MULTIPLE PROPOSALS EA HOLDINGS BERHAD ("EAH" OR THE "COMPANY") I. PROPOSED BONUS ISSUE OF WARRANTS; II. PROPOSED ACQUISITION; AND III. PROPOSED DIVERSIFICATION. (COLLECTIVELY REFERRED TO AS, THE "PROPOSALS") EA HOLDINGS BERHAD
Type Announcement Subject MULTIPLE PROPOSALS Description EA HOLDINGS BERHAD ("EAH" OR THE "COMPANY")
I. PROPOSED BONUS ISSUE OF WARRANTS;
II. PROPOSED ACQUISITION; AND
III. PROPOSED DIVERSIFICATION.
(COLLECTIVELY REFERRED TO AS, THE "PROPOSALS") On behalf of the Board of Directors of EAH, UOB Kay Hian Securities (M) Sdn Bhd wishes to announce that EAH proposes to undertake the following:- (i) bonus issue of up to 1,596,354,405 Warrants in EAH ("Warrant(s) E") on the basis of five (5) free Warrants E for every 16 existing ordinary shares of EAH ("EAH Shares") held by the shareholders of EAH on an entitlement date to be determined later (“Proposed Bonus Issue of Warrants”); (ii) acquisition of 90.0% equity interest of Sunland Volonte Agency Sdn Bhd ("Sunland"), comprising 225,000 ordinary shares of Sunland from Dato’ Cheong Soo Han, Law Kum Wah, Chong Nyet Fan and Goh Swee Sim (collectively referred to as, the “Vendors”) for a purchase consideration of RM78,750,000, to be satisfied via a combination of cash payment of RM15,000,000 and the issuance and allotment of 1,593,750,000 new ordinary shares of EAH at the issue price of RM0.04 per EAH Share amounting to RM63,750,000 (“Proposed Acquisition”); and (iii) diversification of the existing principal activities of EAH and its subsidiaries to include sales and distributions of packet foods and beverages products (“Proposed Diversification”). Please refer to the attachment for further details of the Proposals.
KUALA LUMPUR (Dec 14): EA Holdings Bhd is diversifying into the packet food business by buying a 90% stake in Sunland Volonte Agency Sdn Bhd for RM78.75 million, which will be satisfied via the issuance of 1.59 billion new shares at an issue price of 4 sen per share and RM15 million cash.
In a filing with Bursa Malaysia, EA Holdings said it is acquiring 225,000 shares in Sunland from Datuk Cheong Soo Han, Law Kum Wah, Chong Nyet Fan and Goh Swee Sim.
Incorporated in 1985, Sunland is principally engaged in the selling and distributing of packet drinks, snacks and related products which include fruit juice, premium biscuits, canned fruits, jams and spreads, olive oil and vinegar, as well as pasta.
At present, Sunland is the agent and distributor in Malaysia to brands such as Basso, Baronia, SICA or SICA Tomatoes, Loreto, Trucillo, Bonomi, Kronos and D’Amino.
Cheong currently owns 60% of Sunland's shares, while Law, who is the company’s chief executive officer (CEO), holds a 20% stake. Chong and Goh, who is also Sunland’s chief operating officer, each own a 10% stake.
However, Law will only sell half of his shareholding in Sunland. He will retain the remaining 10%.
Subsequent to the acquisition, Cheong will emerge as the single largest shareholder in EA Holdings with a 20.9% stake, while Law, Goh and Chong will each own a 3.5% stake in the listed entity.
EA Holdings said the acquisition will not trigger a mandatory take-over offer, as the combined shareholding of the four individuals will be 31.4%, and will be diluted to as low as 26% if all of the group’s warrants were to be exercised by warrant holders.
EA Holdings' current largest shareholder Chong Mui Fun’s shareholding will be diluted to 13.7% upon completion of the acquisition, from 20% currently, while its CEO Mohammad Sobri Saad will see his shareholding cut to 8.4%, from 12.3% as at Dec 4 this year.
Cheong and the other three vendors have agreed to guarantee that Sunland’s aggregate net profit for the financial years ended Jan 31, 2019 (FY19) and 2020 (FY20) will not be less than RM14 million.
Sunland’s net profit for FY17 fell 10.27% to RM2.83 million from RM3.16 million in FY16, while revenue also declined 3.89% to RM17.93 million from RM18.66 million.
EA Holdings is also proposing to undertake a bonus issue of up to 1.59 billion free warrants, on the basis of five warrants for every 16 existing shares.
At an indicative exercise price of 4 sen, these warrants would be able to raise as much as RM63.85 million, which will be utilised for working capital.
EA Holdings shares closed unchanged at 4.5 sen today, giving it a market capitalisation of RM156.54 million.
1 year after that, cunning screwed-up directors might propose shares consolidation of 4 or 5 to 1. Warrant holders will suffer loses from consolidation. Be warned !!!
Under the 2016 companys act,par value is no longer relevant and can be waived.The company has incorporated this method and there shall be no need to consolidate
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
潮州怒汉
5 posts
Posted by 潮州怒汉 > 2017-12-04 16:06 | Report Abuse
Eah已经玩完,最后机会0:035给你们走,再不走就直接让你们吃不完兜着走,哈哈哈