QUOTE(zamans98 @ Aug 4 2009, 09:21 AM)
WASEONG-TRADING HALT
LISTING'S CIRCULAR NO. L/Q : 54055 OF 2009
Kindly be advised that trading in the above Company's securities have been
halted with effect from 9.15 a.m., Tuesday, 4 August 2009.
Trading in the securities will resume with effect from 10.15 a.m., Tuesday, 4
August 2009.
Your attention is drawn to the Company's announcement dated 4 August 2009.
Head, Issuers, Listing Div.
5142 WASEONG WAH SEONG CORPORATION BHD
PROPOSED ACQUISITION
PROPOSED ACQUISITION OF 32.52% EQUITY INTEREST IN PPSC INDUSTRIAL HOLDINGS SDN
BHD FROM SOCOTHERM S.P.A. BY WASCO COATINGS LIMITED, A WHOLLY OWNED INDIRECT
SUBSIDIARY OF WAH SEONG CORPORATION BERHAD
1. INTRODUCTION
The Board of Directors of Wah Seong Corporation Berhad (WSC or the Company)
wishes to announce that Wasco Coatings Limited (WCL), its wholly owned indirect
subsidiary had on 3 August 2009 entered into a Sale and Purchase Agreement
(SPA) with Socotherm S.p.A. for the acquisition of 12,291,142 ordinary shares
of RM1.00 each (Sale Shares) representing 32.52% equity interest in the issued
and paid-up share capital of PPSC Industrial Holdings Sdn Bhd (PPSCIH) for a
total purchase consideration of Euro Fifteen Million and Five Hundred Thousand
only (15,500,000.00) (Purchase Price)(equivalent to RM76,196,450.00 based on
the exchange rate of 1.00 to RM4.9159) (hereinafter referred to as the Proposed
Acquisition).
Upon the completion of this Proposed Acquisition, PPSCIH will become a wholly
owned indirect subsidiary of WSC.
2. INFORMATION ON PPSCIH, SCT AND WCL
PPSCIH was incorporated as a private company limited by shares under the
Malaysian Companies Act, 1965 on 29 October 2002 and its registered office is
at No. 59-2, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur. It is principally an investment holding company. As at to date, PPSCIHs
authorized capital is RM50,000,000.00 consisting of 50,000,000 ordinary shares
of RM1.00 each and its issued and paid-up capital is RM37,800,000.00 comprising
37,800,000 ordinary shares of RM1.00 each. PPSCIH is a 67.48% subsidiary of
WCL.
Socotherm S.p.A. (SCT) is an Italian joint stock company incorporated on 29
December 1987 whose shares are listed on Milan Stock Exchange starting from 11
December 2002. It is the holding company of Socotherm Group, principally
involved in provision of pipe coating services. Its present issued and fully
paid-up share capital amounts to Euro38,550,000.00 comprising 38,550,000
ordinary shares of Euro1.00 each.. Upon completion of the Proposed Acquisition,
SCT will cease to be a shareholder of PPSCIH.
WCL was incorporated on 15 May 2002 as Well Wind Holdings Limited, a limited
company in Hong Kong and had assumed its present name since 5 January 2007. WCL
is an indirect wholly owned subsidiary of WSC held via Wasco Energy Ltd
(WascoE). WascoE is a wholly-owned subsidiary of WSC. The principal activity of
WascoE and WCL is investment holding. WCLs authorized capital is HKD10,000.00
consisting of 10,000 ordinary shares of HKD1.00 each and its issued and paid-up
capital is HKD2.00 consisting of 2 ordinary shares of HKD1.00 each.
3. LIABILITIES TO BE ASSUMED
There are no liabilities to be assumed by WCL arising from the Proposed
Acquisition.
4. SALIENT TERMS OF THE PROPOSED ACQUISITION
The Proposed Acquisition is conditional upon the occurrence of certain
conditions which mainly relate to the debt restructuring of SCT, as provided
under the Italian laws on or before 31 October 2009 or such extended date as
may be mutually agreed by SCT and WCL.
The Purchase Price is to be paid as follows:
(i) Euro11,000,000.00 upon completion of the Proposed Acquisition; and
(ii) the balance Euro4,500,000.00 to be paid in three (3) equal installments on
or before 31 December 2009; on or before 30 June 2010 and on or before 31
December 2010 respectively.
5. DETAILS OF THE PURCHASE PRICE
5.1 Basis of arriving at the Purchase Price
The Purchase Price of Euro15,500,000.00 was derived on a willing buyer,
willing seller basis based on a multiple of 10.8 times of PPSCIHs financial
year 2008 audited Profit after Tax and Minority Interest of RM21,654,021.00.
5.2 Mode of payment
The Purchase Price shall be fully settled by WCL in cash from its internally
generated funds and shareholders advances.
6. RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition will remove a significant portion of the dilutive
effect of minority interests that exist in WSCs pipe coating business. The
Proposed Acquisition will also allow the pipe coating business to expand
geographically without any restriction from the minority shareholders.
7. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
7.1 Share Capital
The Proposed Acquisition will not have any effect on the share capital of WSC
whilst the effective interest of WSC via WascoE and WCL in the share capital of
PPSCIH will increase from 67.48% to 100.00%.
7.2 Earnings
The Proposed Acquisition is not expected to have any material effect on the
consolidated earnings of WSC for the financial year ending 31 December 2009.
However, PPSCIH is expected to contribute positively to the future earnings of
WSC.
7.3 Substantial Shareholders Shareholdings
The Proposed Acquisition will not have any effect on the substantial
shareholders shareholdings of WSC.
7.4 Net Assets (NA) and Gearing
The Proposed Acquisition is not expected to have a material effect on the
consolidated NA value and gearing of WSC and its group of companies (WSC Group)
for the year ending 31 December 2009. The proforma effects of the Proposed
Acquisition if it had taken place on 31 December 2008 on the NA of WSC Group
based on the audited consolidated balance sheet as at 31 December 2008 are
summarized as per Appendix I attached.
8. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST
None of the Directors, major shareholders, persons connected to Directors or
persons connected to the major shareholders of the Company or any of its
subsidiaries has any interest, direct or indirect, in the Proposed Acquisition.
9. DIRECTORS STATEMENT
Having considered all aspects of the Proposed Acquisition, the Board of
Directors of the Company is of the opinion that the Proposed Acquisition is in
the best interest of WSC Group.
10. CONDITION OF PROPOSED ACQUISITION
Save as mentioned in paragraph (4) above, the Proposed Acquisition is not
subject to the approvals of any other governmental authority and the
shareholders of WSC.
11. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the transaction pursuant to
paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing
Requirements is 9.63%.
12. DOCUMENTS FOR INSPECTION
The SPA is available for inspection at the principal office of WCL at No. 59-2,
The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur for
three (3) months from date of this Announcement during normal business hours
from Mondays to Fridays.
Yours faithfully
WAH SEONG CORPORATION BERHAD
-signed-
_____________________________________
Giancarlo Maccagno
Deputy Managing Director
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 .
This post has been edited by protonw: Aug 4 2009, 09:29 AM