MSWG Weekly Newsletter 28 December 2018 (English)

28.12.2018

MSWG’S WATCHLIST

RED SENA BERHAD

CIRCULAR TO THE SHAREHOLDERS IN RELATION TO THE PROPOSED MEMBERS' VOLUNTARY WINDING UP AND PROPOSED APPOINTMENT OF LIQUIDATORS

Under the Equity Guidelines, a SPAC must complete its Qualifying Acquisition within the Permitted Timeframe.

A SPAC which fails to complete a Qualifying Acquisition within the Permitted Timeframe must be liquidated

pursuant to Paragraph 6.41 of the same. The Company was listed on Bursa Securities on 10 December 2015.

The last day of the Permitted Timeframe for the Company to complete the Qualifying Acquisition was on 10 December 2018. On 6 July 2018, the Company announced to Bursa Securities that it has yet to enter into a conditional sale and purchase agreement for a Qualifying Acquisition.

As at the date of the said announcement, the Company had approximately five months left of the Permitted Timeframe to identify, sign a sale and purchase agreement and complete a Qualifying Acquisition.

Taking into consideration the processes and approvals required to complete a Qualifying Acquisition and the remaining time left, the Board had deliberated and concluded that the Company would not be able to complete a Qualifying Acquisition within the Permitted Timeframe.

In line with Paragraph 6.41 of the Equity Guidelines, and as further provided under Article 60C (7)(a) of the

Articles, if the Company is unable to complete a Qualifying Acquisition within the Permitted Timeframe, the

liquidation process shall commence as soon as practicable within 60 days after the expiry of the Permitted

Timeframe.

(Source: RED SENA BERHAD’s announcement on Bursa Malaysia’s website on 24 December 2018)

http://disclosure.bursamalaysia.com/FileAccess/apbursaweb/download?id=190828&name=EA_DS_ATTACHMENTS

 

TRANSOCEAN HOLDINGS BHD

Transocean (THB) has entered into a head of agreement (HOA) with certain shareholders of Swift Haulage Sdn Bhd (Swift) namely Kenanga Nominees (Tempatan) Sdn Bhd, Persada Bina Sdn Bhd, Laserforms Sdn Bhd, Angka Dayamas Sdn Bhd, Bluefin Bidco Limited, Glory Portfolio Sdn Bhd, and Ng Chee Kin (collectively referred to as “the Vendors”) with the intention to acquire the entire equity interest in Swift. The Vendors collectively hold 77.20% equity interest in Swift.

(THB and the Vendors are collectively referred to as “Parties”). 

The Parties agree that the entire equity interest in Swift (on an as-converted basis) is valued at and will be acquired by THB at a purchase consideration of not less than RM750 million, subject to due diligence, to be satisfied entirely via the issuance of new ordinary shares in THB (“THB Shares” or “Shares”) at an issue price of RM1.50 per THB Share (“Consideration Share”).

Swift’s principal activities are provision of integrated logistics services, container haulage services and warehousing.

The HOA allows the Parties to negotiate the terms of the share sale agreement (SSA), which upon signing of the SSA will enable THB to explore the acquisition of Swift Group’s logistics operations.

(Source: Transocean’s announcement on Bursa Malaysia’s website on 18 December 2018)

http://disclosure.bursamalaysia.com/FileAccess/apbursaweb/download?id=91536&name=EA_GA_ATTACHMENTS

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MSWG’S AGM/EGM WEEKLY WATCH 31 December 2018 – 4 January 2019

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
3.1.19 (Thur) 10.30 am	GFM Services Bhd (EGM)	Seri Pacific Hotel Kuala Lumpur Jalan Putra, Chow Kit, Kuala Lumpur
4.1.19 (Fri) 10.30 am	V.S. Industry Bhd (AGM)	Hotel Jen Puteri Habour, Iskandar Puteri      Johor Darul Takzim

 

One of the points of interest to be raised:
Company	Points/Issues to Be Raised
V.S. Industry Bhd (AGM)	On page 11 of quarterly financial announcement for Q1FY19, the Company stated that the prospect in the second half of FY19 is expected to weaken as it anticipates the order flow from a key customer to decline, which would affect the Company’s profitability.  The Company further stated that to mitigate this scenario, serious discussion with several prospective MNC customers will be held to secure new orders. What is the reason for the decline in the order flow? What is the progress on the discussion with the MNCs? What are other measures taken to improve the Company’s profitability?

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MSWG’S VIGILANCE

Listing of PN17 and GN3 companies

PN17 Companies

1. AMTEK HOLDINGS BERHAD
2. APFT BERHAD
3. RGT BERHAD (fka ASIA KNIGHT BERHAD)
4. BERJAYA MEDIA BERHAD
5. BERTAM ALLIANCE BERHAD
6. CHINA AUTOMOBILE PARTS HOLDINGS LIMITED
7. DAYA MATERIALS BERHAD
8. EKA NOODLES BERHAD
9. HB GLOBAL LIMITED
10. KINSTEEL BHD
11. KUANTAN FLOUR MILLS BERHAD
12. MAA GROUP BERHAD
13. MALAYSIA PACIFIC CORPORATION BERHAD
14. MAXWELL INTERNATIONAL HOLDINGS BERHAD
15. MULTI SPORTS HOLDINGS LTD
16. PERISAI PETROLEUM TEKNOLOGI BERHAD
17. STONE MASTER CORPORATION BERHAD
18. SUMATEC RESOURCES BERHAD
19. TH HEAVY ENGINEERING BERHAD
20. UTUSAN MELAYU (MALAYSIA) BERHAD
21. YFG BERHAD

 GN3 Companies

1. G NEPTUNE BERHAD
2. IDIMENSION CONSOLIDATED BERHAD
3. WINTONI GROUP BERHAD

Malaysia’s economy likely to grow in February-April 2019: DoSM

http://www.theedgemarkets.com/article/malaysias-economy-likely-grow-februaryapril-2019-dosm

Bursa, Asian markets slide on political uncertainty in Washington
https://www.thestar.com.my/business/business-news/2018/12/26/bursa-slides-on-political-uncertainty-in-washington/

KLCI to hover above 1,680-level, oil & gas stocks seen in focus

http://www.theedgemarkets.com/article/klci-hover-above-1680level-oil-gas-stocks-seen-focus

Tired bulls versus energised bears?

http://www.theedgemarkets.com/article/tired-bulls-versus-energised-bears

Unsold completed residential properties increase by 48%
https://www.thestar.com.my/business/business-news/2018/12/24/higher-overhang/

Unravelling Vincent Tan’s business empire

•        With regard to the companies mentioned, MSWG holds a minimum number of shares in all these companies covered in this newsletter.

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.