MESSAGE FROM THE CEO
Goodbye 2019. Hello 2020
As 2019 comes to a close, MSWG wishes all its readers a very happy and meaningful New Year. The Observer newsletter will be taking a break next week.
To kick-start 2020, MSWG will launch its revamped The Observer newsletter after the break. We aim to deliver more relevant and value-added information to keep our readers informed. We also seek to provide more unbiased and unvarnished points of view to the public.
Do watch out for the revamped newsletter which will resume publication in the second week of January 2020.
MSWG advocates minority shareholder activism and is looking forward to seeing more minority shareholders joining in the activism bandwagon.
We are looking for Corporate Monitoring Analysts - people with knowledge and skill in analysing annual reports of public listed companies (PLCs), CG Statements, circulars to shareholders on corporate exercises AND are comfortable speaking-up at AGMs/EGMs. If you feel you may be the right candidate for MSWG, please email your CV to us at [email protected].
MSWG would also like to thank the Capital Market Development Fund for continuing to support MSWG’s activities throughout the year.
MSWG AGM/EGM Weekly Watch 30 December 2019 – 3 January 2020
For this week, the following are the AGMs/EGMs of companies which are in the Minority Shareholders Watch Group’s (MSWG) watch list.
The summary of points of interest is highlighted here, while the details of the questions to the companies can be obtained via MSWG’s website at www.mswg.org.my.
|
Date & Time |
Company |
Venue |
|
30.12.19 (Mon) |
Barakah Offshore Petroleum Bhd |
Sireh Junjung Banquet Hall, Encorp Strand Mall, Kota Damansara, Petaling Jaya |
|
30.12.19 (Mon) |
Nexgram Holdings Bhd |
Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara |
|
30.12.19 (Mon) |
Poh Kong Holdings Bhd |
Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara |
|
31.12.19 (Tue) |
Southern Acids (M) Bhd |
Setia City Convention Centre, No 1 Jalan Setia Dagang, Setia Alam, Shah Alam, |
|
03.01.20 (Fri) |
V.S. Industry Bhd |
Hotel Jen Puteri Harbour, Puteri Harbour, Iskandar Puteri, Johor |
|
03.01.20 (Fri) |
Homeritz Corporation Bhd |
Bei Boutique Hotel, Centro Meeting Hall Level 3, 8-3, Muar Johor Darul Takzim |
|
One of the points of interest to be raised: |
|
|
Company |
Points/Issues to Be Raised |
|
Nexgram Holdings Bhd |
1. Impairment losses on other receivables amount to RM2.56 million (2018: RM0.43 million) (Note 12, page 102 of AR2019). (a) What is the nature of these impairment losses on other receivables? (b) Is the amount recoverable? If so, what actions have been taken to recover the said amount? 2. Staff costs – other benefits increased to RM324,762 (2018: RM5,005) (Note 27, page 116 of AR2019). What is the reason for the huge increase in other benefits? What comprises other benefits? 3. Development costs written-off amount to RM17.55 million (2018: RM12.40 million) (Note 11(a), page 101 of AR2019). (a) Which property development project does the amount written-off relate to? (b) Please provide brief details on the status of the land held for property development. |
|
Poh Kong Holdings Bhd |
Poh Kong has RM1.8 million of outstanding amount payable to directors (page 119 of AR2019). What is the nature of the overdue amount? Who are the directors to whom Poh Kong is indebted to? |
|
V.S. Industry Bhd |
For the period of FY2016 to FY2019 of Financial Highlights (refer Page 07) of the Annual Report, the Group Revenue increased 82.86% to RM3,978.350 million from RM2,175.626 million but the gross margin recorded a decline of 40.00% to 9.3% from 15.5%.
|
|
Homeritz Corporation Bhd |
The Company has stated in CG report that it intends to maintain the current board composition until such time where the need for a Chairman arises. When will the Company envisage such a need arising? |
LONDON BISCUITS BERHAD
1) Notice of Intention to Move Resolutions Requiring Special Notice Pursuant to Sections 206(3) and 322 of the Companies Act 2016
2) Notice of Intention to Move Resolutions for Removal of Directors from Office and to Propose Persons for Election as Directors
3) Notice of Extraordinary General Meeting called by a member pursuant to Section 310(b) of the Companies Act 2016
The Company wishes to announce that LBB had received a letter dated 20 December 2019 from three (3) shareholders of LBB who claims to hold at least 10% of the issues share capital of LBB in aggregate, giving notice of the following:
- Appointment of new directors of LBB namely, Mazlan bin Mohamad, Mak Siew Wei and Koo Kien Yoon, with immediate effect;
- Removal of current directors of LBB namely, Mahadir bin Manap and Tan Meng Hui, with immediate effect; and
- Intention to move the above-mentioned resolutions as ordinary resolutions at an Extraordinary General Meeting of LBB which is to be held on 31 January 2020.
LBB would be seeking legal advice on the necessary course of action to be taken in relation to the aforementioned matter and convene a directors’ meeting in due course.
LBB will make the necessary announcement on further development of the above matter in due course. Please refer to the announcement for further details.
This announcement is dated 23 December 2019.
SCOMI GROUP BERHAD
- EXECUTION OF BINDING TERM SHEET ("BTS") BETWEEN SCOMI GROUP BHD ("SGB") AND THE RECEIVER AND MANAGER OF SCOMI RAIL BHD ("SRB") FOR A COMPOSITE SCOMI MONORAIL BUSINESS REVIVAL PLAN WHICH COMPLEMENT THE EXISTING PROPOSED CORPORATE EXERCISES UNDERTAKEN BY SGB
("PROPOSED TRANSACTIONS" OR "SCOMI MONORAIL BUSINESS REVIVAL PLAN")
The Board of Directors of SGB wishes to announce that SGB had, on 23 December 2019 entered into a binding term sheet (“BTS”) with Dato’ Adam Primus Varghese Bin Abdullah, the receiver and manager (the “R&M”), appointed by Malayan Banking Berhad (“Maybank”) (collectively referred to as “Parties”) over the property of SRB, an indirect wholly-owned subsidiary of SGB, which constitutes a composite SCOMI Monorail Business Revival Plan, involving the following:
(a) proposed business reorganisation on the monorail business segments for SGB group as set out in Section 2 of this announcement (“Proposed SGB Internal Reorganisation”); and
(b) proposed transfer of SGB’s monorail business intellectual property from the R&M for SRB for RM36 million (“Proposed SRB Settlement”).
The Proposed SGB Internal Reorganisation and Proposed SRB Settlement shall collectively be referred to as the Proposed Transactions or SCOMI Monorail Business Revival Plan. Please refer to the announcement for further details.
This announcement is dated 23 December 2019.
MALAYSIAN GENOMICS RESOURCE CENTRE BERHAD
- First Announcement Pursuant to Rule 8.03A of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements")
Reference is made to the Company’s announcement on 24 December 2019 pertaining to the completion of the disposal of the 100% equity interest held in MPath Sdn. Bhd. to Gribbles Pathology (Malaysia) Sdn. Bhd. (“Disposal”) of which the first tranche amounting to RM37.8 million was received today.
The Board of Directors of MGRC wishes to announce that, following the completion of the Disposal, MGRC has triggered Rule 8.03A(2) of the Listing Requirements. Accordingly, MGRC is now classified as an affected listed corporation.
Please be informed that the Company had on 5 December 2019 submitted its application to Bursa Securities to seek concurrence that MGRC may not be classified as a Cash Company pursuant to Rule 8.03 and Guidance Note 2 of the Listing Requirements. The Company is pending the concurrence from Bursa Securities on this matter.
Please refer to the attachment for details of the Company's obligations as an affected listed corporation.
This announcement is dated 24 December 2019.
Source:https://www.bursamalaysia.com/market_information/announcements/company_a...
PDZ HOLDINGS BHD
Resignation of Auditors
The Board of Directors (“the Board”) of PDZ wishes to announce that the Company has on 24 December 2019, received the notice in writing given pursuant to Section 281 of the Companies Act 2016 from ChengCo PLT (“ChengCo”) on their resignation as Auditors of the Company. Pursuant to Section 281(2) of the Companies Act 2016, ChengCo’s term of office will end with effect from 26 December 2019 as specified in the notice.
ChengCo were re-appointed as the Auditors of the Company at the last annual general meeting (“AGM”) of the Company held on 27 May 2019 to hold office until the conclusion of the next AGM of the Company. The resignation of ChengCo is due to Audit Oversight Board prohibits them from auditing financial statements of a public interest entity for twelve (12) months with effect from 6 August 2019.
Save for the above, the Board is not aware of any matters that need to be brought to the attention of the shareholders of the Company.
The Company will appoint a reputable audit firms as the new auditors of the Company.
Further announcement will be made by the Company in due course once the nomination of new auditors is finalised by the Company.
This announcement is dated 24 December 2019.
YEE LEE CORPORATION BHD
PUBLIC SHAREHOLDING SPREAD PURSUANT TO PARAGRAPH 8.02(1) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") ("LISTING REQUIREMENTS")
We refer to the previous announcements dated 13 June 2019, 11 July 2019, 28 August 2019 and 28 November 2019 in relation to the non-compliance with public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements.
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the above matter.
On 26 April 2019, UOB Kay Hian Securities (M) Sdn Bhd ("UOBKH") had, on behalf of Yee Lee Organization Bhd, Dato' Lim A Heng @ Lim Kok Cheong, Datin Chua Shok Tim @ Chua Siok Hoon, Lim Ee Young and Langit Makmur Sdn Bhd (collectively the "Joint Offerors"), served a notice of offer on our Board of Directors ("Board"), informing of the Joint Offerors' intention to undertake an unconditional voluntary take-over offer to acquire all the remaining ordinary shares in Yee Lee ("Yee Lee Shares") not already held by the Joint Offerors for a cash offer price of RM2.33 per Yee Lee Share ("Offer"). The Offer subsequently closed on 3 July 2019.
Subsequent to the closing of the Offer and as at the date of this announcement, the public shareholding spread of Yee Lee stands at 10.06%. As such, Yee Lee continues to be deemed not in compliance with the public shareholding spread requirement under Paragraph 8.02(1) of the Listing Requirements which stipulates that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders ("Public Spread Requirement").
We further wish to inform that Bursa Securities had vide its letter dated 23 December 2019 granted the Company a further extension of time of 6 months until 4 July 2020, to comply with the Public Spread Requirement.
At this juncture, the Joint Offerors do not intend to take any steps to address the shortfall in the public shareholding spread of Yee Lee, which arose as a direct consequence of the Offer, and are currently evaluating various options to withdraw the listing status of Yee Lee from the Official List of Bursa Securities.
This announcement is dated 24 December 2019.
PN17 Companies
- APFT BERHAD
- ASIA MEDIA GROUP BERHAD
- BARAKAH OFFSHORE PETROLEUM BERHAD
- BERJAYA MEDIA BERHAD
- BERTAM ALLIANCE BERHAD
- BRAHIM’S HOLDINGS BERHAD
- CHINA AUTOMOBILE PARTS HOLDINGS LIMITED
- COMINTEL CORPORATION BHD
- DAYA MATERIALS BERHAD
- EKA NOODLES BERHAD
- IRE-TEX CORPORATION BERHAD
- KINSTEEL BHD
- LOTUS KFM BERHAD (FORMERLY KNOWN AS KUANTAN FLOUR MILLS BERHAD)
- LONDON BISCUITS BERHAD
- MAA GROUP BERHAD
- MALAYSIA PACIFIC CORPORATION BERHAD
- MULTI SPORTS HOLDINGS LTD
- PERISAI PETROLEUM TEKNOLOGI BERHAD
- SCOMI GROUP BERHAD
- SEACERA GROUP BERHAD
- SUMATEC RESOURCES BERHAD
- TH HEAVY ENGINEERING BERHAD
GN3 Companies
- G NEPTUNE BERHAD
- IDIMENSION CONSOLIDATED BERHAD
- WINTONI GROUP BERHAD
Please refer to the link below for the latest status of the companies.
https://www.bursamalaysia.com/trade/trading_resources/listing_directory/...
REGULATORY NEWS
Auditor fined for non-compliance with International Standards on Auditing
https://www.sc.com.my/resources/media-releases-and-announcements/auditor-fined-for-non-compliance-with-international-standards-on-auditing
Individuals sought to assist the SC in its investigations
https://www.sc.com.my/resources/media-releases-and-announcements/individuals-sought-to-assist-the-sc-in-its-investigations
LOCAL NEWS AND DEVELOPMENTS
Malaysia slaps anti-dumping duties on cold rolled coils from these countries
Govt optimistic of achieving 4.8% GDP growth in 2020
https://www.theedgemarkets.com/article/govt-optimistic-achieving-48-gdp-growth-2020
BNM approves BPMB-Danajamin merger talks
https://www.theedgemarkets.com/article/bnm-approves-bpmbdanajamin-merger-talks
Petronas to develop four marginal fields
https://www.theedgemarkets.com/article/petronas-develop-four-marginal-fields
GLOBAL NEWS AND DEVELOPMENT
Record online sales give U.S. holiday shopping season a boost: report
Oil hits highest since September on trade hopes, OPEC cuts
MSWG TEAM
Devanesan Evanson, Chief Executive Officer, [email protected]
Quah Ban Aik, Head, Corporate Monitoring, [email protected]
Hoo Ley Beng, Head, Research & Development, [email protected]
Norhisam Sidek, Manager, Corporate Monitoring, [email protected]
Lee Chee Meng, Manager, Corporate Monitoring, [email protected]
Elaine Choo Yi Ling, Manager, Corporate Monitoring, [email protected]
Lim Cian Yai, Manager, Corporate Monitoring, [email protected]
Nor Khalidah Mohd Khalil, Analyst, Corporate Monitoring, [email protected]
DISCLOSURE OF INTERESTS
•With regard to the companies mentioned, MSWG holds a minimum number of shares in all these companies covered in this newsletter.
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DISCLAIMER
This newsletter and the contents thereof and all rights relating thereto including all copyright is owned by the Badan Pengawas Pemegang Saham Minoriti Berhad, also known as the Minority Shareholders Watch Group (MSWG).
The contents and the opinions expressed in this newsletter are based on information in the public domain and are intended to provide the user with general information and for reference only. Best efforts have been made to ensure that the information contained in this newsletter is accurate and current as at the date of publication. However, MSWG makes no express or implied warranty as to the accuracy or completeness of any such information and opinions contained in this newsletter. No information in this newsletter is intended to be or should be construed as a recommendation to buy or sell or an invitation to subscribe for any, of the subject securities, related investments or other financial instruments thereof.
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MSWG bears no responsibility or liability for any reliance on any information or comments appearing herein or for reproduction of the same by third parties. All readers or investors are advised to obtain legal or other professional advice before taking any action based on this newsletter.
ENDS. /
