From Q3 report, In conjunction with the amendments/variations to the SSPA, the Board had on 2 December 2021 also announced that the Company proposes to distribute: - RM0.07 per SYF Share on an entitlement date to be determined and announced at a later date immediately after the completion of the Proposed Disposal of Furniture Business. The said distribution of RM0.07 per SYF Share or RM39,821,111 in total (calculated based on 568,873,012 existing SYF Shares (excluding treasury shares)) will be undertaken by way of a special dividend or capital repayment or a combination of both and funded from the proceeds of the Proposed Disposal of Furniture Business; and The Proposed Acquisition, Proposed Rights Issue, Proposed Restricted Issue, Proposed Exemption and Proposed Change of Name are conditional upon the completion of the Proposed Disposals. The Proposed Special Dividend and/or Capital Repayment including the Proposed Special Dividend and/or Capital Repayment 2 is conditional upon the completion of the Proposed Disposal of Furniture Business, and again, upon the completion of Proposed Disposal of Freehold Land, but it is not conditional upon the Proposed Acquisition, Proposed Rights Issue, Proposed Restricted Issue, Proposed Exemption and Proposed Change of Name.
The remaining RM0.11 per SYF Share on an entitlement date to be determined and announced at a later date after the completion of the Proposed Disposal of Freehold Land. The said distribution of RM0.11 per SYF Share or RM62,576,031 in total (calculated based on 568,873,012 existing SYF Shares (excluding treasury shares)) will be undertaken by way of a special dividend or capital repayment or a combination of both and funded from the proceeds of the Proposed Disposal of Freehold Land and internal generated funds of SYF (“Proposed Special Dividend and/or Capital Repayment 2”).
Pursuant to the SSPA dated 6 October 2021 and the Supplemental SSPA dated 2 December 2021 entered into between the Company and Insas, the Conditions Precedent shall be satisfied within nine (9) months commencing from the date of the SSPA, i.e. 5 July 2022. On behalf of the Board, Malacca Securities wishes to announce that the Company and Insas had on 1 July 2022, mutually agreed to extend the Conditional Period by an additional six (6) months to a period no later than 4 January 2023 to fulfill the Conditions Precedent
The original proposals last year was not conditional on anything.No company can change conditions once they are announced.It is a serious offence to give false information to the security commision
Mp personal views - you need not agree - It seems to me that consideration shares (post disposals) has been "INFLATED" from 0.14 to 0.22, without adequate corresponding increase in adjusted net assets (post disposals) Dato - BIG WIN - higher value for furniture business Insas - WIN - consideration sum unchanged despite current bearish bursa Others - No loss now?? i will stay away ................... though market force may say otherwise !!
2. DETAILS OF AMENDMENTS/VARIATION TO THE SSPA The following are the amendments/variation to the SSPA: - (a) The following definitions of Clause 1.1 (Definitions) of the SSPA shall be deleted and replaced with the following: “Consideration Shares means 1,009,090,909 new SYF Shares to be issued by SYF to Insas at the issue price of RM0.22 per Consideration Share as full settlement of the Purchase Consideration, and subject to such adjustments as contained in the SSPA.” “Proposed Rights Issue means the renounceable rights issue of new SYF Shares to Shareholders on the basis of one (1) Rights Share for every two (2) existing SYF Shares at the issue price of RM0.22 per Rights Share at such entitlement date to be decided at a later date under which, the holders of the Consideration Shares and Restricted Issue Shares will not be entitled to participate.” “Proposed Restricted Issue means the issue of new SYF Shares to eligible directors and employees of SYF, M & A Securities, other subsidiaries of SYF and persons who have contributed to the business and growth of M & A Securities representing not more than ten percent (10%) of the enlarged share capital of SYF after the Proposed Acquisition, at an issue price of RM0.22 per Restricted Issue Share.” (b) The Clause 4.1 (Satisfaction of Purchase Consideration) of the SSPA shall be deleted and replaced with the following: “On the Completion Date, SYF must satisfy the Purchase Consideration by the issuance and allotment to Insas of the Consideration Shares (at an issue price of RM0.22 per Consideration Share) at an aggregate value equivalent to the Purchase Consideration.” Save for the above, all the terms and conditions of the SSPA and Supplemental SSPA are unaffected and remain in full force and effect.
Revised issue price from 0.14 to 0.22 is no doubt, put SYF shares in higher value .... issue less shares for M&A securities acquisition, directors and employees of SYF, M & A Securities eligible for the restricted issue have to pay a higher price .....
This good thing could be not benefit the retailers, they might have sold their holding at around 0.30 after holding almost one year or more, at not much gain .... if they re-enter now, they would facing new opportunity and risk ..... :-)
After retailers were played over and over (extension after extension and terms revised) .... now retailers not dare to enter (after sold at not much gain /loss) ...... ;-(
We refer to the Company’s Announcements and Circular in relation to the Proposals.
The Company and Insas had on 1 July 2022 mutually agreed to extend the Conditional Period to a period not later than 4 January 2023 to fulfill the Conditions Precedent pursuant to the SSPA (“1st Extended Conditional Period”).
On behalf of the Board, Malacca Securities wishes to announce that the Company and Insas had on 3 January 2023, mutually agreed to further extend the 1st Extended Conditional Period from 4 January 2023 until 14 June 2023 to fulfill the Conditions Precedent pursuant to the SSPA (“2nd Extended Conditional Period”). -------------------------------------------------
We refer to the Company’s Announcements and Circular in relation to the Proposals.
On behalf of the Board, Malacca Securities wishes to announce that the Company and Mieco had vide letters dated 31 January 2023 mutually agreed to further extend the 3rd Extended Conditional Period of SSA for an additional three (3) months from 5 February 2023 until 5 May 2023 to fulfil the Conditions Precedent pursuant to the SSA (“4th Extended Conditional Period of SSA”).
Save for the above, all other terms and conditions of the SSA and the Addendum and all other instruments and agreements executed, delivered or entered into thereunder or pursuant thereto remain unchanged.
On behalf of the Board, Malacca Securities wishes to announce that all conditions precedent to the SSA, SPAs and SSPA have been fulfilled. Accordingly, the SSA, SPAs and SSPA have become unconditional as at the date of this Announcement.
On behalf of the Board, Malacca Securities wishes to announce that the disposal of 20,000,000 ordinary shares in Seng Yip Furniture, representing 100% equity interest in Seng Yip Furniture by SYF to Mieco for a total disposal consideration of RM50.0 million has been completed on 14 March 2023.
Capital repayment by way of cash distribution of RM0.07 per SYF Share upon completion of the Disposal of Furniture Business Ex-Date 03 Apr 2023 Entitlement date 04 Apr 2023
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Finally is going to pay 0.07, another 0.11 on the way ...... :-)
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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....
TheContrarian
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Posted by TheContrarian > 2022-03-15 11:21 | Report Abuse
Bought at 28.5 sen today.