MSWG Weekly Newsletter 13 December 2019 (English)

Friday, 13 December, 2019

13.12.2019

MSWG AGM/EGM Weekly Watch 16 – 20 December 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

17.12.19 (Tue)
10.00 am

Multi-Usage Holdings Bhd
(AGM)

Lexis Port Dickson, Batu 2, Jalan Seremban, Port Dickson

17.12.19 (Tue)
10.00 am

Hiap Teck Venture Bhd
(AGM)

Setia City Convention Centre, Setia Alam, Seksyen U13

17.12.19 (Tue)
10.30 am

Trive Property Group Bhd
(EGM)

Le Grandeur Palm Resort Johor, Jalan Persiaran Golf, Off Jalan Jumbo, Senai, Johor

17.12.19 (Tue)
11.30 am

Scientex Bhd
(AGM)

Scientex Packaging Film Sdn Bhd, Lot 4, Taman Perindustrian Pulau Indah, Port Klang

17.12.19 (Tue)
11.45 am

Amtek Holdings Bhd
(AGM)

Islamic Arts Muzium Malaysia, Jalan Perdana, KL

18.12.19 (Wed)
08.00 am

Borneo Oil Bhd
(AGM)

Victoria Point, Jalan OKK Awang Besar, W.P. Labuan

19.12.19 (Thur)
11.00 am

Greenyield Bhd
(EGM)

Bangi Resort Hotel, Off Persiaran Bandar,Bandar Baru Bangi

20.12.19 (Fri)
09.00 am

Saudee Group Bhd
(AGM)

Mahkota 4 Hall, Sungai Petani Inn, 427 Jalan Kolam Air, Sungai Petani, Kedah

20.12.19 (Fri)
09.30 am

MCE Holdings Bhd
(AGM)

Ponderosa Golf & Country Club, No. 3, Taman Ponderosa, Johor Bahru, Johor

20.12.19 (Fri)
10.00 am

NWP Holdings Bhd
(EGM)

Royale Chulan The Curve Hotel, No.6, Jalan PJU 7/3, Mutiara Damansara,Petaling Jaya

20.12.19 (Fri)
11.30 am

Subur Tiasa Holdings Bhd
(AGM)

No. 66-78, Pusat Suria Permata, Jalan Upper Lanang, C.D.T. 123, Sibu, Sarawak

One of the points of interest to be raised:

Company

Points/Issues to Be Raised

Multi-Usage Holdings Bhd
(AGM)

The Trading Division recorded a higher external revenue of RM1,622,538 in FY 2019 as compared to RM271,750 in FY 2018, an increase of RM1,350,788 or 497%

The segment result recorded a lower loss of RM105,096 in FY 2019 as compared to a higher segment loss of RM133,733 in FY 2018 in spite of the higher revenue in FY 2019. (Pages 101 and 103 of the Annual Report).

(a)    What is the reason for the Trading Division recording a loss despite an increase in revenue in FY 2019?

(b)    What measures have the Company taken to improve the performance of the Trading Division in future?

Hiap Teck Venture Bhd
(AGM)

The trading segment recorded a much lower Profit before Tax of RM2.0 million as compared to RM20.90 million in the previous financial year. This was principally due to margin erosion arising from the challenging macro-economic environment and increased volatility in steel prices (Page 12 of the Annual Report 2019).

(a)    How does the Board plan to address the margin erosion and increased volatility in     steel prices, moving forward? 

(b)    What is the targeted margin for the trading segment business for the next few years?

Trive Property Group Bhd
(EGM)

Trive’s registered office is in Penang (Annual Report 2019) and the Company’s business address is in Kulim Hi-Tech Park, Kedah (website). 

Please explain the rationale for holding the EGM at Senai, Johor.

Scientex Bhd
(AGM)

With the integration of Daibochi and Mega, the Group’s manufacturing division has expanded its products segment from 3 main categories of stretch film, custom film and specialty products to the latest 4th category which is known as converting. (page 28 of the Annual Report (MD&A),

(a)    Please provide the revenue and gross profit margin for the four product lines for FY2019.

(b)    What are the benefits of integration of Daibochi and Mega to the Group?

(c)    What are Daibochi’s percentage contribution towards topline and bottomline of the Group?

Borneo Oil Bhd
(AGM)

1.    Cumulated impairment losses on amount owing by subsidiaries amount to RM80.05 million (2018: RM27.69 million) (Note 14, page 108 of AR2019).

(a)    To which subsidiary companies do the said impairment relate to?

(b)    Is the amount recoverable? What is the amount recovered to-date?

2.    Deposits written off amount to RM14.57 million (2018: Nil) and prepayments written off amount to RM0.98 million (2018: Nil).

What were the measures taken to recover the said deposits and prepayments? What was it related to?

Saudee Group Bhd
(AGM)

The Company put RM6.37 million of receivables which is past due more than 90 days under the Expected Credit Loss” (ECL) category when analysing the ageing profile of receivables (page 123 of AR2019).

a)    The ECL made up 35% of Saudee’s total gross receivables of RM18.25 million in FY19. Why are the receivables facing such high non-collection risk? 

b)   What has been done to recover the outstanding receivables before they are classified as ECL? 

c)    What are the suggestions provided by the Risk Management Committee to better assess future customers and thus reduce the risk of ECL?

NWP Holdings Bhd
(EGM)

Proposed Granting of Options to the Independent Non-Executive Directors (Ordinary Resolutions 1 and 2)

In line with better good corporate governance practices, MSWG does not encourage the practice of giving option to non-executive directors as there is a risk of conflict of interests as their decisions may be guided by potential share price movements.

  1. What is the rationale for allocating the option to non-executive directors?
  2. How will the Board ensure that the issue of conflict of interest is addressed if the non-executives are also the recipients under the NWP’s Share Issuance Scheme (SIS), especially when presiding and deliberating on such allocations under the SIS?
  3. How is the monitoring process under the SIS undertaken?

Subur Tiasa Holdings Bhd
(AGM)

Your Group’s Revenue has been on a downward trend since FY2015. Revenue reported for FY2019 was RM315 million and has dropped 58.22% from RM754 million in FY2015. (Page 2 of the Annual Report (Financial Highlights))

(a)    Please explain the causes for the downward trend in the Group’s Revenue for the past 5 years.

(b)    What is the strategy to turnaround the Group’s Revenue and Profit in the future?

 


MSWG’S WATCHLIST

 

FGV HOLDINGS BERHAD

VARIOUS ARTICLES IN THE MEDIA REGARDING POTENTIAL SHAREHOLDING CHANGES INVOLVING TAN SRI SYED MOKHTAR IN FGV

We refer to the various articles in the media regarding Tan Sri Syed Mokhtar buying a stake in FGV Holdings Berhad (“FGV”).

FGV wishes to clarify that after checking with its Board of Directors and Senior Management, it is unaware of the proposals and discussions described in the articles.

FGV strives to create value for its stakeholders and explores all opportunities that would benefit the Group and its shareholders.

This announcement is dated 9 December 2019.

Source:https://www.bursamalaysia.com/market_information/announcements/company_a...

 

DAYA MATERIALS BERHAD

DEFAULT IN PAYMENT PURSUANT TO PARAGRAPH 9.19A OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD – DEFAULT IN PAYMENT OF THE 4-YEAR REDEEMABLE CONVERTIBLE UNSECURED BONDS OF UP TO RM126,000,000.00 IN NOMINAL VALUE (“BONDS”)

INTRODUCTION

The Board of Directors of Daya Materials Berhad (“DMB” or “Company”) (“Board”) wishes to announce that the Company had, on 9 December 2019, notified TMF Trustees Malaysia Berhad (“Trustee”) and Hong Leong Investment Bank Berhad as the facility agent for the Bonds (“Facility Agent”) that the Company is unable to meet the coupon payment and principal redemption for the Bonds amounting to RM87,220,848.06 (“Outstanding Sum”) on 13 December 2019 (“Default”). The Company has also instructed the Facility Agent to notify the paying agent, Bank Negara Malaysia on the non-payment and to suspend the facility code and stock code on 13

December 2019.

 

Solvency

The Board is putting in place several fund raising exercises and debt regularisation plan.

 

As the Company is already a PN17 issuer, and after further inquiry into the affairs of the Company, the Board is of the opinion that the Company is unable to provide Bursa Malaysia Securities Berhad (“Bursa Securities”) a solvency declaration as required under Paragraph 9.19A(4) of the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”).

On 24 September 2019, Hong Leong Investment Bank Berhad had, on behalf of the Board, announced that Bursa Securities had, via its letter dated 24 September 2019, decided to grant the Company an extension of time up to 27 February 2020 to submit the regularisation plan to the regulatory authorities for approval.

 

The Company will make the necessary announcement on further development of the regularisation plan in accordance with the requirements under PN17 of the Listing Requirements.

 

This announcement is dated 9 December 2019. Please visit the link below for further details.

 

Source: https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3008408  

 

BIMB HOLDINGS BERHAD

(I)       PROPOSED PLACEMENT;

(II)      PROPOSED SOA;

(III)     PROPOSED INTERNAL REORGANISATION;

(IV)    PROPOSED DISTRIBUTION AND CAPITAL REPAYMENT; AND

(V)     PROPOSED TRANSFER OF THE LISTING,

(COLLECTIVELY TO BE REFERRED TO AS "PROPOSALS").

 

On behalf of the Board of Directors of BHB, Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that the Company intends to undertake the following:

  1. Proposed placement of new ordinary shares in bhb (“BHB Shares”) to raise gross proceeds of up to RM800.0 million (“Proposed Placement”);

 

  1. Proposed payment to the holders (“Warrantholders”) of the outstanding warrants 2013/2023 of bhb (“Warrants”) by way of a Scheme of Arrangement (“SOA”) under Section 366 of the Companies Act 2016 (“Act”) (“Proposed SOA”);

 

  1. Proposed internal reorganisation of BHB and its subsidiaries (“BHB Group”) involving the disposal by BHB of its entire shareholdings in BIMB Securities (Holdings) Sdn. Bhd. (“BIMB Sec Holdings”), BIMB Securities Sdn. Bhd. (“BIMB Sec”) and Syarikat Al Ijarah Sdn. Bhd. (“SASB”) to its whollyowned subsidiary, Bank Islam Malaysia Berhad (“Bank Islam”) to be fully settled in cash (“Proposed Internal Reorganisation”);
  2. Proposed distribution of the entire shareholdings of BHB in Bank Islam and Syarikat Takaful Malaysia Keluarga Berhad (“STMKB”) by way of distribution-in-specie via a reduction and repayment of the entire share capital of BHB in accordance with Section 115 and Section 116 of the Act as well as using the retained earnings of BHB (“Proposed Distribution and Capital Repayment”); and

 

  1. Proposed transfer of the listing status of BHB on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) to Bank Islam after the completion of the Proposed Distribution and Capital Repayment (“Proposed Transfer of Listing”)

This announcement is dated 9 December 2019. Please visit the link below for further details.

Source: https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3008848

 

PRICEWORTH INTERNATIONAL BERHAD

MONTHLY ANNOUNCEMENT ON THE STATUS OF DEFAULT IN PAYMENT PURSUANT TO PARAGRAPH 9.19A OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

Reference is made to the Company’s announcement made on 31 October 2019 in relation to the Default in Payment (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein.

The Board of Directors of PWI (“Board”) wishes to announce that the Company had on 11 December 2019 received a letter from Bank Kerjasama Rakyat Malaysia Berhad (“Bank Rakyat”) dated 10 December 2019 approving an indulgence for PWI to fully settle the outstanding amount of the term loan facility (of RM22,686,596.70) by 26 May 2020 subject to monthly interest payment of RM230,000 starting December 2019.

Kenanga Investment Bank Berhad (“KIBB”) had on 19 November 2019 announced that Bursa Securities has approved the listing and quotation of up to 409,492,200 new ordinary shares to be issued pursuant to the Private Placement. The Board has obtained the shareholders’ approval to allot shares pursuant to Sections 75 and 76 of the Companies Act, 2016 at the Twenty-Third Annual General Meeting of the Company held on 29 November 2019. Upon the completion of the Private Placement, the Company may utilise up to RM10.0 million raised from the Private Placement to repay the loan instalments due to Bank Rakyat.

Further announcement on the development of the above matter will be made as and when necessary.

This announcement is dated 12 December 2019.

Source: https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3009318

RHB BANK BERHAD

PROPOSED DISPOSAL OF UP TO 94.70% OF THE EQUITY INTEREST HELD BY RHB BANK IN RHB INSURANCE BERHAD TO TOKIO MARINE ASIA PTE LTD ("TMA") ("PROPOSED DISPOSAL")

We refer to our announcement dated 31 July 2019 on the Proposed Disposal.

RHB Bank wishes to announce that after much negotiations and deliberations, both the Company and TMA have not been able to reach an agreement on mutually accepable terms and conditions for the Proposed Disposal.

Accordingly, RHB Bank and TMA have mutually agreed to cease negotiations, and will not proceed with the Proposed Disposal.

This announcement is dated 12 December 2019.

Source: https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3009086

 

PN17 Companies

  1. APFT BERHAD
  2. ASIA MEDIA GROUP BERHAD
  3. BARAKAH OFFSHORE PETROLEUM BERHAD
  4. BERJAYA MEDIA BERHAD
  5. BERTAM ALLIANCE BERHAD
  6. BRAHIM’S HOLDINGS BERHAD
  7. CHINA AUTOMOBILE PARTS HOLDINGS LIMITED
  8. COMINTEL CORPORATION BHD
  9. DAYA MATERIALS BERHAD
  10. EKA NOODLES BERHAD
  11. IRE-TEX CORPORATION BERHAD
  12. KINSTEEL BHD
  13. LOTUS KFM BERHAD (FORMERLY KNOWN AS KUANTAN FLOUR MILLS BERHAD)
  14. LONDON BISCUITS BERHAD
  15. MAA GROUP BERHAD
  16. MALAYSIA PACIFIC CORPORATION BERHAD
  17. MULTI SPORTS HOLDINGS LTD
  18. PERISAI PETROLEUM TEKNOLOGI BERHAD
  19. SCOMI GROUP BERHAD
  20. SEACERA GROUP BERHAD
  21. SUMATEC RESOURCES BERHAD
  22. TH HEAVY ENGINEERING BERHAD

 GN3 Companies

  1. G NEPTUNE BERHAD
  2. IDIMENSION CONSOLIDATED BERHAD
  3. 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/...


LOCAL NEWS AND DEVELOPMENTS

Malaysia’s approved investments for 2019 to fall behind target

https://www.thestar.com.my/business/business-news/2019/12/12/malaysias-approved-investments-for-2019-to-fall-behind-target

Strategist: Equities outlook in next 3-6 months good

https://www.thestar.com.my/business/business-news/2019/12/12/strategist-equities-outlook-in-next-3-6-months-good

MavCom sees passenger traffic reaching 116m next year

https://www.thestar.com.my/business/business-news/2019/12/10/mavcom-sees-passenger-traffic-reaching-116m-next-year


GLOBAL NEWS AND DEVELOPMENT

Higher trade barriers hitting jobs and growth: WTO

https://www.reuters.com/article/us-trade-wto-barriers/higher-trade-barriers-hitting-jobs-and-growth-wto-idUSKBN1YG1Z9?il=0

Fed keeps rates on hold, points to 'favorable' economic outlook next year

https://www.reuters.com/article/us-usa-fed/fed-keeps-rates-on-hold-points-to-favorable-economic-outlook-next-year-idUSKBN1YF0HO

Saudi Aramco hits Crown Prince's $2 trillion goal despite valuation doubts

https://www.reuters.com/article/us-saudi-aramco-ipo/saudi-aramco-hits-crown-princes-2-trillion-goal-despite-valuation-doubts-idUSKBN1YG0GI  

U.S. producer prices tepid; jobless claims at more than two-year high

https://www.reuters.com/article/us-usa-economy/u-s-producer-prices-tepid-jobless-claims-at-more-than-two-year-high-idUSKBN1YG1NI


MSWG TEAM

Devanesan Evanson, Chief Executive Officer, [email protected]

Quah Ban Aik, Head, Corporate Monitoring, [email protected]g.org.my

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.

 

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