taitaumau

Article 60C (7)(a) - Liquidation process shall COMMENCE AS SOON AS PRACTICABLE within 60 days after expiry of permitted period

CA 2016, Sec 441.(1) (b) (relevant for RSENA)_- Commencement refers to " at the time of the passing of the resolution for voluntary winding up"

SO COMMENCEMENT DATE IS DATE OF EGM

On 6 July 2018, Management said No QA
From early July, Aug, Sept. Oct till mid Nov. 2018, at any time , can/don't want/wait ??
- hold meeting/seek liquidator
- make declaration
- issue EGM Notice
- fix EGM date, from day - 1, starting 11/12/18 ?

CA 2106 Sec 213 (1), says

Duties and responsibilities of directors
213. (1) A director of a company shall at all times exercise his powers in accordance with this Act, for a proper purpose and in good faith in the best interest of the company.

JUST LOOK AT RSENA BALANCE SHEET - HOW DIFFICULT IS IT TO FIND A LIQUIDATOR?

EGM NOW IN JANUARY, ISN'T IT WITHIN 60 DAYS - YES

BUT IS IT CONSIDERED "COMMENCE AS SOON AS PRACTICABLE WITHIN 60 DAYS " ??
what say u?

2018-12-21 16:54

k3nthiew

Anyone know how much we are getting back??

2018-12-24 15:30

csan

1st distribution minimum 51.8sen. total distribution minimum 52.67sen. 1st distribution by 15 February 2019. 2nd distribution will only happen when they get tax clearance. still very attractive if you have plenty of spare funds in current or savings account.

2018-12-27 16:25

John1121

what legal action u plan to take

2018-12-31 23:15

mangkukhayun

the target to announce is on Feb 2018. then they need 6 months to prepare the factory. the deadline is on Dec 2018. so the best date to announce is on Feb 2018.
http://youtu.be/VBZloK52RVU

2019-01-02 14:21

888newbie

Does anyone of you know if the directors can still hold on to the 200m free shares that they were given at the start of this IPO?

2019-01-08 10:41

taitaumau

My understandings;-

[1] 200m shares were issued to the promoter (Raintree) at an issue price of 0.05 prior to IPO

[2] Per shareholders circular (24/12/18), as at 17/12/18, estimated surplus after paying all debts: 419.7 M , shared between (assuming all debts borne by Non-cash trust assets):-

(a) Cash Trust Assets: 404.46 M (Relevant shareholders: 800 m)
(b) Non-cash Trust Assets: 15.24 M (Relevant shareholders: 1,000 m)

[3] Raintree shall also be entitled to distribution paid out from (b).

[4] Distribution to the 800 m relevant shareholders, Min. 0.5155/share
From (a) 1st tranche = 0.5055 (404.46 M/800 m)
From (b) 1st tranche = 0.01 (Minimum 10 M/1,000 m)

[5] The above computations have not taken into a/c:
(a) Interest receivable after 17/12/18 till 1st/final distributions
(b) further expenses incurred during liquidation process
My estimate : interest income under (a) > liquidating expenses under (b)

2019-01-08 13:45

888newbie

@taitaumau, thank you. You really are very knowledgeable. The directors / management own Raintree, I presume. So on top of getting all the salaries over the past few years, they are all entitled to 20% of the RM15.24m payout. All these despite not presenting any QA ever.

Am I right ?

2019-01-08 16:57

JimmyCoy

Post removed.Why?

2019-01-08 16:57

csan

Taitaumau, if I'm not mistaken, promoters cannot get any of the diatribution, whether it's from trust or non trust account. This is because they subscribed their 200m shares at only 1sen/share. Will have to recheck this with the liquidators.

2019-01-10 23:52

csan

Taitaumau, just checked with the liquidators of cliq and sona. How it works is that they will combine all the cash, make a first distribution and then pay outstanding payables from the balance money they are holding. After payment, they will distribute the balance cash. For both distributions, promoters cannot get anything unless they bought Rsena shares post IPO in the open market. So (b) is /800 and not /1000.

2019-01-11 10:00

csan

It's actually possible for management/promoters to get some of the 15.24m but that's if they pay themselves a salary or some other fees. But looking at the EGM resolutions, they are no longer paying themselves. So the 15.24m will be fully ours.

2019-01-11 10:04

taitaumau

csan, per extract from the page 3 of the shareholders circular

(iii) Liquidation Amount
As at 17 December 2018, the Cash Trust Assets and the Non-Cash Trust Assets stand at RM404,463,217 and RM16,911,813 respectively.

For the first tranche of the Liquidation Distribution, it is envisaged that the entire Cash Trust Assets together with an amount of not less than RM10,000,000 of the Non-Cash Trust Assets, subject to final determination by the Proposed Liquidators, will be distributed.

[[[ The Liquidation Amount shall be distributed to the holders of the Red Sena Shares on a pro-rated basis, provided always that Raintree shall not be entitled to the CASH TRUST ASSETS except in relation to the Red Sena Shares purchased by Raintree or the persons connected to Raintree (if any) after the Listing Date ]]]


Below are my understandings:-

&& Raintree is not precluded from receiving his entitlement from the NON-CASH TRUST ASSETS
(unless waived by Raintree ??)

&& Page 32 of the Directors Report (AR 2015) disclosed that shares (200 m) of RM 0.01 were issued to Raintree at an issue price of RM 0.05.Thus the total amount initially paid up by Raintree was RM 10 M

&& In Sona/cliq case,

(1) i believe that there is practically nothing left in the Non-cash trust Assets after accounting for the winding up/ liquidating expenses.

(2) Monies retained in Cash Trust Assets (transferred to liquidation account) are used to pay for all remaining (a) liquidation costs, instead of (b) direct expenses related to liquidation distribution. (a) is not the same as (b)

(3) The 1st n final distributions paid out from liquidation account are therefore solely meant for the relevant shares other than the promoter' shares.

My understandings might be wrong.

2019-01-11 11:57

csan

Taitaumau, in that case both distributions will have 2 sub distributions - one for 800m shares and another for 200m shares? Weird right? Good question to ask during EGM.

2019-01-11 13:24

EJ0857

Today EGM? Anyone attend? If can pls update ya, thanks

2019-01-16 11:43

pogbaggmu

Guys anyone went for the EGM today can update? did they tell latest amount in cash trust, when they will make 1st distribution and whether promoter eligible for non cash trust money?

2019-01-16 17:48

taitaumau

FOR YOUR INFO ONLY
As briefed by my proxy who attended the egm to-day.

Disclosed by Rsena Chief financial officer:-
(1) cash trust assets - to be shared by 800 m shares
(2) non-cash trust assets - to be shared by 1000 m shares
(3) estimated additional interest income to be added onto cash trust assets (from 18/12/18 till mid february 2019) : 2.3 M
(4) as made known earlier, expected 1st distribution: 30 days from egm, ie before 16/2/2019 (hopefully)

&& My optimistic estimate:
1st distribution: 0.518 per share ??

2019-01-16 21:06

888newbie

@taitaumau, thanks for sharing. As usual, your info is spot on. Seems to me that the biggest winners are the management. 3 years salary with no QA presented and now get to share in the distribution.

2019-01-17 11:02

ziyang231011

why just distribute RM0.50793? 99.8% that means balance only left RM 0.001?

2019-01-30 11:02

ziyang231011

IS NOT 404.46MILLION + 16.91MILLION = 421.37 /800 = 0.5267 ?

2019-01-30 11:03

ziyang231011

I just called liquidator to check the non-cash distribute and raise concerned about the initiative investor entitlement for the distribution, they said will discuss with SC & Bursa in mid-Feb As compared to last spac counters CLIQ & SONA, no such entitlement for initiative investors

2019-01-30 12:03

ziyang231011

the announcement might make in MiD-FEB for the shareholder's entitlement

2019-01-30 12:04

csan

I see. So there have been complaints about the management team getting 20% of the non-cash trust assets. I was shocked earlier when taitaumau said they will get 20%. That should not be happening. My calculation of minimum 52.67sen earlier should be the correct thing.

2019-01-30 17:05

csan

I read the equity guidelines last time. Actually based on the guidelines, management team should not be getting anything....doesn't matter if cash trust or non-cash trust.

2019-01-30 17:08

Kareemabduljabbar

Managment stealing

2019-01-30 21:44

888newbie

What has the management done in the life of this SPAC to deserve a share in the distribution ?

2019-01-31 14:00

Jonathan Keung

good question. just park the funds in the bank.

2019-01-31 14:03

taitaumau

- FOR SHARING PURPOSE ONLY-

My previous understanding in regards to the distribution of monies not placed in trust a/c is premised on the application of :

Company's Article 167 - the excess shall be distributed among members in proportion to the paid up capital, at the commencement of winding-up

Upon further reading of IPO Prospectus/Equity Guidelines, my latest understandings are

(1) Verbal claim by the Management over monies not placed in trust a/c in the recent EGM is merely of their personal views, without any legal effect. The shareholders circular remains silent on the issue that Management is entitled to share the non-trust monies.

(2) The Article 167 is not relevant because Rsena is liquidated pursuant to the failure to complete a QA within the permitted period. This Article is applicable only after a QA is completed by a SPAC and shall then become relevant to the subsequent winding up of the company.


My basis:- IPO Prospectus (Page 16, 2nd last paragraph) refers
Extracted
[ In respect of the whole of any surplus in the event of the winding up of our company
(SAVE FOR WINDING-UP IN THE EVENT THAT OUR COMPANY DOES NOT COMPLETE OUR QA WITHIN THE PERMITTED TIMEFRAME), such surplus shall be distributed among members in proportion to the issued and paid up capital at the commencement of the winding up, in accordance with the Articles of Association and the provisions of the Act. ]

(3) For Rsena case, the liquidation distribution of liquidated amount, where applicable, shall be carried out in compliance with the Equity Guidelines, Chapter 6, Part C..

(4) To date, I am unaware of any provision that confers the Management a right to participate in the distribution of monies not placed in trust a/c.

(5) Neither do I aware of any provision that clearly granted unconditional right to members (holding IPO shares) to participate wholly in the monies not placed in trust a/c.

(6) Our liquidators are empowered by virtue of Sec. 452 CA 2016 - to distribute the property of the company among members ACCORDING TO THEIR RIGHTS AND INTERESTS

My views on "who shall participate in the monies not placed in trust a/c" may follow soon.

Meanwhile, your understandings and their bases on (4) and (5) above are most welcomed.
.

2019-02-11 12:39

aronteh

Just got my 1st distribution on 14 Feb

2019-02-15 02:57

aronteh

Received exactly 0.50794721 per share. This look like trust account plus interest only is distributed. If they only distribute the balance non-trust to IPO share then expect another 0.021139766 1 or 2 year(s) down the road.

2019-02-15 03:25

Kareemabduljabbar

Hisap konek

2019-03-12 13:23

taitaumau

***For Sharing Purpose Only***
WHY I SAY THAT

" THE MANAGEMENT HAS BEEN DENIED THE RIGHT TO PARTICIPATE IN THE DISTRIBUTION OF MONIES NOT PLACED IN THE TRUST ACCOUNT"

With reference to the recent shareholders circular ( 24/12/18) - Page (i) & page 3, RSENA has
defined that:-

LIQUIDATION AMOUNT

= Cash Trust Assets + Non-cash Trust Assets Page (i)

= RM 404.463 M + RM 16.911 M Page 3

Equity Guidelines Para 6.42 CLEARLY PROHIBITS THE MANAGEMENT to participate in the
Liquidation Distribution (RETURN OF LIQUIDATION AMOUNT), in relation to their pre-IPO shares.

Reference made to IPO Prospectus - Page 108, the basis of computation for the liquidation distribution is consistent with the said Equity Guidelines Chapter 6, Part C.

So, the Company has ruled The Management out as a beneficiary of the monies not placed in the trust account !!

[Remark: Monies not placed in the trust account is essentially part of the 8% of the IPO proceeds
which is not placed in a custodian account.]

2019-03-14 11:52

csan

taitaumau, here is the latest update i got from the liquidators:

Liquidators have met with the SC and the SC is of the view that the mgmt team should not be able to participate in all the distributions.

but the liquidators are of the view that the liquidation of the company falls under the Companies Act and the mgmt team will be entitled to receive monies from the non-cash trust account.

to settle this, the liquidators will take this matter to court and the court will decide whether the mgmt team is eligible to receive. it will be the duty of the shareholders to fight for their rights when the court case comes up for hearing.

the mgmt team is just sickening....they are not willing to forego the distribution to them and are trying to rob the public's money.

2019-03-14 19:07

taitaumau

***For Sharing Purpose Only***

My understanding on the so-called non-cash trust account is essentially part of the 8% of the IPO proceeds which is not placed in a custodian account.

(a) By virtue of the Equity Guidelines Para 6.21B, 6.24 & 6.24A, the 8% of the IPO gross proceeds which are not placed in the Trust Account are protected and can only be utilised for "permitted purposes"

May I ask:

- Whether we can consider the 8% proceeds as good as trust monies ?
- If yes, is it that the trust monies can not be placed in a normal bank a/c or held in hand ?

(b) With reference to IPO Prospectus - Para 3.8 Utilisation of Proceeds - Page 22, Indications
of how IPO proceeds not placed in cash trust a/c will be utilised;

- The 8% of the IPO proceeds are raised from the IPO investors. Since QA can't be completed, any un-utilised proceeds should be included in the liquidation amount for distribution to the rightful members holding IPO shares.

(c) Before Rsena can complete a QA, the Management is restricted to lay claim on the 8% IPO proceeds. It is absurd that subsequent liquidation of Rsena would render them a right to participate in the distribution of the un-utilised monies of the 8% IPO proceeds.

The above bases are of my personal views
.
I believe that our liquidators would exercise their power to make liquidation distribution in a fair and equitable manner.

2019-03-15 11:34

Kareemabduljabbar

Jilat buntut hisap konek

2019-03-15 13:25

csan

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6180689

2019-06-01 18:15

csan

case filed to High Court to decide whether Rsena management team can get the money.

2019-06-01 18:15

taitaumau

"Congratulation to all the entitled shareholders"

Court decision:
- Raintree is not entitled to participate in the distribution of the balance remaining of the 8% of IPO Proceeds (which is not placed in a custodian a/c)

2019-10-15 16:30

aa3339293

Yes

2019-10-16 18:22

GreenCapital

Anyone knows the expected final payout? Thanks.

2019-10-20 12:00

csan

Guess what? Raintree is now trying to overturn the court order because they want the IPO money.

2019-11-14 13:23

stockraider

The common law for trust distribution of SPAC are as follows loh;

1. Trust monies for all shareholders who qualify under the trust loh....!!

2. Non trust monies after payoff all creditors debts....distribute to all shareholders including management shareholder plus existing trust shareholders loh....!!

2019-11-14 17:17

stockraider

IF THE BELOW IS TREATED AS UNDER TRUST ACCOUNT, BUT THEN THE NEXT QUESTION IS TRUST FOR WHAT & FOR WHOM ??

ANS;

1. FOR WHAT ? TRUST MONEY USE FOR SEARCHING FOR ACQUISITION AND USE FOR THE COST OF DOING DUE DILIGENCE OF TARGET COMPANY LOH...!!

2. FOR WHOM ? FOR ALL THE SHAREHOLDERS INCLUDING THE MANAGEMENT SHAREHOLDERS PLUS THE TRUST SHAREHOLDERS MAH...!!

SINCE THERE ARE REMAINING RESIDUAL SOME THAT MEANS ALL SHAREHOLDERS ARE ENTITLE FOR DISTRIBUTION LOH....!!

May I ask:

- Whether we can consider the 8% proceeds as good as trust monies ?
- If yes, is it that the trust monies can not be placed in a normal bank a/c or held in hand ?

(b) With reference to IPO Prospectus - Para 3.8 Utilisation of Proceeds - Page 22, Indications
of how IPO proceeds not placed in cash trust a/c will be utilised;

- The 8% of the IPO proceeds are raised from the IPO investors. Since QA can't be completed, any un-utilised proceeds should be included in the liquidation amount for distribution to the rightful members holding IPO shares.

(c) Before Rsena can complete a QA, the Management is restricted to lay claim on the 8% IPO proceeds. It is absurd that subsequent liquidation of Rsena would render them a right to participate in the distribution of the un-utilised monies of the 8% IPO proceeds.

2019-11-14 17:37

icedvestor

I have not been following this matter but isn't it that what belongs to the shareholders (us) should be returned to us and the management has no claim on it?

2019-11-24 01:50

icedvestor

Anyone received dividend today?

2020-01-16 21:21

Hoo SH

yes...got it...any distribution in future??

2020-01-29 09:56

icedvestor

So will the small investors like us be protected and monies return to us in due course?

2020-06-23 18:17

icedvestor

no news on distribution?

2021-10-08 18:04

TheContrarian

Huh, this still not resolved?

2021-10-08 18:14

icedvestor

no status update

2023-06-15 12:03