnings/(loss) per share (Subunit) | 1.72 | 0.93 | 4.79 | 4.47 | | 6 | Proposed/Declared dividend per share (Subunit) | 1.00 | 0.80 | 2.20 | 2.00 |
|
| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.5600 | 0.5400
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 29-9-2023 12:14 AM
|
显示全部楼层
Entitlement subject | Fourth Interim Dividend | Entitlement description | Fourth Interim Dividend of 0.5 sen per ordinary share | Ex-Date | 12 Oct 2023 | Entitlement date | 13 Oct 2023 | Entitlement time | 04:30 PM | Financial Year End | 31 Jul 2023 | Period | 13 Oct 2023 to 13 Oct 2023 | Share transfer book & register of members will be | to closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 27 Oct 2023 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 13 Oct 2023 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0050 | |
|
|
|
|
|
|
|
|
|
|
|
|
发表于 28-3-2024 02:22 PM
|
显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Jan 2024 |
| | INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Jan 2024 | 31 Jan 2023 | 31 Jan 2024 | 31 Jan 2023 | $$'000 | $$'000 | $$'000 | $$'000 |
| 1 | Revenue | 895,022 | 1,147,007 | 2,048,120 | 2,441,334 | | 2 | Profit/(loss) before tax | 19,521 | 38,843 | 83,673 | 119,703 | | 3 | Profit/(loss) for the period | 11,938 | 27,711 | 59,728 | 86,999 | | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 16,001 | 30,360 | 64,985 | 91,067 | | 5 | Basic earnings/(loss) per share (Subunit) | 0.42 | 0.79 | 1.69 | 2.37 | | 6 | Proposed/Declared dividend per share (Subunit) | 0.30 | 0.40 | 0.60 | 0.80 |
|
| 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 ($$) | 0.5800 | 0.5600
|
|
|
|
|
|
|
|
|
|
|
|
|
发表于 28-3-2024 02:24 PM
|
显示全部楼层
Entitlement subject | Second Interim Dividend | Entitlement description | Second Interim Dividend of 0.3 sen per share | Ex-Date | 15 Apr 2024 | Entitlement date | 16 Apr 2024 | Entitlement time | 04:30 PM | Financial Year End | 31 Jul 2024 | Period |
| | Share transfer book & register of members will be | 16 Apr 2024 to 16 Apr 2024 closed from (both dates inclusive) for the purpose of determining the entitlement | Payment Date | 30 Apr 2024 | a.Securities transferred into the Depositor's Securities Account before 4:30 pm in respect of transfers | 16 Apr 2024 | b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit |
| | c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange. | Number of new shares/securities issued (units)
(If applicable) |
| | Entitlement indicator | Currency | Announced Currency | Malaysian Ringgit (MYR) | Disbursed Currency | Malaysian Ringgit (MYR) | Entitlement in Currency | Malaysian Ringgit (MYR) 0.0030 | |
|
|
|
|
|
|
|
|
|
|
| |
 本周最热论坛帖子
|
3642 
63
