PASUKHAS, a Profitable company with many confirmed projects will be a different game plan altogether :)
However, if the motivation for the private placement was a circumstance in which the company saw an outstanding opportunity for rapid growth that simply required additional financing, then the eventual extra profits realized from the company's expansion may push its stock price substantially higher.
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE YOU WITH RELEVANT INFORMATION ON THE PROPOSALS AND TO SET OUT THE VIEWS AND RECOMMENDATION OF THE BOARD AS WELL AS TO SEEK YOUR APPROVAL FOR THE RESOLUTIONS PERTAINING TO THE PROPOSALS WHICH WILL BE TABLED AT THE FORTHCOMING EGM. THE NOTICE OF EGM AND THE FORM OF PROXY ARE ENCLOSED IN THIS CIRCULAR. YOU ARE ADVISED TO READ AND CAREFULLY CONSIDER THE CONTENTS OF THIS CIRCULAR TOGETHER WITH ITS APPENDICES BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM.
Basis of determining and justification of the issue price of the Placement Shares The Placement Shares will be issued based on a discount of not more than 20% to the 5-day VWAP of the Shares up to and including the last trading day immediately preceding the price-fixing date, to be determined by the Board after taking into consideration prevailing market conditions. As the Proposed Private Placement may be implemented in several tranches within 6 months, there could potentially be several price fixing dates and issue prices. For illustrative purposes only, based on an illustrative issue price of RM0.0583 per Placement Share, the issue price of the Placement Shares would represent a discount of 19.92% to the 5-day VWAP of the Shares up to and including the LPD of RM0.0728 (Source: Bloomberg).
UTILISATION OF PROCEEDS FROM THE PROPOSED PRIVATE PLACEMENT Based on an illustrative issue price of RM0.0583 per Placement Share, the gross proceeds to be raised from the Proposed Private Placement are intended to be utilised in the following manner:- Utilisation of proceeds Intended timeframe for utilisation from completion of the Proposed Private Placement RM’000 (i) Repayment of borrowings (ii) Development of the Project (iii) EstimatedexpensesfortheProposals Total Within 3 months Within 24 months Immediate 1,930 12,959 (1)780 (2)15,669 Notes:- (1) (2) If the actual expenses incurred are higher than the budgeted amount of RM0.78 million, the deficit will be funded via the amount earmarked for the development of the Project. Conversely, any surplus of funds following payment of expenses will be utilised for the development of the Project. Any additional proceeds raised in excess of the RM15.67 million will be allocated for the development of the Project and/or working capital. Conversely, if the proceeds raised are less than RM15.67 million, the amount earmarked for the development of the Project and/or working capital will be reduced accordingly. Pending the utilisation of proceeds as and when they may be utilised, the unutilised proceeds shall be placed in interest-bearing deposits and/or money market financial instruments.
This project could be worth few billion or hundred of million ringgits, once the size and value of the project is announced, back to 59sen is also possible. Fingers crossed :)
This is another positive development for Pasukhas. Earlier, the group has inked a memorandum of understanding with its partners to tender for the construction and operation of a waste treatment plant/waste-to-energy plant (WTE) in Sungai Udang, Melaka under a build, operate and transfer model (three years of construction period and a 25 years concession).
25 tahun, nilai projek ini tak kan kecil. Sabar ya!
This is another positive development for Pasukhas. Earlier, the group has inked a memorandum of understanding with its partners to tender for the construction and operation of a waste treatment plant/waste-to-energy plant (WTE) in Sungai Udang, Melaka under a build, operate and transfer model (three years of construction period and a 25 years concession).
2021 Rights Issue with Warrants On 21 July 2021, Pasukhas completed the 2021 Rights Issue with Warrants, raising total proceeds of RM99.20 million. The said proceeds have been utilised as follows: Utilisation of proceeds Actual proceeds raised Actual utilisation up to the LPD Balance unutilised Estimated timeframe for utilisation from completion of the 2021 Rights Issue with Warrants (RM’000) (RM’000) (RM’000) Development of the Yayasan Project 66,683 31,816 700 99,199 - (1)66,683 21,709 10,107 700 - 22,409 76,790 Within 24 months Within 12 months Immediate Financing of the Project Estimated expenses Factory Total Note: (1) This amount will be utilised once the 2020 Private Placement proceeds earmarked for Development of the Yayasan Project has been fully utilised. The proceeds are expected to be utilised for amongst others, piling works, structural works and professional fees (i.e. architect, engineers and quantity surveyors).
UTILISATION OF PROCEEDS Based on an illustrative issue price of RM0.052 per Placement Share, the proceeds from the Proposed Private Placement are expected to be utilised as follows: Utilisation of proceeds Expected timeframe for utilisation from completion of the Proposed Private Placement (1)Minimum Scenario (RM’000) (1)Maximum Scenario (RM’000) (i) Part finance the FASB Project (ii) Working capital (iii) Estimated expenses for the Proposed Private Placement(2) Within 18 months Within 12 months Immediate 9,000 2,877 160 12,037 17,000 3,947 210 21,157 Total Notes: (1) (2) If the proceeds raised are less than or more than RM12.04 million, the proceeds shall be utilised up to their respective maximum allocation under the Minimum Scenario or Maximum Scenario respectively, in the following order: (i) estimated expenses for the Proposed Private Placement; (ii) part finance the FASB Project; and (iii) working capital. If the actual expenses are higher than the budgeted amount, the deficit will be funded from the Group’s existing cash and bank balances. Conversely, any surplus will be utilised to part finance the FASB Project.
Part finance the FASB Project On 9 November 2020, Pasukhas Sdn Bhd (a wholly-owned subsidiary of the Company) had accepted a letter of award from FASB (a subsidiary of Focus Dynamics Group Berhad) to construct the basement and ground floor of the FASB Project (“Phase 1”) with the contract value of RM17.5 million and the gross development cost of RM15.9 million. As at the LPD, approximately 70% of the basement and ground floor has been completed. On 15 September 2021, Pasukhas Sdn Bhd accepted a letter of award from FASB to construct the first floor and second floor of the FASB Project (“Phase 2”) with the contract value of RM77.0 million and the gross development cost of RM72.5 million. Further details of the FASB Project are set out below: Details Project overview Project site Project owner Date of commencement Duration / Status Contract sum Total estimated cost incurred In this respect, (RM15.9 million Construction of a block of 3-storey commercial building which comprises 2 basement levels of carparks, 2 floors of commercial space and 1 floor of banquet hall Lot 550 (PT 431) and Lot 551 (PT 432), Jalan Tun Razak, Seksyen 90, Bandar Kuala Lumpur Wilayah Persekutuan, Kuala Lumpur FASB 20 November 2020 Phase 1 As at the LPD, approximately 70% of the construction works for Phase 1 has been completed. Phase 1 is expected to be completed before end November 2021 Phase 2 Construction works for Phase 2 will commence immediately upon the completion of Phase 1 and expected to complete within 8 months from the date of commencement of Phase 2 RM94.5 million (RM17.5 million for Phase 1; RM77.0 million for Phase 2) As at the LPD, the total estimated cost incurred by the Group for the FASB Project is approximately RM12.4 million the Group expects to incur a total funding requirement of RM88.4 million for Phase 1; RM72.5 million for Phase 2), which comprises the following: Gross development cost / Total costs to be incurred (RM’000) Balance amount to be incurred as at the LPD (RM’000) Preliminaries(1) 6,680 5,100 35,750 30,350 3,100 1,700 76,000 Structural and architecture works M&E works External works(2) Contingencies 1,750 Total 88,400 46,440 30,430 3,100 5
Notes: (1) Preliminaries include, amongst others, rental of construction equipment (i.e crane, forklift and scaffolding), site clearance, site survey, soil survey, construction planning and designing as well as insurance. (2) External works includes, amongst others, roadwork, drainage work and sewerage system. Minimum Scenario (RM’000) Maximum Scenario (RM’000) Balance amount to be incurred as at the LPD To be funded via Proposed Private Placement Balance funding requirement (1) 76,000 76,000 9,000 17,000 67,000 59,000 Note: (1) To be funded via progressive billings to be received, the Group’s existing cash and bank balances, bank borrowings and/or future fund-raising exercises to be undertaken (if required). (ii) Working capital The Group intends to utilise the proceeds of up to RM3.95 million for working capital in the following manner: Working capital Percentage allocation (%) Minimum Scenario (RM’000) Maximum Scenario (RM’000) Payment of salaries to staff of the Group 30 863 Operating expenses and administrative expenses 70 2,014 such as raw material costs, building material costs, payments to contractors, utilities, rental costs and transportation costs 1,184 2,763 2,877 3,947 Note: (1) The exact breakdown of these expenses cannot be determined at this juncture as it will depend on the actual operating and administrative requirements of the Group at the relevant point in time. (ii) Estimated expenses for the Proposed Private Placement The breakdown of the estimated expenses for the Proposed Private Placement is illustrated below: Estimated expenses Minimum Scenario (RM’000) Maximum Scenario (RM’000) Professional fees(1) Fees to relevant authorities Total Note: (1) 140 190 20 20 160 210 These include advisory fees, placement commission and other professional fees payable to the Principal Adviser, company secretary as well as share registrar in relation to the Proposed Private Placement.
RATIONALE FOR THE PROPOSED PRIVATE PLACEMENT As detailed in Section 3 of this Announcement, the proceeds raised from the Proposed Private Placement will be utilised to part finance the FASB Project and to fund working capital. After due consideration of the various methods of fund raising, the Board is of the opinion that the Proposed Private Placement is the most appropriate avenue of fund raising at this juncture as it would enable the Group to raise additional funds expeditiously without having to incur interest costs or service principal repayments as compared to bank borrowings. In turn, this allows the Company to preserve its cash flow. Further, the Group will be able to raise additional funds expeditiously and cost-effectively via a private placement as opposed to a pro-rata issuance of securities such as a rights issue. A rights issue will also require Pasukhas to identify certain Shareholders to provide irrevocable undertakings to subscribe for a minimum number of rights shares. Alternatively, the Company may have to procure undertaking arrangements to meet the minimum subscription level to raise the requisite funds which will incur additional costs. In addition, a rights issue is likely to take a longer time to complete as compared to a private placement.
Overview and outlook of the construction industry in Malaysia The construction sector contracted by 25.9% in the first half of 2020 and is expected to shrink by 11.8% in the second half with all segments declining significantly. At the same time, prolonged property overhangs continue to weigh down the performance of the sector. However, civil engineering and specialised construction activities subsectors are expected to improve gradually, cushioned by various measures under the economic stimulus packages. Overall, for the year, the sector is projected to contract by 18.7%. The construction sector is expected to rebound by 13.9% in 2021 on account of the acceleration and revival of major infrastructure projects, coupled with affordable housing projects. The civil engineering subsector will continue to be the main driver of the construction sector. Among the major infrastructure projects include Mass Rapid Transit 2 (MRT2), Light Rail Transit 3 (LRT3), West Coast Expressway (WCE) and Bayan Lepas Light Rail Transit (LRT) as well as Pan Borneo and Coastal Highways in Sarawak. Utility projects include the Langat 2 Water Treatment Plant, Baleh Hydroelectric Dam and Sarawak Water Supply Grid Programme (Phase 1). The residential subsector is anticipated to improve, supported by various measures taken by the Government to address the property overhang situation. Among the measures include the extension of the House Ownership Campaign, exemption of real property gains tax (RPGT), the introduction of rent-to-own (RTO) scheme as well as reduction of foreign ownership threshold. The performance of the non-residential subsector is expected to recover marginally, supported by on-going commercial projects, including Bukit Bintang City Centre, Cyberjaya City Centre, Forest City and Malaysia Vision Valley 2.0. (Source: Economic Outlook 2021, Ministry of Finance) The construction sector registered a strong positive growth of 40.3% (1Q 2021: -10.4%). Growth was supported by the continuation of construction works in large infrastructure projects and on-going implementation of small-scale projects under the 2021 Budget, PEMERKASA and PEMERKASA+ stimulus packages. However, on a seasonally adjusted, quarter-on-quarter basis, construction growth declined by 3.2%. Activity was disrupted by the restrictions under Phase 1 of the FMCO, where only essential construction projects1 were allowed to operate, albeit at a reduced capacity. (Source: BNM Quarterly Bulletin Vol. 36, No. 2, the Second Quarter of 2021, BNM)
Prospects of the Pasukhas Group As at the LPD, the Group’s outstanding construction order book stood at about RM114.8 million. The construction projects undertaken by the Group includes, amongst others: (i) the FASB Project with a contract sum of RM94.5 million (RM17.5 million for Phase 1; RM77.0 million for Phase 2) (unbilled amount of RM80.0 million). This project is expected to complete by first quarter of 2023; and (ii) letter of award to act as the main engineering, procurement and construction contractor to design, build and deliver a turnkey glove-manufacturing factory located at Hulu Kinta, Perak for Fintec Glove Sdn Bhd with a contract value of approximately RM46.2 million (unbilled amount of RM26.9 million). This project is expected to complete by first quarter of 2022. On the property development front, the Group has entered into a joint venture agreement with Yayasan to undertake a mixed development project located at Jalan Tun Razak, Kuala Lumpur with an estimated gross development value of RM338.0 million and gross development profit of RM81.0 million. In addition to construction and property development activities, the Group has also entered into a River Sand Extraction Cum Main Operator Agreement with BB Energy Sdn Bhd on 22 September 2020 for the exclusive rights to access, extract and dredge marine sand at Sungai Miang, Mukim Pekan, Pahang Darul Makmur (“Site”) for subsequent sale, distribution and/or export (“Sand Mining Business”). The contractual term of the agreement is for 12 months with an option to extend for a further 12 months. The ongoing COVID-19 pandemic has delayed the commencement of operations of the Sand Mining Business. In this respect, the Group has sought and received an extension of time from BB Energy Sdn Bhd for a period of 12 months. The Sand Mining Business is expected to commence operation in the first quarter of 2022. Business activities across the construction segment experienced disruptions since the onset of the COVID-19 pandemic and lockdown measures imposed by the Government. The Group had not been spared from the impact arising from this pandemic and experienced a slowdown in its construction projects. Nonetheless, the Board and its management is of the view that the COVID-19 pandemic will be contained in the near future following the Government’s ongoing National COVID-19 Immunisation Programme. Following this, economic activities across various sectors are expected to recover gradually in the months to come. Premised on the above and after considering the overview of the Malaysian economy as well as the construction and property market in the longer term, the Board remains cautiously optimistic of the future prospects of the Group. (Source: Management of the Group)
6. EFFECTS OF THE PROPOSED PRIVATE PLACEMENT 6.1 Share capital The pro forma effects of the Proposed Private Placement on the issued share capital of the Company are as follows: Minimum Scenario Maximum Scenario No. of Shares Share capital (RM) No. of Shares Share capital (RM) Issued share capital as at the LPD To be issued assuming full exercise of Warrants A To be issued assuming full granting and exercise of ESOS Options After full exercise and conversion of the Convertible Securities To be issued pursuant to the Proposed Private Placement After the Proposed Private Placement 1,157,388,824 - - 1,157,388,824 231,477,700 1,388,866,524 208,119,259 - - 208,119,259 (3)11,876,840 219,996,099 1,157,388,824 578,660,588 298,279,000 2,034,328,412 406,865,600 2,441,194,012 208,119,259 (1)92,958,821 (2)14,913,950 315,992,030 (3)20,947,011 336,939,041 Notes: (1) Assuming full exercise of Warrants A based on the exercise price of RM0.10 each and after accounting for the reversal of warrants reserve. (2) Assuming all the 298,279,000 ESOS Options which may be granted pursuant to the maximum allowable amount under the ESOS are fully granted and exercised into 298,279,000 new Shares based on an illustrative exercise price of RM0.05 each (based on 9.26% discount to the 5-day VWAP of Pasukhas Shares up to and including the LPD of RM0.0551 and rounded up to the nearest Sen). (3) Based on an illustrative issue price of RM0.052 per Placement Share and after deducting estimated expenses to be incurred in relation to the Proposed Private Placement of approximately RM0.16 million and RM0.21 million for minimum scenario and maximum scenario respectively. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 12
6.2 NA and gearing The pro forma effects of the Proposed Private Placement on the NA and gearing of the Group are as follows: Minimum Scenario Share capital Warrants reserve Merger deficit Fair value reserve Foreign exchange translation reserve Employee share option reserve Accumulated losses Shareholders’ equity / NA Non-controlling interests Total equity No. of Shares in issue (’000) NA per Share (RM) Total borrowings (RM’000) Gearing (times) 117,501 - (10,500) 17 (1) 4,129 (54,921) 56,225 1,799 58,024 1,164,615 0.05 20,058 0.36 [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 208,119 35,093 (10,500) 17 (1) - (54,921) 177,807 1,799 179,606 1,157,389 0.15 20,058 0.11 219,996 35,093 (10,500) 17 (1) - (54,921) 189,684 1,799 191,483 1,388,867 0.14 20,058 0.11
ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Private Placement is expected to be completed by 31 December 2021. 9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS CONNECTED TO THEM None of the Directors, major Shareholders, chief executive and/or persons connected to them have any interest, direct or indirect, in the Proposed Private Placement in view that the Placement Shares to be issued will be placed out to third-party investor(s). 10. DIRECTORS’ STATEMENT The Board, having considered the current and prospective financial position, needs and capacity of the Company and after careful deliberation of the rationale and all other aspects of the Proposed Private Placement, is of the opinion that the Proposed Private Placement is in the best interests of the Company. 11. APPLICATION TO THE AUTHORITIES The listing application in relation to the Proposed Private Placement will be submitted to Bursa Securities on even date.
Pp dan Esos pun dikatakan 5sen++ jika jadi , harga semasa susah mau dapat :)
Assuming all the 298,279,000 ESOS Options which may be granted pursuant to the maximum allowable amount under the ESOS are fully granted and exercised into 298,279,000 new Shares based on an illustrative exercise price of RM0.05 each (based on 9.26% discount to the 5-day VWAP of Pasukhas Shares up to and including the LPD of RM0.0551 and rounded up to the nearest Sen). (3) Based on an illustrative issue price of RM0.052 per Placement Share and after deducting estimated expenses to be incurred in relation to the Proposed Private Placement of approximately RM0.16 million and RM0.21 million for minimum scenario and maximum scenario respectively.
Banyak peluru lagi untuk projek tenaga hijau dan rancangan berkaitan :) terbaik!!!
As at the LPD, the acquisition of ISE provides the Group with a consistent stream of income via the sale of electricity generated from ISE’s mini hydropower plant. (iii) To fund the Group’s diversification into the energy utilities services and power generation business, the Group had also embarked on the issuance of an Islamic medium-term note (“ASEAN Green SRI Sukuk”) programme of RM200.0 million in nominal value under the Shariah principle of Wakalah Bi Al-Istithmar together with Murabahah (via Tawarruq arrangement) through Pasukhas Green Assets Sdn Bhd, a wholly-owned subsidiary of the Company. The ASEAN Green SRI Sukuk programme has a 20-year tenure, commencing from the date of first issue of the ASEAN Green SRI Sukuk. The first tranche of the ASEAN Green SRI Sukuk amounting to RM17.0 million was issued on 28 February 2019 and the proceeds were utilised mainly to repay borrowings that were previously drawn down from another financial institution to finance the capital expenditure for the Group’s mini hydropower plant at Sungai Rek, Kuala Krai, Kelantan. As at the LPD, the Group has yet to identify any additional investment in the energy utilities services and power generation business. As such, no further issuance was made subsequent to the issuance of first tranche as mentioned above.
0177 PASUKGB PASUKHAS GROUP BERHAD Changes in Director's Interest (Section 219 of CA 2016) Particulars of Shareholder Name : MAK SIEW WEI NRIC/Passport No./Company No. : - Nationality/Country of Incorporation : Malaysia Address: - Descriptions (Class and Nominal Value): Ordinary Shares Name and Address of Registered Holder: Details of Changes Date of Notice : 21/07/2021 Transactions: No. Date Transaction Type No of Shares Price (RM) 1. 15/07/2021 Others 46,060,000 0.000 Circumstances by reason of which change has occurred: Allotment of Rights Shares pursuant to the Rights Issue with Warrants. Nature of Interest: Direct Interest Consideration: You are advised to read the entire contents of the announcement or attachment. No of Shares Held After Changes: Direct : 46,070,000 shares (3.9810%) Indirect/Deemed Interest : 0 shares (0.0000%) Total : 46,070,000 shares Remarks: 1) The total percentage of Rights Shares allotted was 3.980% of the total issued share capital of the Company as at 21 July 2021.2) This announcement serves as notification pursuant to Paragraph 14.09 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. You are advised to read the entire contents of the announcement or attachment. To read the entire contents of the announcement or attachment, please access the Bursa website at http://www.bursamalaysia.com Submitted By:
What is private placement Bursa Malaysia? Areca Capital Sdn Bhd CEO Danny Wong said private placement is a cheaper and faster way for companies to raise money through the issuance of shares. ... “With the relaxation rule of Bursa Malaysia, the threshold for new issuance under private placement increased to 20% of paid-up capital, from 10% previously.1 Sep 2021
Fundamentally strong stock like pasukhas, ok kot? :)
“The whole idea why the placement rules were relaxed last year was to make it easier for companies to raise funds in case they are facing financial difficulties but this also created the emergence of opportunists.”
The prices of some stocks jumped significantly post-private placements, some of which have earned Bursa Malaysia’s unusual market activity (UMA) queries.
Rakuten Trade head of equity sales Vincent Lau said the movement in share prices may be driven by news flows and investors may want to be part of the turnaround stories or the companies’ ventures into new businesses.
“Bursa has issued the UMA many times. That is part of the safeguards. But to keep the market vibrant, it’s good to have all these volatilities, as long as it is within the guidelines.
“On a longer-term perspective, it will be alright if investors choose fundamentally strong stocks to invest in, ” he says.
Be informed that private placement could be misused by certain parties to gain control of a company at a lower price which is normally 'fixed' by directors. Shares issued to PP investors cause dilution to shareholding of existing shareholders. Substantial shareholders can ceased to be one due to increase in total issued shares. More shares in the market could also affect the stock price appreciation as a result of reduction in EPS unless the company can generate higher profits to commensurate with the additional shares issued to PP investors.
Good123, please don't repeat your statements again and again .. sick of it .. more important is the share price must be up .. please don't post your ex news-statement again .. thank you
Last year Pasukas's PP and ESOS averaging to 6C increased the value of share not dilute. Share consolidate 10:1 further increased the value of share greatly to 53C per share.
PP is for company to obtain funds for buisness, it is easier and cheaper so will reduce cost and improve profit. The company has in their announcement that the funds collect would be used for their projects in hand and also newly acquired 77 Millions project. Besides there are still pending MOU Malacca project.
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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....
Raiz368
1,602 posts
Posted by Raiz368 > 2021-10-28 00:23 | Report Abuse
Currently mostly all penny stock will issue PP to make profit to shareholder rather then doing business as normal.