【HONGSENG 0041 交流专区】（前名 MYSCM）

icy97

Type	Announcement
Subject	MULTIPLE PROPOSALS
Description	PANPAGES BERHAD ("PANPAGES" OR "COMPANY")(I)        PROPOSED RIGHTS ISSUE OF SHARES WITH WARRANTS;(II)        PROPOSED RIGHTS ISSUE OF ICPS;(III)        PROPOSED DIVERSIFICATION; AND(IV)        PROPOSED AMENDMENTS TO CONSTITUTION(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
On behalf of the Board of Directors of PanPages, TA Securities Holdings Berhad wishes to announce that the Company proposes to undertake the following: (i) proposed renounceable rights issue of up to 53,253,497 new ordinary shares in PanPages (“PanPages Shares”) (“Rights Shares”) on the basis of 1 Rights Share for every 5 existing PanPages Shares held at an issue price of RM0.25 per Rights Share, together with up to 159,760,491 free detachable warrants in PanPages (“Warrants”) on the basis of 3 Warrants for every 1 Rights Share subscribed for (“Proposed Rights Issue of Shares with Warrants”); (ii) proposed renounceable rights issue of up to 798,802,455 new irredeemable convertible preference shares in PanPages (“ICPS”) on the basis of 3 ICPS for every 1 existing PanPages Share held at an issue price of RM0.05 per ICPS (“Proposed Rights Issue of ICPS”); (iii) proposed diversification of the existing business of PanPages and its subsidiaries to include supply chain management business (“Proposed Diversification”); and (iv) proposed amendments to the constitution of PanPages (“Constitution”) to facilitate the Proposed Rights Issue of ICPS (“Proposed Amendments to Constitution”), (collectively referred to as the “Proposals”). Please refer to the attachment for further details of the Proposals. This announcement is dated 30 November 2018.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/5993685

Attachments Announcement.pdf

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Date of change	28 Dec 2018
Name	MR FONG WAI LEONG
Age	49
Gender	Male
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Resignation
Reason	Due to his personal venture in the future.
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	N/A
Family relationship with any director and/or major shareholder of the listed issuer	None
Any conflict of interests that he/she has with the listed issuer	None
Details of any interest in the securities of the listed issuer or its subsidiaries	PanPages Berhad- 323,650 ordinary shares- 500,000 share options under the Company's Employee Share Option Scheme

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Date of change	04 Jan 2019
Name	DATUK HAJI KHAN BIN MOHD AKRAM KHAN
Age	48
Gender	Male
Nationality	Malaysia
Designation	Managing Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Communications	Infrastructure University Kuala Lumpur

Working experience and occupation	Datuk Haji Khan Bin Mohd Akram Khan, is a strategist and a serial entrepreneur in the field of Big Data Analytics, Automotive, Logistics and Trading, and other related products. As the founder of AGA Group, Datuk Khans journey into Big Data Analytics started back in 2001, during the time when he was still involved in the Automotive Industry. Being an advocator towards a sustainable data management and governance, his National Data Ocean framework has been renowned and accepted by MAMPU and MDEC in pursuing Beyond 2020 Roadmap. Datuk Khan has almost 30 years of experience in the areas of Strategic Planning, Branding and Communication, Marketing, Digital Transformation and Data Analytics. Being a prominent figure in Big Data arena, Datuk Khan has been featured in many events such as HACKATHON and forums as a speaker in order to share his views on how businesses can capitalise data as the game changer to win deals. Armed with vast experience in various industries where he strongly believes that is the primary component in transforming and optimising business best practices, Datuk Khan has been proactively promoting the idea of Big Data Analytics based on his principles, methodology and architecture. His strong passion and deep understanding in data management and analytics and how it can assist businesses in making better and clearer decisions has led Datuk Khan to acquire an Australia based company, Clarity Private Limited in 2014. As a result of his acquisition which later changed the company's name to Clarity OSS (Malaysia) Sdn. Bhd. For the past almost 20 years, besides Clarity OSS (Malaysia) Sdn. Bhd., Datuk Khan has been building his business network under AGA Group of Companies; ONE STOP DOT COM, AGA ZONE and AGA GEMILANG.He is also currently the Executive Chairman of MMAG Holdings Berhad.
Directorships in public companies and listed issuers (if any)	MMAG Holdings Berhad
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	PanPages Berhad : Deemed Interest - 70,000,000 ordinary shares (26.367%)

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Date of change	22 Feb 2019
Name	MR DIRK JOHANN QUINTEN
Age	49
Gender	Male
Nationality	Germany
Designation	Alternate Director
Directorate	Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Masters	Electrical Engineering & Automation	SMDP Harvard Business School

Working experience and occupation

Dirk started his career in 1995 with MNC where he became a material handling systems authority and sought after commissioning expert around the globe.Dirk came to Malaysia in 2000 and shifted his focus towards corporate and project management. In the course of his career he worked with companies including FLSmidth, Conoco, Thyssenkrupp, Siemens, Alstom, TNB, GE, Wartsila, Rolls Royce, SMS, Hatch, SNC-Lavalin, Vale, Integrax, Ferrostaal, Petronas, Caterpillar, Melewar, Pertamina and made a name for himself in delivering complex projects, corporate turnarounds and capital market structures. With his ability to engage teams and to merge various company departments into a cohesive organisation, Dirk excels in improving corporate governance and business structures in order to achieve stability and growth. Dirk believes in transparent and ethical business conduct and has an extraordinary ability to build trust with stakeholders. He is a member of the Harvard Alumni Club as well as of the German Embassy's Round Table business forum in Malaysia. He is also currently an alternate director in MMAG Holdings Berhad.

Directorships in public companies and listed issuers (if any)

MMAG Holdings Berhad

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2018

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2018	31 Dec 2017	31 Dec 2018	31 Dec 2017
		$$'000	$$'000	$$'000	$$'000

1	Revenue	3,989	12,023	9,525	23,117
2	Profit/(loss) before tax	-6,183	-578	-5,072	-6,487
3	Profit/(loss) for the period	-6,186	-578	-5,076	-6,614
4	Profit/(loss) attributable to ordinary equity holders of the parent	-6,125	-742	-5,002	-6,650
5	Basic earnings/(loss) per share (Subunit)	2.33	0.22	1.91	2.49
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 ($$)	0.0830		0.1110

icy97

Type	Announcement
Subject	OTHERS
Description	INNOPRISE PLANTATIONS BERHAD ("INNO" OR "THE COMPANY')PROPOSED FINAL SINGLE TIER DIVIDEND
The Board of Directors of Innoprise Plantations Berhad had on 25 February 2019 recommended a final single tier dividend of 1 sen per ordinary share in respect of the financial year ended 31 December 2018.  The declaration of the final single tier dividend is subject to the approval of the Company's members at the forthcoming 25th Annual General Meeting of the Company. This announcement is dated 25 February 2019.

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PANPAGE - CHANGE OF NAME FROM PANPAGES BERHAD TO MSCM HOLDINGS BERHAD

PANPAGES BERHAD

Kindly be advised that the abovementioned Company has changed its name to MSCM HOLDINGS BERHAD.  As such,, the Company’s shares will be listed under the new name with effect from 9.00 a.m., Monday, 11 March 2019.

The Stock Short Name will be changed as follow:-

Old Name	Old Stock Short Name	New Name	New Stock Short Name
PANPAGES BERHAD	PANPAGE	MSCM HOLDINGS BERHAD	MYSCM

The Stock Number remains unchanged.

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Date of change	15 Mar 2019
Name	MR WONG YEE MING
Age	37
Gender	Male
Nationality	Malaysia
Designation	Alternate Director
Directorate	Non Independent and Non Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Degree	Marketing with Business Economics & Financial Management	Middlesex University, United Kingdom

Working experience and occupation	Wong Yee Ming is currently the Finance Director of Malinta Corporation Sdn Bhd where he first began his career as a project administrator. He was formerly attached to CIMB Investment Bank Berhad in their group treasury unit as vice-president credit and operational risk analytics. He has vast experience in project management, cash flow management, treasury and financial risk management. He holds a Bachelor of Arts in Marketing with Business Economics & Financial Management from Middlesex University, United Kingdom. He is also certified as a Customer Relationship Management Practitioner and Direct Marketing Practitioner from the Institute of Direct Marketing, United Kingdom.
Directorships in public companies and listed issuers (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Not related to any director or major shareholder of MSCM Holdings Berhad, except that Wong Yee Ming is the son of Wong Kim Sun, a substantial shareholder of MSCM Holdings Berhad.
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	MSCM Holdings Berhad - Ordinary Shares8,840,800 (3.33%) - Direct Interest

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Date of change	15 Mar 2019
Name	MR LAU KOK FUI
Age	57
Gender	Male
Nationality	Malaysia
Designation	Non Executive Director
Directorate	Non Independent and Non Executive
Type of change	Appointment

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Masters	Business Administration	Henley Management College, United Kingdom

Working experience and occupation	Lau Kok Fui is currently the Regional Director of General Electric Company. He has vast experience in business development and was recognised for many successful operational and business achievements.He began his aviation career as an Aircraft Maintenance Engineer with Malaysia Airlines in 1981. He later joined Ansett Australia in 1989 at Melbourne and rose through various positions and completed his MBA thesis in third party aircraft maintenance. He joined General Electric Company in 1998 as the Managing Director of GE on Wing Support (Malaysia) Sdn Bhd, where he founded and ran a successful award winning organisation and rose to the position of Regional Leader overseeing OWS operations and business development in the Asia Pacific Region.He holds a Master Degree in Business Administration from Henley Management College (UK). He also holds aircraft maintenance engineer licenses with Malaysia Department of Civil Aviation and Australian Civil Aviation Authority.
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	MSCM Holdings Berhad - Ordinary SharesDirect :10,776,400 (4.059%)Indirect :1,305,500 (0.492%) (Deemed interested by virtue of his spouse, Teh Chai Leng's interest pursuant to Section 59 of the Companies Act 2016

icy97

icy97 发表于 2-12-2018 06:17 AM
http://www.bursamalaysia.com/market/listed-companies/company-announcements/5979601

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	PROPOSED DISPOSAL OF THE ENTIRE EQUITY INTEREST IN PANPAGES LAB SDN. BHD. AND ITS ASSOCIATED COMPANY FOR A CASH CONSIDERATION OF RM3,500,000.00 ("PROPOSED DISPOSAL")
We refer to the announcement made on 21 November 2018 in relation to the Proposed Disposal (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein. The Board of Directors of MSCM Holdings Berhad (formerly known as PanPages Berhad) (“MSCM” or “Company”) wishes to announce that the Proposed Disposal has been completed on 15 March 2019 in accordance with the terms of the SSA. Accordingly, MSCM will ceased as the owner of the Sale Shares (i.e. 100% equity interest of PanPages Lab). This announcement is dated 15 March 2019.

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Notice of Interest Sub. S-hldr (Section 137 of CA 2016)

MSCM HOLDINGS BERHAD

Particulars of Substantial Securities Holder

Name	MR LIM PENG TONG
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares ("Shares")
Name & address of registered holder	LIM PENG TONGNo. 14, Jalan PE 11Taman Paya EmasPaya Rumput, 76450 Melaka

Date interest acquired & no of securities acquired
Date interest acquired	25 Mar 2019
No of securities	22,387,900
Circumstances by reason of which Securities Holder has interest	Acquisition of shares via off-market (16,507,700 Shares)Acquisition of shares via open market (5,880,200 Shares)
Nature of interest	Direct Interest
Total no of securities after change
Direct (units)	22,387,900
Direct (%)	8.433
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Date of notice	26 Mar 2019
Date notice received by Listed Issuer	26 Mar 2019

icy97

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	MSCM HOLDINGS BERHAD (FORMERLY KNOWN AS PANPAGES BERHAD)- PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN ACE WORLDWIDE LEASING SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM3.0 MILLION
The Board of Directors of MSCM Holdings Berhad wishes to announce that its has on 26 March 2019 entered into a Shares Sale Agreement with Ace Credit (M) Sdn. Bhd.  to acquire 3,000,000 ordinary shares in Ace Worldwide Leasing Sdn. Bhd. ("Ace") representing 100% equity interest in Ace for a purchase consideration of Ringgit Malaysia Three Million (RM3,000,000.00). Full details of the announcement is set out in the file attached. This announcement is dated 26 March 2019.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6105577

Attachments MSCM-Announcement-2019-Acquisition of Ace (Bursa).pdf

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Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-27032019-00001
Subject	PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN ACE WORLDWIDE LEASING SDN. BHD. ("ACE") FOR A TOTAL CASH CONSIDERATION OF RM3.0 MILLION ("PROPOSED ACQUISITION")
Description	ADDITIONAL INFORMATION - PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN ACE WORLDWIDE LEASING SDN. BHD. ("ACE") FOR A TOTAL CASH CONSIDERATION OF RM3.0 MILLION ("PROPOSED ACQUISITION")
Query Letter Contents	We refer to your Company’s announcement dated 26 March 2019, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:- 1.        The names of the Ace Credit (M) Sdn Bhd's substantial shareholders together with their respective shareholdings. 2.        The justification for the premium of RM71,283.00 over the audited net assets of ACE as at 30 April 2018. 3.        The source of funding for the Balance Consideration, and its breakdown. 4.        The period of time during which the SSA is available for inspection at the Registered Office of MSCM Holdings Berhad.
We refer to the announcement made on 26 March 2018 in relation to the Proposed Acquisition. (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein. The Board of Directors of MSCM Holdings Berhad wishes to announce the following additional information pertaining to the Proposed Acquisition:- (1)           The shareholder of Ace Credit (M) Sdn. Bhd. (i.e. the Vendor) is Ace Holdings Berhad, who holds the entire 50,000,000 issued share capital of the Vendor. (2)           The Purchase Consideration was arrived at after taking into consideration the following basis and justification:- (i)             The audited net assets of Ace of RM2,928,717 as at 30 April 2018; and (ii)            A premium of RM71,283.00 over the audited net assets of Ace as at 30 April 2018 taking into consideration the cost of set up of Ace and cost of maintaining Ace for about 16 years. In addition, Ace has obtained the necessary written acknowledgement from Bank Negara Malaysia ("BNM") to carry out leasing business, which is a requisite compliance letter from BNM before a company can commence leasing business. (3)           The Balance Consideration will be fully funded through internally generated fund. (4)           The SSA is available for inspection at the Registered Office of the Company during normal office hours from Mondays to Fridays (except public holidays) at 802, 8th Floor, Block C Kelana Square, 17 Jalan SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan for a period of 3 months from the date of the SSA. This announcement is dated 27 March 2019.

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Name	MR LIM PENG TONG
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares ("Shares")

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Apr 2019	6,520,100	Acquired	Direct Interest
	Name of registered holder	LIM PENG TONG
	Address of registered holder	No. 14, Jalan PE 11, Taman Paya Emas, Paya Rumput, 76450 Melaka
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition of Shares via open market (20,100 Shares)Acquisition of Shares via off market (6,500,000 Shares)
Nature of interest	Direct Interest
Direct (units)	29,350,500
Direct (%)	11.055
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	29,350,500
Date of notice	03 Apr 2019
Date notice received by Listed Issuer	03 Apr 2019

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Date of change	04 Apr 2019
Name	DATUK HAJI KHAN BIN MOHD AKRAM KHAN
Age	49
Gender	Male
Nationality	Malaysia
Designation	Managing Director
Directorate	Executive
Type of change	Resignation
Reason	To pursue other interests
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	Not Applicable
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	MSCM Holdings Berhad : Deemed Interest - 70,000,000 ordinary shares (26.367%)

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Date of change	04 Apr 2019
Name	MR DIRK JOHANN QUINTEN
Age	49
Gender	Male
Nationality	Germany
Designation	Alternate Director
Directorate	Executive
Type of change	Vacation Of Office
Reason	Following the resignation of Datuk Haji Khan Bin Mohd Akram Khan as Managing Director of the Company, the office of Mr. Dirk Johann Quinten as his Alternate Director shall ipso facto be vacated with immediate effect.

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Date of change	04 Apr 2019
Name	MR LIM PENG TONG
Age	60
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	Diploma	Diploma in Banking & Finance Services	Institute Bank-Bank Malaysia (IBBM)
2	Professional Qualification	Certified Credit Professional (CCP)	Asian Institute of Chartered Bankers (AICB)
3	Professional Qualification	Associate Member	Asian Institute of Chartered Bankers (AICB)

Working experience and occupation	Mr. Lim is an established banker with extensive experience in the financial and banking industry. He has served a long career path of 38 years with Malayan Banking Bhd with his last position as Regional Head of Business Banking covering the Northern Region of Penang/Kedah/Perlis. He rose from the ranks starting as a clerk in 1979 and within a short span of less than 4 years promoted to be an Operations Officer.  He has hold supervisory and leadership roles in various capacities ranging from operations and credit management for the last 34 years after his promotion. As Regional Head of Business Banking, he was responsible for the strategic planning to grow the commercial businesses especially in the aspects of commercial and corporate lending activities involving marketing, credit processes, business development, relationship management and most importantly ensuring asset quality for the Bank. Mr Lim have also served in various states in the country, from Melaka, Johor, Kuala Lumpur to the northern region of Penang, Kedah and Perlis which gives him an advantage of wide network and connection to many of the businessmen in the region.Mr. Lim Peng Tong graduated as a Diploma holder in Banking and Financial Services in 1997 with Institute Bank-Bank Malaysia (IBBM) while pursuing his career in the banking industry. Lim also holds a certificate in the Certified Credit Professional (CCP) since 2002, which is a professional requirement for all credit personnel in the banking industry. He is an Associate member with IBBM which is now known as Asian Institute of Chartered Bankers (AICB).Currently, he also sits on the board of directors of DWL Resources Berhad as their independent non-executive director in addition to being the Chairman of Audit Committee and Risk Management Committee. Mr. Lim is also a Non-Executive Chairman of Sterling Progress Berhad as well as an Independent Non-Executive Director and Chairman of Remuneration and Nomination Committee of Dynaciate Group.
Directorships in public companies and listed issuers (if any)	(1)        Sterling Progress Berhad(2)        DWL Resources Berhad(3)        Dynaciate Group Berhad
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	MSCM Holdings Berhad - Ordinary SharesDirect: 29,350,500 (11.055%)

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2019	31 Mar 2018	31 Mar 2019	31 Mar 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	983	5,988	10,509	29,106
2	Profit/(loss) before tax	-7,552	-19,503	-12,624	-25,991
3	Profit/(loss) for the period	-8,042	-21,025	-13,117	-27,639
4	Profit/(loss) attributable to ordinary equity holders of the parent	-8,070	-20,783	-13,072	-27,432
5	Basic earnings/(loss) per share (Subunit)	-3.04	-7.83	-4.92	-10.33
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 ($$)	0.0640		0.1162

icy97

icy97 发表于 7-4-2019 06:36 AM
http://www.bursamalaysia.com/market/listed-companies/company-announcements/6105577

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	MSCM HOLDINGS BERHAD (FORMERLY KNOWN AS PANPAGES BERHAD)-        TERMINATION OF SHARES SALE AGREEMENT ("SSA") PERTAINING TO THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN ACE WORLDWIDE LEASING SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM3.0 MILLION ("PROPOSED ACQUISITION")
We refer to the announcement made on 26 March 2018 in relation to the Proposed Acquisition (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein. The Board of Directors of MSCM Holdings Berhad wishes to announce that in view of business and commercial considerations, the Company has on 26 June 2019 mutually agreed with the Vendor to terminate the SSA for the Proposed Acquisition via execution of a termination notice (“Termination Notice”). The sum of RM75,696.00, being the Balance Consideration paid by the Company shall be refunded by the Vendor to the Company within 7 days from the date of Termination Notice. This announcement is dated 27 June 2019.

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Type	Announcement
Subject	OTHERS
Description	MACPIE BERHAD (FORMERLY KNOWN AS STERLING PROGRESS BERHAD) ("MB" OR "COMPANY")PROPOSED DISPOSAL OF THE ENTIRE EQUITY INTEREST IN TEJARI SDN BHD ("TSB") FOR A CONSIDERATION OF RM1 TO BE SATISFIED BY CASH CONSIDERATION OF RM1 ("PROPOSED DISPOSAL")
1.  INTRODUCTION The Board of Directors of MB (“Board”) wishes to announce that MB (“Vendor”) had on 28 June 2019 entered into a Share Sale And Purchase Agreement (“SSA”) with Sim Wooi Lee (NRIC No.: 810905-07-5459) and Tan Joo Kok (NRIC No.: 660209-07-5403) (“Purchasers”) for the disposal of the entire equity interest in TSB comprising 2,407,500 ordinary shares in TSB (“TSB Shares”) (“TSB Sale Shares”) at the purchase price of RM1.00 only (“Disposal Consideration”) to be satisfied by cash consideration of RM1.00 only. The TSB Sale Shares shall be disposed free from all liens, charges and encumbrances and with full legal and beneficial title with all rights attaching thereto (including all dividends and distributions (if any) declared in respect thereof) with effect from the date of the SSA. Upon completion of the Proposed Disposal, TSB will cease to be wholly-owned subsidiary of MB. 2.  DETAILS OF THE PROPOSED DISPOSAL 2.1       Background information on TSB TSB was incorporated in Malaysia on 5 October 1984 under the Companies Act, 1965 (“Act”) as a private limited company. TSB is principally engaged in investment holding and designing, building and assembling of hydraulic automation system, components and activities thereof for industrial applications, the research, development and manufacture of electrohydraulic automation system and the provision of customised mechanical and automation design solution. Based on the latest audited consolidated financial statements of TSB for the 15 months financial period ended (“FPE”) 30 June 2018, TSB had net liabilities (“NL”) of approximately RM1,299,878 as at 30 June 2018. The revenue of TSB was approximately RM5,159,278 for the FPE 30 June 2018 and its loss after tax for the same financial period was approximately RM5,363,158. 2.1.1    Basis of and justification in arriving at the Disposal Consideration The Disposal Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following: (i) the audited NL of TSB of RM1,299,878 as at 30 June 2018 based on its audited financial statements for the financial period ended 30 June 2018; and (ii) the rationale for the Proposed Disposal as set out in Section 3 of this announcement. 2.1.2    Salient terms of the SSA The salient terms of the SSA include, inter alia, the following: Consideration Amount The sale and purchase consideration for the TSB Sale Shares is RM1.00 only. Payment of Consideration Payment of the consideration shall be by way of cash consideration of RM1.00 only. Pre-completion Upon the receipt by the Vendor of the full Purchase Price, the Vendor shall deliver or cause to be delivered to the Purchasers’ Solicitors as stakeholders the following documents (“the Documents”) whereupon the Purchasers’ Solicitors are fully authorized by the Vendor to deal with the Documents as the Purchasers’ Solicitors deem fit upon Completion:- (a) the original share certificates in respect of the TSB Sale Shares; (b) the original duly executed but undated share transfer forms by the Vendor to the Purchasers; (c) the original pre-signed undated letter of resignation by KENNY KHOW CHUAN WAH (NRIC No. 750412-10-5697/A3022083) from office as director of TSB and acknowledging therein that he has no claim whatsoever against TSB for compensation for loss of office, damages, pensions, loans or otherwise; (d) appropriate forms to amend the mandates given by TSB to its bankers; (e) the circular resolution of the Board of Directors of TSB approving the transfer of the TSB Sale Shares from the Vendor to the Purchasers; (f) the circular resolution of the members of TSB approving and authorising the sale of the TSB Sale Shares by the Vendor to the Purchasers at the Purchase Price; (g) the circular resolution of the Board of Directors of the Vendor approving the sale of the TSB Sale Shares to the Purchasers; (h) the circular resolution of the members of the Vendor approving and authorising the sale of the TSB Sale Shares by the Vendor to the Purchasers at the Purchase Price; (i) the resolutions of the members and board of directors of TSB approving the appointment of the following person as the new director of TSB:-                               SIM WOOI LEE (NRIC No. 810905-07-5459) (j) the latest Audited Accounts of TSB; and (k) such other documents as may be necessary to register the transfer of the TSB Sale Shares in favour of the Purchasers. 2.1.3    Original cost and date of investment The original cost and date of investment in TSB by the Vendor is as follows: Date Cost of Investment (RM) No. of TSB Shares 30 September 2006 6,778,239 2,407,500

2.2       Background information on Purchasers

Mr Sim Wooi Lee, aged 38 is a Malaysian. Mr Tan Joo Kok, aged 53  is a Malaysian.

2.3       Liabilities to be assumed

Save for the liabilities stated in the financial statements of TSB, there are no other liabilities, including contingent liabilities and/or guarantees, to be assumed by the Purchasers pursuant to the Proposed Disposal.

3.  RATIONALE FOR THE PROPOSED DISPOSAL

MB and its subsidiaries (“MB Group”) are principally engaged in the distribution of volume information and communication technology (“ICT”) products such as computers equipment and peripheral, smartphone, mobile phone and accessories to resellers and retailers. The MB Group’s distribution of information technology products contributed approximately 86.66% of MB Group’s revenue for the FPE 30 June 2018, whilst the hydraulic segment (under TSB) only contributed approximately 10.28% of MB Group’s revenue for the FPE 30 June 2018. In addition, TSB recorded RM5,363,158 loss after tax for the FPE 30 June 2018 and RM1,371,102 loss after tax for the FYE 31 March 2017.

The Proposed Disposal will enable the MB Group to focus on its distribution of information technology products. TSB was principally involved in the hydraulic segment which has been loss making the past few financial years.

In addition, the Proposed Disposal is expected to result in a gain on disposal of approximately RMNil.

4.  UTILISATION OF PROCEEDS

The cash consideration will be used to pay salaries of employees of MB Group.

5.  RISK FACTORS

5.1    Loss of contribution and future income from TSB

Upon completion of the Proposed Disposal, TSB which contributed approximately 10.28% of the MB Group’s audited revenue based on the audited accounts of the Group for the FPE 30 June 2018, will cease to be subsidiary of the Company. Hence, MB will cease from consolidating the result of TSB.

In view of the above, the management of the MB Group is of the view that the loss of future income from TSB pursuant to the Proposed Disposal will not have material adverse impact on the MB Group’s financial performance as TSB has been recording losses in the last few financial years.  

6.  EFFECTS OF THE PROPOSED DISPOSAL

6.1    Issued and paid-up share capital and substantial shareholders’ shareholdings

The Proposed Disposal will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of MB as the Disposal Consideration will be satisfied by cash and do not involve any issuance of new ordinary shares in MB (“MB Shares”) or convertible securities or cancellation of the number of existing MB Shares.

6.2     NA and gearing

The pro forma effects of the Proposed Disposal on the NA, NA per MB Share and gearing of the MB Group based on the audited consolidated financial statements of the MB Group as at 30 June 2018 are as follows:

(Audited)

As at 30 June 2018

(RM’000)

(I)

After the Proposed Disposal

(RM’000)

Share capital

46,931

46,931

Reserves

1,350

1,350(1)

Shareholders’ funds / NA

48,281

48,281

No. of MB Shares in issue

321,295,000

321,295,000

NA per MB Share (RM)

0.15

0.15

Total borrowings (RM’000)

947

947

Gearing (times)

0.02

0.02

Note:

(1) After taking into consideration the estimated net gain on disposal of approximately RM1 arising from the Proposed Disposal.

6.3       Earnings and earnings per share (“EPS”)

The Proposed Disposal is not expected to have any immediate material effect on the consolidated earnings of the MB Group for the year ended 30 June 2019. However, barring any unforeseen circumstances and based on the assumption that the Proposed Disposal will be completed in the quarter ended 30 June 2019, the Proposed Disposal is expected to result in an estimated net gain on disposals of approximately RM1 which translates into a consolidated EPS of approximately 0.00 sen to the MB Group for the year ended 30 June 2019.

For illustration purposes only, based on the audited consolidated financial statements of the MB Group for the FPE 30 June 2018, the pro forma effects of the Proposed Disposal on the consolidated loss and loss per Share (“LPS”) of MB Group, assuming that the Proposed Disposal was completed at the beginning of the said financial year are as follows:

	(Audited) As at 30 June  2018	Gain on Proposed Disposal	After the Proposed Disposal
Net loss attributable to the owners of the Company (RM’000)	(8,819)	1	(8,819)
No. of MB Shares in issue	321,295,000	-	321,295,000
EPS / (LPS) (sen)	(2.7)	0.00	(2.7)

7.  PERCENTAGE RATIOS

Pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Securities (“Listing Requirements”), the highest percentage ratios for the Proposed Disposal is 8.03% based on the value of TSB’s assets as compared to MB Group’s latest audited NA as at 30 June 2018 of approximately RM48.08 million.

8.  APPROVAL REQUIRED

The Proposed Disposal is not subject to the approval of the shareholders of MB and/or any authority.

9.  DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS   

None of the directors, major shareholders and/or persons connected with them has any interest, direct or indirect, in the Proposed Disposal.

10. DIRECTORS' STATEMENT

After having considered all aspects of the Proposed Disposal, the Board is of the opinion that the Proposed Disposal is in the best interest of the Company.

11.  ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances, the Board expects the Proposed Disposal to be completed within 1 month from the date of this announcement.

12.  DOCUMENTS AVAILABLE FOR INSPECTION

The SSA is available for inspection during normal business hours from 8.30 a.m. to 6.00 p.m. from Monday to Friday (excluding public holidays) at the registered office of MB at 51-21-A Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang, for a period of three (3) months from the date of this announcement.

This announcement is dated 28 June 2019.