AMSTEEL CORPORATION BERHAD (20667

Transcription

THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. YOU SHOULD READ THIS IAC IN CONJUNCTION WITH THE OFFER DOCUMENT DATED 27
THIS
THIS
THIS INDEPENDENT
INDEPENDENT
INDEPENDENT ADVICE
ADVICE
ADVICE CIRCULAR
CIRCULAR
CIRCULAR (“IAC”)
(“IAC”)
(“IAC”) IS
IS
IS IMPORTANT
IMPORTANT
IMPORTANT AND
AND
AND REQUIRES
REQUIRES
REQUIRES YOUR
YOUR
YOUR IMMEDIATE
IMMEDIATE
IMMEDIATE
FEBRUARY 2009 ISSUED BY AMINVESTMENT BANK BERHAD, ON BEHALF OF LION CORPORATION BERHAD
ATTENTION.
ATTENTION.
ATTENTION. YOU
YOU
YOUSHOULD
SHOULD
SHOULDREAD
READ
READTHIS
THIS
THISIAC
IAC
IACIN
IN
INCONJUNCTION
CONJUNCTION
CONJUNCTIONWITH
WITH
WITHTHE
THE
THEOFFER
OFFER
OFFERDOCUMENT
DOCUMENT
DOCUMENTDATED
DATED
DATED27
27
27
AND LIMPAHJAYA
SDN
BHD WHICH
HAS BEEN
SENTISTOIMPORTANT
YOU.
THIS
INDEPENDENT
ADVICE
CIRCULAR
(“IAC”)
AND
YOUR IMMEDIATE
FEBRUARY
FEBRUARY
FEBRUARY
2009
2009
2009ISSUED
ISSUED
ISSUED
BY
BY
BYAMINVESTMENT
AMINVESTMENT
AMINVESTMENT
BANK
BANK
BANKBERHAD,
BERHAD,
BERHAD,ON
ON
ONBEHALF
BEHALF
BEHALF
OF
OF
OFREQUIRES
LION
LION
LIONCORPORATION
CORPORATION
CORPORATION
BERHAD
BERHAD
BERHAD
ATTENTION.
YOUSDN
SHOULD
READ HAS
THIS
IAC IN
CONJUNCTION
WITH THE OFFER DOCUMENT DATED 27
AND
AND
ANDLIMPAHJAYA
LIMPAHJAYA
LIMPAHJAYA
SDN
SDN
BHD
BHD
BHDWHICH
WHICH
WHICH
HAS
HASBEEN
BEEN
BEEN
SENT
SENT
SENT
TO
TO
TOYOU.
YOU.
YOU.
If you are in any
doubt
as to the
of action you should
you should
yourOF
stockbroker,
solicitor, accountant,
banker
FEBRUARY
2009
ISSUED
BYcourse
AMINVESTMENT
BANKtake,
BERHAD,
ONconsult
BEHALF
LION CORPORATION
BERHAD
or other
professional adviser
immediately.
AND
LIMPAHJAYA
SDN
BHD
WHICH
HAS
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SENT
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Ifyou
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15(6)
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1998 (“Code”),
the Securities
Commission
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in Section
any doubt
as to
of action
should take, and
youMergers
should consult
your stockbroker,
solicitor,
accountant,
banker
granted
its consent for
the issuance
of this IAC. The consent of the SC shall not be taken to indicate that the SC concurs with the
or
other
professional
adviser
immediately.
Pursuant
Pursuant
Pursuanttoto
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Section
Section15(6)
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Take-Overs
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the
theSecurities
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SecuritiesCommission
Commission
Commission(“SC”)
(“SC”)
(“SC”)has
has
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views and recommendation of MIMB Investment Bank Berhad. It merely means that the IAC has complied with the disclosure
granted
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its
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the
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ofthis
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the
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under
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Code.
The
SC
takes
no
responsibility
for
the
contents
of
this
IAC,
makes
no
representation
as
to
its
accuracy
Pursuant
Section 15(6) ofofof
the
Malaysian
Code on
Take-Overs
Mergers
1998 that
(“Code”),
the has
Securities
Commission
(“SC”)
has
views
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andto
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ofMIMB
MIMB
MIMB
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and
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disclaims
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whatsoever
forSC
anyshall
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takes
takes
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thecontents
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contents
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ofthis
this
this
IAC,
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makes
makes
makes
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representation
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IAC. Investment Bank Berhad. It merely means that the IAC has complied with the disclosure
views
MIMB
oror
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and
and
andexpressly
expressly
expresslydisclaims
disclaims
disclaims
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liability
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for
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under
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The
SC takes no responsibility for the contents of this IAC, makes no representation as to its accuracy
oror
orany
any
anypart
part
partofof
ofthe
the
thecontents
contents
contents
ofof
ofthis
this
this
IAC.
IAC.
IAC.
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this IAC.
AMSTEEL CORPORATION BERHAD (20667-M)
(Incorporated in Malaysia)
(20667-M)
(20667-M)
AMSTEEL
AMSTEEL
AMSTEELCORPORATION
CORPORATION
CORPORATION
BERHAD
BERHAD
BERHAD(20667-M)
(Incorporated
(Incorporated
(Incorporatedinin
inMalaysia)
Malaysia)
Malaysia)
INDEPENDENT ADVICE CIRCULAR
INDEPENDENT
INDEPENDENT
INDEPENDENTADVICE
ADVICE
ADVICECIRCULAR
CIRCULAR
CIRCULAR
IN RELATION
INDEPENDENT
ADVICE TO
CIRCULAR
IN
IN
INRELATION
RELATION
RELATIONTO
TO
TO
THE CONDITIONALIN
VOLUNTARY
TAKE-OVER OFFER BY
RELATION TO
THE
THE
THECONDITIONAL
CONDITIONAL
CONDITIONAL
VOLUNTARY
VOLUNTARY
TAKE-OVER
TAKE-OVER
TAKE-OVER
OFFER
OFFER
OFFER
BY
BY
BYOFFERORS”)
LION CORPORATION
BERHAD VOLUNTARY
AND
LIMPAHJAYA
SDN BHD
(“JOINT
LION
LION
LIONCORPORATION
CORPORATION
CORPORATION
BERHAD
BERHAD
BERHADAND
AND
AND
LIMPAHJAYA
LIMPAHJAYA
LIMPAHJAYA
SDN
SDN
SDNBHD
BHD
BHDOFFER
(“JOINT
(“JOINT
(“JOINT
OFFERORS”)
OFFERORS”)
OFFERORS”)
THE CONDITIONAL
VOLUNTARY
TAKE-OVER
BY
THROUGH
BANK
LION CORPORATION
BERHADAMINVESTMENT
AND LIMPAHJAYA
SDNBERHAD
BHD (“JOINT OFFERORS”)
THROUGH
THROUGH
THROUGHAMINVESTMENT
AMINVESTMENT
AMINVESTMENTBANK
BANK
BANKBERHAD
BERHAD
BERHAD
TO ACQUIRE THETHROUGH
REMAINING
ORDINARY SHARES
RM1.00 EACH IN AMSTEEL
AMINVESTMENT
BANKOF
BERHAD
CORPORATION
BERHAD
(“ACB
SHARES”)
NOT
ALREADY
HELD
BYIN
THE
JOINT
TO
TO
TOACQUIRE
ACQUIRE
ACQUIRETHE
THE
THEREMAINING
REMAINING
REMAININGORDINARY
ORDINARY
ORDINARYSHARES
SHARES
SHARESOF
OF
OFRM1.00
RM1.00
RM1.00
EACH
EACH
EACH
IN
IN
AMSTEEL
AMSTEEL
AMSTEEL
OFFERORS
(“OFFER
SHARES”)
TO BE
SATISFIED
BYHELD
THE ISSUE
AND
CORPORATION
CORPORATION
CORPORATION
BERHAD
BERHAD
BERHAD
(“ACB
(“ACB
(“ACB
SHARES”)
SHARES”)
SHARES”)
NOT
NOT
NOT
ALREADY
ALREADY
ALREADY
HELD
HELD
BY
BY
BYTHE
THE
THE
JOINT
JOINT
JOINT
TO ACQUIRE
THE REMAINING
ORDINARY
SHARES
OFCORPORATION
RM1.00 EACH INBERHAD
AMSTEEL
ALLOTMENT
ONE (1)
NEW
WARRANT
OF LION
OFFERORS
OFFERORS
OFFERORSOF
(“OFFER
(“OFFER
(“OFFER
SHARES”)
SHARES”)
SHARES”)
TO
TO
TOBE
BE
BESATISFIED
SATISFIED
SATISFIED
BY
BY
BYTHE
THE
THEISSUE
ISSUE
ISSUEAND
AND
AND
CORPORATION
BERHADAT
(“ACB
SHARES”)
NOT
ALREADY
HELD
BY THE
JOINT
(“LCB B WARRANT”)
AN WARRANT
ISSUE
PRICE
OF
RM0.10
FOR
EVERY
TEN
(10)
ALLOTMENT
ALLOTMENT
ALLOTMENT
OF
OF
OFONE
ONE
ONE(1)
(1)
(1)NEW
NEW
NEW
WARRANT
WARRANT
OF
OF
OF
LION
LION
LION
CORPORATION
CORPORATION
CORPORATION
BERHAD
BERHAD
BERHAD
OFFERORS (“OFFER
SHARES”)
TO
BE
SATISFIED
BY
THE
ISSUE
AND
EXISTING
SHARES
HELD
(“OFFER”)
(“LCB
(“LCB
(“LCBBB
BWARRANT”)
WARRANT”)
WARRANT”)
AT
AT
ATAN
AN
ANACB
ISSUE
ISSUE
ISSUE
PRICE
PRICE
PRICEOF
OF
OFRM0.10
RM0.10
RM0.10
FOR
FOR
FOREVERY
EVERY
EVERYTEN
TEN
TEN(10)
(10)
(10)
ALLOTMENT OF ONE (1) NEW WARRANT OF LION CORPORATION BERHAD
EXISTING
EXISTING
EXISTINGACB
ACB
ACBSHARES
SHARES
SHARESHELD
HELD
HELD(“OFFER”)
(“OFFER”)
(“OFFER”)
(“LCB B WARRANT”) AT AN ISSUE PRICE OF RM0.10 FOR EVERY TEN (10)
EXISTING ACB SHARES HELD (“OFFER”)
Independent Adviser
Independent
Independent
IndependentAdviser
Adviser
Adviser
Independent Adviser
MIMB INVESTMENT BANK BERHAD (Company No. 10209-W)
A INVESTMENT
Participating
Organisation
ofBERHAD
Bursa Malaysia
Securities
Berhad
MIMB
MIMB
MIMB
INVESTMENT
INVESTMENT
BANK
BANK
BANK
BERHAD
BERHAD
(Company
(Company
(Company
No.
No.
No.10209-W)
10209-W)
10209-W)
AAAParticipating
Participating
ParticipatingOrganisation
Organisation
Organisationofof
ofBursa
Bursa
BursaMalaysia
Malaysia
MalaysiaSecurities
Securities
SecuritiesBerhad
Berhad
Berhad
MIMB
BANKCircular
BERHAD
(Company
No. 10209-W)
This INVESTMENT
Independent Advice
is dated
6 March
2009
A Participating Organisation of Bursa Malaysia Securities Berhad
This
This
ThisIndependent
Independent
IndependentAdvice
Advice
AdviceCircular
Circular
Circularisis
isdated
dated
dated666March
March
March2009
2009
2009
This Independent Advice Circular is dated 6 March 2009
DEFINITIONS
Except where the context otherwise requires or where otherwise defined herein, words and
expressions defined in the Malaysian Code on Take-Overs and Mergers, 1998 and Section 33 of the
Securities Commission Act, 1993 shall have the same meaning when used herein, and the following
abbreviations shall apply throughout this IAC:Act
:
The Companies Act, 1965 (as amended from time to time and any
re-enactment thereof)
ACB or the Offeree
:
Amsteel Corporation Berhad
ACB Bonds
:
Collectively, the ACB Class A Bonds, ACB Class B Bonds and
ACB Class C Bonds
ACB Class A Bonds
:
Zero-Coupon Redeemable Secured Class A RM denominated
Bonds issued by ACB on 14 March 2003 with maturity date of 31
December 2011
ACB Class B Bonds
:
Zero-Coupon Redeemable Secured Class B RM denominated
December 2014
ACB Class C Bonds
:
Zero-Coupon Redeemable Secured Class C RM denominated
December 2011
ACB Class A SPV Debts
:
Zero-Coupon Redeemable Secured Class A USD denominated
consolidated and rescheduled debts of the ACB SPV issued on 14
March 2003 with final repayment date of 31 December 2011
ACB Class B SPV Debts
:
Zero-Coupon Redeemable Secured Class B USD denominated
ACB Class C SPV Debts
:
Zero-Coupon Redeemable Secured Class C USD denominated
ACB Debts
:
The USD denominated debts which were issued by ACB to ACB
SPV as consideration for ACB SPV issuing the ACB SPV Debts to
certain ACB scheme creditors pursuant to the GWRS
ACB Group
:
Collectively, ACB and its subsidiaries
ACB Scheme
:
The corporate and debt restructuring scheme of ACB as detailed in
the ACB Scheme Circular which is available on the Lion Group’s
website (www.lion.com.my). The ACB Scheme was completed for
purposes of implementation on 27 February 2009
ACB Scheme Circular
:
ACB’s circular to shareholders dated 7 January 2009 in relation to
the ACB Scheme
ACB SPV
:
Amsteel Harta (L) Limited, a wholly-owned subsidiary of ACB
ACB SPV Debts
:
Collectively, the ACB Class A SPV Debts, ACB Class B SPV
Debts and ACB Class C SPV Debts
i
DEFINITIONS (CONT’D)
AmInvestment Bank or
Adviser
:
AmInvestment Bank Berhad (a member of the AmInvestment Bank
Group), the adviser for the Offer
Accepting Holder(s)
:
Holder(s) who accepts the Offer
BNM
:
Bank Negara Malaysia
Board of ACB
:
Board of Directors of ACB
Bursa Securities
:
Bursa Malaysia Securities Berhad
CDRS
:
The corporate and debt restructuring scheme involving the LCB
Scheme and the ACB Scheme, which were completed for purposes
of implementation on 27 February 2009
CDS
:
Central Depository System
Closing Date
:
The First Closing Date of the Offer or in the event that the Offer is
revised or extended, such other revised or extended closing date as
may be decided by the Joint Offerors and announced in accordance
with the Code
Code
:
Malaysian Code on Take-Overs and Mergers, 1998, including any
amendments made thereto from time to time
CRC
:
Cold rolled coil steel
DAC
:
Datuk Cheng Yong Kim
Disposal of LCB Class
B(b) Bonds
:
The disposal by ACB of RM900,000,000 NV of LCB Class B(b)
Bonds with a PV as at 27 February 2009 of RM804,460,000 to
LDHB and Teraju Varia Sdn Bhd for a total disposal consideration
of RM400,000,000, which will be utilised by ACB for the
settlement of the ACB Class A Bonds/ SPV Debts and the tender of
the ACB Class B Bonds/ SPV Debts. The Disposal of LCB Class
B(b) Bonds was completed for purposes of implementation on 27
February 2009
Disposal of Property
Holding Companies
:
The disposal by ACB of the Property Holding Companies to
Limbungan Emas for a cash consideration of RM818,398,818,
which was completed for purposes of implementation on 27
February 2009
The divestment of the non-core and peripheral assets by ACB
(other than any of the Property Holding Companies and
subsidiaries of the Property Holding Companies) to be divested in
the future, which was completed for purposes of implementation on
27 February 2009
Divestment of Other
Assets
ECU
:
Equity Compliance Unit of the SC
EGM
:
Extraordinary General Meeting
EPS/LPS
:
Earnings per share/ loss per share
First Closing Date
:
20 March 2009, being twenty-one (21) days from the Posting Date
Form of Acceptance and
Transfer
:
The form of acceptance and transfer for Offer Shares
ii
ii
FPE
:
Financial period ended
FYE
:
Financial year(s) ended/ending
GWRS
:
The group wide restructuring scheme which was implemented by
LCB, ACB together with LICB and Silverstone Corporation
Berhad and their respective subsidiaries on 14 March 2003
Holder(s)
:
Holder(s) of the Offer Shares
HRC
:
Hot rolled coil steel
IAC
:
This independent advice circular dated 6 March 2009
IAL
:
The independent advice letter by MIMB, as contained in the IAC
Independent Adviser or
MIMB
:
MIMB Investment Bank Berhad, the independent adviser appointed
by ACB
Joint Offerors
:
Collectively, LCB and Limpahjaya
LCB
:
Lion Corporation Berhad
LCB A Warrants
:
The new warrants to be issued by LCB pursuant to the Proposed
Rights Issue of Warrants
LCB B Warrants
:
The new warrants to be issued by LCB pursuant to the Offer
LCB Class A Bonds
:
Zero-Coupon Redeemable Secured Class A RM denominated
bonds issued by LCB on 14 March 2003 with maturity date of 27
February 2009
LCB Class B(a) Bonds
:
Zero-Coupon Redeemable Secured Class B(a) RM denominated
bonds issued by LCB on 14 March 2003 with maturity date of 31
December 2019.
LCB Class B(b) Bonds
:
Zero-Coupon Redeemable Secured Class B(b) RM denominated
bonds, issued by LCB on 14 March 2003 with maturity date of 31
December 2020
LCB Class B(a) RCSLS
:
5% coupon redeemable convertible secured loan stocks issued by
LCB with maturity date of 31 December 2015
LCB Class B(b) RCSLS
:
7% coupon redeemable convertible secured loan stocks issued
by LCB with maturity date of 31 December 2015
LCB Class B(a) and B(b) :
RCSLS Conversion
Collectively, the LCB Class B(a) RCSLS Conversion and LCB
Class B(b) RCSLS Conversion
LCB Class B(a) RCSLS :
Conversion
The RM1,218,342 NV of LCB Class B(a) RCSLS converted from
RM1,251,959 NV of LCB Class B(a) Bonds with PV of
RM1,218,342 held by ACB on 27 February 2009
LCB Class B(b) RCSLS :
Conversion
RM178,769,000 NV of LCB Class B(b) RCSLS converted from
RM200,000,000 NV of LCB Class B(b) Bonds with PV of
RM178,769,000 held by ACB on 27 February 2009
LCB Class B(c) RCSLS
4.25% coupon redeemable convertible secured loan stocks to be
issued by LCB with maturity date of 31 December 2015
:
iii
iii
LCB Group
:
Collectively, LCB and its subsidiaries
LCB RCSLS
:
Collectively, the LCB Class B(a) RCSLS, LCB Class B(b) RCSLS
and LCB Class B(c) RCSLS
LCB Scheme
:
The corporate and debt restructuring scheme of LCB as detailed in
the LCB Scheme Circular which is available on Bursa Securities’
website (www.bursamalaysia.com). The LCB Scheme was
completed for purposes of implementation on 27 February 2009
LCB Scheme Circular
:
LCB’s circular to shareholders dated 7 January 2009 in relation to
the LCB Scheme
LCB Shares
:
Ordinary share(s) of RM1.00 each in LCB
LCB USD Debts
:
Zero-Coupon Redeemable Unsecured Class B USD denominated
consolidated and rescheduled debts of LCB issued on 14 March
2003 with final repayment date of 31 December 2019
LCB Warrants
:
Collectively, LCB A Warrants and LCB B Warrants
LDHB
:
Lion Diversified Holdings Berhad
LICB
:
Lion Industries Corporation Berhad
Limpahjaya
:
Limpahjaya Sdn Bhd, a wholly-owned subsidiary of LCB
Listing Requirements
:
Listing Requirements of Bursa Securities, including
amendments thereto that may be made from time to time
LPD
:
27 February 2009, being the latest practicable date prior to the
despatch of the IAC
Market Day
:
A day on which Bursa Securities is open for the trading of
securities
Megasteel
:
Megasteel Sdn Bhd
MI
:
Minority interests
MITI
:
Ministry of International Trade and Industry
NA /NL
:
Net assets/Net liabilities
Non-Resident Holder(s)
:
Holder(s) (including, without limitation, custodians, nominees and
trustees) who are citizens or nationals of, or residents in, or have
registered addresses in, any jurisdiction outside Malaysia, or are
incorporated or registered with, or approved by any authority
outside Malaysia
Notice
:
The notice of conditional voluntary take-over offer dated 6
February 2009 which was served on the Board of ACB by the
Adviser on behalf of the Joint Offerors in relation to the Offer
Offer
:
The conditional voluntary take-over offer by the Joint Offerors
through AmInvestment Bank to acquire the Offer Shares to be
satisfied by the issue and allotment of one (1) LCB B Warrant at an
issue price of RM0.10 for every ten (10) existing ACB Shares held
iv
iv
any
Offer Document
:
The offer document dated 27 February 2009 issued by the Adviser
on behalf of the Joint Offerors, which sets out, inter alia, the terms
and conditions of the Offer
Offer Period
:
The period commencing from 21 May 2008, being the earlier of the
date the Joint Offerors make an announcement of a proposed or
possible take-over offer under subsection 12(1) or sends a written
notice and announcement under subsection 12(3), until:(a)
The First Closing Date of the Offer; or
(b)
The date when the Offer becomes or is declared
unconditional as to acceptances, lapses or is withdrawn, if
this date is later than the date referred to in paragraph (a)
Offer Price
:
One (1) LCB B Warrant for every ten (10) existing ACB Shares
held
Offer Shares
:
The remaining ACB Shares which are not already held by the Joint
Offerors
PATMI
:
Profit after taxation and MI
Posting Date
:
27 February 2009, being the date of despatch of the Offer
Document
Press Notice
:
A notice given to at least three (3) daily newspapers circulating
generally throughout Malaysia, one of which shall be in the
national language and one in English
Property Holding
Companies
:
Collectively the following companies:(i)
Akurjaya Sdn Bhd, a wholly-owned subsidiary of ACB;
(ii)
Ayer Keroh Resort Sdn Bhd, a 70% owned subsidiary of
ACB;
(iii) Bungawang Sdn Berhad, a 70% owned subsidiary of ACB;
(iv) Visionwell Sdn Bhd, a 80% owned subsidiary of ACB;
(v)
Lion Metal Industries Sdn Bhd, a wholly-owned subsidiary of
ACB; and
(vi) Inverfin Sdn Bhd, a 20% owned associated company of ACB
Proposed Rights Issue of
Warrants
:
The proposed issuance of up to 253,610,407 LCB A Warrants to
LCB’s existing shareholders on a rights basis of one (1) LCB A
Warrant for every four (4) LCB ordinary shares held excluding the
894,408,000 shares issued by LCB on 27 February 2009 pursuant
to the LCB Scheme
RCSLS
:
Redeemable convertible secured loan stocks
Registrar or Secretarial
Communication
:
Secretarial Communications Sdn Bhd, to whom acceptances of the
Offer should be forwarded, whose address and contact number are
set out in Section 1.1 of Appendix III of the Offer Document
v
Relevant Day
:
The Market Day following the day on which the Offer is:(a) closed; or
(b) revised or extended,
as the case may be
SC
:
Securities Commission of Malaysia
SCA
:
Securities Commission Act, 1993 and any amendments made
thereto from time to time and any regulations made thereunder
which are in force for the time being
SICDA
:
Securities Industry (Central Depositories) Act, 1991
TSWC
:
Tan Sri William H.J. Cheng
WAMP
:
Weighted average market price
YTM
:
Yield to Maturity
RM and sen
:
Ringgit Malaysia and sen respectively
Kindly refer to ACB’s announcements on Lion Group’s website (www.lion.com.my) and LCB’s
announcements on Bursa Securities’ website (www.bursamalaysia.com) for further development on
the CDRS.
Words importing the singular shall, where applicable, include the plural and vice versa and words
denoting the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations. Any reference in this IAC to any
enactment is a reference to that enactment as for the time being amended or re-enacted. All references
to dates and times in this IAC refer to Malaysian dates and times unless otherwise stated.
vi
vi
EXECUTIVE SUMMARY
This executive summary highlights the salient information on the Offer. We advise Holders to read
the letter from the Board of ACB and the IAL from MIMB to the Holders in relation to the Offer for
further information and for the recommendation in relation to the Offer. This IAC should also be read
in conjunction with the Offer Document issued by AmInvestment Bank on behalf of the Joint
Offerors.
1.
INTRODUCTION
On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB
Scheme. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes
the ACB Scheme. Additionally, LCB had on the same date announced the Offer which is
conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme.
The LCB Scheme and ACB Scheme were completed for purposes of implementation on 27
February 2009.
On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on
the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary
take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out
in Appendix I of the Offer Document. The Notice was also sent to you in a notification to
Holders dated 13 February 2009.
You should also have by now received a copy of the Offer Document dated 27 February 2009
which sets out the background, terms of the Offer as well as the procedures for acceptances
and method of settlement of the Offer.
The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to
provide independent advice to the Holders in relation to the Offer.
2.
PRINCIPAL TERMS OF THE OFFER
(i)
Offer
The conditional voluntary take-over offer by the Joint Offerors through
AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and
allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10)
existing ACB Shares held.
(ii)
Offer Price
The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB
Shares held. Based on the issue price of LCB B Warrants of RM0.10 each, the
implied offer price for each Offer Share is RM0.01 calculated based on the exchange
ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held.
The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix
I of the Notice.
vii
vii
EXECUTIVE SUMMARY (CONT’D)
This executive
summary
the salient information on the Offer. We advise Holders to read
(iii)
Conditionhighlights
of the Offer
the letter from the Board of ACB and the IAL from MIMB to the Holders in relation to the Offer for
further information
for is
theconditional
recommendation
in relation
to the Offer.
This IAC
should
be read
Theand
Offer
upon the
Joint Offerors
receiving
by 5.00
pm also
(Malaysian
in conjunction time)
with the
Offer
Document
issued
by valid
AmInvestment
on behalf
of the
on or
before
the Closing
Date,
acceptancesBank
(provided
that they
areJoint
not,
Offerors.
where permitted, withdrawn), which would result in the Joint Offerors holding in
aggregate, together with such ACB Shares that are already acquired, held or entitled
1.
INTRODUCTION
to be acquired or held by the Joint Offerors, more than 50% of the voting shares of
ACB, failing which the Offer shall lapse and the Offer will cease to be capable of
On 21 May
LCB announced
LCB Group
proposes
to Joint
undertake
the LCB
further2008,
acceptance
and that that
the the
Accepting
Holder
and the
Offerors
will
Scheme.thereafter
Simultaneously,
a 40.1%
owned
company
LCB(“Shareholding
also proposes
cease toACB,
be bound
by any
priorassociated
acceptances
of the ofOffer
the ACBCondition”).
Scheme. Additionally, LCB had on the same date announced the Offer which is
conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme.
The LCB
Schemeofand
(iv)
Duration
theACB
OfferScheme were completed for purposes of implementation on 27
February 2009.
The Offer will remain open for acceptances for twenty-one (21) days from the date of
On 6 February
2009,
the Jointuntil
Offerors,
through
AmInvestment
Bank,orserved
theasNotice
the Offer
Document,
20 March
2009,
unless extended
revised
may on
be
the Board
of ACB,
notifying
ACB ofand
their
intentionintoaccordance
undertake with
the conditional
decided
by the
Joint Offerors
announced
the Code. voluntary
in Appendix
Offer
Notice was
also sent toasyou
a notification
to
WhereI of
thethe
Offer
hasDocument.
become orThe
is declared
unconditional
to in
acceptances
of the
Holders Offer
dated on
13 February
2009. the forty-sixth (46th) day from the Posting Date, the Offer
any day before
will remain open for acceptances for not less than fourteen (14) days from the date on
You should
also
by becomes
now received
copy of the
Offer Document
2009
which
thehave
Offer
and isa declared
unconditional
whichdated
shall,27inFebruary
any event,
be
which sets
background,
Offer
well asDate.
the procedures for acceptances
daythefrom
theasPosting
not out
laterthe
than
the sixtiethterms
(60th) of
Where the Offer has become or is declared unconditional as to acceptances on any
The Board
ACB
on 12 May
appointed
MIMBDate,
as the
Adviser
to
day of
after
the had
forty-sixth
(46th)2008
day from
the Posting
theIndependent
Offer will remain
open
provide for
independent
advice
to the
in relation
the Offer.
acceptances
for not
lessHolders
than fourteen
(14)todays
from the date on which the Offer
becomes and is declared unconditional which shall, in any event, be not later than the
seventy-fourth (74th) day from the Posting Date.
2.
The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m.
(i)
Offer
(Malaysian
time) on the sixtieth (60th) day from the Posting Date.
The conditional
voluntary take-over offer by the Joint Offerors through
Method
of Settlement
AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and
allotment
(1) having
LCB Bbecome
Warrantorathaving
an issue
price
of RM0.10
every ten (10)
Subject
to of
theone
Offer
been
declared
whollyfor
unconditional
as
existing
ACB
Shares
held.
to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit
the LCB B Warrants into the CDS account of the Accepting Holder within twenty(ii)
Offer
Price
one
(21)
days from the Closing Date of the Offer in respect of acceptances which are
received and are complete in all respects by that date.
held. Based
the issue
of Offer
LCB is
B set
Warrants
RM0.10IV
each,
the
FurtherShares
information
on theon
salient
termsprice
of the
out in of
Appendix
of this
implied
offer
price
for
each
Offer
Share
is
RM0.01
calculated
based
on
the
exchange
IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the
Offer Document.
(v)
3.
I ofCONSIDERATIONS
the Notice.
SALIENT
BY MIMB
In arriving at the recommendation whether to reject or accept the Offer, MIMB has
considered primarily the following salient considerations:(i)
Based on the proforma consolidated NL as at 30 June 2008, the ACB’s total asset
value is not expected to be sufficient to meet its total debt obligation. Accordingly,
ACB shareholders may not be able to recover their investments in ACB due to the
deficit shareholders’ funds position;
vii
viii
viii
EXECUTIVE SUMMARY (CONT’D)
This executive
summary
highlights
the salient
on the
We advise
to read
(ii)
It is unlikely
that ACB
will beinformation
able to declare
anyOffer.
dividends
to the Holders
shareholders
of
the letter from the
Board
ACB
and the
MIMB
to the Holders
to the and
Offer
for
ACB
untilofand
unless
it isIAL
ablefrom
to fully
redeem/repay
all ofinitsrelation
ACB Bonds
ACB
further information
for the
recommendation
in wholly-owned
relation to the Offer.
ThisACB
IAC should
SPVand
Debts
issued
by ACB and its
subsidiary,
SPV; also be read
in conjunction with the Offer Document issued by AmInvestment Bank on behalf of the Joint
Offerors.(iii)
Even if the Offer is unsuccessful, it would be unlikely that ACB would be able to
seek a re-listing on Bursa Securities;
1.
INTRODUCTION
(iv)
There is no assurance that the Joint Offerors (or any other parties) would extend a
On 21 May
2008,toLCB
announced
that the
LCBinGroup
proposes
undertake
the LCB
new offer
acquire
the remaining
shares
ACB not
held bytothe
Joint Offerors
(or
Scheme.any
Simultaneously,
other parties); ACB, a 40.1% owned associated company of LCB also proposes
the ACB Scheme. Additionally, LCB had on the same date announced the Offer which is
conditional
upon who
the LCB
Scheme,
which
turnand
is inter-conditional
the ACB after
Scheme.
(v)
Holders
choose
to reject
the in
Offer
remain as ACBwith
Shareholders
the
The LCB
Scheme and
Scheme
were not
completed
of implementation
on the
27
completion
of ACB
this Offer
should
expect for
anypurposes
immediate
improvement in
Februaryfinancial
2009. position of ACB;
4.
On
2009,Offer
the Joint
through
AmInvestment
Bank, aserved
the Notice
on
(vi) 6 February
The implied
PriceOfferors,
of RM0.01
per Offer
Share represents
significant
premium
the Board
of the
ACB,
notifying
ACB of their
intention
the conditional
voluntary
over
proforma
consolidated
NL of
ACB astoat undertake
30 June 2008
of 6.19 sen per
share;
take-overand
offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out
Holders
dated 13 February
2009. Rights Issue of Warrants, LCB Shareholders will be paying
(vii)
Pursuant
to the Proposed
the same price for the warrants in LCB as the price offered to the Holders.
and
method of settlement of the Offer.
RECOMMENDATION
2.
The
of ACB had onof12
May 2008 appointed MIMB as the Independent Adviser to
4.1 Board
Recommendation
MIMB
provide independent advice to the Holders in relation to the Offer.
After having performed an independent evaluation of the Offer, MIMB is of the view
that the Offer is fair and reasonable. Accordingly, we recommend to all Holders to
PRINCIPAL
TERMS
OF THE OFFER
ACCEPT
the Offer.
(i)
4.2
Offer
Recommendation of the Board of ACB
The
voluntary
take-over
offer the
by recommendation
the Joint Offerors
through
Basedconditional
on the salient
considerations
and upon
by MIMB,
the
AmInvestment
Bank to
acquire the to
Offer
Shares to
toACCEPT
be satisfied
the issue and
Board of ACB wishes
to recommend
all Holders
the by
Offer.
allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10)
existing
As at LPD,
Tan ACB
Siak Shares
Tee hasheld.
indicated his intention to ACCEPT the Offer in respect of his
direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC.
(ii)
Offer Price
5.
TENTATIVE
TIMETABLE
The Offer
Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB
offer price for each Offer Share is RM0.01 calculated based
on the exchange
Noticeimplied
of the Offer
6 February
2009
Date of despatch of the Offer Document
27 February 2009
I ofofthe
Notice.
Issuance
this
IAC
6 March 2009
Closing date of the Offer (unless otherwise revised or extended)
vii
ix
ix
20 March 2009
TABLE OF CONTENT
PAGE
PART A LETTER FROM THE BOARD OF ACB
1.
INTRODUCTION
1
2.
DETAILS OF ACCEPTANCES
2
3.
BOARD OF ACB’S COMMENTS
2
4.
BOARD OF ACB’S RESPONSIBILITY
4
5.
RECOMMENDATION BY THE BOARD OF ACB
5
PART B INDEPENDENT ADVICE LETTER FROM MIMB
1.
INTRODUCTION
6
2.
7
3.
8
4.
LIMITATIONS
9
5.
RATIONALE OF THE OFFER
10
6.
FUTURE PLANS FOR THE ACB GROUP
13
7.
FINANCIAL EVALUATION OF THE OFFER
15
8.
INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUP
AND THE LCB GROUP
21
9.
IMPLICATIONS ON THE ACCEPTANCE OR REJECTION OF THE
OFFER
26
10.
FURTHER INFORMATION
27
11.
CONCLUSION AND RECOMMENDATION
28
APPENDICES
I
INFORMATION ON ACB
29
II
INFORMATION ON LCB
41
III
INFORMATION ON LIMPAHJAYA
51
IV
SALIENT TERMS OF THE OFFER
55
V
FURTHER INFORMATION
61
x
PART A
LETTER FROM THE BOARD OF ACB
Registered Office:
Level 46, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur
6 March 2009
Board of Directors:
Jen Tan Sri Dato’ Zain Mahmud Hashim (b) (Chairman)
Tan Sri William H.J. Cheng
Lt Jen (B) Datuk Seri Abdul Manap bin Ibrahim
M. Chareon Sae Tang @ Tan Whye Aun
Tan Siak Tee
To:
The Holders of the Offer Shares
Dear Sir/Madam,
CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS
THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE
SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN
ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES HELD
1.
INTRODUCTION
On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB
Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts
issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of
LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB
Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB
Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on the same
date announced the Offer which is conditional upon the LCB Scheme, which in turn is interconditional with the ACB Scheme. The CDRS were completed for purposes of
implementation on 27 February 2009.
On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on
the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary
1
The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to
provide independent advice to the Holders in relation to the Offer. The SC had consented to
the appointment of MIMB vide its letter dated 23 February 2009. On 5 March 2009, the SC
had given its consent to the despatch of this IAC pursuant to the disclosure requirements of
the Code.
In this letter, we highlight the relevant information relating to the Offer and provide you with
our views on the Offer and the recommendation of MIMB. However, all views and
recommendation of the Board of ACB represented in this letter do not include that of TSWC
(who is a substantial shareholder and Director of LCB and Limpahjaya) and M. Chareon Sae
Tang @ Tan Whye Aun (who is a Director of LCB) who are deemed interested in the Offer.
In this regard, TSWC and M. Chareon Sae Tang @ Tan Whye Aun have abstained from
making any recommendation.
2.
There are no other Holders who have already accepted or have provided irrevocable
undertakings to accept the Offer in respect of their holdings in the Offer Shares as at LPD.
To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware
of any other acceptance of the Offer or any other irrevocable undertaking given to accept the
Offer by any Holder.
3.
BOARD OF ACB’S COMMENTS
3.1
Rationale of the Offer
The Board of ACB has taken note of the rationale for the Offer as disclosed in the Offer
Document, which is extracted as follows:(i)
The ACB Group is implementing the Proposed ACB Scheme to address its debt
obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and
its wholly-owned subsidiary, ACB SPV, pursuant to the GWRS.
(ii)
Simultaneously, the LCB Group is also implementing the Proposed LCB Scheme to
address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts
issued by LCB pursuant to the GWRS.
(iii)
The Offer is undertaken to provide an avenue for the Holders to realise their
investments in ACB (which was delisted on 11 October 2007) by way of an exchange
of their shareholdings in ACB for the LCB B Warrants proposed to be listed on the
Main Board of Bursa Securities.
The ACB Scheme and the LCB Scheme were completed for purposes of implementation on
27 February 2009.
After considering the various implications raised by the Independent Adviser as set out in
Section 5 of the IAL, we concur that the Offer offers the Holders with a timely opportunity
for them to convert their investments in ACB into a more liquid and marketable equity
investment which is capable of being realised in the open market.
2
3.2
Future plans of the Joint Offerors for ACB
Based on Section 6 of the Offer Document, we take note that the future plans of the Joint
Offerors for ACB Group and its employees are extracted as follows:(a)
Continuation of the ACB Group’s Business and Major Changes to the ACB
Group’s Business
The Joint Offerors have no intention to liquidate ACB and they have no intention to
make any major changes to the structure of the ACB Group within six (6) months
from the date of this Offer Document. However, pursuant to the Proposed ACB
Scheme undertaken to address the debt obligation of the ACB Group, the ACB Group
proposes, inter-alia, the following:(a)
Proposed Disposal of Property Holding Companies; and
(b)
Proposed Divestment of the Other Assets.
Subsequent to the above-mentioned Proposed Disposal of Property Holding
Companies and Proposed Divestment of the Other Assets, ACB’s principal activities
will eventually no longer be in property development and management and its core
assets will be investment in the LCB Class B(b) Bonds and LCB Class B(b) RCSLS.
These investments are and will be charged to its lenders and the proceeds from the
redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB
SPV Debts.
Within six (6) months from the date of this Offer Document, LCB may review the
business and operations of the ACB Group and carry out reorganisations of the ACB
Group where necessary. Other disposals or re-deployment of the ACB Group’s
remaining assets after the Proposed ACB Scheme may be undertaken to rationalise
business activities and/or direction or to improve the utilisation of resources.
(b)
Employees of the ACB Group
Within six (6) months from the date of this Offer Document, the Joint Offerors do not
intend to dismiss or make redundant the employees of the ACB Group as a direct
consequence of the Offer. However, it should be noted that some changes in staff
employment and/or re-deployment may take place as a result of any rationalisation of
business activities and/or direction, or to further improve the efficiency of operations
and optimise staff productivity.
As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have no
knowledge of and have not entered into any negotiations or arrangements or understanding
whatsoever with any third party with regards to any change in the ACB’s businesses, assets or
equity structure.
After considering the Joint Offerors’ future plans for the ACB Group, we concur with the
Independent Adviser’s comments that ACB will no longer be involved in the property
development and management business since the remaining core assets of ACB comprises
mainly LCB Class B(b) Bonds and LCB Class B(b) RCSLS.
3
3.3
Listing Status of ACB and Compulsory Acquisition
The ACB Shares were delisted from the Main Board of Bursa Securities on 11 October 2007.
Currently, the Joint Offerors do not intend to seek a re-listing of ACB Shares on Bursa
Securites.
In view that the Joint Offerors have no intention to seek a re-listing of ACB Shares on Bursa
Securities upon the completion of the Offer, we concur with the Independent Adviser’s view
that ACB shareholders is expected to be in a better position by accepting the Offer to
exchange their ACB Shares for LCB B Warrants, which is a marketable security, upon listing
on the Main Board of Bursa Securities.
The Board of Directors of ACB has noted that the Joint Offerors intend to invoke the
provisions of Section 34 of the SCA to compulsorily acquire any remaining Offer Shares
from the Holders who had elected not to accept the Offer, as detailed in Section 4.2 of the
Offer Document and in Section 9.3 of the IAL.
Accordingly, we wish to highlight that Holders who reject the Offer would be subject to a
compulsory acquisition by the Joint Offerors if they receive acceptances in respect of not less
than ninety percent (90%) of the Offer Shares (other than shares already held at the date of the
Notice by the Joint Offerors or by a nominee for or a related corporation of the Joint Offerors)
within four (4) months after making the Offer.
Nonetheless, Holders of the Offer Shares which are compulsorily acquired will receive the
same consideration as that specified in the Offer.
3.4
Financial Evaluation
After careful consideration of the financial evaluation of the Offer by MIMB, as set out in
Section 7 of the IAL contained in Part B of this IAC, we concur that the Offer appears to be
reasonable to the Holders after considering the following factors:-
3.5
(i)
The implied Offer Price of RM0.01 per Offer Share represents a significant premium
over the proforma consolidated shareholders’ NL of ACB as at 30 June 2008 of 6.19
sen per share; and
(ii)
Pursuant to the Proposed Rights Issue of Warrants, the LCB Shareholders will be
paying the same price for the warrants in LCB as the price offered to the Holders.
Prospects of the ACB Group
Pursuant to the ACB Scheme, the ACB Group’s property division will cease to be the main
income contributor. In the next 12 months, the ACB Group’s main source of income would
be from the ACB Group’s investments in LCB Class B(b) Bonds and LCB Class B(b)
RCSLS.
4.
BOARD OF ACB’S RESPONSIBILITY
The responsibility statement of the Board of ACB is set out in Section 1 of Appendix V of
this IAC. The views of the Board of ACB contained in this IAC are to the Holders at large
and not meant for any Holder individually. Hence, the Board of ACB has not given any
regard to the specific investment objectives, financial objectives, financial situation and
particular needs of any Holders.
4
5.
RECOMMENDATION BY THE BOARD OF ACB
The recommendation by the Board of ACB is made after considering the factors as discussed
above and the evaluation and recommendation of the Offer by the Independent Adviser as set
out in Part B of this IAC.
After careful consideration, the Board of ACB CONCURS with the evaluation and
recommendation of MIMB that the Offer appears fair and reasonable having taken into
consideration the following key factors as set out in the IAL:(i)
(ii)
It is unlikely that ACB will be able to declare any dividends to the shareholders of
ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB
SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV;
(iii)
(iv)
new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or
any other parties);
(v)
Holders who choose to reject the Offer and remain as ACB Shareholders after the
completion of this Offer should not expect any immediate improvement in the
financial position of ACB;
(vi)
over the proforma consolidated NL of ACB as at 30 June 2008 of 6.19 sen per share;
and
(vii)
Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying
the same price for the warrants in LCB as the price offered to the Holders
Based on the above and upon the recommendation by MIMB, the Board of ACB wishes to
recommend to all Holders to ACCEPT the Offer.
As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his
direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC.
We advise the Holders to consider carefully all other information as contained in the
Offer Document and this IAC which also include the opinion and recommendation of
the Independent Adviser, as disclosed in the IAL in Part B of this IAC, before making a
decision on the course of action to be taken.
Yours faithfully
For and on behalf of
AMSTEEL CORPORATION BERHAD
JEN TAN SRI DATO’ ZAIN MAHMUD HASHIM (b)
CHAIRMAN
5
PART B
INDEPENDENT ADVICE LETTER FROM
MIMB INVESTMENT BANK BERHAD
Date:
6 March 2009
Date:
Date: 66 March
March 2009
2009
Date: 6 March 2009
Date: Date:
6To:
March
2009 2009 of the Offer Shares
6 March
The
To:
The Holders
Holders of
To:
The
Holders
of the
the Offer
Offer Shares
Shares
To:
The Holders of the Offer Shares
To:
The
Holders
of
the
Offer
Shares
To:
The Holders of the Offer
Shares
Dear
Sir/Madam,
Dear
Sir/Madam,
Dear Sir/Madam,
Dear Sir/Madam,
Dear Sir/Madam,
Dear Sir/Madam,
CONDITIONAL
VOLUNTARY
TAKE-OVER
OFFER
BY
THE JOINT
OFFERORS
CONDITIONAL
VOLUNTARY
TAKE-OVER
OFFER
BY
JOINT
OFFERORS
CONDITIONAL
VOLUNTARY BANK
TAKE-OVER
OFFER THE
BY THE
THE
JOINT
OFFERORS
THROUGH
AMINVESTMENT
TO
ACQUIRE
OFFER
SHARES
TO
BE
CONDITIONAL
VOLUNTARY BANK
TAKE-OVER
OFFER THE
BY THE
JOINT
OFFERORS
THROUGH
AMINVESTMENT
TO
ACQUIRE
OFFER
SHARES
TO
BE
CONDITIONAL
VOLUNTARY
TAKE-OVER
OFFER
BY
THE
JOINT
OFFERORS
THROUGH
AMINVESTMENT
BANK
TO
ACQUIRE
THE
OFFER
SHARES
TO
BE
CONDITIONAL
VOLUNTARY
TAKE-OVER
OFFER
BY
THE
JOINT
OFFERORS
SATISFIED
BY
THE
ISSUE
AND
ALLOTMENT
OF
ONE
(1)
LCB
B
WARRANT
AT
AN
THROUGH
AMINVESTMENT
BANK
TO ACQUIRE
THE
OFFER
SHARES TO
BE
SATISFIED
BY
THE
ISSUE
AND
ALLOTMENT
OF
ONE
(1)
LCB
B
WARRANT
AT
AN
THROUGH
AMINVESTMENT
BANK
TO
ACQUIRE
THE
OFFER
SHARES
TO
BE
SATISFIED
BY
THE
ISSUE
AND
ALLOTMENT
OF
ONE
(1)
LCB
B
WARRANT
AT
AN
THROUGH
AMINVESTMENT
BANK
TOEXISTING
ACQUIRE
THE
OFFER
SHARES
TO BE
ISSUE
PRICE
OF
RM0.10
FOR
EVERY
TEN
(10)
ACB
SHARES
HELD
SATISFIED
BY
THE
ISSUE
AND
ALLOTMENT
OF
ONE
(1)
LCB
B
WARRANT
AT
AN
ISSUE
PRICE
OF
RM0.10
FOR
EVERY
TEN
(10)
EXISTING
ACB
SHARES
HELD
SATISFIED
BY
ISSUE
AND
ALLOTMENT
OF ONE
(1)
LCB
B WARRANT
AT AN
ISSUE
PRICE
OFTHE
RM0.10
FOR
EVERY
TEN
(10) EXISTING
ACB
SHARES
SATISFIED
THE
ISSUE
AND
ALLOTMENT
OF ONE
LCB
BHELD
WARRANT
AT AN
ISSUE
PRICE OF BY
RM0.10
FOR
EVERY
TEN
(10) EXISTING
ACB(1)
SHARES
HELD
ISSUE
PRICE
OF RM0.10
FOR FOR
EVERY
TEN (10)
EXISTING
ACB ACB
SHARES
HELD
ISSUE
PRICE
OF
RM0.10
EVERY
TEN
(10)
EXISTING
SHARES
HELD
1.
INTRODUCTION
1.
INTRODUCTION
1.
INTRODUCTION
1.
INTRODUCTION
1.
INTRODUCTION
1. On
1.1
21INTRODUCTION
May 2008,
LCB
announced
that
the
LCB Group
proposes
to
undertake
the
LCB
1.1
On
2008,
LCB
announced
that
the
proposes
to
undertake
the
LCB
1.1
On 21
21 May
May
2008, its
LCB
announced
that
the LCB
LCB Group
Group
proposes
toand
undertake
the Debts
LCB
Scheme
to
address
debt
obligations
to
redeem/repay
the
LCB
Bonds
LCB
USD
1.1
On
21
May
2008,
LCB
announced
that
the
LCB
Group
proposes
to
undertake
the
LCB
Scheme
to
address
its
debt
obligations
to
redeem/repay
the
LCB
Bonds
and
LCB
USD
Debts
1.1 1.1Scheme
On
21
May
2008,
LCB
announced
that
the
LCB
Group
proposes
to
undertake
the
LCB
to
address
its
debt
obligations
to
redeem/repay
the
LCB
Bonds
and
LCB
USD
Debts
On
21
May
2008,
LCB
announced
that
the
LCB
Group
proposes
to
undertake
the
LCB
issued
pursuant
to
the
GWRS.
Simultaneously,
ACB,
a
40.1%
owned
associated
company
of
Scheme
to address
its debt
obligations
to redeem/repay
LCBowned
Bondsassociated
and LCB company
USD Debts
issued
pursuant
to
the
GWRS.
Simultaneously,
ACB,
aa the
40.1%
of
Scheme
to
address
its
debt
obligations
to
redeem/repay
the
LCB
Bonds
and
LCB
USD
Debts
issued
pursuant
to
the
GWRS.
Simultaneously,
ACB,
40.1%
owned
associated
company
ofDebts
Scheme
to
address
its
debt
obligations
to
redeem/repay
the
LCB
Bonds
and
LCB
USD
LCB
also
proposes
the
ACB
Scheme
to
address
its
debt
obligations
to
redeem/repay
the
ACB
issued
pursuant
to the
GWRS.
Simultaneously,
ACB,
a 40.1%
owned
associated company
of
LCB
also
proposes
the
ACB
Scheme
to
its
debt
obligations
to
redeem/repay
the
ACB
issued
pursuant
toSPV
the
GWRS.
Simultaneously,
ACB,
a 40.1%
owned
associated
company
of of
LCB
also
proposes
theto
ACB
Scheme
to address
address
its
debt
obligations
toowned
redeem/repay
thecompany
ACB
issued
pursuant
the GWRS.
Simultaneously,
ACB,
aThe
40.1%
associated
Bonds
and
ACB
Debts
issued
pursuant
to
the
GWRS.
LCB
Scheme
and
the
ACB
LCB
also
proposes
the
ACB
Scheme
to
address
its
debt
obligations
to
redeem/repay
Bonds
and
ACB
SPV
Debts
issued
pursuant
to
the
GWRS.
The
LCB
Scheme
and
the
ACB
LCB
also
proposes
the
ACB
Scheme
to
address
its
debt
obligations
to
redeem/repay
the
ACB
Bonds
and
ACB
SPV Debts
issuedScheme
pursuant
to
the GWRS.
The
LCB Scheme
and
LCB
also
proposes
the
ACB
to
address
its debt
obligations
to redeem/repay
the ACB
Scheme
shall
collectively
be
referred
to
as
the
“CDRS”.
Additionally,
LCB
had
on
same
Bonds
and
ACB
SPV Debts
issued pursuant
to
the GWRS.
The
LCB Scheme
and
the
Scheme
shall
collectively
be
referred
to
as
the
“CDRS”.
Additionally,
LCB
had
on
the ACB
same
Bonds
and
ACB
SPV
Debts
issued
pursuant
to
the
GWRS.
The
LCB
Scheme
and
the
ACB
Scheme
shall
collectively
be
referred
to
as
the
“CDRS”.
Additionally,
LCB
had
on
same
Bonds
ACB
SPV
issued
tothe
the Additionally,
GWRS.
The LCB
LCB had
Scheme
and
the ACB
date
announced
the
Offer
which
is
conditional
upon
Scheme,
which
in
turn
is
interScheme
shalland
collectively
beDebts
referred
to aspursuant
the “CDRS”.
on the
same
date
announced
the
Offer
which
is
conditional
upon
the LCB
LCB
Scheme,
which
in
turn
is
interScheme
shallwith
collectively
be referred
to asThe
the
“CDRS”.
Additionally,
LCB
had
onhad
the
same
date
announced
the the
OfferACB
which
is referred
conditional
upon
LCB
Scheme,
which
in purposes
turn
ison
interScheme
shall
collectively
be
to as
the the
“CDRS”.
Additionally,
LCB
the
same
conditional
Scheme.
CDRS
was
completed
for
of
date
announced
the
Offer
which
is
conditional
upon
the
LCB
Scheme,
which
in
turn
is
interconditional
with
the
ACB
Scheme.
The
CDRS
was
completed
for
of
date
announced
the27
Offer
whichwhich
is conditional
the
LCB
Scheme,
which
in purposes
turninisturn
interconditional
with
the
ACB
Scheme.
The upon
CDRS
was
completed
forwhich
purposes
of
date
announced
the
Offer
is
conditional
upon
the
LCB
Scheme,
is
interimplementation
on
February
2009.
conditional with
theFebruary
ACB 2009.
Scheme. The CDRS was completed for purposes of
implementation
on
27
conditional
with
theFebruary
ACB
Scheme. The CDRS was completed for purposes of
implementation
on with
27
2009.
conditional
the ACB
implementation
on 27 February
2009. Scheme. The CDRS was completed for purposes of
implementation
on
27
February
2009.
on
27
February
2009.
On
66 implementation
February
2009,
the
Joint
Offerors,
through
AmInvestment
Bank,
served
the
Notice
on
On
February
2009,
the
Joint
Offerors,
through
AmInvestment
Bank,
served
the
Notice
on
On
6
February
2009,
the
Joint
Offerors,
through
AmInvestment
Bank,
served
the
Notice
on
the
of
ACB,
of
their
intention
to
undertake
the
conditional
voluntary
On
6Board
February
2009,notifying
the JointACB
Offerors,
through
AmInvestment
Bank,
served the Notice
on
the
Board
of
ACB,
notifying
ACB
of
their
intention
to
undertake
the
conditional
voluntary
On
6
February
2009,
the
Joint
Offerors,
through
AmInvestment
Bank,
served
the
Notice
on on
the
Board
of
ACB,
notifying
ACB
of
their
intention
to
undertake
the
conditional
voluntary
On
6
February
2009,
the
Joint
Offerors,
through
AmInvestment
Bank,
served
the
Notice
take-over
offer
to
acquire
the
Offer
Shares
at
the
Offer
Price.
A
copy
of
the
Notice
is
set
out
the
Board
of
ACB,
notifying
ACB
of
their
intention
to
undertake
the
conditional
voluntary
take-over
offer
to
acquire
the
Offer
Shares
at
the
Offer
Price.
A
copy
of
the
Notice
is
set
out
theAppendix
Board
of IACB,
notifying
ACB Shares
of their
intention
toPrice.
undertake
theyou
voluntary
take-over
offer
toofthe
acquire
theDocument.
Offer
the Offer
Aundertake
copy
ofconditional
the
Notice
is set voluntary
out
the Board
ACB,
notifying
ofat
their
intention
tosent
the
in
Offer
The
was
also
to
in
aaconditional
notification
to
take-over
offer
to the
acquire
theDocument.
Offer ACB
Shares
atNotice
the Offer
Price.
A copy
of the
Notice
is set out
in
Appendix
II of
of
Offer
The
Notice
was
also
sent
to
you
in
notification
to
take-over
offer
to
acquire
the
Offer
Shares
at
the
Offer
Price.
A
copy
of
the
Notice
is
set
out
in
Appendix
of
the
Offer
Document.
The
Notice
was
also
sent
to
you
in
a
notification
toset out
take-over
offer
to
acquire
the OfferThe
Shares
at the
Offer
Price.
Ayou
copyinofa the
Notice is
Holders
dated
13
February
2009.
in
Appendix
I
of
the
Offer
Document.
Notice
was
also
sent
to
notification
to
Holders
dated
13
February
2009.
in Appendix
I
of
the
Offer
Document.
The
Notice
was
also
sent
to
you
in
a
notification
to
Holders
dated
13
February
2009.
in
Appendix
I
of
the
Offer
Document.
The
Notice
was
also
sent
to
you
in
a
notification
to
Holders
dated
13
February
2009.
Holders
dated
13by
February
2009. a copy of the Offer Document dated 27 February 2009
You
should
also
have
now
received
You
should
also
have
by
aa copy
of
Document
dated
2009
You
should
alsothe
have
by now
now received
received
copy
of the
the Offer
Offer
Document
dated 27
27 February
February
2009
which
sets
out
background,
terms
of
the
Offer
well
as
the
procedures
acceptances
You
should
alsothe
have
by now received
a copy
of theas
Offer
Document
dated 27for
February
2009
which
sets
out
background,
terms
of
the
Offer
as
well
as
the
procedures
for
acceptances
You
should
also
have
by
now
received
a
copy
of
the
Offer
Document
dated
27
February
2009 2009
which
sets
out
the
background,
terms
of
the
Offer
as
well
as
the
procedures
for
acceptances
You
should
also
have
by
now
received
a
copy
of
the
Offer
Document
dated
27
February
and
method
of
settlement
of
the
Offer.
which
sets
out
the
background,
terms
of
the
Offer
as
well
as
the
procedures
for
acceptances
and
method
of
settlement
of
the
Offer.
which
sets out
the
terms of the Offer as well as the procedures for acceptances
and
method
of
settlement
of the Offer.
which
sets
outbackground,
the background,
and method
of
settlement
of the Offer.terms of the Offer as well as the procedures for acceptances
and
method
of
settlement
of
the
Offer.
and method
of settlement
of Code,
the Offer.
1.2
Pursuant
to Section
15
of
the
the
Board of
ACB
had
appointed MIMB
as
the
1.2
Pursuant
Section
15
of
the
the
of
ACB
had
MIMB
as
the
1.2
Pursuant to
to Adviser
Section to
15 the
of Holders
the Code,
Code,
the Board
Board
of Offer
ACB on
had12 appointed
appointed
MIMB
as had
the
Independent
in
relation
to
the
May
2008.
The
SC
1.2
Pursuant to Adviser
Section to
15 the
of Holders
the Code,
the Board
of Offer
ACB on
had12 appointed
MIMB
as had
the
Independent
in
relation
to
the
May
2008.
The
SC
1.2 1.2Independent
Pursuant
to
Section
15
of
the
Code,
the
Board
of
ACB
had
appointed
MIMB
as
theas the
Adviser
to
the
Holders
in
relation
to
the
Offer
on
12
May
2008.
The
SC
had
Pursuant
toappointment
Section
15
ofMIMB
thein Code,
theto
Board
of 23
ACB
had appointed
MIMB
consented
to
the
of
vide
its
letter
dated
February
2009.
On
5
March
Independent
Adviser
to
the
Holders
relation
the
Offer
on
12
May
2008.
The
SC
had
consented
to
the
appointment
of
MIMB
vide
its
letter
dated
23
February
2009.
On
5
March
Independent
Adviser
to
the
Holders
in
relation
to
the
Offer
on
12
May
2008.
The
SC
had
consented
to the
appointment
of
vide
its
letterof
dated
February
Ondisclosure
5 The
March
Independent
Adviser
toconsent
theMIMB
Holders
indespatch
relation
to
the 23
Offer
on 12 2009.
May
2008.
SC had
2009,
the
SC
had
given
its
to
the
this
IAC
pursuant
to
the
consented
to the
appointment
of
MIMB
vide
its
letterof
dated
23
February
2009.
Ondisclosure
5 March
2009,
the
SC
had
given
its
consent
to
the
despatch
this
IAC
pursuant
to
the
consented
to
the
appointment
of
MIMB
vide
its
letter
dated
23
February
2009.
On
5
March
2009,
the
SC
had
given
its
consent
to
the
despatch
of
this
IAC
pursuant
to
the
disclosure
consented
to
the
appointment
of
MIMB
vide
its
letter
dated
23
February
2009.
On
5
March
requirements
the
Code.
consent
of
the
SC
for
of
this
does
not
2009,
the SC of
had
given
its The
consent
to the
despatch
of the
this despatch
IAC pursuant
to IAC
the disclosure
requirements
of
the
Code.
The
consent
of
the
SC
for
the
despatch
of
this
IAC
does
not
2009,
the
SC
had
given
its
consent
to
the
despatch
of
this
IAC
pursuant
to
the
disclosure
requirements
of
the
Code.
The
consent
of
the
SC
for
the
despatch
of
this
IAC
does
not
2009,
the
had
given
itsconsent
consent
the
despatch
this IACofpursuant
tocontained
the disclosure
imply
that
the
SC
concurs
with
the
views
and
recommendation
MIMB
requirements
of SC
the
Code.
The
oftothe
SC
for theofdespatch
IAC
does
not
imply
that
the
SC
concurs
with
the
views
recommendation
of this
MIMB
contained
requirements
of the
The
consent
ofprepared
theand
for
the
of
this
does
imply
that
the
SC
concurs
with
the
views
and
recommendation
MIMB
requirements
ofCode.
the
Code.
The
consent
ofSC
the
SCcompliance
fordespatch
the despatch
ofIAC
thiscontained
IAC not
does
not
herein
but
only
that
this
IAC
has
been
in
with
the
provisions
of
imply
that
the
SC
concurs
with
the
views
and
recommendation
of
MIMB
contained
herein
but
that
this
IAC
has
been
prepared
in
with
the
provisions
of
imply
that
the
SC
concurs
with
the
views
and recommendation
of MIMB
contained
herein
but only
only
that
this concurs
IAC
haswith
been
prepared
in compliance
compliance
with
the
provisions
of
imply
that
the
SC
the
views
and
recommendation
of
MIMB
contained
the
Code.
herein
but only that this IAC has been prepared in compliance with the provisions of
the
Code.
herein
but only
prepared
in compliance
with the
of of
the
Code.
herein
but that
only this
thatIAC
this has
IACbeen
has been
prepared
in compliance
withprovisions
the provisions
the Code.
the Code.
the Code.
66
6
6
6
6
The purpose of this IAL is to provide the Holders with relevant information on the Offer and
our independent evaluation of the terms and conditions of the Offer together with our
recommendation thereon, subject to the scope of our role and evaluation specified herein.
Our IAL is solely for the use of the Holders for the purpose of considering the Offer and
should not be used or relied upon by any other party.
1.3
We advise the Holders to read this IAC carefully together with the Offer Document and
consider carefully the recommendation contained herein before taking any action. This
IAC does not constitute the Offer or any part thereof. If you have any doubt as to what
course of action you should take in relation to the Offer, please consult an appropriate
independent professional adviser immediately.
2.
The principal terms of the Offer, as extracted from the Offer Document, are reproduced as
follows:(i)
Offer Price
implied offer price for each Offer Share is RM0.01 calculated based on the exchange
In the event ACB declares, makes or pays any dividend and/or other distributions
after the date of the Offer Document but prior to the close of the Offer which the
Joint Offerors are not entitled to retain, the consideration for each Offer Share shall
be reduced by the quantum of the net dividend and/or other distributions declared,
made or paid.
Any fractional entitlements arising from the Offer will be disregarded and shall be
dealt with in such manner as the Joint Offerors may in their sole and absolute
discretion deem expedient or to be in the best interest of the Joint Offerors.
Holders of the Offer Shares may accept the Offer in respect of all or part of their
Offer Shares.
I of the Notice.
(ii)
Conditions of the Offer
The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian
time) on or before the Closing Date, valid acceptances (provided that they are not,
where permitted, withdrawn), which would result in the Joint Offerors holding in
aggregate, together with such ACB Shares that are already acquired, held or entitled
to be acquired or held by the Joint Offerors, more than 50% of the voting shares of
ACB, failing which the Offer shall lapse and the Offer will cease to be capable of
further acceptance and that the Accepting Holder and the Joint Offerors will
thereafter cease to be bound by any prior acceptances of the Offer.
7
(iii)
Duration of the Offer
The Offer will remain open for acceptances for twenty-one (21) days from the date of
the Offer Document, until 20 March 2009, unless extended or revised as may be
decided by the Joint Offerors and announced in accordance with the Code.
Where the Offer has become or is declared unconditional as to acceptances of the
Offer on any day before the forty-sixth (46th) day from the Posting Date, the Offer
will remain open for acceptances for not less than fourteen (14) days from the date on
which the Offer becomes and is declared unconditional which shall, in any event, be
not later than the sixtieth (60th) day from the Posting Date.
Where the Offer has become or is declared unconditional as to acceptances on any
day after the forty-sixth (46th) day from the Posting Date, the Offer will remain open
for acceptances for not less than fourteen (14) days from the date on which the Offer
seventy-fourth (74th) day from the Posting Date.
(Malaysian time) on the sixtieth (60th) day from the Posting Date.
(iv)
Method of Settlement
Subject to the Offer having become or having been declared wholly unconditional as
to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit
the LCB B Warrants into the CDS account of the Accepting Holders within twentyone (21) days from the Closing Date of the Offer in respect of acceptances which are
received and are complete in all respects by that date.
Further information on the salient terms of the Offer is set out in Appendix IV of this
IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the
Offer Document.
3.
As at LPD, the Joint Offerors have not received any irrevocable undertaking from any of the
Holders to accept the Offer.
To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware
of any other acceptance of the Offer or any other irrevocable undertaking given to accept the
Offer by any Holder.
[The rest of this page has been intentionally left blank]
8
4.
LIMITATIONS
4.1
Our scope as Independent Adviser is limited to expressing a recommendation on the Offer,
subject to the other limitations expressed herein, based on and in reliance upon the
information, confirmations, representations and documents provided to us by ACB and as
contained in the Offer Document, as well as other publicly available information for which
we have not independently verified.
4.2
We have also obtained written confirmation from the Board of ACB that:-
4.3
(a)
the contents of this IAL have been reviewed, considered and approved by the Directors
of ACB and they individually and collectively and individually accept full responsibility
for the accuracy of the information provided by ACB in this IAL.
(b)
the Board of ACB also confirms that it has taken all reasonable care to ensure that the
information provided by ACB in this IAL, is fair and accurate and that there are no
facts, the omission of which would make any statement or information herein
misleading in any material respect.
(c)
all material facts and information required for the purpose of our evaluation of the
Offer have indeed been disclosed to us by ACB, as requested and that there are no
facts or information, the omission of which would make any such information or
representation supplied to us misleading in any material respect.
We have evaluated the Offer and in rendering our recommendation or views, we have only
taken into consideration pertinent matters which we believe are of general importance to the
assessment of the implications of the Offer and would be of relevance and general concern to
the Holders as a whole. As such, our advice as contained in this IAL is addressed to the
Holders at large and not to any particular individual Holder.
Accordingly, in providing this advice, we have not given any regard to the specific
investment objectives, financial objectives, financial situation and particular needs of any
individual Holder or any specific group of Holders who may require advice in the context of
their individual investment objectives.
We recommend that any individual Holder who requires specific advice within the context of
their individual objectives, financial situation and particular needs to consult their
stockbroker, bank manager, solicitor, accountant or other professional advisers.
4.4
In our assessment and evaluation of the Offer, we have taken into consideration the following
factors in forming our opinion:(i)
Rationale for the Offer;
(ii)
Future Plans for the ACB Group;
(iii)
Financial Evaluation of the Offer;
(iv)
Industry Overview and Prospects of the ACB Group and the LCB Group; and
(v)
Implications on the Acceptance or Rejection of the Offer.
9
5.
RATIONALE OF THE OFFER
We have considered the rationale for the Offer as disclosed in Section 3 of the Offer
Document, which is extracted as follows:“The ACB Group is implementing the Proposed ACB Scheme to address its debt obligations to
redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary,
ACB SPV, pursuant to the GWRS. Simultaneously, the LCB Group is also implementing the Proposed
LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts
issued by LCB pursuant to the GWRS. The Proposed ACB Scheme and the Proposed LCB Scheme is
expected to be completed by end February 2009.
The Offer is undertaken to provide an avenue for the Holders to realise their investments in ACB
(which was delisted on 11 October 2007) by way of exchanging their shareholdings in ACB for the
LCB B Warrants proposed to be listed on the Main Board of Bursa Securities.”
MIMB’s Commentary:5.1
ACB in Shareholders’ Fund Deficit Position
We wish to recap on the financial condition of the ACB Group for the past four (4) financial
years up to 30 June 2008 as follows:-
Note:(i)
The revenue for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude discontinued
operations of RM121 million and RM118 million respectively.
(ii) The PAT/(LAT) for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude loss on discontinued
operations of RM81 million and RM28 million respectively.
Source: ACB Scheme Circular
The financial performance of the ACB Group has deteriorated significantly over the last four
(4) financial years. Particularly, for the FYE 30 June 2008, ACB has registered an audited
loss after tax of RM42 million while its audited shareholders’ funds had declined to RM1
million or approximately 0.07 sen per ACB Share.
10
Given the weak financial standing of ACB, the ACB Scheme was recently implemented to
allow ACB to continue as a going concern and address its debt obligations. The ACB Scheme
was also intended to raise cash for the redemption and/or repayment of ACB’s debt
obligations, which are mainly in the form of ACB Bonds and ACB SPV Debts. As part of the
ACB Scheme, ACB has successfully negotiated with its lenders to revise certain terms and
conditions of its debt obligations, which would allow ACB and ACB SPV to meet their debt
redemption/repayment schedule on a timely manner.
Holders should note that upon completion of the ACB Scheme, ACB’s shareholders’ funds
are negatively impacted resulting from the realisation of certain losses arising from the
Disposal of LCB Class B(b) Bonds and Disposal of Property Holding Companies.
The proforma effects of the ACB Scheme on the consolidated shareholders’ funds of ACB, as
extracted from ACB Scheme Circular, are as follows:Audited as at
30 June 2008
RM’000
1,331,175
Proforma I
RM’000
1,331,175
Proforma II
RM’000
1,331,175
Proforma III
RM’000
1,331,175
Proforma IV
RM’000
1,331,175
230,188
230,188
230,188
230,188
230,188
(1,560,374)
(1,495,049)
(1,605,532)
(1,688,341)
(1,643,764)
Shareholders’ funds
989
66,314
(44,169)
(126,978)
(82,401)
NA(NL) per share
(sen)
0.07
4.98
(3.32)
(9.54)
(6.19)
Total Borrowings
2,677,069
2,779,834
2,216,340
1,432,310
1,273,127
2,707
42
N/A
N/A
N/A
Share Capital
Share Premium
Reserves
Gearing (times)
Source: ACB Scheme Circular
Notes:Proforma I
:
Adjusted present value to 28/02/2009
Proforma II
:
After Proforma I and Disposal of LCB Class B(b) Bonds
Proforma III
:
After II and Disposal of Property Holding Companies
Proforma IV
:
After III and LCB Class B(a) and B(b) RCSLS Conversion
The Disposal of LCB Class B(b) Bonds, Disposal of Property Holdings Companies and LCB Class B(a) and B(b)
RCSLS Conversion are components of the ACB Scheme
As shown in the table above, whilst the ACB Group’s borrowings would be reduced from
RM2.677 billion to RM1.273 billion, the proforma shareholders’ funds of ACB as at 30 June
2008, assuming that the effects of the ACB Scheme is fully incorporated, would be in a
deficit position of RM82.4 million. The proforma consolidated shareholders’ funds of ACB
would decline from 0.07 sen to a deficit position of 6.19 sen per share.
Essentially, should ACB be wound-up, ACB’s total asset value, comprising mainly LCB
Class B(b) Bonds and LCB Class B(b) RCSLS would not be sufficient to meet its total
debt obligation. Accordingly, ACB shareholders would not be able to recover their
investments in ACB due to the deficit shareholders’ funds position.
11
11
5.2
ACB’s Inability to Pay Dividends
We note that the ACB Group’s proforma debt obligations as at 30 June 2008 after the full
implementation of the ACB Scheme stood at RM1,273.1 million.
Pursuant to the ACB Scheme, the lenders of ACB have agreed to revise the terms of the ACB
Bonds/SPV Debts and ACB Debts (save for the ACB Class C Bonds/Debts) to reflect lower
yield to maturity and/or longer maturity period, as follows:Before
Revised Terms
ACB A (1) Bonds
ACB A (2) Bonds
ACB (1) SPV Debts
ACB (2) SPV Debts
Maturity Date:
31 December 2007
Maturity Date :
31 December 2011
ACB B(a) Bonds
ACB B(b) Bonds
ACB B SPV Debts – TI
ACB B SPV Debts – TII
YTM: 4.00% - 7.75%.
Maturity Date:
31 December 2010
YTM: reduced by 0.75%
Maturity Date:
31 December 2014
ACB A (1) Debts
ACB A (2) Debts
Maturity Date:
31 December 2007
Maturity Date:
31 December 2011
ACB B Debts
YTM: 4.25%.
Maturity Date:
31 December 2010
YTM: Reduced by 0.75%
Maturity Date:
31 December 2014
Following the Disposal of Property Holding Companies, the ACB Group’s income source
will only be from its remaining investments in LCB Class B(b) Bonds and LCB Class B(b)
RCSLS held by ACB after the completion of the ACB Scheme.
In view of the sizable debts owing by ACB to its lenders, it is unlikely that ACB will be able
to declare any dividends to the shareholders of ACB until and unless it is able to fully
redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its whollyowned subsidiary, ACB SPV.
In any case, upon the maturity of the LCB Class B(b) Bonds and LCB Class B(b) RCSLS in
2020 and 2015 respectively, ACB shall cease to have any more core assets and income
source.
5.3
ACB Shares have Minimal Marketable Value
ACB Shares has been delisted from the Official List of Bursa Securities since 11 October
2007, after a prolonged suspension on the trading of ACB Shares since 16 February 2007.
Hence, the Holders have been deprived of an avenue to realise their investments in the open
market since early 2007.
Whilst there is no certainty of the market value of the LCB B Warrants upon listing of such
warrants on Bursa Securities, the Offer essentially provides the Holders with an immediate
opportunity to convert their investment in ACB into a marketable convertible security, in the
form of LCB B Warrants.
With the present financial condition of ACB, even if the Offer is unsuccessful, it would
be unlikely that ACB would be able to seek a re-listing on Bursa Securities.
12
12
5.4
The Offer is not a Mandatory Obligation
It is pertinent to understand that the present Offer made by the Joint Offerors does not arise
from a mandatory obligation to extend an offer to all shareholders of ACB as a consequence
of the ACB Scheme. The Offer constitutes a voluntary take-over offer by the Joint Offerors
to provide an avenue to the Holders to realise their investments in ACB by exchanging their
shares in ACB for LCB B Warrants.
Apart from this Offer, there is presently no other competing offers by any other parties. After
this Offer, there is no assurance that the Joint Offerors (or any other parties) would extend a
new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other
parties).
Holders of ACB Shares should therefore consider this Offer carefully as an opportunity
to exit your investments in ACB, which would otherwise continue to be an illiquid stock
as ACB is no longer a listed entity.
6.
FUTURE PLANS FOR THE ACB GROUP
6.1
Listing Status of ACB
The ACB Shares were delisted from the Main Board of Bursa Securities on 11
October 2007. The Joint Offerors have stated in the Offer Document that they do not
intend to seek a re-listing of ACB Shares on Bursa Securities.
6.2
The Joint Offerors’ plans for the ACB Group
We have taken cognizance of the intentions of the Joint Offerors for the ACB Group,
as detailed in Section 6 of the Offer Document and extracted as follows:-.
(a)
Continuation of the ACB Group’s Business and Major Changes to the
ACB Group’s Business
The Joint Offerors have no intention to liquidate ACB and they have no
intention to make any major changes to the structure of the ACB Group
within six (6) months from the date of this Offer Document. However,
pursuant to the Proposed ACB Scheme undertaken to address the debt
obligation of the ACB Group, the ACB Group proposes, inter-alia, the
following:(a)
Proposed Disposal of Property Holding Companies; and
(b)
Proposed Divestment of the Other Assets.
Subsequent to the above-mentioned Proposed Disposal of Property Holding
Companies and Proposed Divestment of the Other Assets, ACB’s principal
activities will eventually no longer be in property development and
management and its core assets will be investment in the LCB Class B(b)
Bonds and LCB Class B(b) RCSLS. These investments are and will be
charged to its lenders and the proceeds from the redemption are earmarked
for the redemption/repayment of the ACB Bonds/ACB SPV Debts.
13
13
Within six (6) months from the date of this Offer Document, LCB may
review the business and operations of the ACB Group and carry out
reorganisations of the ACB Group where necessary. Other disposals or redeployment of the ACB Group’s remaining assets after the Proposed ACB
Scheme may be undertaken to rationalise business activities and/or direction
or to improve the utilisation of resources.
(b)
Employees of the ACB Group
Within six (6) months from the date of this Offer Document, the Joint
Offerors do not intend to dismiss or make redundant the employees of the
ACB Group as a direct consequence of the Offer. However, it should be
noted that some changes in staff employment and/or re-deployment may take
place as a result of any rationalisation of business activities and/or direction,
or to further improve the efficiency of operations and optimise staff
productivity.
As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have
no knowledge of and have not entered into any negotiations or arrangements or
understanding whatsoever with any third party with regards to any change in the
ACB’s businesses, assets or equity structure.
MIMB’s Commentary
Based on the Joint Offerors’ statement on the future plans for the ACB Group, we take note
that there is no intention to liquidate ACB or make changes to the structure of the ACB
Group.
As such, Holders who reject the Offer and remain as ACB Shareholders should note that
there is no immediate risk of ACB being liquidated, which would have resulted in no
recovery of your investments in ACB Shares, in view of the fact that the shareholders’ funds
of ACB is in a deficit position.
Whilst there is the possibility that the Joint Offerors may review the business and operations
of the ACB Group and carry out reorganisations of the ACB Group, the Joint Offerors have
only indicated that the reorganisations would involve the disposals or re-deployment of
ACB’s remaining assets. No concrete plans for the redeployment of assets have been
proposed by the Joint Offerors at this juncture.
It is also not apparent that the Joint Offerors have any intention to introduce new business(es)
into ACB in order for it to return to profitability.
Accordingly, Holders who choose to reject the Offer and remain as ACB Shareholders
after the completion of this Offer should not expect any immediate improvement in the
financial position of ACB.
14
14
7.
FINANCIAL EVALUATION OF THE OFFER
In evaluating the reasonableness of the Offer Price for the Offer Shares, we have considered
the following factors:-
7.1
(i)
Price to Book Ratio (“PBR”) and Price to Earnings Ratio (“PER”) analysis of the
Offer Price;
(ii)
Basis of Determining the Issue Price of the LCB B Warrants;
(iii)
Basis of Arriving at the Exercise Price of the LCB B Warrants;
(iv)
Principal Terms of the LCB B Warrants; and
(v)
Evaluation of Prospects of LCB.
PBR and PER analysis of the Offer Price
(i)
PBR Analysis
We refer to the financial consideration of the implied offer price of RM0.01 per Offer
Share, detailed in Section 5 of the Offer Document, of which we have reproduced
and analysed as follows:Premium Based on
Par Value 1
Audited consolidated NA per
share as at 30 June 2008
Proforma consolidated NL as at
30 June 2008 2
NA/(NL)
per ACB
Share
(Sen)
Implied
Offer
Price per
ACB Share1
(Sen)
0.07
1.00
0.93
>100
13.46
(6.19)
1.00
7.19
>100
N/A
Premium of the
implied Offer Price
over the NA per
share
(Sen)
(%)
PBR
(times)
Source: Offer Document & ACB Scheme Circular
Note:1.
The implied Offer Price is computed based on the issue price of LCB B Warrants of RM0.10 each
and the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares.
2.
Based on the proforma effects of the ACB Scheme as extracted from the ACB Scheme Circular
assuming all proposals within the ACB Scheme are effected as at 30 June 2008.
Based on the above, we note that the implied Offer Price of RM0.01 per Offer Share
represents a premium of 0.93 sen or at a PBR of 13.46 times over the consolidated
NA of ACB of 0.07 sen per share as at 30 June 2008.
The implied Offer Price of RM0.01 per Offer Share also represents a significant
premium over the proforma consolidated shareholders’ NL of ACB as at 30 June
2008 of 6.19 sen per share.
(ii)
PER Analysis
As ACB is currently in a loss making position, a price to earnings analysis on the
implied Offer Price would not be appropriate.
15
15
7.2
Basis of determining the Issue Price of the LCB B Warrants
As mentioned in the LCB Scheme Circular, the issue price of RM0.10 per LCB B Warrant
represents a discount of 16 sen to the estimated fair value of LCB B Warrants of RM0.26
(which was arrived at based on the option pricing model computed by LCB based on the 5day WAMP of LCB Shares up to 20 May 2008, being the latest practicable market day prior
to the date of the announcement dated 21 May 2008 of RM0.811).
However, as at the date of the Notice, the closing price of LCB Share was RM0.205. As such,
the estimated fair value of the LCB B Warrants would potentially be lower than what was
previously determined by LCB.
We also take cognizance that all the terms and conditions of the LCB B Warrants (including
the issue price of RM0.10 per warrant) are the same as those of the LCB A Warrants which
are being offered to existing shareholders of LCB pursuant to the Proposed Rights Issue of
Warrants.
Pursuant to LCB’s Proposed Rights Issue of Warrants, LCB has procured written
commitment from TSWC to subscribe for or procure the subscription by persons connected to
him for the LCB A Warrants amounting to 124.0 million or 48.9% of the total LCB A
Warrants to be issued, at RM0.10 per LCB A Warrant. This would mean that shareholders of
LCB will be paying the same price for the warrants in LCB as the implied price offered to the
Holders.
Notwithstanding the above, Holders should note that there is no assurance that the LCB B
Warrants will trade at or above its issue price of RM0.10 each as there is no prior market for
the trading of the LCB B Warrants since they are not issued yet.
16
16
7.3
Basis of arriving at the Exercise Price of the LCB B Warrants
As mentioned in the LCB Scheme Circular, the exercise price of the LCB B Warrants was
arrived at after taking into consideration the 5-day WAMP up to and including 20 May 2008,
being the last practicable market day prior to the date of the announcement of the LCB
Scheme dated 21 May 2008 of RM0.81 subject to the minimum issue price of RM1.00 par.
At RM1.00, the exercise price of the LCB B Warrants is at an effective premium of 19 sen to
the WAMP of LCB Shares on the date prior to the announcement of the LCB Scheme.
However, as at 6 February 2009 (being the date of the Notice) LCB Share price had closed at
RM0.205 per share. As such, at RM1.00 the exercise price of the LCB B Warrants would be
at an effective premium of 79.5 sen over the closing LCB Shares price as at the date of the
Notice.
In view of the vagaries of the trading prices of LCB Shares, we have considered the price
movement of LCB Shares for the past five (5) years up to 6 February 2009 being the date of
the Notice, as follows:-
Source: Bloomberg
For the past five (5) years prior to the Notice of the Offer, the prices of LCB Shares have
traded at a range between RM0.19 per share to RM1.89 per share, while the average closing
price was at RM0.735 per share.
Since mid-2008, LCB Share prices have been affected, in tandem with the direction of
Malaysian equity market, largely due to the global economic slowdown.
Nonetheless, in view of the long term historical trading prices of LCB Shares, it is probable
that LCB Share price could rebound from its current levels, in line with an up-turn in the steel
sector and a recovery in the global economy in general.
17
17
7.4
Principal Terms of the LCB B Warrants
A summary of the salient features of the LCB B Warrants and our commentary on the said
features are tabled below.
Features
Commentary
Number
Up to 79,780,007 LCB B
Warrants to be issued
Assuming full acceptance of the Offer by the Holders and full
conversion of the LCB RCSLS, LCB A Warrants and LCB B
Warrants to LCB Shares, the LCB Shares arising from the
conversion of the LCB B Warrants would represent
approximately 3.03% of the proforma issued and paid up share
capital of LCB comprising 2.636 billion shares.
Issue Price
RM0.10 per LCB B
Warrant
Based on the Offer Document, we note that the issue price of
RM0.10 per LCB B Warrant represents a discount of 16 sen to
the estimated fair value of LCB B Warrants of 26 sen (which
was arrived at based on the option pricing model computed by
LCB based on the 5 day WAMP of LCB Shares up to 20 May
2008, being the latest practicable market day prior to the date of
the announcement dated 21 May 2008 of RM0.811).
Please refer to Section 7.2 of this IAL for further comments.
Exercise Price
RM1.00 per LCB Share
The exercise price of the LCB B Warrants of RM1.00 each is
higher than the 5-day WAMP up to and including 20 May 2008,
being the last practicable market day prior to the date of the
announcement of the LCB Scheme dated 21 May 2008 of
RM0.81 per share.
The closing price of LCB Shares on 6 February 2009 (being the
date of the Notice) was RM0.205 per share
RM1.00 is the minimum permissible issue price of LCB Shares,
as prescribed under the Act, given that the nominal par value of
LCB Shares is RM1.00 each. Please refer to Section 7.3 of this
IAL for further comments.
Expiry Date
Ten (10) years from date of
issue
The expiry date of the LCB B Warrants of ten (10) years from
date of issue is at the maximum permissible tenure, as
prescribed under Section 68 of the Act.
We view that the tenure of the LCB B Warrants of 10 years is
sufficiently long enough for the ACB shareholders to have an
opportunity to realise their LCB B Warrants in the future at a
profit vis-à-vis the issue price.
Please refer to Section 7.3 of this IAL for the historical share
price movements of LCB Shares.
Source: Notice dated 6 February 2009. For further details on the salient terms and conditions of the LCB B
Warrants, please refer to Appendix I of the Offer Document.
18
18
7.5
7.5
7.5
Evaluation
of the
Prospects of
LCB
Evaluation
Evaluation of
of the
the Prospects
Prospects of
of LCB
LCB
In
view
that
the Accepting
Holders
will
be participating
in
the businesses
of
LCB, we
have
In
view
that
Accepting
Holders
will
participating
in
businesses
of
we
have
In
view
thatofthe
the
Accepting
Holders
will be
be
participating
in the
the
businesses
of LCB,
LCB,
we
have
taken
note
the
historical
performance
of
LCB
in
the
last
four
(4)
financial
years
and
the
taken
note
of
the
historical
performance
of
LCB
in
the
last
four
(4)
financial
years
and
the
taken
note
of
the
historical
performance
of
LCB
in
the
last
four
(4)
financial
years
and
the
unaudited
results
for
the
six
(6)
months
period
ended
31
December
2008,
as
detailed
in
the
unaudited
results
for
the
six
(6)
months
period
ended
31
December
2008,
as
detailed
in
the
unaudited
results
for
the
six
(6)
months
period
ended
31
December
2008,
as
detailed
in
the
following
charts:following
charts:following charts:-
** Unaudited
** Unaudited
Unaudited
Unaudited
Source:
ACB Scheme
Circular
Source:
Source: ACB
ACB Scheme
Scheme Circular
Circular
Source:
ACB
Scheme
Circular
Based
on
the
above,
we
note
that the
revenue
of the
LCB
Group
has
been
on
an
uptrend up
Based
on
the
above,
we
note
revenue
LCB
Group
has
been
on
an
up
Based
on30
theJune
above,
we However,
note that
that the
the
revenue of
ofofthe
the
LCB
Group
hashas
been
onrather
an uptrend
uptrend
up
till
FYE
2008.
profitability
the
LCB
Group
been
volatile,
till
FYE
30
June
2008.
However,
profitability
of
the
LCB
Group
has
been
rather
volatile,
till
FYE
30
June
2008.
However,
profitability
of
the
LCB
Group
has
been
rather
volatile,
reflecting
the
vagaries
of
the
steel sector
over the
past 44 financial
years and
in the
first 66
reflecting
the
vagaries
of
the
reflecting
the
vagaries
of
the steel
steel sector
sector over
over the
the past
past 4 financial
financial years
years and
and in
in the
the first
first 6
months
of
FYE
30
June
2009.
months
months of
of FYE
FYE 30
30 June
June 2009.
2009.
A
comparison
of the
proforma financial
position of
the LCB
Group and
ACB Group
is as
A
comparison
A
comparison of
of the
the proforma
proforma financial
financial position
position of
of the
the LCB
LCB Group
Group and
and ACB
ACB Group
Group is
is as
as
follows:follows:follows:-
Share
Capital
Share
Capital
Share
Share Capital
Capital
Share
Premium
Share
Premium
Share
Share Premium
Premium
Reserves
Reserves
Reserves
Reserves
Shareholders’
funds
Shareholders’
funds
Shareholders’
Shareholders’ funds
funds
Total
Borrowings
Total
Borrowings
Total
Borrowings
Total Borrowings
Gearing
Gearing
Gearing
Gearing
1
1
Proforma
LCB
Group
1
Proforma
LCB
Group
Proforma
LCB
Group
Proforma
LCB Group 1
RM’000
RM’000
RM’000
RM’000
1,900,073
1,900,073
1,900,073
1,900,073
97,630
97,630
97,630
97,630
(631,731)
(631,731)
(631,731)
(631,731)
1,365,972
1,365,972
1,365,972
1,365,972
3,439,064
3,439,064
3,439,064
3,439,064
2.52
2.52
2.52
2.52
2
2
Proforma
ACB
Group
2
Proforma
ACB
Group
Proforma
ACB
Group
Proforma
ACB Group 2
RM’000
RM’000
RM’000
RM’000
1,331,175
1,331,175
1,331,175
1,331,175
230,188
230,188
230,188
230,188
(1,643,764)
(1,643,764)
(1,643,764)
(1,643,764)
(82,401)
(82,401)
(82,401)
(82,401)
1,273,127
1,273,127
1,273,127
1,273,127
N/A
N/A
N/A
N/A
Notes:
Notes:
Notes:
Notes:
(1)
After
completion
the
LCB
the
Proposed
Issue
Warrants
and
the
but
to
(1)
After the
the
completion of
of
the
LCB Scheme,
Scheme,
the
Proposed Rights
Rights
Issue of
of
Warrants
and
the Offer,
Offer,
but prior
prior
to
(1)
the
of
the
Scheme,
the
Rights
of
Warrants
and
Offer,
prior
(1) After
After
the completion
completion
of RCSLS
the LCB
LCBand
Scheme,
theofProposed
Proposed
Rights Issue
Issue
of
Warrants
and the
the
Offer, but
but
prior to
to
the
Conversion
of
LCB
Exercise
LCB
A
Warrants
and
LCB
B
Warrants
assuming
outstanding
the
Conversion
of
LCB
RCSLS
and
Exercise
of
LCB
A
Warrants
and
LCB
B
Warrants
assuming
outstanding
the
of
LCB
the Conversion
Conversion
ofexercised.
LCB RCSLS
RCSLS and
and Exercise
Exercise of
of LCB
LCB A
A Warrants
Warrants and
and LCB
LCB B
B Warrants
Warrants assuming
assuming outstanding
outstanding
LCB
ESOS
is
not
LCB
ESOS
is
not
exercised.
LCB
ESOS
is
LCB
ESOS
is not
not exercised.
exercised.
(2)
After
the
completion
of the
ACB Scheme.
(2)
After
the
completion
(2) After
After the
the completion
completion of
of the
the ACB
ACB Scheme.
Scheme.
(2)
of
the
ACB
Scheme.
Please
refer
to LCB
Scheme
Circular
and
ACB
Scheme
Source:
LCB
Scheme
Circular
and
ACB
Scheme Circular.
Please
refer
Scheme
Circular
and
ACB
Scheme
Source:
LCB
Scheme
Circular
and
ACB
Circular.
Please
refer to
to LCB
LCB
Scheme
Circularand
andACB
ACBScheme,
Scheme
Source:
LCB
Schemedetails
Circular
and
ACB Scheme
Scheme
Circular.
Please
refer
to
LCB
Scheme
Circular
and
ACB
Scheme
Source:
LCB
Scheme
Circular
and
ACB
Scheme
Circular.
Circular
for
further
of
the
financial
position
after
the
completion
of
the
LCB
Scheme
Circular
for
further
details
of
the
financial
position
after
the
completion
of
the
LCB
Scheme
and
ACB
Scheme,
Circular
for
further
details
of
the
financial
position
after
the
completion
of
the
LCB
Scheme
and
ACB
Scheme,
Circular for further details of the financial position after the completion of the LCB Scheme and ACB Scheme,
respectively.
respectively.
respectively.
respectively.
19
19
19
19
19
As the remaining core assets of ACB after the completion of the ACB Scheme mainly
comprises LCB Class B(b) Bonds and LCB Class B(b) RCSLS, the financial position of
ACB would largely depend on LCB’s ability to turnaround itself and achieve sustainability
and growth in earnings. The LCB Scheme, which has substantially addressed the debt
obligations of the LCB Group, would put LCB in a better financial footing to weather the
current downtrend of the global economy and uncertainty surrounding the domestic economy
and the steel sector.
Further, Accepting Holders would still have the opportunity to enjoy any potential capital
value upside through LCB’s direct equity exposure to the steel industry, as opposed to the
ACB Group, whose exposure is indirect via its investments in LCB Class B(b) Bonds and
LCB Class B(b) RCSLS. Any cash flow from ACB’s investment in LCB Class B(b) Bonds
and LCB Class B(b) RCSLS will be utilised towards repayment of the ACB Lenders.
In summary, by accepting the Offer, Holders can migrate their investments from ACB
to LCB, which is in a relatively better financial position after the completion of the LCB
Scheme.
20
20
8.
INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUP AND THE LCB
GROUP
Pursuant to the ACB Scheme, ACB will hold LCB Class B(b) Bonds and LCB Class B(b)
RCSLS. The income arising from these investments are directly linked to the financial
performance and prospects of LCB. Furthermore, Accepting Holders would be entitled to
LCB B Warrants, of which the theoretical and market value are indirectly linked to the
prospects of LCB.
At present, LCB’s main profit contributor is the steel division. Accordingly, Holders should
give due consideration to the outlook of the Malaysian economy, steel industry and the
construction sector.
8.1
The Malaysian Economy
Growth of the Malaysian economy slowed to 0.1% (3Q 08: 4.7%) in the fourth quarter of
2008 as global economic conditions worsened significantly. Growth was affected by the
sharply weaker external demand that has resulted in a further decline in net real exports of
goods and services by 40.1% (3Q 08: - 14.8%). Nevertheless, domestic demand continued to
provide support to growth, driven mainly by private consumption and public spending. For
the year as a whole, the Malaysian economy expanded by 4.6% (2007: 6.3%).
Chart: GDP at Current and Constant Prices (RM Million) and Annual Growth Rates
During the quarter, domestic demand expanded at 3.1% (3Q 08: 6.5%). Growth in private
consumption moderated to 5.3% (3Q 08: 8.1%) as spending activity was constrained by
higher retrenchments in the manufacturing sector, reduction in smallholders’ income arising
from the significant decline in commodity prices as well as lower consumer confidence.
Public consumption, however, increased strongly by 13.8% (3Q 08: 6.9%), underpinned by
higher expenditure on emoluments as well as supplies and services. Meanwhile, subdued
investment activity led to a negative growth in gross fixed capital formation (-10.2%; 3Q 08:
3.1%) in the fourth quarter.
21
21
The slowdown was across all economic sectors, led by a sharp decline in the manufacturing
sector (-8.8%; 3Q 08: 1.8%), particularly the export-oriented industries (-12.3%; 3Q 08: 1.1%) due to the significant contraction in global demand.
Domestic-oriented industries recorded a negative growth of 2.5% (3Q 08: 8.4%) as
production of construction related materials declined while construction activities declined by
1.6% (3Q 08: 1.2%) due to lower activity in the civil engineering sub-sector. Performance of
manufacturing exports was affected by lower demand for both E&E and non-E&E products
from the major markets as well as weaker global semiconductor prices.
Growth in commodity exports (6.1%; 3Q 08: 48.1%) also moderated significantly, reflecting
a lower growth in mineral exports while agriculture exports declined sharply due mainly to
lower prices. The decline in gross imports (-12.3%; 3Q 08: 10.1%) was due to lower imports
of intermediate and capital goods following weaker export performance and slower private
investment activities.
Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the
Fourth Quarter of 2008
“Delays in the resolution to the financial crisis in the advanced economies have resulted in a
sharp and rapid deterioration in the recent months. The inability to stabilize conditions is
highly likely to have a more protracted effect on the global economy.”
“While there has been concerted monetary policy action and fiscal stimulus across the globe,
confidence needs to be restored. This can, however, only happen when the financial system in
the crisis-affected countries are repaired and credit continues to flow again, when markets
continue to function efficiently and when prices reflects the value of the assets.”
“Malaysia as an open economy is already adversely affected by these global developments.
The domestic conditions are expected to remain challenging in the coming quarters and a
range of policy responses are being implemented. There is a need to ensure that the domestic
intermediation process remains strong so as to support domestic demand. And secondly, the
fiscal stimulus is key to containing the effects of the external developments and to placing
Malaysia in a position to resume growth once conditions in the global economy stabilize.”
Source: Excerpts from BNM Governor Tan Seri Zeti Akhtar Aziz’ speech dated 3 March 2009
8.2
The Steel Industry
World crude steel production in 2008 was 1.33 billion tonnes, down 1.2% from 2007, but
making 2008 the second year that world steel production was more than 1.3 billion tonnes,
according to the World Steel Association (“Worldsteel” of which the Malaysian Iron and
Steel Federation is a member of).
Production fell fastest in the fourth quarter of 2008 and world crude steel output recorded a
decrease of 24.3% in December 2008 compared with the corresponding month a year earlier.
Steel production declined in nearly all the major steel producing countries and regions,
including the EU, North America, South America and the Commonwealth Independent States
(CIS), through the year.
However, Asia, in particular China, and the Middle East showed positive growth in 2008,
China became the first country ever to produce more than 500 million tonnes in one year.
22
22
According to Worldsteel's statistics, China's crude steel production in 2008 reached 502
million tonnes, 2.6% higher than the year before. Production volume in China has more than
doubled within 5 years, from 222 million tonnes in 2002. China's share of world steel
production continued to grow in 2008 producing 38% of world steel production. Crude steel
production in the EU27 countries fell by 5.3% on 2007 levels to 199 million tonnes in 2008,
while North American steel production fell further by 5.5%, with US steel production down
6.8% at 91 million tonnes.
World crude steel production for the 66 countries reporting to the Worldsteel amounted to 86
million tonnes in January 2009, down 24% year-on-year. World steel production in January
2009 was 4.5% higher than the previous month mainly as a result of a 9.9% increase in
Chinese production, month-on-month.
Source: Bloomberg
The recent rebound in iron ore spot prices, slowing de-stocking of steel inventories and the
economic stimulus activities around the world have raised expectations that prices of scrap
iron and steel products may start rising.
According to the Malaysian Iron and Steel Industry Federation (MISIF), scrap iron prices
could firm up in tandem with iron ore prices and steel mills would have to adjust their
product prices accordingly. Steel bar price at about RM1,900 per tonne currently is very
competitive internationally and chances are higher for steel product prices to be on the
uptrend than downtrend as raw material prices increase and demand improves as de-stocking
activities wind down and economic stimulus packages in various countries start to take off.
De-stocking of steel inventories are expected to be completed latest by the second quarter on
average globally.
According to OSK Research, spot iron ore prices have been improving in the past few months
with prices narrowing to a 15% discount to the benchmark contract price of US$82 to US$83
per tonne before Chinese New Year (CNY) and a 9% discount after CNY, compared to a
more than 30% discount at the end of last year. However, negotiations are under way between
mining companies and major steel players on new iron ore contract prices to take effect in 1
April 2009.
The consensus was for a 20%-40% cut in benchmark contract prices due to deteriorating steel
demand worldwide. Despite the potential cut in iron ore prices, steel prices are seen to be
consolidating at current levels of US$520 (RM1,860) to US$580 (RM2,080) per tonne based
on the historical correlation between steel and iron ore prices. The same quantum for steel
production and sales this year is expected. The outlook may be weak but it is not as bad as
many think – steel consumption should be boosted by government pump priming.
The performance of local steel players are expected to have their margins normalised from
the second quarter of the year as hefty inventory losses would have been written off in the
fourth quarter of 2008.
According to AmResearch, demand for steel in the country would very much depend on how
fast big-impact projects such as the double tracking project was implemented and the
effectiveness of stimulus packages elsewhere around the world. The impact of the stimulus
packages will filter down to economies globally thus boosting demand of steel with prices
following suit.
Source: http://biz.thestar.com.my, 12 February 2009
23
23
8.3
The Malaysian Construction Sector
The construction sector saw a 1.6 per cent contraction in the fourth quarter, thus reversing the
1.2 per cent growth recorded in the previous quarter. This negative growth was due to the
contraction of 3.5 per cent in the civil engineering sub-sector. Nevertheless, the residential
and non-residential sub-sectors posted small growths of 0.7 per cent and 0.4 per cent
respectively. For the whole year, this sector continued to post a positive growth of 2.1 per
cent following a 4.6 per cent expansion for 2007.
Chart : Value Added in Construction Sector at Current and Constant Prices (RM
Million) and Annual Growth Rates
Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the
Fourth Quarter of 2008
8.4
Prospects of the ACB Group
Pursuant to the ACB Scheme, the property division of the ACB Group will cease to be the
main income contributor to the ACB Group.
In the next 12 months, after the completion of the ACB Scheme, the ACB Group’s income
source would be derived from its investments in LCB Class B(b) Bonds and LCB Class B(b)
RCSLS. Furthermore, LCB’s ability to service the LCB Class B(b) Bonds and LCB Class
B(b) RCSLS would largely depends on its operations in the steel manufacturing and property
development business.
As mentioned in Section 5.2 of this IAL, income from the LCB Class B(b) Bonds and LCB
Class B(b) RCSLS have been charged to ACB’s lenders and proceeds from the redemption
are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts.
MIMB’s Commentary
In view of the financial position of the ACB Group after the ACB Scheme as mentioned
above, it is unlikely that ACB will be able to declare any dividends to the shareholders of
ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV
Debts issued by ACB and its wholly-owned subsidiary, ACB SPV.
24
24
8.5
Prospects of the LCB Group
In the next twelve (12) months we expect the LCB Group’s earnings to be derived mainly
from its steel business.
The earnings of the LCB Group largely depend on the contribution of the Megasteel Group.
Megasteel is principally involved in the manufacturing of HRC and CRC steels while its
subsidiary companies are mainly involved in the manufacturing of industrial gasses. The
business of Megasteel are subject to risks inherent in the iron and steel industry which
encompasses specific risks such as labour and raw material shortages, increase in production
and energy costs.
Approximately 30% of Megasteel’s products are being exported. Accordingly, the LCB
Group is susceptible to the vagaries of global steel prices. The global economic slowdown
has negatively affected the steel industry’s overall trade performance as illustrated in Section
8.2 above. Nonetheless, the Malaysian Iron and Steel Industry Federation is of the view that
a recovery in the local steel sector is likely to happen in the second half of 2009 once the
current high inventory level subsides.
Additionally, the expected spending of the RM7 billion stimulus package announced by the
Government on 4 November 2008 are expected to stimulate the growth of domestic economy,
which may mitigate the downside risk of demand for steel products.
Megasteel is expected to benefit from the water and sewerage projects under the 9th Malaysia
Plan, as HRC is a major component being used in the production of pipes. A significant
number of LCB’s remaining subsidiaries who are involved in the steel industry are expected
to benefit from the stimulus package as well.
However, given the increasing uncertainties surrounding the prices of steel coupled with the
increasing threat of a protracted slowdown in the demand for steel, the outlook of the steel
division could be challenging in the immediate future.
Holders are advised to read Section 9 appendix IV of the Offer Document for information
relating to the risk factors associated with the LCB Group.
MIMB’s Commentary
The profitability of the LCB Group’s is dependent on the prospects and performance of the
domestic steel industry which in turn, is correlated with the level of activities in the
manufacturing and construction industry and general economic conditions. In the past five
financial years, the LCB Group has recorded growth in revenue up to 30 June 2008.
However, its profitability has been impacted by high manufacturing and financing costs.
Whilst we acknowledge that the current global economic slowdown has adversely affected
the domestic steel sector, we could see a recovery in the steel manufacturing industry,
particularly in terms of prices and demand for steel products. Accepting Holders should also
look forward to the spill-over effects of the various economic stimulus packages announced
both locally (such as the RM7 billion stimulus package announced by the Government) and
in other steel importing countries. In any case, the recovery of the steel sector will auger well
for the LCB Group.
25
9.
9.
9.
9.
9.
9.1
9.1
9.1
9.1
9.1
9.2
9.2
9.2
9.2
9.2
9.3
9.3
9.3
9.3
9.3
IMPLICATIONS
ON
THE ACCEPTANCE
OR REJECTION
OF THE
OFFER
IMPLICATIONS
ON
IMPLICATIONS
ON THE
THE ACCEPTANCE
ACCEPTANCE OR
OR REJECTION
REJECTION OF
OF THE
THE OFFER
OFFER
IMPLICATIONS
IMPLICATIONS ON
ON THE
THE ACCEPTANCE
ACCEPTANCE OR
OR REJECTION
REJECTION OF
OF THE
THE OFFER
OFFER
Options
available
to
the
Holders
Options
available
Options
available to
to the
the Holders
Holders
Options
Options available
available to
to the
the Holders
Holders
Holders
should
note
that
there
are
two
options
available,
namely:Holders
should
note
that
there
are
two
options
available,
namely:Holders
should
note
that
there
are
two
options
available,
namely:Holders
should
note
that
there
are
two
options
available,
Holders should note that there are two options available, namely:namely:(i)
to
accept
the
Offer
and
receive
LCB
B
Warrants
as
consideration; or
alternatively
(i)
to
(i)
to accept
accept the
the Offer
Offer and
and receive
receive LCB
LCB B
B Warrants
Warrants as
as consideration;
consideration; or
or alternatively
alternatively
(i)
to
(i)
to accept
accept the
the Offer
Offer and
and receive
receive LCB
LCB B
B Warrants
Warrants as
as consideration;
consideration; or
or alternatively
alternatively
(ii)
to
reject
the
Offer
and
retain
the
Offer
Shares.
(ii)
to
(ii)
to reject
reject the
the Offer
Offer and
and retain
retain the
the Offer
Offer Shares.
Shares.
(ii)
(ii) to
to reject
reject the
the Offer
Offer and
and retain
retain the
the Offer
Offer Shares.
Shares.
Implications
on
the
Acceptance
of
the
Offer
Implications
on
Implications
on the
the Acceptance
Acceptance of
of the
the Offer
Offer
Implications
Implications on
on the
the Acceptance
Acceptance of
of the
the Offer
Offer
By
accepting
the
Offer,
as
a
Holder,
you
will have
the following
options:By
By accepting
accepting the
the Offer,
Offer, as
as aaa Holder,
Holder, you
you will
will have
have the
the following
following options:options:By
By accepting
accepting the
the Offer,
Offer, as
as a Holder,
Holder, you
you will
will have
have the
the following
following options:options:(a)
Immediately
cash
out
your
investment
in
ACB
by
disposing
the
LCB
B
Warrants
in
in
(a)
Immediately
cash
out
your
investment
in
ACB
by
disposing
the
LCB
B
Warrants
(a)
Immediately
cash
out
your
investment
in
ACB
by
disposing
the
LCB
B
Warrants
in
(a)
Immediately
cash
out
your
investment
in
ACB
by
disposing
the
LCB
B
Warrants
in
the
open
market
upon
the
listing
of
the
LCB
B
Warrants
on
Bursa
Securities;
or
(a)
Immediately
cash
out
your
investment
in
ACB
by
disposing
the
LCB
B
Warrants
in
the
open
market
upon
the
listing
of
the
LCB
B
Warrants
on
Bursa
Securities;
or
the
open
market
upon
the
listing
of
the
LCB
B
Warrants
on
Bursa
Securities;
or
the
open
market
upon
the
listing
of
the
LCB
B
Warrants
on
Bursa
Securities;
or
the open market upon the listing of the LCB B Warrants on Bursa Securities; or
(b)
Hold
on
to the
LCB B
Warrants and
participate in
the businesses
of LCB.
(b)
Hold
on
(b)
Hold
on to
to the
the LCB
LCB B
B Warrants
Warrants and
and participate
participate in
in the
the businesses
businesses of
of LCB.
LCB.
(b)
Hold
(b)
Hold on
on to
to the
the LCB
LCB B
B Warrants
Warrants and
and participate
participate in
in the
the businesses
businesses of
of LCB.
LCB.
There
is
no
assurance
of
another
opportunity
for
the
Holders
who
reject
the
Offer
to
liquidate
There
is
no
assurance
of
another
opportunity
for
the
Holders
who
reject
the
Offer
to
liquidate
There
is
no
assurance
of
another
opportunity
for
the
Holders
who
reject
the
Offer
to
liquidate
There
is
no
assurance
of
another
opportunity
for
the
Holders
who
reject
the
Offer
to
liquidate
their
investments
in
the
unlisted
ACB
Shares
as
and
when
the
need
arises.
There
is
no
assurance
of
another
opportunity
for
the
Holders
who
reject
the
Offer
to
liquidate
their
investments
in
the
unlisted
ACB
Shares
as
and
when
the
need
arises.
their
investments
in
the
unlisted
ACB
Shares
as
and
when
the
need
arises.
their
their investments
investments in
in the
the unlisted
unlisted ACB
ACB Shares
Shares as
as and
and when
when the
the need
need arises.
arises.
50%
Shareholding
Condition
50%
Shareholding
Condition
50%
Shareholding
Condition
50%
Shareholding
50% Shareholding Condition
Condition
Holders
should
take
note that
the
Offer
is conditional
upon
the
Joint Offerors
receiving
by
Holders
should
take
that
the
Offer
upon
the
Offerors
receiving
by
Holders
should
take note
note
that
the
Offer is
istheconditional
conditional
upon valid
the Joint
Joint
Offerors which
receiving
by
Holders
should
take
note
that
the
Offer
is
conditional
upon
the
Joint
Offerors
receiving
by
5.00
pm
(Malaysian
time)
on
or
before
Closing
Date,
acceptances
would
Holders
should
take
note
that
the
Offer
is
conditional
upon
the
Joint
Offerors
receiving
by
5.00
pm
(Malaysian
time)
on
or
before
the
Closing
Date,
valid
acceptances
which
would
5.00
pm
(Malaysian
time)
on
or
before
the
Closing
Date,
valid
acceptances
which
would
5.00
pm
(Malaysian
time)
on
or
before
the
Closing
Date,
valid
acceptances
which
would
result
in
the
Joint
Offerors
holding
in
aggregate,
together
with
such
ACB
Shares
that
are
5.00
pm
(Malaysian
time)
on
or
before
the
Closing
Date,
valid
acceptances
which
would
result
in
the
Joint Offerors
holding
in
aggregate,
together
with
such
ACB
Shares that
are
result
in
the
Offerors
holding
in
aggregate,
together
with
such
ACB
that
are
result
inacquired,
the Joint
Jointheld
Offerors
holding
inacquired
aggregate,
together
with
such
ACB Shares
Shares
that50%
are
already
or
entitled
to
be
or
held
by
the
Joint
Offerors,
more
than
result
in
the
Joint
Offerors
holding
in
aggregate,
together
with
such
ACB
Shares
that
are
already
acquired,
held
or
entitled
to
be
acquired
or
held
by
the
Joint
Offerors,
more
than
50%
already
acquired,
held
or
entitled
to
be
acquired
or
held
by
the
Joint
Offerors,
more
than
50%
already
acquired,
held
or
entitled
to
be
acquired
or
held
by
the
Joint
Offerors,
more
than
50%
of
the
voting
shares
of
ACB.
Holders
should
note
that
if
the
aforementioned
condition
is
not
already
acquired,
held
or
entitled
to beshould
acquired
or that
heldifbythe
theaforementioned
Joint Offerors, condition
more thanis50%
of
the
voting
shares
of
ACB.
Holders
note
not
of
thethe
voting
shares
of
ACB.
Holders
should
note
that
if
the
aforementioned
condition
is
not
of
voting
shares
of
Holders
should
note
that
if
the
condition
is
not
met,
Offer
shall
lapse
and
the
Offer
will
cease
be
of
further
acceptance
and
of the
thethe
voting
shares
of ACB.
ACB.
Holders
should
noteto
that
ifcapable
the aforementioned
aforementioned
condition
is that
not
met,
Offer
shall
lapse
and
the
Offer
will
cease
to
be
capable
of
further
acceptance
and
that
met,
the
Offer
shall
lapse
and
the
Offer
will
cease
to
be
capable
of
further
acceptance
and
that
met,
the
Offer
shall
lapse
and
the
Offer
will
cease
to
be
capable
of
further
acceptance
and
that
the
Accepting
Holder
and
the
Joint
Offerors
will
thereafter
cease
to
be
bound
by
any
prior
met,
the
Offer
shall
lapse
and
the
Offer
will
cease
to
be
capable
of
further
acceptance
and
that
the
Accepting
Holder
and
the
Accepting
Holder
and the
the Joint
Joint Offerors
Offerors will
will thereafter
thereafter cease
cease to
to be
be bound
bound by
by any
any prior
prior
the
Accepting
Holder
and
acceptances
of
the
Offer.
the
Accepting
Holder
and the
the Joint
Joint Offerors
Offerors will
will thereafter
thereafter cease
cease to
to be
be bound
bound by
by any
any prior
prior
acceptances
of
the
Offer.
acceptances of
of the
the Offer.
Offer.
acceptances
acceptances of the Offer.
As
at
LPD,
the
Joint
Offerors
holds
approximately
40.1%
of
voting
shares
of
ACB.
As
such,
As
at
LPD,
the
Joint
Offerors
holds
approximately
40.1%
of
voting
shares
of
ACB.
As
such,
As
at
LPD,
the
Joint
Offerors
holds
approximately
40.1%
of
voting
shares
of
ACB.
As
such,
As
at
LPD,
the
Joint
Offerors
holds
approximately
40.1%
of
voting
shares
of
ACB.
As
such,
the
Joint
Offerors
would
need
to
receive
acceptances
of
more
than
9.9%
of
the
remaining
As
at
LPD,
the
Joint
Offerors
holds
approximately
40.1%
of
voting
shares
of
ACB.
As
such,
the
Joint
Offerors
would
need
to
receive
acceptances
of
more
than
9.9%
of
the
remaining
the
Joint
Offerors
would
need
to
receive
acceptances
of
more
than
9.9%
of
the
remaining
the
Joint
Offerors
would
need
to
receive
acceptances
of
more
than
9.9%
of
the
remaining
voting
shares
of
ACB
on
or
before
the
closing
date
of
the
Offer,
in
order
for
the
Offer
to
the Joint
Offerors
would
need
to receive
acceptances
ofthe
more
thanin9.9%
offorthetheremaining
voting
shares
of
ACB
on
or
before
the
closing
date
of
Offer,
order
Offer
to
voting
shares
of
ACB
on
or
before
the
closing
date
of
the
Offer,
in
order
for
the
Offer
to
voting
shares
of
ACB
on
or
before
the
closing
date
of
the
Offer,
in
order
for
the
Offer
to
voting
shares
of
ACB
on
or
before
the
closing
date
of
the
Offer,
in
order
for
the
Offer
to
become
unconditional.
become
unconditional.
become
unconditional.
become
unconditional.
become unconditional.
Implications
on
the Rejection
of the
Offer
Implications
on
Implications
on the
the Rejection
Rejection of
of the
the Offer
Offer
Implications
Implications on
on the
the Rejection
Rejection of
of the
the Offer
Offer
If
you
choose
to
reject
the
Offer,
you
will
continue
to
hold
the
unlisted
ACB
Shares.
In
this
If
you
choose
to
reject
the
Offer,
you
will
continue
to
hold
the
unlisted
ACB
Shares.
In
this
If
you
choose
to
reject
the
Offer,
you
will
continue
to
hold
the
unlisted
ACB
Shares.
In
this
If
you
choose
to
reject
the
Offer,
you
will
continue
to
hold
the
unlisted
ACB
Shares.
In
respect,
please
refer
to
Sections
5.1
to
5.4
and
Section
6
of
this
IAL
for
the
various
If you choose
torefer
rejecttotheSections
Offer, you
will
continue
to hold the
unlisted
ACBfor
Shares.
In this
this
respect,
please
5.1
to
5.4
and
Section
6
of
this
IAL
the
various
respect,
please
refer
to
Sections
5.1
to
5.4
and
Section
6
of
this
IAL
for
the
various
respect,
refer
to
5.1
5.4
and
66 should
of
IAL
for
the
various
implications
and
considerations
to
you
respect, please
please
refer
to Sections
Sectionswhich
5.1 to
toare
5.4relevant
and Section
Section
of this
thisyou
IALwish
for to
the continue
various
implications
and
considerations
which
are
relevant
to
you
should
you
wish
to
continue
implications and
and considerations
considerations which
which are
are relevant to
to you should
should you wish
wish to continue
continue
implications
implications
and
considerations
which are relevant
relevant to you
you should you
you wish to
to continue
holding
on
to
ACB
Shares.
holding
on
to
ACB
Shares.
holding
on
to
ACB
Shares.
holding
on
to
ACB
Shares.
holding on to ACB Shares.
Compulsory
Acquisition
by the
Joint Offerors
Compulsory
Acquisition
Compulsory
Acquisition by
by the
the Joint
Joint Offerors
Offerors
Compulsory
Compulsory Acquisition
Acquisition by
by the
the Joint
Joint Offerors
Offerors
Notwithstanding
your
decision
to
hold
on
to
the
ACB
Shares,
in
the
event
that
the
Joint
Notwithstanding
your
decision
to
hold
on
to
the
ACB
Shares,
in
the
event
that
the
Joint
Notwithstanding
your
decision
to
hold
on
to
the
ACB
Shares,
in
the
event
that
the
Joint
Notwithstanding
your
decision
to
hold
on
to
the
ACB
Shares,
in
the
event
that
the
Joint
Offerors
receive
acceptances
respect
of
not
less
than
ninety
percent
(90%)
of
the
Notwithstanding
your decisionin
to
hold on
to the
ACB
Shares,
in the event
that
the Offer
Joint
Offerors
receive
acceptances
in
respect
of
not
less
than
ninety
percent
(90%)
of
the
Offer
Offerors
receive
acceptances
in
respect
of
not
less
than
ninety
percent
(90%)
of
the
Offer
Offerors
receive
acceptances
in
respect
of
not
less
than
ninety
percent
(90%)
of
the
Offer
Shares
(other
than
shares
already
held
at
the
date
of
the
Notice
by
the
Joint
Offerors
or
by aa
Offerors
receive
acceptances
in
respect
of
not
less
than
ninety
percent
(90%)
of
the
Offer
Shares
Shares (other
(other than
than shares
shares already
already held
held at
at the
the date
date of
of the
the Notice
Notice by
by the
the Joint
Joint Offerors
Offerors or
or by
by aa
Shares
(other
than
shares
already
held
at
the
date
of
the
Notice
by
the
Joint
Offerors
or
by
Shares
(other
than
shares
already
held
at
the
date
of
the
Notice
by
the
Joint
Offerors
or
by a
nominee
for
or
a
related
corporation
of
the
Joint
Offerors)
within
four
(4)
months
after
nominee
for
or
aa related
corporation
of
the
Joint
Offerors)
within
four
(4)
months
after
nominee
for
or
related
corporation
of
the
Joint
Offerors)
within
four
(4)
months
after
nomineethe
forOffer,
or aa related
related
corporation
of the
thebeJoint
Joint
Offerors)
within
four
(4)
months
after
making
the
Joint
Offerors
would
entitled
to
within
two
(2)
months
after
the
nominee
for
or
corporation
of
Offerors)
within
four
(4)
months
after
making
the
Offer,
the
Joint
Offerors
would
be
entitled
to
within
two
(2)
months
after
the
making
the
Offer,
the
Joint
Offerors
would
be
entitled
to
within
two
(2)
months
after
the
making
the
Offer,
the
Joint
Offerors
would
be
entitled
to
within
two
(2)
months
after
the
Offer
has
been
so
accepted,
compulsorily
acquire
any
remaining
Offer
Shares
in
respect
of
making
the
Offer,
the
Joint
Offerors
would
be
entitled
to
within
two
(2)
months
after
the
Offer
has
been
so
accepted,
compulsorily
acquire
any
remaining
Offer
Shares
in
respect
of
Offer
has
been
so
accepted,
compulsorily
acquire
any
remaining
Offer
Shares
in
respect
of
Offer
has
been
so
accepted,
compulsorily
acquire
any
remaining
Offer
Shares
in
respect
of
which
acceptances
have
not
been
received
under
the
Offer,
subject
to
the
compliance
with
the
Offer has
been so accepted,
compulsorily
acquire
any
remaining
Offer
Shares
in respect
of
which
acceptances
have
not
been
received
under
the
Offer,
subject
to
the
compliance
with
the
which
acceptances
have
not
been
received
under
the
Offer,
subject
to
the
compliance
with
the
which
acceptances
have
not
been
received
under
the
Offer,
subject
to
the
compliance
with
the
provisions
of
Section
34
of
the
SCA.
which acceptances
have
not
been
received under the Offer, subject to the compliance with the
provisions
of
Section
34
of
the
SCA.
provisions
of Section
34 of
the SCA.
provisions
provisions of
of Section
Section 34
34 of
of the
the SCA.
SCA.
26
26
26
26
26
26
As detailed in Section 4.2 of the Offer Document, if the above situation arises, the Joint
Offerors intend to invoke the provisions of Section 34 of the SCA to compulsorily acquire
any remaining Offer Shares from the Holders who had elected not to accept the Offer.
Holders of the Offer Shares which are compulsorily acquired will receive the same
consideration as that specified in the Offer.
Even if the aforementioned compulsory acquisition is not carried out by the Joint Offerors
and if the Joint Offerors receives acceptances from the Holders resulting in the Joint Offerors
holding not less than ninety percent (90%) of the issue and paid up share capital of ACB on
or before the closing date of the Offer, a minority shareholder of ACB may exercise his
rights, pursuant to Section 34A of the SCA, by the service of a notice on the Joint Offerors to
require them to acquire his/her/its shares on the same terms as set out in the Offer Document
or such other terms as may be agreed by the Joint Offerors and the minority shareholder
concerned.
Pursuant to Section 34B of the SCA, where a notice is given under Section 34(1) of the SCA
by the Joint Offerors invoking the provisions of Section 34 of the SCA, an application may be
made by any shareholder who has not accepted the take-over offer to the relevant court within
one (1) month from the date on which the notice of compulsory acquisition was given by the
Joint Offerors, and such court may on such an application order that the Joint Offerors shall
not be entitled and shall not be bound to acquire his shares or specify terms of acquisition that
are different from the terms of the Offer.
10.
FURTHER INFORMATION
We advise the Holders to refer to the Offer Document and the enclosed Appendices for
further information on ACB and any other relevant information.
27
27
11.
CONCLUSION AND RECOMMENDATION
The Holders should consider carefully all the merits and demerits of the Offer based on all
relevant and pertinent factors including those which are set out above, and other
considerations as set out in this IAC, the Offer Document and publicly available information.
Holders who for any reason, choose to retain their investments in ACB and reject the Offer,
would remain as shareholders of ACB and should take note of MIMB’s comments on the
compulsory acquisition and the Joint Offerors’ plans for the ACB Group as stated in Section
6 of this IAL as he/she is likely to continue to hold ACB Shares.
We have performed our independent evaluation on the terms and other pertinent factors of the
Offer as set out in the preceding sections and have taken into consideration the following
factors:(i)
(ii)
It is unlikely that ACB will be able to declare any dividends to the shareholders of
ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB
SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV;
(iii)
(iv)
new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or
any other parties);
(v)
Holders who choose to reject the Offer and remain as ACB Shareholders after the
completion of this Offer should not expect any immediate improvement in the
financial position of ACB;
(vi)
over the proforma consolidated NL of ACB as at 30 June 2008 of 6.19 sen per share;
and
(vii)
Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying
the same price for the warrants in LCB as the price offered to the Holders.
Based on the foregoing, it is our view that the Offer appears fair and reasonable, and
accordingly, we recommend to all Holders TO ACCEPT the Offer.
Yours faithfully
For and on behalf of
MIMB INVESTMENT BANK BERHAD
NG CHEE KIET
Director & Co Head
Investment Banking
LAU CHIA EN
Director
Corporate Finance
28
28
APPENDIX I – INFORMATION ON ACB
1.
HISTORY AND BUSINESS
ACB was incorporated in Malaysia on 10 October 1974 as Kinta Steel Sdn Bhd under the Act
as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn
Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982.
It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the
Bursa Securities on 13 January 1983 but was delisted on 11 October 2007.
ACB is an investment holding company whose subsidiaries are involved in property
development and management, plantations, hotels and provision of security services and
security related equipment.
Prior to the GWRS, ACB was in the business of an investment holding company whose
subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and
hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and
other related products, manufacture of light trucks and buses and motorcycle parts and
accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly
of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper
mill operation, property development, cultivation of rubber and oil palm, processing of palm
oil and plantation management, operation of departmental stores and hypermarket and
stockbroking.
Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its
activities to concentrate on the operation of departmental stores and hypermarkets, cultivation
of rubber and oil palm and processing of palm oil and plantation management and property
development.
Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a
subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong
stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise
the ACB Group’s financial position and to raise funds to meet its borrowings repayment
obligation pursuant to the ACB Group’s debt restructuring scheme.
Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to
Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is
inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be
involved in property development and management.
2.
SHARE CAPITAL
The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Type
Total
RM
Authorised
2,000,000,000 ordinary shares of RM1.00 each
2,000,000,000
Issued and paid up
29
29
1,331,174,812
APPENDIX I – INFORMATION ON ACB (CONT’D)
1.
3.
HISTORY
AND BUSINESS
SUBSTANTIAL
SHAREHOLDERS
ACB
incorporated
Malaysia on
10 October 1974
as Kinta Steel
Sdn Bhdofunder
Basedwas
on the
Register ofinSubstantial
Shareholders,
the substantial
shareholders
ACBthe
andAct
as
a private
limited liability
company.
its follows:name to Amalgamated Steel Mills Sdn
their
equity interests
in the company
as It
at changed
LPD are as
It adopted its current name on 12 December
1994. ACB was
listed on the Main Board
of the
Nationality/
Direct
Indirect
Bursa Securities on 13 January 1983Country
but wasofdelisted on 11 October 2007.
Incorporation
No. of Shares
%
No. of Shares
%
a
ACB
in property
TSWCis an investment holding company
Malaysian whose subsidiaries
- are -involved
629,038,255
47.25
development
and management, plantations,
provision 0.01
of security
servicesb and
DAC
Malaysia hotels and 87,000
595,025,650
44.70
Permanent
Resident
Prior
to the GWRS, ACB was in Singapore
the business of an investment
holding
company whose
Lion Realty Pte Ltd
594,686,450 c 44.67
subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods
and
c
Lion
Development
Sdndistribution
Malaysia
594,686,450
44.67
hot
briquetted
iron(Penang)
(“HBI”),
and manufacture of- tyres, rubber
compound and
Bhd
other related products, manufacture of light trucks and buses and motorcycle partsc and
Horizon Towers
594,686,450
44.67
accessories,
sale Sdn
andBhd
distribution of Malaysia
“Suzuki” motorcycles and- motor vehicles
and assembly
d
Malaysia
508,147,977
38.17 and86,538,473
ofLCB
“Suzuki” motorcycles, beer brewing,
integrated wood
based activities
pulp and paper6.50
mill
operation, property development,
cultivation of rubber
and oil palm,
ofe palm
LICB
Malaysia
38,781,283
2.91 processing
555,905,167
41.76
oil
and
plantation
management,
operation
of
departmental
stores
and
hypermarket
f and
Amsteel Mills Sdn Bhd
Malaysia
19,211,931
1.44
575,474,519
43.23
stockbroking.
c
LLB Steel Industries Sdn Bhd
Malaysia
-
-
594,686,450
44.67
c
Steelcorp Sdn
Bhd
- ACB-Group
594,686,450
44.67
Following
the implementation
of the Malaysia
GWRS by ACB in 2003, the
rationalised its
g
activities
of departmental
stores and 0.25
hypermarkets,
cultivation
LDHB to concentrate on the operation
Malaysia
3,318,501
591,367,949
44.42
c
ofNarajaya
rubber Sdn
and Bhd
oil palm and processing
of
palm
oil
and
plantation
management
and
property
Malaysia
594,686,450
44.67
development.
c
Teraju Varia Sdn Bhd
Malaysia
-
-
594,686,450
44.67
c
Excel Step Investments
Virgin
- Group
594,686,450
Subsequently
in 2004,Limited
the ACBBritish
Group
disposed of Parkson
Retail
Limited, 44.67
a
Islands
subsidiary of PRG Corporation Limited,
which was subsequently listed on the Hong Kong
the
ACB Group’s financial position and to raise funds to meet its borrowings repayment
Notes:obligation
ACB
debt
scheme.
a
Deemedpursuant
interestedtobythe
virtue
of Group’s
Section 6A
of restructuring
the Act held via
Sin Seng Investments Pte Ltd, LCB,
Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB.
Pursuant
to interested
the ACBbyScheme,
dispose
all via
its Sin
property
holding companies
to
b
Deemed
virtue of ACB
Sectionwill
6A of
the Actofheld
Seng Investments
Pte Ltd, LCB,
Limbungan
Emas
Sdn
Bhd.Mills
TheSdn
Offer
upon the LCB Scheme, which in turn is
Limpahjaya,
LICB,
Amsteel
Bhd is
andconditional
LDHB.
inter-conditional
with
the ACB
Scheme.
ACB
will eventually
noMills
longer
be
c
Deemed interested
by virtue
of Section
6A of theAccordingly,
Act held via LCB,
Limpahjaya,
LICB, Amsteel
Sdn Bhd
and LDHB.
involved
in property development and management.
d
2.
Deemed interested by virtue of Section 6A of the Act held via Limpahjaya, LICB, Amsteel Mills Sdn Bhd and
LDHB.CAPITAL
SHARE
e
Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, Amsteel Mills Sdn Bhd and
The LDHB.
authorised, issued and paid-up share capital of ACB as at LPD are as follows:f
Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB and LDHB.
Totaland Amsteel Mills Sdn
g Type
Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB
RM
Bhd.
Authorised
2,000,000,000
Issued and paid up
29
30
30
1,331,174,812
4.
1.
DIRECTORS
AND
THEIR SHAREHOLDINGS
HISTORY
AND
BUSINESS
4.1
The Directors
and theirinrespective
ACB
theSdn
Register
of Directors’
ACB
was incorporated
Malaysia shareholdings
on 10 Octoberin1974
as based
Kinta on
Steel
Bhd under
the Act
as aatprivate
LPD are
as follows:as
limited
liability company. It changed its name to Amalgamated Steel Mills Sdn
NRIC/
Passport
Indirect
It adopted its current
name
on 12 December 1994. ACB was listedDirect
on the Main Board
of the
Name
/
Number/
No.
of
Designation
Nationality/ Age
Address
Shares
%
No. of Shares
Jen Tan Sri
53,321 a
300801-71-5087/ No. 29, Jalan PJU 3/17
Dato’ Zain
Tropicana Indah
Malaysian/ 78
security Hashim
related equipment.
47410 Petaling Jaya
Mahmud
Selangor Darul Ehsan
(b)/ NonPrior to the GWRS, ACB was in the business of an investment holding company whose
Independent
Non-Executive
Chairman
%
0.004
b
TSWC/
Non- sale and
430319-71-5033/
Penthouse,motorcycles
Level 48
629,113,455
accessories,
distribution of “Suzuki”
and motor- vehicles
and assembly
Independent
Malaysian/
Menara
Citibankwood based activities and pulp and paper
of “Suzuki” motorcycles,
beer65
brewing,
integrated
Non-Executive
165
Jalan
Ampang
mill operation, property development, cultivation
of rubber and oil palm, processing of palm
Director
50450 Kuala Lumpur
stockbroking.
Tan
Siak Tee/
400825-02-5177/ 56 Jalan Puncak Desa
10,000
*
-
47.26
-
Independent
Malaysian/ 68
Taman Desa
Following the implementation of the 58100
GWRSKuala
by ACB
in 2003, the ACB Group rationalised its
Non-Executive
Lumpur
Director
390513-08-5385/ No. 6, Lorong PJU
Lt
Jen (B) Datuk
development.
Malaysian/ 69
Seri Abdul
3/15B
Manap
bin
Damansara
Indah Resort
Subsequently
in 2004, the ACB Group
disposed
of Parkson Retail Group Limited, a
Ibrahim/
Homes
Independent
Off Jalan Tropicana
Non-Executive
Utara
the ACB Group’s financial positionTropicana
and to raise funds to meet its borrowings repayment
Director
obligation pursuant to the ACB Group’s
debt
restructuring
scheme.
47410
Petaling
Jaya
Selangor Darul Ehsan
-
2.
390101-71-5547/
23isJalan
SS 1/38 upon the -LCB Scheme,
- which in turn -is
M.
Chareon Sae
Limbungan
Emas Sdn
Bhd. The Offer
conditional
Malaysian
/
70
47300
Petaling
Jaya
Tang
@
Tan
Darul Ehsan
Whye
Aun/inNoninvolved
property development andSelangor
management.
Independent
Non-Executive
SHARE CAPITAL
Director
The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Notes:Type
*
Total
RM
Negligible.
aAuthorised
Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin Hajjah
Salifah Bte Mohd
Esa. shares of RM1.00 each
2,000,000,000
ordinary
2,000,000,000
bIssued
Deemed
interested
by
virtue
of
Section
6A
of
the
Act
held
via
Sin
Seng
Investments Pte Ltd, LCB,
and paid up
Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB, and deemed
1,331,174,812
RM1.00 of
each
1,331,174,812
interested byordinary
virtue of shares
Sectionof
134(12)(c)
the Act held via his spouse, Puan
Sri Chan Chau Ha @ Chan
Chow Har.
29
31
31
-
5.
SUBSIDIARY
5.
SUBSIDIARY AND
AND ASSOCIATED
ASSOCIATED COMPANIES
COMPANIES
5.
SUBSIDIARY
AND
ASSOCIATED
5.
SUBSIDIARY
AND
ASSOCIATED COMPANIES
COMPANIES
1.
HISTORY
AND
BUSINESS
The
The subsidiary
subsidiary and
and associated
associated companies
companies of
of ACB
ACB as
as at
at LPD
LPD are
are as
as follows:follows:The
subsidiary
and
associated
companies
of
ACB
as
at
LPD
are
follows:The subsidiary
and associated
companies
ACB as
at LPD
are as
as
follows:ACB
was incorporated
in Malaysia
on 10 of
October
1974
as Kinta
Steel
Sdn Bhd under the Act
Subsidiary
Companies
as
a
private
limited
liability
company.
It
changed
its
name
to
Amalgamated
Steel Mills Sdn
Subsidiary Companies
Subsidiary
Companies
Subsidiary
Companies
Equity
It adopted its current name on 12 December 1994. ACB
was listed on the Main Board of the
Equity
Equity
Date/
Place
of
Issued
and
PaidInterest
Equity
Place
of 1983
Issued
and
PaidInterest
Bursa SecuritiesDate/
on
13
January
but
was
delisted
on
11
October 2007.
Date/ Place of
Issued and PaidInterest
Name
Incorporation
up
Share
Capital
(%)
Principal
Date/ Place of
Issued
and
PaidInterest
Name
Incorporation
up
Share
Capital
(%)
Principal Activities
Activities
Name
Incorporation
up
Share
Capital
(%)
Principal
Activities
NameACB is an investment
Incorporation
up
Share
Capital
(%)
Principal
Activities
holding
company
whose
subsidiaries
are
involved
in property
Akurjaya
Sdn
Bhd
29.01.1986
/
RM63,500,000
100
Investment
holding,
plantation
Akurjaya
Sdn Bhd and29.01.1986
/
RM63,500,000
100
Investment
holding,
plantation
development
management,
plantations,
hotels
and
provision
of
security
services
and
Akurjaya
Sdn
Bhd
29.01.1986
/
RM63,500,000
100
Investment
holding,
plantation
Malaysia
management
and
property
Akurjaya Sdn Bhd
29.01.1986
/
RM63,500,000
100
Investment holding,
plantation
Malaysia
management
and
property
Malaysia
management
development
Malaysia
management and
and property
property
development
development
development
Prior to the GWRS,
ACB //was inRM1,000,000
the business of an investment
holding
company whose
Amalgamated
31.12.1982
100
Ceased
operation
Amalgamated
31.12.1982
RM1,000,000
100
Ceased
operation
Amalgamated
31.12.1982
/
RM1,000,000
100
Ceased
operation
Rolling
Mill
Sdn
Malaysia
subsidiaries
were
involved
in
the
manufacturing
and
marketing
of
steel
bars,
wire rods and
Amalgamated
31.12.1982
RM1,000,000
100
Ceased operation
Rolling
Mill Sdn
Malaysia /
Rolling
Mill
Sdn
Malaysia
Bhd
hot
briquetted
iron
(“HBI”),
distribution
and
manufacture
of
tyres,
rubber
compound
and
Rolling Mill Sdn
Malaysia
Bhd
Bhd
Bhd other related products, manufacture of light trucks and buses and motorcycle parts and
//
RM1,000,000
100
Investment
holding
Ambang
Jaya
accessories,
and distribution
of
“Suzuki” motorcycles
vehicles
and assembly
14.11.1985
RM1,000,000
100and motor
Investment
holding
Ambang
Jaya Sdn
Sdn sale 14.11.1985
14.11.1985
/
RM1,000,000
100
Investment
holding
Ambang
Jaya
Sdn
Malaysia
Bhd
14.11.1985
/
RM1,000,000
100
Investment
holding
Ambang
Jaya
Sdn
Malaysia
Bhd
beer brewing, integrated wood based activities and pulp and paper
Malaysia
Bhd
Malaysia
Bhd mill operation, property
development,
and oilInvestment
palm, processing
of palm
Amsteel
Capital
25.04.1983
//
RM242,200,000
100
holding
Amsteel
Capital
25.04.1983
RM242,200,000
100
Investment
holding and
and and
oil
and
plantation
management,
operation
of
departmental
stores
and
hypermarket
Amsteel
25.04.1983
/
RM242,200,000
100
Investment
holding
and
Holdings
Sdn
Malaysia
provision
management
Amsteel Capital
Capital
25.04.1983
RM242,200,000
100
Investmentof
and
Holdings
Sdn Bhd
Bhd
Malaysia /
provision
ofholding
management
stockbroking.
Holdings
Sdn
Bhd
Malaysia
provision
of
management
services
to
its
related
Holdings Sdn Bhd
Malaysia
provisiontoofitsmanagement
services
related
services
companies
services to
to its
its related
related
companies
companies
Following the implementation of the GWRS by ACB in 2003, the ACB
Group
companies rationalised its
Amsteel
Harta
23.04.2002
// operation
USD1
business
activities
to concentrate
on the
of departmental100
stores andTreasury
hypermarkets,
Amsteel
Harta (L)
(L)
23.04.2002
USD1
100
Treasury
business cultivation
Amsteel
Harta
(L)
23.04.2002
/
USD1
100
Treasury
business
Limited
Malaysia
of rubber
and oil23.04.2002
palm
and / processingUSD1
of palm oil and plantation
management
and property
Amsteel
Harta (L)
100
Treasury
business
Limited
Malaysia
Limited
Malaysia
development.
Limited
Malaysia
Amsteel
06.03.2002
RM2
100
Managing
Amsteel Harta
Harta (M)
(M)
06.03.2002 //
RM2
100
Managing of
of debts
debts novated
novated
Amsteel
Harta
(M)
06.03.2002
/
RM2
100
Managing
of
debts
novated
Sdn
Bhd
Malaysia
from
ACB
and
certain
of
Amsteel
Harta (M) in 06.03.2002
/ ACB Group
RM2 disposed of 100
Managing
of
debts
novated
Sdn
Bhd
Malaysia
from
ACB
and
certain
of its
its a
Subsequently
2004,
the
Parkson
Retail
Group
Limited,
Sdn
Bhd
Malaysia
from
ACB
and
certain
of
its
subsidiaries
to
Amsteel
Harta
Sdn Bhd
from
ACB
and
certain
ofKong
its
to Amsteel
Harta
subsidiary of PRGMalaysia
Corporation Limited, which was subsequentlysubsidiaries
listed
on
the
Hong
subsidiaries
to
Amsteel
Harta
(M)
Sdn
Bhd
pursuant
to
aa debt
subsidiaries
to
Amsteel
Harta
(M)
Sdn
Bhd
pursuant
to
debt
stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005
in order
to rationalise
(M)
Sdn
Bhd
pursuant
to
aa debt
restructuring
exercise
(M)
Sdn
Bhd
pursuant
to
debt
restructuring
exercise
the ACB Group’s financial position and to raise funds to meet undertaken
its borrowings
repayment
restructuring
exercise
by
ACB
and
certain
restructuring
exercise
by ACB and certain
obligation pursuant to the ACB Group’s debt restructuring scheme.undertaken
undertaken
by
of
its
undertaken
by ACB
ACB and
and certain
certain
of
its subsidiaries
subsidiaries
of
its
subsidiaries
of its subsidiaries
Angkasa
Marketing
23.12.1983
//
SGD2,000,000
Investment
holding
Pursuant
to the ACB
Scheme,
ACB
will dispose of all100
its property
holding
companies to
Angkasa
Marketing
23.12.1983
SGD2,000,000
100
Investment
holding
Angkasa
Marketing
23.12.1983
/
SGD2,000,000
100
Investment
holding
(Singapore)
Pte
Ltd
Singapore
Limbungan
Emas
Sdn
Bhd.
The
Offer
is
conditional
upon
the
LCB
Scheme,
which
Angkasa Marketing
23.12.1983
SGD2,000,000
100
Investment holding in turn is
(Singapore)
Pte Ltd
Singapore /
(Singapore)
Pte
Ltd
Singapore
inter-conditional
with
the ACB Scheme. Accordingly, ACB will eventually no longer be
(Singapore)
Pte Ltd
Singapore
Avenel
Sdn
12.06.1984
//
RM100,000,000
100
Investment
involved
development
and management.
Avenel
Sdn Bhd
Bhdin property
12.06.1984
RM100,000,000
100
Investment holding
holding
Avenel
12.06.1984
//
RM100,000,000
100
Investment
Malaysia
Avenel Sdn
Sdn Bhd
Bhd
12.06.1984
RM100,000,000
100
Investment holding
holding
Malaysia
Malaysia
Malaysia
2. Ayer SHARE
CAPITAL
25.08.1983
RM20,000,000
70
Investment
Ayer Keroh
Keroh Resort
Resort
25.08.1983 //
RM20,000,000
70
Investment holding,
holding, property
property
Ayer
Keroh
Resort
25.08.1983
/
RM20,000,000
70
Investment
property
Sdn
Bhd
Malaysia
development
and
hotel
business
AyerBhd
Keroh Resort
25.08.1983
/
RM20,000,000
70
Investment holding,
holding,
property
Sdn
Malaysia
development
and
hotel
business
The authorised, issued
and paid-up share capital of ACB as at LPDdevelopment
are as follows:Sdn
Bhd
Malaysia
and
hotel
Sdn Bhd
Malaysia
development and hotel business
business
Bungawang
Sdn
06.12.1983
//
RM25,000
70
Investment
holding
Bungawang
Sdn
06.12.1983
RM25,000
70
Investment
holding
Type
Total holding
Bungawang
06.12.1983
/
RM25,000
70
Investment
Berhad
Malaysia
Bungawang Sdn
Sdn
06.12.1983
RM25,000
70
Investment
Berhad
Malaysia /
RM holding
Berhad
Malaysia
Berhad
Malaysia
Authorised
Crystavel
05.10.1990
RM1,000
99.8
Investment
Crystavel Sdn
Sdn Bhd
Bhd
05.10.1990 //
RM1,000
99.8
Investment holding
holding
Crystavel
Sdn
Bhd
05.10.1990
// of RM1.00
RM1,000
99.8
Investment
holding
(In
Liquidation
–
Malaysia
2,000,000,000
ordinary
shares
each
2,000,000,000
Crystavel
Sdn
Bhd
05.10.1990
RM1,000
99.8
Investment
holding
(In Liquidation –
Malaysia
(In
Liquidation
–
Malaysia
Voluntary)
(In Liquidation
–
Malaysia
Voluntary)
Issued and paid up
Voluntary)
Voluntary)
ordinary
shares// of RM1.00
each
1,331,174,812
Exuniq
Sdn
07.05.1990
RM10,000
100
Investment
holding
Exuniq1,331,174,812
Sdn Bhd
Bhd
07.05.1990
RM10,000
100
Investment
holding
Exuniq
Sdn
Bhd
07.05.1990
/
RM10,000
100
Investment
Malaysia
Exuniq Sdn Bhd
07.05.1990
RM10,000
100
Investment holding
holding
Malaysia /
Malaysia
Malaysia
Lion
20.10.1978
RM8,069,990
100
Provision
Lion Metal
Metal
20.10.1978 //
RM8,069,990
100
Provision of
of storage
storage facilities
facilities
Lion
Metal
20.10.1978
//
RM8,069,990
100
Provision
of
storage
Industries
Sdn
Bhd
Malaysia
Lion
Metal
20.10.1978
RM8,069,990
100
Provision
of
storage facilities
facilities
Industries Sdn Bhd
Malaysia
Industries
Malaysia
Malaysia
Industries Sdn
Sdn Bhd
Bhd
Lion
11.05.1979
RM8,000,000
70
Investment
Lion Plantations
Plantations
11.05.1979 //
RM8,000,000
70
Investment holding
holding
Lion
Plantations
11.05.1979
/
RM8,000,000
70
Investment
Sdn
Bhd
Malaysia
LionBhd
Plantations
11.05.1979
RM8,000,000
70
Investment holding
holding
Sdn
Malaysia /
Sdn
Malaysia
29
Sdn Bhd
Bhd
Malaysia
32
32
32
32
32
1.
Equity
Date/ Place of
NameACB was incorporated
Incorporation
up Share
Principal
Activities
in Malaysia
on 10 Capital
October 1974 (%)
as Kinta Steel
Sdn Bhd
under the Act
Lion Tooling
21.04.1989
RM2,000,000
100liabilityManufacture
tools
Bhd on Sdn
9 July 1976.
It was /converted
into a public limited
company onand
18sale
Juneof1982.
Bhd It adopted its current
Malaysia
and
dies
name on 12 December 1994. ACB was listed on the Main Board of the
Mastrama
Bhd
24.04.1985
/
Investment
BursaSdn
Securities
on 13 January
1983RM10,000
but was delisted on100
11 October
2007. holding
Malaysia
ACBHBI
is Sdn
an investment
company
are involved in property
Megasteel
14.03.1985holding
/
RM2 whose subsidiaries
100
Dormant
development
and
management,
plantations,
hotels
and
provision
of security services and
Bhd
Malaysia
Timuriang Sdn
17.07.1986 /
RM173,425,607
100
Investment holding
Bhd Prior to the GWRS,
Malaysia
ACB was in the business of an investment holding company whose
Visionwell
Sdn
17.04.1990
/ distribution
RM20,000,000
80 of tyres,
Property
development
hot briquetted
iron
(“HBI”),
and manufacture
rubber
compound and
Bhd other related products,
Malaysia
manufacture of light trucks and buses and motorcycle parts and
millMaju
operation,
development,
palm, processing
Ambang
Sdn property
14.11.1985
/
RM100,000
70 and oil# Investment
holding of palm
oil
and
plantation
management,
operation
of
departmental
stores
and
hypermarket
and
Bhd
Malaysia
stockbroking.
Subsidiaries of Akurjaya Sdn Bhd
14.12.1979 /
RM439,000
100
# Contract management
Anika
Malaysia
Developments
Sdn
Following
the implementation
of the GWRS by ACB in 2003, the ACB Group rationalised its
Bhd activities to concentrate on the operation of departmental stores and hypermarkets, cultivation
Aquabio
Holdings
development.
Sdn Bhd
18.03.1983 /
Malaysia
RM1,000,000
100
# Property development, and
sand mining and extraction
activities
subsidiary
Corporation
Limited,
which was subsequently
listed on
the Hong Kong
Chembong
Malayof PRG
16.04.1920
/
£347,945
100
# Ceased
operation
stock
exchange, andUnited
its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise
Rubber
Company
ACB Group’sKingdom
financial position and to raise funds to meet its borrowings repayment
(1920)the
Limited
Harbour Home Sdn
03.05.1984 /
RM585,000
100
# Cultivation of rubber and oil
Bhd Pursuant to the ACB
Malaysia
palm holding companies to
Scheme, ACB will dispose of all its property
Henrietta
Rubber
09.03.1912
£733,833
# Ceased
operation
inter-conditional
with the /ACB Scheme.
Accordingly,100
ACB will
eventually
no longer be
Estateinvolved
Limited in propertyUnited
development and management.
Kingdom
2. Lion Commodities
SHARE CAPITAL
22.03.1982 /
RM4,000,000
100
# Ceased operation
And Futures
Malaysia
TheSdn
authorised,
issued and paid-up share capital of ACB as at LPD are as follows:Trading
Bhd
TypeSdn
Lion Plaza
14.06.1963 /
RM3,418,860
Bhd
Malaysia
Authorised
Lion Seatings
Sdn ordinary
28.02.1985
/ of RM1.00
RM10,375,000
2,000,000,000
shares
each
Bhd
Malaysia
Issued and paid up
100
Totaldevelopment
# Property
RM
100
#2,000,000,000
Cultivation of oil palm and
property development
Pacific1,331,174,812
Agriculture ordinary
08.12.1980
/ of RM1.00
RM1,518,811.15
shares
each
And Development
Malaysia
Sdn Bhd
100
#1,331,174,812
Cultivation of oil palm and
rubber, and property
development
Segamat Land
Berhad
100
# Ceased operation
26.08.1971 /
Malaysia
RM10,000,000
29
33
33
1.
Equity
Date/ Place of
in Malaysia
on 10 Capital
October 1974 (%)
as Kinta Steel
Sdn Bhd
under the Act
Incorporation
up Share
Principal
Activities
The Brooklands
11.04.1910
100liability#company
Cultivation
palm1982.
and
Bhd on 9 July 1976.
It was /converted£312,093
onof18oilJune
Selangor
Rubber
United
property
development
Company
Limited
Kingdom
Bursa
Securities on
13 January 1983 but was delisted on 11 October 2007.
The Lenggeng
12.07.1910 /
£107,291.30
100
# Landscaping business
ACB is an investment
holding company whose subsidiaries are involved in property
Rubber Company
United
development and Kingdom
management, plantations, hotels and provision of security services and
Limited
Subsidiaries of Ambang Jaya Sdn Bhd
Budmouth
Limited were03.02.1994
HKD2
100
# Investment
subsidiaries
involved /in the manufacturing
and marketing
of
steel bars,holding
wire rods and
Hong
Kong distribution and manufacture of tyres, rubber compound and
hot briquetted iron
(“HBI”),
SAR manufacture of light trucks and buses and motorcycle parts and
other related products,
21.07.1994 /
HKD2
# Investment holding
beer brewing,
integrated wood100
based activities
and pulp and paper
Hong Kong
mill operation, property
development,
cultivation
of
rubber
and
oil
palm,
processing of palm
SAR
stockbroking. 30.07.1992 /
Konming
HKD2
100
Cibber Limited
Investments
Hong Kong
Following the implementation
of the GWRS by ACB in 2003, the ACB Group rationalised its
Limited
SAR
Romiti
HKD2
Investment holding
ofLimited
rubber and oil27.01.1994
palm and/ processing
of palm oil and 100
plantation#management
and property
Hong
Kong
development.
SAR
stock
exchange, 06.09.1994
and its subsidiaries
(“Parkson Retail Group”)
in 2005
in orderholding
to rationalise
Amsteel
Holdings
/
HKD160,000,000
100
# Investment
ACB Group’s
financial
(HK) the
Limited
Hong
Kong position and to raise funds to meet its borrowings repayment
obligation pursuant to
the ACB Group’s debt restructuring scheme.
SAR
Subsidiaries of Amsteel Capital Holdings Sdn Bhd
Amsteel
Holdings
/
PHP12,805,600
100its property
# Investment
Pursuant
to the 03.03.1995
ACB Scheme,
ACB
will dispose of all
holdingholding
companies to
Philippines,Inc.
Limbungan EmasPhilippines
Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is
Datavest
Sdn Bhd
28.01.1987
/
RM20,000,000
involved
in property
development
and management.
Malaysia
100
2. P T Amsteel
SHARE CAPITAL
13.07.1995 /
Rp11,000,000,000
85
# Ceased operation
Securities
Indonesia
The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Indonesia
AmcapType
Consultants
Ltd
Authorised
Total
# Ceased
operation
RM
20.12.1994 /
HKD2,000,000
Hong Kong
SAR
Subsidiaries of Amsteel Equity Capital Sdn Bhd
Issued and paid up
100
1,331,174,812
ordinary
shares
each
Amsteel
Equity
14.12.1984
/ of RM1.00
RM1,000,000
Realty (M) Sdn
Malaysia
Bhd
100
#1,331,174,812
Property investment and
management
Amsteel Research
(M) Sdn Bhd
100
# Dormant
07.05.1990 /
Malaysia
RM500,000
29
34
34
2,000,000,000
1.
Equity
Date/ Place of
Name
Incorporation
up Share
Principal
ACB was incorporated
in Malaysia
on 10 Capital
October 1974 (%)
as Kinta Steel
Sdn Activities
Bhd under the Act
Subsidiary
Holdings
Limited
Bhd onof9Amsteel
July 1976.
It was(HK)
converted
into a public limited liability company on 18 June 1982.
Amsteel Finance
23.02.1995 /
HKD10,000,000
# Ceased operation
Bursa Securities on
13 January 1983
but was delisted on100
11 October
2007.
(HK) Limited
Hong Kong
SAR
development
andHoldings
management,
plantations, hotels and provision of security services and
Subsidiary
of Amsteel
Philippines,Inc.
Amsteel Securities
03.03.1995 /
PHP271,820,600
100
# Ceased operation
Philippines,
Inc.
Philippines
other related products,
manufacture
of light trucks and
buses #and
motorcycle parts and
AMS Securities (S)
13.01.1996 /
SGD10,000,000
100
Ceased operation
accessories,
sale
and
distribution
of
“Suzuki”
motorcycles
and
motor
vehicles
and assembly
Pte Ltd
Singapore
millStrategic
operation, property
development,
palm, operation
processing of palm
Amsteel
20.10.1997
/
PHP7,500,000
100 and oil
# Ceased
Investors
Philippines
oil and plantation
management, operation of departmental stores and hypermarket and
Alliance,Inc.
stockbroking.
Subsidiaries of Amsteel Securities Philippines, Inc.
Subsidiaries
of Angkasa
Marketing (Singapore)
Pte by
LtdACB in 2003, the ACB Group rationalised its
Following
the implementation
of the GWRS
Angkasa Logistic
19.05.1993 /
SGD200,000
100
# Transportation and logistic
of rubber and oil palm
and processing of palm oil and plantationservices
management and property
Pte Ltd
Singapore
development.
Geldart Investment
21.01.1994 /
SGD5,000,000
100
Pte Ltd
Subsequently in Singapore
2004, the ACB Group disposed of Parkson Retail Group Limited, a
Subsidiary
of Arapropand
Development
Sdn Bhd
stock exchange,
its subsidiaries
(“Parkson Retail Group”) in 2005 in order to rationalise
20.07.1998 /
RM10,000
52.52
Ceased operation
obligation pursuantMalaysia
to the ACB Group’s debt restructuring scheme.
Dwiwater Sdn Bhd
PursuantoftoAyer
theKeroh
ACB Resort
Scheme,
Subsidiaries
SdnACB
Bhd will dispose of all its property holding companies to
Hy-Line
Berhad
07.07.1986
/
RM10,500,000
# Operation
and no
management
inter-conditional
with the ACB
Scheme.
Accordingly,100
ACB will
eventually
longer be
Malaysia
of a golf and country club
involved in property
Kelana
09.08.1990 /
2. Khidmat
SHARE
CAPITAL
(M) Sdn Bhd
RM10,000
100
Malaysia
The authorised,
issued
and paid-up
share
capital of ACB100
as at LPD# are
as follows:02.03.1985
/
RM87
Investment
holding
KL Home,
Garden
Malaysia
& Leisure Centre
Type
Total
Sdn Bhd
RM
Authorised
Masbeef Sdn Bhd
11.08.1982 /
RM10,000
100
Malaysia
2,000,000,000 ordinary
shares of RM1.00 each
2,000,000,000
Issued and paid up
Sea World
24.08.1985 /
RM100,000
Attraction
Sdn Bhd ordinary
Malaysia
1,331,174,812
100
1,331,174,812
Secom (Malaysia)
Sdn Bhd
13.01.1986 /
Malaysia
RM10,000,000
51
# Provision of security services
and sale of security related
equipment
Stowinco Sdn Bhd
28.06.1990 /
Malaysia
RM20,000
100
29
35
35
1.
Equity
Date/ Place of
Incorporation
up Share
Principal
Activities
in Malaysia
on 10 Capital
October 1974 (%)
as Kinta Steel
Sdn Bhd
under the Act
Superior
18.07.1990
RM10,000
100liability#company
Investment
Bhd on 9 July 1976.
It was /converted
onholding
18 June 1982.
Achievement
Sdn
Malaysia
Bhd Bursa Securities on 13 January 1983 but was delisted on 11 October 2007.
Subsidiary of Cibber Limited
development
and06.09.1994
management,
plantations, hotels and60provision# Ownership
of security
Jilin Motor
City
/
Rmb100,000,000
andservices
operationand
of a
security
equipment.
Park Hotel
Co related
Ltd
People’s
hotel
Republic of
China
Prior to the GWRS,
ACB was in the business of an investment holding company whose
Subsidiary
of Datavest
Sdn(“HBI”),
Bhd
hot briquetted
iron
distribution and manufacture of tyres, rubber compound and
Amsteel
Equity
/
RM185,000,000
100 and motor
# Ceased
operation
accessories,
sale 08.10.1979
and distribution
of “Suzuki” motorcycles
vehicles
and assembly
Capital Sdn Bhd
Malaysia
mill operation,
property
development, cultivation of rubber and oil palm, processing of palm
Subsidiary
of Mastrama
Sdn Bhd
stockbroking.
Salient
Care Sdn
20.08.1993 /
RM2,000,000
70
# Dormant
Bhd
Malaysia
Subsidiary
of Parkson’s
Holdings
(S) operation
Pte Ltd of departmental stores and hypermarkets, cultivation
activities
to concentrate
on the
Parkson
Superstore
29.04.1988 /
HKD2
100
# Dormant
development.
(HK) Limited
Hong Kong
SAR
subsidiary
of PRG
Corporation
Limited, which was subsequently listed on the Hong Kong
Subsidiary
of Secom
(Malaysia)
Sdn Bhd
the ACB Group’s
financial position RM10
and to raise funds60to meet#its
borrowings repayment
09.07.2008/
Dormant
Secom-Kop
obligation
to the ACB Group’s debt restructuring scheme.
Malaysia
Security
Systems pursuant
Sdn Bhd
Subsidiary
of Sukhothai
FoodBhd.
Sdn The
Bhd Offer is conditional upon the LCB Scheme, which in turn is
Limbungan
Emas Sdn
Masoni
Investment
01.12.1993
/
SGD9,500,000
involved
in property
development
and management.
Pte Ltd
Singapore
100
2. Subsidiaries
SHAREofCAPITAL
The Brooklands Selangor Rubber Company Limited
and paid-up
share capital of ACB100
as at LPD#are
as follows:Andalas
03.07.1989
/
RM250,000
Property
development
Development Sdn
Malaysia
Total
Bhd Type
RM
Authorised
Araprop
03.07.1989 /
RM5,130,002
100
# Property development
Development
Sdn
Malaysia
2,000,000,000
ordinary
2,000,000,000
Bhd
Issued and paid up
P T Kebunaria
23.09.1987
/ of RM1.00
Rp20,000,000,000
1,331,174,812 ordinary
shares
each
Indonesia
29
36
36
85
#1,331,174,812
Cultivation of oil palm
1.
Equity
Date/ Place of
Incorporation
up Share
Principal
Activities
in Malaysia
on 10 Capital
October 1974 (%)
as Kinta Steel
Sdn Bhd
under the Act
Subsidiaries
The Lenggeng
Rubber
Company
Bhd on of
9 July
1976. It was
converted
into Limited
a public limited liability company on 18 June 1982.
Bandar Akademia
31.12.1968 /
RM16,154,915
100
# Real estate development
Bursa Securities onMalaysia
13 January 1983 but was delisted on 11 October 2007.
Sdn Bhd
ACB
is an investment
company whose subsidiaries
in property
Bandar
Akademia
09.12.1987holding
/
RM3,000,000
100
#are
Realinvolved
estate development
development
and
management,
plantations,
hotels
and
provision
of
security
services
and
Corporation (M)
Malaysia
Sdn Bhd
Subsidiaries
Timuriang
Bhdwas in the business of an investment holding company whose
Prior toofthe
GWRS,Sdn
ACB
Davids
12.04.1993
/ distribution
RM8,000,000
51 of tyres,
# Ceased
operation
hot briquetted iron
(“HBI”),
and manufacture
rubber
compound and
Warehousing
Sdn
Malaysia
Bhd
(In Liquidation –
Voluntary)
oil and
plantation
management,
operation of departmental
stores
and operation
hypermarket and
Kobayashi
Optical
17.07.1992
/
RM1,000,000
70
# Ceased
stockbroking.
Sdn Bhd
Malaysia
29.05.1990 / of the GWRS
SGD2 by ACB in 100
Dormant
Kobayashi
Opticalthe implementation
Following
2003, the #ACB
Group rationalised its
Singapore
(S) Pte
Ltd
Parkson’s
Holdings
development.
(S) Pte Ltd
04.09.1987 /
Singapore
SGD100,000
100
Subsequently
in28.07.1988
2004, the/ ACBRM39,321,000
Group disposed of100
Parkson #Retail
Group
Limited, a
Parkson
Retail
Investment
holding
subsidiary
of
PRG
Corporation
Limited,
which
was
subsequently
listed
on
the
Hong
Kong
Consulting And
Malaysia
stock exchange,
and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise
Management
Sdn
Bhd the ACB Group’s financial position and to raise funds to meet its borrowings repayment
Sukhothai Food
14.03.1985 /
RM50,000,000
100
Sdn Bhd
Malaysia
Pursuant to the ACB
Scheme, ACB will dispose of all its property holding companies to
Umatrac
RM141,400
# Investment
inter-conditional11.10.1983
with the /ACB Scheme.
Accordingly,100
ACB will
eventuallyholding
no longer be
Enterprises Sdn
Malaysia
involved
in
property
development
and
management.
Bhd
2. WGDSHARE
Retail CAPITAL
28.07.1988 /
RM280,402.70
100
# Provision of retail design
Consultancy Sdn
Malaysia
consultancy services and sale of
are as follows:Bhd The authorised, issued and paid-up share capital of ACB as at LPDshoes
Type
Benecorp
Sdn Bhd
13.02.1992 /
Malaysia
RM200,000
Authorised
Natvest Parkson
11.12.1987 /
RM13,620,000
Sdn Bhd
Malaysia
Issued and paid up
Subsidiary
of Umatrac
Enterprises
Sdn
Bhd each
1,331,174,812
ordinary
shares of
RM1.00
Hiap Joo Chong
Realty Sdn Bhd
17.06.1974 /
Malaysia
RM1,000,000
Note:
#
Holding in equity by subsidiary companies.
29
37
37
100
100
Total of retail outlets
# Operations
sellingRM
clothes, apparels and
related accessories
2,000,000,000
1,331,174,812
100
1.
Associated
HISTORYCompanies
AND BUSINESS
Equity
ACB was incorporated in Malaysia on 10 October 1974
as Kinta Steel Sdn Bhd under the Act
Date/ Place of Issued and Paid-up
Interest
Name
Incorporation
Share Capital
(%)
It adopted its current
name/ on 12 December
was listed
on the Main
Board of the
Bonuskad
05.07.1997
RM800 1994. ACB25
# Providing
marketing
Bursa
Securities
on
13
January
1983
but
was
delisted
on
11
October
2007.
Loyalty Sdn Bhd
Malaysia
services by means of
“BonusLink Loyalty
ACB is an investment holding company whose subsidiaries Programme”
Changchun
Rmb2,295,000
49
# Manufacture of engines
security related20.10.1994
equipment./
Changlin Engine
People’s
Co Ltd
Republic
of was in the business of an investment holding company whose
Prior to the GWRS, ACB
China
hot briquetted 20.10.1994
iron (“HBI”),
distribution
and manufacture
of tyres,
rubber compound and
Changchun
/
Rmb230,400,000
49
# Manufacture of motorcycles
other
related
products,
manufacture
of
light
trucks
and
buses
and
motorcycle parts and
Changlin
People’s
accessories,
sale
and
distribution
of
“Suzuki”
motorcycles
and
motor
vehicles
and assembly
Motorcycle Co
Republic of
Ltd of “Suzuki” motorcycles,
China beer brewing, integrated wood based activities and pulp and paper
Davids
11.01.1993
/
RM12,450,000
49.16
# Ceased
oil and plantation
management,
operation of departmental
stores
and operation
hypermarket and
Distribution
Sdn
Malaysia
stockbroking.
Bhd
(under
court
Following
the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its
liquidation)
of rubber and oil
palm and processing
of palm oil and plantation
management and property
Inverfin Sdn Bhd
15.12.1984 /
RM10,000,003
20
Property investment, office
development. Malaysia
management and food and
beverage catering
of PRG
Corporation
Limited,
which was subsequently
listed on the
Hong Kong
Lion subsidiary
Mutiara
02.11.1983
/
RM24,000,000
30
# Investment
holding
Parade
Sdn
Bhd
Malaysia
06.09.1990
SGD33,000,000
42.50
Lion obligation
Asia
pursuant
to the /ACB Group’s
debt restructuring
scheme.# Investment holding
Investment Pte
Ltd
Singapore
Steel Industries
08.05.1993 /
Limbungan Emas
Sdn Bhd. The Offer
is conditional upon
the LCB
Scheme, which in turn is
Lion Jianmin Pte
27.08.1993 /
SGD1,000
30
with the ACB Scheme. Accordingly, ACB will eventually no longer be
Ltd inter-conditionalSingapore
involved in property development and management.
RM20,000,000
2. (Sabah)
SHARE
CAPITAL
Sdn Bhd
Malaysia
20
Manufacturing and trading of
steel bars
RM340,351,836.44
holding
Silverstone
The authorised,25.08.1978
issued and/ paid-up
share capital of ACB28.86
as at LPDInvestment
are as follows:Malaysia
#18.16
Corporation
BerhadType
Total
RM
Authorised
Note:ordinary shares
of RM1.00 each
# 2,000,000,000
Held by subsidiary
companies.
2,000,000,000
Issued and paid up
29
38
38
1,331,174,812
6.
1.
PROFIT AND
DIVIDEND
RECORD
HISTORY
AND
BUSINESS
The
and dividendinrecord
of ACB
based
on the
audited
consolidated
statements
ACBprofit
was incorporated
Malaysia
on 10
October
1974
as Kinta
Steel Sdnfinancial
Bhd under
the Act
for
past five
(5) FYE
30 June
2008 are
as follows:as athe
private
limited
liability
company.
It changed
its name to Amalgamated Steel Mills Sdn
Audited
It adopted its current name on 12 December 1994. ACB was listed
on the Main Board of the
Bursa
Securities
on 13 January 1983 but was
delisted
on
11
October
2007. 2007
Audited
FYE 30 June
2004
2005
2006
2008
RM’000
RM’000
RM’000
RM’000
RM’000
118,316
(201)
37,290
71,364
(35,929)
ACB
is an investment holding company whose subsidiaries are involved in property
Revenue
2,421,041
447,724
383,243
215,654
230,113
PBT/(LBT)
Prior
to the GWRS, ACB was in the (51,013)
business of an
investment
holding
company (5,943)
whose
Taxation
10,001
(29,945)
(17,143)
subsidiaries
were
involved
in
the
manufacturing
and
marketing
of
steel
bars,
wire
rods
and
PAT/(LAT)
67,303
9,800
7,345
54,221
(41,872)
Loss onrelated
discontinued
other
products, manufacture of light trucks and buses and motorcycle parts and
operations sale and distribution of “Suzuki” motorcycles
- and motor- vehicles
(80,636)
(28,556)
accessories,
and assembly
Minority
interests
(43,586)
(3,186)
847
(1,856)
of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and(3,231)
paper
mill
property to
development, cultivation of rubber and oil palm, processing of palm
Profitoperation,
/ (Loss) attributable
23,717
6,614
8,192 and(28,271)
(73,659)
shareholders
oil
and plantation management, operation
of departmental
stores
hypermarket
and
stockbroking.
Net EPS / (LPS) (sen)
1.8
0.5
0.6
(2.1)
(5.5)
1,331,175
1,331,175
1,331,175
1,331,175
1,331,175
Gross dividend rate (%)
activities
to concentrate on the operation of departmental
stores
and hypermarkets,
cultivationShareholders’
213,449
207,242
82,195
989
of
rubber andFund/NA
oil palm and processing of
palm oil 230,779
and plantation
management
and property
development.
NTA
155,039
178,159
157,925
82,195
989
No. of Shares (‘000)
Total borrowings
3,161,895 3,119,999 2,783,657 2,699,146 2,677,069
Gearing
(times) and its subsidiaries (“Parkson
14.81Retail 13.52
32.84
2,706.84
stock
exchange,
Group”) in 13.43
2005 in order
to rationalise
obligation
pursuant to the ACB Group’s debt restructuring scheme.
Notes:(1) There were no extraordinary items reported in the past five FYE 30 June 2004 to 30 June 2008.
(2) The audited financial statements of ACB for the FYE 30 June 2004 to FYE 30 June 2006 were restated to
Limbungan
Sdn
Bhd.
Offer is
conditional
upon
the LCB Scheme, which in turn is
reflect theEmas
adoption
of the
newThe
and revised
financial
reporting
standards.
inter-conditional
with the ACB Scheme. Accordingly, ACB will eventually no longer be
(3) The audited financial statements of ACB for the FYE 30 June 2007 were restated to reflect the effects of the
involved
in property
discontinued
operations.
2.
SHARE CAPITAL
The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Type
Total
RM
Authorised
2,000,000,000
Issued and paid up
29
39
1,331,174,812
7.
1.
STATEMENT
OFBUSINESS
ASSETS AND LIABILITIES
HISTORY
AND
The statement
of assetsin and
liabilities
ACB based
onKinta
the audited
consolidated
ACB
was incorporated
Malaysia
on 10ofOctober
1974 as
Steel Sdn
Bhd under balance
the Act
sheet
as at 30limited
June 2007
and company.
2008 are asItfollows:
as
a private
liability
changed its name to Amalgamated Steel Mills Sdn
It adopted its current name on 12 December 1994. ACB was listedAudited
on the Main BoardAudited
of the
30.06.2007
30.06.2008
RM’000
RM’000
ASSETS
ACB
is anplant
investment
holding company whose subsidiaries 385,052
Property,
and equipment
90,731
development
and
management,
plantations,
hotels
and
provision
of security services and
Prepaid land lease payments
27,147
923
security
related
equipment.
Biological
assets
28,550
16,804
Associated companies
74,038
24,408
Investments
1,267,755
Prior
to the GWRS, ACB was in the business of an investment
holding company 794,916
whose
Land held were
for property
development
subsidiaries
involved
in the manufacturing and marketing of298,465
steel bars, wire rods andtax assets
hotDeferred
briquetted
iron (“HBI”), distribution and manufacture of tyres,5,139
rubber compound andTotal
non-current
assets
2,086,146
927,782
other related products, manufacture of light trucks and buses and motorcycle parts
and
Investments
297,591
of “Suzuki”
motorcycles, beer brewing, integrated wood based activities
and pulp and732,841
paper
Property development costs
114,618
577
millInventories
operation, property development, cultivation of rubber and oil158,949
palm, processing of10,080
palm
oil Receivables
and plantation management, operation of departmental stores
and hypermarket
and
292,051
152,643
stockbroking.
Tax recoverable
32,737
9,631
Deposits, cash and bank balances
169,921
117,105
Following
theassets
implementation of the GWRS by ACB in 2003, the1,065,867
ACB Group rationalised
its
Total current
1,022,877
classified
held for
6,319
ofAssets
rubber
and oilaspalm
andsale
processing of palm oil and plantation management
and 1,108,187
property
development.
TOTAL ASSETS
3,158,332
3,058,846
EQUITY AND
LIABILITIES
subsidiary
of PRG
Corporation Limited, which was subsequently listed on the Hong Kong
Share
capital
1,331,175
stock exchange, and its subsidiaries (“Parkson Retail Group”) in1,331,175
2005 in order to rationalise
Share premium
230,188
230,188
Reserves
651,317
645,766
obligation
pursuant
Accumulated
lossesto the ACB Group’s debt restructuring scheme.
(2,130,485)
(2,206,140)
Equity attributable to equity holders of the Company
82,195
989
1,163,358
842,355
67
2,677
1,376
846,475
Limbungan
Emas Sdn Bhd. The Offer is conditional upon the LCB 24,597
Scheme, which in turn
is
Minority Interests
22,955
involved
property development and management.
TOTAL in
EQUITY
106,792
23,944
2.
LIABILITIES
SHARE
CAPITAL
ACB Bonds and USD Debts
Long
term borrowings
The
authorised,
issued and paid-up share capital of ACB as at LPD are4,024
as follows:Finance lease liabilities
Deferred liabilities
Type
Deferred tax liabilities
Total non-current liabilities
Authorised
214
8,056
Total
10,027
RM
1,185,679
2,000,000,000
ordinary shares of RM1.00 each
Payables
Financeand
lease
liabilities
Issued
paid
up
Provisions
ACB Bonds and USD Debts
Short term borrowings
Tax liabilities
Total current liabilities
Liabilities classified as held for sale
2,000,000,000
281,415
102
27,060
1,331,174,812
1,503,433
28,331
25,520
1,865,861
-
93,529
17
5
1,811,839
22,875
75
1,928,340
260,087
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
3,051,540
3,158,332
3,034,902
3,058,846
29
40
40
APPENDIX II – INFORMATION ON LCB
1.
LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited
liability company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently
changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a
public company and adopted its current name on 30 May 1981.
LCB is an investment holding company whose subsidiaries are involved in the manufacturing
and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing,
distribution and trading of office equipment and steel related products; share registration and
secretarial services; and the assembly, sale and distribution of commercial vehicles.
LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was
incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of
HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The
Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial
production of HRC in March 1999. With an annual rated production capacity of 2 million
metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in
the country.
2.
SHARE CAPITAL
The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Type
Total
RM
Authorised
3,000,000,000
Issued and paid up
1,899,525,831
41
41
APPENDIX II – INFORMATION ON LCB (CONT’D)
3.
SUBSTANTIAL
SHAREHOLDERS
3.
SUBSTANTIAL
SHAREHOLDERS
3.
SUBSTANTIAL
SHAREHOLDERS
1.
3.
SUBSTANTIAL
SHAREHOLDERS
Based
on
the
Register
of
Substantial
Shareholders,
the
substantial
shareholders
of
LCB
and
Based
on
the
Register
of
Substantial
Shareholders,
the
substantial
shareholders
of
LCB
and
Based
on
the
Register
of
Substantial
Shareholders,
the
substantial
shareholders
of
LCB
and
LCB
was
incorporated
in
Malaysia
on
27
September
1972
under
the
Act
as
a
private
limited
Based
on
the
Register
of
Substantial
Shareholders,
the
substantial
shareholders
of
LCB
and
their
equity
interests
in
the
company
as
at
LPD
are
as
follows:their
equity
interests
in
the
company
as
at
LPD
are
as
follows:their
equity
interests
in
the
company
as
at
LPD
are
as
follows:liability
company
name as
ofatLion
Chiang) Sdn Berhad. It subsequently
their
equity
interestsunder
in thethe
company
LPD (Teck
are as follows:changed its Nationality/
name to Lion Corporation
Sdn Bhd on 18 Indirect
May 1981. It was converted into a
Direct
Nationality/
Direct
Indirect
Nationality/
Direct
Indirect
public company
and
adopted
its
current
name
on
30
May
1981.
Nationality/
Direct
Indirect
Country of
Country
of
No.
of
No.
of
RCSLS
Country
No.
of
No.
of
RCSLS
Country of
of
No.
of
No.
of
RCSLS
Incorporation
Incorporation
No.
of
No.
of
RCSLS
Shares
%
No.
of
Shares
%
ESOS
(RM)
Incorporation
Shares
%
No.
of
Shares
%
ESOS
(RM)
Incorporation
LCB is an investment
holding company
whose
subsidiaries
are
involved
in
the
manufacturing
Shares
%
No.
of
Shares
%
ESOS
(RM)
Shares
%
No. of Sharesaa
%
ESOS
(RM)kk
TSWC
Malaysia
458,685
0.02
1,646,549,994
86.68
490,000
1,218,342
a
k
TSWC
Malaysia
458,685
0.02
1,646,549,994
86.68
490,000
1,218,342
and
marketing
of
steel
products
such
as
HRC,
CRC,
bands,
plates
and
sheets;
manufacturing,
a
kl
TSWC
Malaysia
458,685
0.02
1,646,549,994
86.68
490,000
1,218,342
TSWC distribution and
Malaysia
0.02
1,646,549,994
86.68share
490,000
1,218,342
l
102,397,059
l
trading of office458,685
equipment
and steel
related products;
registration
and
102,397,059
l
102,397,059
bb
102,397,059
DAC
Malaysia
10,209,517
0.54
1,579,405,325
83.15
secretarial
services;
and
the
assembly,
sale
and
distribution
of
commercial
vehicles.
b
DAC
Malaysia
10,209,517
0.54 1,579,405,325
1,579,405,325 b 83.15
83.15
DAC
Malaysia
10,209,517
0.54
DAC
Malaysia
10,209,517
0.54 1,579,405,325
83.15
Permanent
Permanent
Permanent
Permanent
Resident
Resident
LCB’s core Resident
manufacturing activities are carried out viac Megasteel. Megasteel was
Resident
c
Lion
Realty
Pte
Singapore
6,946,565
1,570,998,174
82.70
c
incorporated
in
Malaysia in 1989
under the0.37
Act. Its
principal activity
is the manufacturing of --Lion
Realty
Pte
Singapore
6,946,565
0.37
1,570,998,174
82.70
c
Lion
Realty
Pte
Singapore
6,946,565
0.37
1,570,998,174
82.70
Lion
Realty
Pte
Singapore
6,946,565
0.37
1,570,998,174
82.70
Ltd
Ltd
HRC, CRC, sheets, plates and bands, generically known as hotd rolled flat steel products. The Ltd
Ltd Development
d
Lion
Malaysia
2,541,094
0.13
1,568,457,080
82.57
d
Lion
Development
Malaysia
2,541,094
0.13
1,568,457,080
82.57
Megasteel plant,
which is located
in Banting,
Selangor Darul
Ehsan, commenced trial --d
Lion
Development
Malaysia
2,541,094
0.13
1,568,457,080
82.57
Lion
Development
Malaysia
2,541,094
0.13
1,568,457,080
82.57
(Penang)
Sdn
Bhd
(Penang)
Sdn
Bhd
production
of HRC in March 1999. With an annual rated production capacity of 2 million (Penang)
Sdn
Bhd
(Penang)
Sdn
Bhd
Horizon
Towers
19.45
-- rolled
-- flat steel products in -Horizon
Towers
Malaysia
369,505,491
19.45manufacturer of hot
metric tonnes,Malaysia
Megasteel is 369,505,491
currently the only
Horizon
Towers
Malaysia
369,505,491
---Horizon
Towers
Malaysia
369,505,491 19.45
19.45
Sdn
Bhd
Sdn
Bhd
the
country.
Sdn
Bhd
Sdn
Bhd
LDH
(S)
Pte
Singapore
226,716,252
11.94
---LDH
(S)
Pte Ltd
Ltd
Singapore
226,716,252
11.94
LDH
(S)
Singapore
226,716,252
11.94
--e
---l
LDH
(S) Pte
Pte Ltd
Ltd
Singapore
226,716,252
11.94
e
l
LICB
Malaysia
1,727,361
0.09
1,126,368,339
59.30
38,233,300
e
l
LICB
Malaysia
1,727,361
0.09
1,126,368,339
59.30
38,233,300
ef
l
LICB
Malaysia
1,727,361
0.09
1,126,368,339
59.30
38,233,300
LICB
Malaysia
1,727,361
0.09
1,126,368,339
59.30
38,233,300
f
LDHB
Malaysia
402,661,977
21.20
718,894,252
37.85
-2.
SHARE
CAPITAL
f
LDHB
Malaysia
402,661,977
21.20
718,894,252
37.85
f
LDHB
Malaysia
402,661,977
21.20
718,894,252
37.85
LDHB
Malaysia
402,661,977
21.20
718,894,252 g 37.85
-l
Amsteel
Malaysia
985,968
0.05
21,884,800
Amsteel Mills
Mills Sdn
Sdn
Malaysia
985,968
0.05 1,125,378,171
1,125,378,171 ggg 59.25
59.25
21,884,800 lll
Amsteel
Mills
Sdn
Malaysia
985,968
0.05
1,125,378,171
59.25
21,884,800
Amsteel Mills
Malaysia
985,968
0.05 of1,125,378,171
Bhd
The Sdn
authorised,
issued and paid-up
share capital
LCB as at LPD 59.25
are as follows:- 21,884,800
Bhd
Bhd
hh
ll
Bhd
Steelcorp
Sdn
Bhd
Malaysia
1,126,364,139
59.30
21,884,800
h
l
Steelcorp
Sdn
Bhd
Malaysia
--- 1,126,364,139
59.30
21,884,800
h
Steelcorp
Sdn
Bhd
Malaysia
1,126,364,139
59.30
21,884,800
h
lll
Steelcorp
Sdn
Bhd
Malaysia
--- 1,126,364,139
59.30Total
21,884,800
h
LLB
Steel
Malaysia
1,126,364,139
59.30
21,884,800
Type
h
l
LLB
Steel
Malaysia
1,126,364,139
59.30
21,884,800
h
LLB
Steel
Malaysia
1,126,364,139
59.30
21,884,800
LLB
Steel Sdn
Malaysia
- 1,126,364,139
59.30RM
21,884,800 l
Industries
Bhd
Industries
Sdn
Bhd
Industries
Sdn
Bhd
ii
Industries
Sdn
Bhd
Narajaya
Sdn
Bhd
Malaysia
16,559,848
0.87
1,121,556,229
59.04
-Authorised
i
Narajaya
Sdn
Bhd
Malaysia
16,559,848
0.87
1,121,556,229
59.04
i
Narajaya
Sdn
Bhd
Malaysia
16,559,848
0.87
1,121,556,229
59.04
-Narajaya
Sdn
Bhd
Malaysia
16,559,848
0.87
1,121,556,229
59.04Teraju
Varia
Sdn
Malaysia
402,230,000
21.18
3,000,000,000
ordinary
shares
of
RM1.00
each
3,000,000,000
Teraju
Varia
Sdn
Malaysia
402,230,000
21.18
Teraju
Varia
Malaysia
402,230,000
----Teraju
Varia Sdn
Sdn
Malaysia
402,230,000 21.18
21.18
Bhd
Bhd
Bhd
Issued
and
paid
up
j
Bhd Step
j
Excel
British
Virgin
--402,230,000
21.18
--j
Excel
Step
British
Virgin
402,230,000
21.18
j
Excel
Step
British
Virgin
402,230,000
21.18
-1,899,525,831
ordinary
shares of RM1.00-- each -1,899,525,831 -Excel
Step
British
Virgin
402,230,000
21.18
Investments
Islands
Investments
Islands
Investments
Islands
Investments
Islands
Limited
Limited
Limited
Limited
Notes:Notes:Notes:Notes:aa
Deemed
interested
by
of
6A
the
Act
via
William
Sdn
Lion
Sdn
Deemed
interested
by virtue
virtue
of Section
Section
6A of
of
the
Act held
held
via
William Cheng
Cheng
Sdn Bhd,
Bhd,
Lion Holdings
Holdings
Sdn
aa
Deemed
interested
virtue
Section
of
the
held
via
Cheng
Bhd,
Holdings
Sdn
Bhd, LDHB,
LDHB,
LICB,by
Bayview
Properties
Sdn
Bhd,
Lion
Management
Sdn
Bhd,Sdn
Horizon
Towers
Sdn Bhd,
Bhd,
Deemed
interested
byBayview
virtue of
ofProperties
Section 6A
6A
of Bhd,
the Act
Act
held
via William
WilliamSdn
Cheng
Sdn
Bhd, Lion
Lion
Holdings
Sdn
Bhd,
LICB,
Sdn
Lion
Management
Bhd,
Horizon
Towers
Sdn
Bhd,
LDHB,
LICB,
Bayview
Properties
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Towers
Sdn
Bhd,
Lancaster
Trading
Company
Limited,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
LDHB,
LICB,
Bayview
Properties
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Towers
Sdn
Bhd,
Lancaster
Trading
Company
Limited,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Happyvest
(M)
Sdn
Lancaster
Trading
Company
Limited,
Araniaga
Holdings
Sdn
Panoron
Sdn
(M)
Bhd,
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Amanvest
Lancaster
Trading
Company
Limited,
Araniaga
Holdings
Sdn Bhd,
Bhd,
Panoron
Sdn Bhd,
Bhd, Happyvest
Happyvest
(M) Sdn
Sdn
Bhd,
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Amanvest
Bhd,
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Amanvest
(M)
Sdn
Bhd,
Lion
Holdings
Pte
Ltd,
Viewtrain
Company
Limited,
Billion
Grow
Limited,
Lion
Development
Bhd,
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Amanvest
(M)
Sdn
Bhd,
Lion
Holdings
Pte
Ltd,
Viewtrain
Company
Limited,
Billion
Grow
Limited,
Lion
Development
(M)
Sdn
Lion
Holdings
Pte
Ltd,
Viewtrain
Company
Limited,
Grow
Limited,
Lion
Development
(Penang)
Sdn
Bhd,
Trillionvest
Silverstone
Corporation
Berhad,
Projek
Jaya
Sdn
Bhd,
Ceemax
(M)
Sdn Bhd,
Bhd,
Lion
Holdings
Pte Sdn
Ltd, Bhd,
Viewtrain
Company
Limited, Billion
Billion
Grow
Limited,
Lion
Development
(Penang)
Sdn
Bhd,
Trillionvest
Sdn
Bhd,
Silverstone
Corporation
Berhad,
Projek
Jaya
Sdn
Bhd,
Ceemax
(Penang)
Sdn
Bhd,
Trillionvest
Sdn
Bhd,
Silverstone
Corporation
Berhad,
Projek
Jaya
Sdn
Bhd,
Ceemax
Electronics
SdnBhd,
Bhd,Trillionvest
Amsteel Mills
Mills
Sdn
Bhd,
Exuniq Corporation
Sdn Bhd,
Bhd, LDH
LDH
(S) Pte
PteProjek
Ltd, Sims
Sims
Holdings
Sdn
Bhd,
(Penang) Sdn
Sdn Sdn
Bhd,Bhd,
Silverstone
Berhad,
JayaHoldings
Sdn Bhd,Sdn
Ceemax
Electronics
Sdn
Bhd,
Amsteel
Exuniq
Sdn
(S)
Ltd,
Bhd,
Electronics
Sdn
Bhd,
Amsteel
Mills
Sdn
Bhd,
Exuniq
Sdn
Bhd,
LDH
(S)
Pte
Ltd,
Sims
Holdings
Sdn
Bhd,
Umatrac
Enterprises
Sdn
Bhd,
ACB,
Narajaya
Sdn
Bhd,
Sin
Seng
Investments
Pte
Ltd,
Actual
Best
Limited,
Electronics
Sdn
Bhd,
Amsteel
Mills
Sdn
Bhd,
Exuniq
Sdn
Bhd,
LDH
(S)
Pte
Ltd,
Sims
Holdings
Sdn
Bhd,
Umatrac
Enterprises
Sdn
Bhd,
ACB,
Narajaya
Sdn
Bhd,
Sin
Seng
Investments
Pte
Ltd,
Actual
Best
Limited,
Umatrac
Enterprises
Sdn
Bhd,
ACB,
Narajaya
Sdn
Bhd,
Sin
Seng
Investments
Pte
Ltd,
Actual
Best
Limited,
Amsteel
Equity
CapitalSdn
SdnBhd,
Bhd,ACB,
Teraju
Varia Sdn
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
UmatracEquity
Enterprises
Narajaya
SdnBhd
Bhd,
SinLDH
SengManagement
Investments Sdn
Pte Bhd.
Ltd, Actual Best Limited,
Amsteel
Capital
Sdn
Bhd,
Teraju
Varia
and
Amsteel
Equity
Capital
Bhd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
[The
restSdn
of this
page
has
been
intentionally
left blank]
Amsteel
Equity
Capital
Sdn
Bhd,
Teraju6A
Varia
SdnAct
Bhd
andvia
LDH
Management
SdnBhd,
Bhd.Finlink Holdings Sdn
bb
Deemed
interested
by
virtue
of
Section
of
the
held
Lion
Holdings
Sdn
Deemed
interested
by
virtue
of
Section
6A
of
the
Act
held
via
Lion
Holdings
Sdn
Bhd,
Finlink Holdings
Sdn
bb
Deemed
interested
by
virtue
of
Section
6A
of
the
Act
held
via
Lion
Holdings
Sdn
Bhd,
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Deemed
interested
by virtue
of Section
6A of the
Act
held via Lion
Holdings
Sdn Bhd, Finlink
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Towers
Sdn
Bhd,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Sdn
Bhd,
Amanvest
(M)
Sdn
Bhd, Teck
Bee
Mining
(M) Sendirian
Berhad,
Tirta
Enterprise
SdnHappyvest
Bhd, Lion(M)
Management
Sdn Bhd, Horizon
Towers
Sdn
Bhd,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
Amanvest
(M)
Sdn
Towers
Sdn
Araniaga
Holdings
Sdn
Sdn
Bhd,
Happyvest
(M)
Amanvest
(M)
Sdn
Bhd,
Billion
Grow
Limited,
Bayview
Properties
Sdn
Bhd,
Lion
Development
Sdn
Bhd,
LDHB,
Towers
Sdn Bhd,
Bhd,
Araniaga
Holdings
Sdn Bhd,
Bhd, Panoron
Panoron
Sdn
Bhd,
Happyvest (Penang)
(M) Sdn
Sdn Bhd,
Bhd,
Amanvest
(M)LDH
Sdn
Bhd,
Billion
Grow
Limited,
Bayview
Properties
Sdn
Bhd,
Lion
Development
(Penang)
Sdn
Bhd,
LDHB,
LDH
Bhd,
Billion
Grow
Limited,
Bayview
Properties
Sdn
Bhd,
Lion
Development
(Penang)
Sdn
Bhd,
LDHB,
LDH
(S)
Ltd,
Narajaya
Sdn
Bhd,
Viewtrain
Company
Limited,
Realty
Pte
Ltd,
Sin
Seng
Investments
Pte
Bhd,Pte
Billion
Grow Limited,
Bayview
Properties
Sdn Bhd,
LionLion
Development
(Penang)
Sdn
Bhd,
LDHB, LDH
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Viewtrain
Company
Limited,
Lion
Realty
Pte
Ltd,
Sin
Seng
Investments
Pte
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Viewtrain
Company
Limited,
Lion
Ltd,
Teraju
Sdn
Bhd
Management
Sdn
Bhd.
(S)
Pte
Ltd, Varia
Narajaya
Sdn and
Bhd,LDH
Viewtrain
Company
Limited,
Lion Realty
Realty Pte
Pte Ltd,
Ltd, Sin
Sin Seng
Seng Investments
Investments Pte
Pte
Ltd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
Ltd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
Ltd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
cc
Deemed
Deemed interested
interested by
by virtue
virtue of
of Section
Section 6A
6A of
of the
the Act
Act held
held via
via Lion
Lion Holdings
Holdings Sdn
Sdn Bhd,
Bhd, Finlink
Finlink Holdings
Holdings Sdn
Sdn
cc
Deemed
interested
by
of
6A
Act
held
Holdings
Sdn
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Deemed
interested
by virtue
virtue
of Section
Section
6A of
of the
the
Act
held via
via Lion
Lion
Holdings
Sdn Bhd,
Bhd, Finlink
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Horizon
Towers
Sdn
Bhd,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Sdn
Bhd,
Amanvest
(M)
Sdn
Bhd,
Teck
Bee
Mining
(M) Sendirian
Berhad,
Tirta
Enterprise
SdnHappyvest
Bhd, Lion(M)
Management
Sdn Bhd, Horizon
Towers
Sdn
Bhd,
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
Amanvest
(M)
Sdn
Towers
Sdn
Araniaga
Holdings
Sdn
Bhd,
Panoron
Sdn
Bhd,
(M)
Sdn
Amanvest
(M)
Bhd,
LDHB,
LDH
(S)
Pte
Ltd,
Narajaya
Bayview
Sdn
Bhd,
Development
Towers
Sdn Bhd,
Bhd,
Araniaga
Holdings
Sdn Sdn
Bhd,Bhd,
Panoron
SdnProperties
Bhd, Happyvest
Happyvest
(M) Lion
Sdn Bhd,
Bhd,
Amanvest(Penang)
(M) Sdn
Sdn
Bhd,
LDHB,
LDH
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Lion
Development
(Penang)
Bhd,
LDHB,
LDH
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Lion
Development
(Penang)
Sdn
Bhd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
Bhd,
LDHB,
LDH
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Lion
Development
(Penang)
Sdn
Bhd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
Sdn
Sdn
and
Sdn
Sdn Bhd,
Bhd, Teraju
Teraju Varia
Variavirtue
Sdn Bhd
Bhd Section
and LDH
LDH Management
Management
Sdn Bhd.
Bhd. Holdings Sdn Bhd, Finlink Holdings Sdn
dd
Deemed
Deemed interested
interested by
by virtue
virtue of
of Section
Section 6A
6A of
of the
the Act
Act held
held via
via Lion
Lion Holdings
Holdings Sdn
Sdn Bhd,
Bhd, Finlink
Finlink Holdings
Holdings Sdn
Sdn
dd
Deemed
interested
by
of
6A
of
the
Act
held
via
Lion
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Happyvest
Sdn
Bhd,
Panoron
Deemed
interested
by
virtue
of
Section
6A
of
the
Act
held
via
Lion
Holdings
Sdn Bhd,(M)
Finlink
Holdings
Sdn
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
Panoron
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
Panoron
Sdn
Bhd,
Araniaga
Holdings
Sdn
Bhd,
Amanvest
(M)
Sdn
Bhd,
LDHB,
LDH
(S)
Pte
Ltd,
Narajaya
Sdn
Bhd,
Bhd,
Teck
Bee
Mining
(M)
Sendirian
Berhad,
Tirta
Enterprise
Sdn
Bhd,
Happyvest
(M)
Sdn
Bhd,
Panoron
Sdn
Bhd, Araniaga
Holdings
Sdn
Bhd,
Amanvest (M)
Sdn
Bhd,
LDHB, LDH
(S)
Pte
Ltd, Narajaya
Sdn
Bhd,
Sdn
Araniaga
Holdings
Sdn
Bhd,
(M)
Sdn
Bhd,
LDH
(S)
Pte
Narajaya
Sdn
Bhd,
Horizon
Sdn
Bhd,
Lion
Sdn
Bhd,
Bayview
Properties
Teraju
Varia
Sdn
Bhd
Sdn Bhd,
Bhd,Towers
Araniaga
Holdings
SdnManagement
Bhd, Amanvest
Amanvest
(M)
Sdn
Bhd, LDHB,
LDHB,
LDHSdn
(S) Bhd,
Pte Ltd,
Ltd,
Narajaya
Sdn
Bhd,
Horizon
Towers
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Teraju
Varia
Sdn
Bhd
41
Horizon
Towers
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
Horizon
Towers
Sdn
Bhd,
Lion
Management
Sdn
Bhd,
Bayview
Properties
Sdn
Bhd,
Teraju
Varia
Sdn
Bhd
and
LDH
Management
Sdn
Bhd.
and
LDH
Management
Sdn
Bhd.
and LDH Management Sdn Bhd.
42
42
42
42
42
1.
e HISTORY
e Deemed
Deemed
interested
interested
by
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
Projek
Projek
Jaya
Jaya
Sdn
Sdn
Bhd,
Bhd,
LDHB,
LDHB,
Amsteel
Amsteel
Mills
Mills
Sdn
Sdn
AND by
BUSINESS
Bhd,
Bhd,
LDH
LDH
(S)(S)
PtePte
Ltd,
Ltd,
Silverstone
Silverstone
Corporation
Corporation
Berhad,
Berhad,
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd
Bhd
and
and
LDH
LDH
Management
Management
Sdn
Sdn
Bhd.
Bhd.
f liability
f Deemed
Deemed
interested
interested
byunder
by
virtue
virtue
of
of
Section
Section
of of
the
the
ActAct
held
held
viavia
LDH
LDH
(S)(S)
Pte
Pte
Ltd,
Ltd,
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd
Bhd
and
and
company
the
name6A6A
of
Lion
(Teck
Chiang)
Sdn
Berhad.
It subsequently
LDH
LDH
Management
Management
Sdn
Sdn
Bhd.
Bhd.
g g Deemed
Deemedinterested
interestedbybyvirtue
virtueof ofSection
Section6A6Aof ofthetheActActheld
heldviaviaLDHB,
LDHB,LDH
LDH(S)(S)PtePteLtd,
Ltd,Silverstone
Silverstone
public
company
and adopted
its current
name on 30 May
1981.
Corporation
Corporation
Berhad,
Berhad,
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd
Bhd
and
and
LDH
LDH
Management
Management
Sdn
Sdn
Bhd.
Bhd.
h h Deemed
Deemed
interested
interested
byby
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
LDHB,
LDHB,
Amsteel
Amsteel
Mills
Mills
Sdn
Sdn
Bhd,
Bhd,
LDH
LDH
(S)(S)
PtePte
LCB
isSilverstone
an
investment
holding
company
whose
subsidiaries
are
involved
in
the
manufacturing
Ltd,
Ltd,
Silverstone
Corporation
Corporation
Berhad,
Berhad,
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd
Bhd
and
and
LDH
LDH
Management
Management
Sdn
Sdn
Bhd.
Bhd.
i i Deemed
Deemed
interested
interested
byby
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
LDHB,
LDHB,
LDH
LDH
(S)(S)
PtePte
Ltd,
Ltd,
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd
Bhd
distribution
and
trading
of
office equipment and steel related products; share registration and
and
and
LDH
LDH
Management
Management
Sdn
Sdn
Bhd.
Bhd.
j j Deemed
Deemed
interested
interested
byby
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
Teraju
Teraju
Varia
Varia
Sdn
Sdn
Bhd.
Bhd.
k k LCB
LCB
Class
Class
B(a)
B(a)
RCSLS,
RCSLS,
with
with
a right
a right
to to
convert
convert
into
into
new
new
LCB
LCB
Shares
Shares
at at
a conversion
a conversion
price
price
of of
RM1.00
RM1.00
each
each
LCB’s
core
manufacturing
activities
are
carried
out
via
Megasteel.
Megasteel
was
Deemed
Deemed
interested
interested
byby
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
ACB.
ACB.
l l LCB
LCB
Class
Class
B(b)
B(b)
RCSLS,
RCSLS,
with
with
a right
a right
to to
convert
convert
into
into
new
new
LCB
LCB
Shares
Shares
at at
a conversion
a conversion
price
price
of of
RM1.00
RM1.00
each.
each.
HRC,
CRC,
sheets,
plates
and
bands,
generically
known
as
hot
rolled
flat
steel
products.
The
Deemed
Deemed
interested
interested
byby
virtue
virtue
of of
Section
Section
6A6A
of of
thethe
ActAct
held
held
viavia
ACB,
ACB,
Silverstone
Silverstone
Corporation
Corporation
Berhad
Berhad
and
and
Megasteel
plant,
which
is
located
in
Banting,
Selangor
Darul
Ehsan,
commenced
trial
LICB.
LICB.
4.4.
DIRECTORS
DIRECTORS
AND
THEIR
THEIR
SHAREHOLDINGS
SHAREHOLDINGS
the
country. AND
2.
The
TheDirectors
Directorsand
andtheir
theirrespective
respectiveshareholdings
shareholdingsininLCB
LCBbased
basedononthetheRegister
RegisterofofDirectors’
Directors’
Shareholdings
Shareholdings
as
as
at
at
LPD
LPD
are
are
as
as
follows:follows:SHARE CAPITAL
Nationality/
Nationality/
Indirect
Indirect
The
authorised, issued and paid-up share capital of LCBDirect
asDirect
at LPD are as follows:-
Name
Name
TSWC
TSWC
* *
DAC
DAC
NRIC/
NRIC/
Passport
Passport
No.
No.
of of
No.
No.
of of
Shares
Shares
No.
No.
of of
Type
Number
Number Address
Address
Designation
Designation
Shares
Shares
%% Total
%% ESOS
ESOS
a a
RM
458,685
458,685 0.02
0.02 1,646,585,310
1,646,585,310
NonNonPenthouse,
Level
Level
48,48,
86.68
86.68 490,000
490,000
Malaysian/
Malaysian/ Penthouse,
Independent
Independent
Menara
Menara
Citibank
Citibank
Authorised
430319-71430319-71Chairman
Chairman
andand
165
165
Jalan
Jalan
Ampang
Ampang
5033
5033
3,000,000,000
ordinary
shares
of RM1.00
each
3,000,000,000
Managing
Managing
50450
50450
Kuala
Kuala
Lumpur
Lumpur
Director
Director
Issued and paid up
b b
1103, Apartment
Apartment
10,209,517
10,209,517 0.54
0.54 1,579,405,325
1,579,405,325
Malaysia
Malaysia 1103,
NonNon83.15
83.15
- 1,899,525,831
shares of RM1.00
each
1,899,525,831
Desa
Desa
Kudalari
Kudalari
Permanent
Permanent ordinary
Independent
Independent
Resident/
Resident/ Lorong
NonNonLorong
Kuda,
Kuda,
Jalan
Jalan
500202-66500202-66- Tun
Executive
Executive
Tun
Razak,
Razak,
50450
50450
5029
5029
Director
Director
Kuala
Kuala
Lumpur
Lumpur
Datuk
Datuk
Emam
Emam
Malaysian/
Malaysian/
Mohd
Mohd
Haniff
Haniff
binbin 421020-07421020-07Emam
Emam
Mohd
Mohd
5209
5209
Hussain
Hussain
No.
No.
16,16,
Jalan
Jalan
Raja
Raja
Independent
Independent
Abdullah
Abdullah
Satu
Satu
9/19A
9/19A
NonNon40100
40100
Shah
Shah
Alam,
Alam,
Executive
Executive
Director
Director
Selangor
Selangor
Darul
Darul
Ehsan
Ehsan
- -
- NonNonJalan
Jalan
SSSS
1/38
1/38
Malaysian/
Malaysian/ 2323
Independent
47300
Petaling
Petaling
Jaya
Jaya Independent
390101-71390101-71- 47300
NonNonSelangor
Selangor
Darul
Darul
Ehsan
Ehsan
5547
5547
Executive
Executive
[The rest of this page has been intentionally left
Director
Director
- Independent
Independent
Folk
Folk
Fong
Fong
Shing
Shing Malaysian/
Malaysian/ No.
No.
4, 4,
Lorong
Lorong
NonNon14/37E
46100
46100
@@
Kok
Kok
Fong
Fong
320504-06320504-06- 14/37E
Executive
Executive
Petaling
Petaling
Jaya,
Jaya,
Hing
Hing
5047
5047
Director
Director
Selangor
Selangor
Darul
Darul
Ehsan
Ehsan
M.M.
Chareon
Chareon
SaeSae
Tang
Tang
@@
Tan
Tan
Whye
Whye
Aun
Aun
- -
- -
- -
- -
- -
c c
490,900
490,900
0.03
0.03
- -
- -
- -
- -
- -
blank]
Datuk
Datuk
Mohd
Mohd
Yusof
Yusof
binbin
Abd
Abd
Rahaman
Rahaman
Jalan
Jalan
Permata
Permata
Malaysian/
Malaysian/ 2222
Independent
Independent
Kuning,
Taman
Taman
470101-08470101-08- Kuning,
NonNonCheras
Cheras
Permata
Permata
7317
7317
Executive
Executive
Director
Director
43200
43200
Batu
Batu
9 Cheras,
9 Cheras,
Selangor
Selangor
Darul
Darul
Ehsan
Ehsan
- -
- -
- -
- -
- -
Datuk
Datuk
Karownakaran
Karownakaran
@@
Karunakaran
Karunakaran
A/L
A/L
Ramasamy
Ramasamy
Independent
Independent
6 Lengkok
Zaaba
Zaaba
Malaysian/
Malaysian/ 6 Lengkok
NonNonTaman
Tun
Tun
DrDr
Ismail
Ismail
500615-02500615-02- Taman
Executive
60000
60000
Kuala
Kuala
Lumpur
Lumpur Executive
5353
5353
Director
Director
41
- -
- -
- -
- -
- -
43
4343
1.
Notes:HISTORY AND BUSINESS
a Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion Holdings Sdn
LICB, Bayview
Properties
Lion Management
Sdn the
Bhd,Act
Horizon
Towers Sdn
Bhd,
LCBBhd,
wasLDHB,
incorporated
in Malaysia
onSdn
27 Bhd,
September
1972 under
as a private
limited
Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn
liability
company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently
Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest
changed
itsBhd,
name
Lion Corporation
SdnCompany
Bhd onLimited,
18 May
1981.
was converted
into a
(M) Sdn
LiontoHoldings
Pte Ltd, Viewtrain
Billion
GrowIt Limited,
Lion Development
(Penang)
Sdn Bhd,
TrillionvestitsSdn
Bhd, Silverstone
Corporation
Berhad, Projek Jaya Sdn Bhd, Ceemax
public
company
and adopted
current
name on 30
May 1981.
Electronics Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd,
Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited,
LCBUmatrac
is an investment
holding company whose subsidiaries are involved in the manufacturing
Amsteel Equity Capital Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd, and deemed
and interested
marketing
of
steel
products
such asofHRC,
bands,
platesPuan
andSri
sheets;
manufacturing,
by virtue of Section
134(12)(c)
the ActCRC,
held via
his spouse,
Chan Chau
Ha @ Chan
distribution
Chow Har.and trading of office equipment and steel related products; share registration and
secretarial
and
the of
assembly,
and
commercial
b Deemed services;
interested by
virtue
Section 6Asale
of the
Actdistribution
held via Lion of
Holdings
Sdn Bhd,vehicles.
Finlink Holdings Sdn
Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon
Towers
Sdn Bhd,
Araniaga Holdings
Sdn Bhd,are
Panoron
Sdn Bhd,
(M) Sdn Bhd,Megasteel
Amanvest (M)was
Sdn
LCB’s
core
manufacturing
activities
carried
outHappyvest
via Megasteel.
Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, LDHB, LDH
incorporated
Malaysia
1989
underCompany
the Act.Limited,
Its principal
activity
is the
manufacturing
of
(S) Pte Ltd,inNarajaya
Sdn in
Bhd,
Viewtrain
Lion Realty
Pte Ltd,
Sin Seng
Investments Pte
HRC,
plates
andLDH
bands,
generically
known as hot rolled flat steel products. The
Ltd,CRC,
Terajusheets,
Varia Sdn
Bhd and
Management
Sdn Bhd.
Megasteel
plant, which
is oflocated
Banting,
Selangor
Darul
Ehsan,Tancommenced
c Deemed interested
by virtue
Section in
134(12)(c)
of the
Act held via
his spouse
Puah Tien andtrial
his
daughtherofTang
Yee in
Ling.
production
HRC
March 1999. With an annual rated production capacity of 2 million
2.
In
theaddition,
country. TSWC has an indirect interest in RM1,218,342 of LCB Class B(a) RCSLS and
RM102,397,059 of LCB Class B(b) RCSLS. Please refer to Section 3 of this appendix for
more details.
SHARE CAPITAL
5.
SUBSIDIARY
COMPANIES
The authorised, AND
issuedASSOCIATED
and paid-up share
capital of LCB as at LPD are as follows:The
subsidiary and associated companies of LCB as at LPD are as follows:Type
Total
RM
Subsidiary
AuthorisedCompanies
Date and Place
Issued and
Name Issued and paidofupIncorporation Paid-Up Capital
12.06.1974 /
RM38,550,000
Kinabalu Motor
Malaysia
Assembly
Sendirian Berhad
LCB Harta (M) Sdn
Bhd
LCB Venture Pte
Ltd
09.03.2002 /
Malaysia
RM2
Equity
Interest %
50.01
100
3,000,000,000
1,899,525,831
Assembly and sale of private
and commercial vehicles
Managing of debts novated
from LCB and certain of its
subsidiaries pursuant to a debt
restructuring
exercise
undertaken by LCB and
certain of its subsidiaries
/ page
SGD2
100left blank]
Investment holding
[The09.11.2004
rest of this
has been intentionally
Republic of
Singapore
Limpahjaya Sdn
Bhd
13.02.1986 /
Malaysia
RM7,202
100
Investment holding
Lion Construction
& Engineering Sdn
Bhd
18.05.1976 /
Malaysia
RM8,008,510
100
Construction
and
engineering work
Lion Excellent Sdn
Bhd (In liquidationvoluntary)
17.07.1984 /
Malaysia
RM1,600,000
100
Ceased operations
41
44
44
civil
1.
HISTORY ANDDate
BUSINESS
and Place
Name
of Incorporation
Issued and
Paid-Up Capital
Equity
Interest %
under the / nameSGD10,000
of Lion (Teck Chiang)
Berhad.merchant
It subsequently
Lion liability
General company 29.04.1983
100 Sdn General
Trading
&
changed
its name toSingapore
Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a
Marketing
Pte
public(S)
company
and adopted its current name on 30 May 1981.
Ltd
Lion Rubber Works
07.06.1983 /
RM2,500,000
100
Ceased operations
Sdn Bhd
Malaysia
of office
and steel related
share registration
and
Lion distribution
Steelworks and trading
04.03.1978
/ equipment
RM15,000,010
100 products;
Manufacture
and distribution
secretarial
services;
and
the
assembly,
sale
and
distribution
of
commercial
vehicles.
Sdn Bhd
Malaysia
of office equipment, security
equipment and steel related
LCB’s core manufacturing activities are carried out via Megasteel.
products Megasteel was
Lion HRC,
Trading
& sheets,02.11.1983
RM101,247
100
Trading
andproducts.
marketing
CRC,
plates and/ bands,
generically known as
hot rolled
flat steel
The of
Marketing
Sdn Bhd
Malaysia
security commenced
equipment, trial
office
Megasteel
plant, which
is located in Banting, Selangor Darul Ehsan,
equipment
and
steel
related
products
metric tonnes, Megasteel is currently the only manufacturer of hot rolled
flat steel products in
the country.
2.
Total Triumph
Investments
Limited
16.06.2006 /
British Virgin
Islands
USD1
100
Investment holdings
SHARE CAPITAL
LCB Harta (L)
15.05.2008 /
USD1
100
Acquisition
of
loans
The authorised, issuedLabuan
and paid-up share capital of LCB as at LPD are
as follows:Limited
denominated
in United States
currency
Type
Total
Subsidiary of Total Triumph Investments Limited
RM
Authorised
Bright Steel Sdn
11.10.1973 /
RM32,143,500
100
Manufacturing, sale and
3,000,000,000
Bhd 3,000,000,000 ordinary
Malaysia
distribution of
steel and iron products
Issued and paid up
Subsidiaries of Bright Steel Sdn Bhd
1,899,525,831
B.A.P. Industries
Sdn Bhd
13.12.1983 /
Malaysia
RM6,000,000
77.50
Manufacturing, marketing
and distribution of prepainted steel sheets and
related products
Bright Steel Service
Centre Sdn Bhd
08.07.1986 /
Malaysia
RM20,000,000
57.10
Processing and selling of steel
coils and sheets
Bright Enterprise
(Sdn.) Berhad
30.04.1975 /
Malaysia
RM1,600,000
51
Century Container
Industries Sdn Bhd
11.01.1984 /
Malaysia
RM40,000,000
100
Property investment, letting
of building space and plant
and machinery facilities
Omali Corporation
Sdn Bhd
17.07.1984 /
Malaysia
RM2
100
Investment holding
100
Trading and distribution of
commercial vehicles parts and
provisions of related services
Trading in steel and iron
products
Subsidiary of Kinabalu Motor Assembly Sendirian Berhad
KMA Marketing
Sdn Bhd
27.03.1978 /
Malaysia
RM3,111,656
41
45
45
1.
HISTORY ANDDate
BUSINESS
and Place
Name
of Incorporation
Issued and
Paid-Up Capital
Equity
Interest %
Subsidiary
Marketing
liabilityof KMA
company
under Sdn
the Bhd
name of Lion (Teck Chiang) Sdn Berhad. It subsequently
Kinabalu
Carcompany and
12.03.1980
RM2 name on 30 May 100
Dormant
public
adopted /its current
1981.
Distributors Sdn
Bhd
Malaysia
and marketing
of steelSdn
products
Subsidiaries
of Limpahjaya
Bhd such as HRC, CRC, bands, plates and sheets; manufacturing,
secretarial services;02.04.1982
and the assembly,
sale and distribution71of commercial
vehicles.
Bersatu
/
HKD600,000
Ceased operations
Investments
Hong Kong SAR
Company
Limited
RM500,000
Investment holding
HRC, CRC, sheets,28.11.1987
plates and/ bands,
generically known 100
as hot rolled
flat steel products. The
Malaysia
production
of HRC07.05.1981
in March/ 1999.
With an annual rated
capacity
of 2 million
Lyn (Pte)
Ltd
SGD1,555,555
79 production
Investment
holding
metric tonnes, Megasteel
is
currently
the
only
manufacturer
of
hot
rolled
flat
steel
products in
Republic of
the country.
Singapore
Lion Com Sdn Bhd
Megasteel
2.
18.04.1989 /
SHARE CAPITALMalaysia
Umevest Sdn Bhd
25.08.1983 /
RM601,866,701
RM3,500,000
78.90
Manufacturing of HRC, CRC,
bands, plates and sheets
100
Investment holding
100
Total
RM
Dormant
and paid-up share capital of LCB as at LPD are as follows:Malaysia
Type of Bersatu Investments Company Limited
Subsidiary
Glit Investments
02.04.1982 /
HKD600,000
Authorised
Company
Limited
Hong
Kong
SAR
Issuedofand
paid
upSdn Bhd
Subsidiary
Lion
Com
Secretarial
27.10.1982 /
RM20,000
Communications
Malaysia
Sdn Bhd
3,000,000,000
100
1,899,525,831
Share registration and
secretarial services
100
Ceased operations
Subsidiary of Lyn (Pte) Ltd
Logic Furniture (S)
Pte Ltd
09.03.1983 /
Republic of
Singapore
SGD700,000
Subsidiaries of Megasteel
Megasteel Harta
(L) Limited
Secomex
Manufacturing (M)
Sdn Bhd
[The17.08.2005
rest of this
has been intentionally
/ page
USD1
100 left blank]
Dormant
Labuan
24.07.1990 /
Malaysia
RM500,000
100
Manufacturing and marketing
of industrial gases
Subsidiaries of Umevest Sdn Bhd
Logic Concepts
(M) Sdn Bhd
09.11.1983 /
Malaysia
RM100,000
71
Ceased operations
Logic Furniture
(M) Sdn Bhd
12.06.1990 /
Malaysia
RM100,000
91
Ceased operations
41
46
46
1.
HISTORY ANDDate
BUSINESS
and Place
Name
of Incorporation
Issued and
Paid-Up Capital
Equity
Interest %
Subsidiary
of Lion
Construction
& Engineering
Sdn Bhd
liability
company
under the
name of Lion
(Teck Chiang) Sdn Berhad. It subsequently
PMB public
Building
16.05.1983
RM1,500,000
100
Investment holding
company and
adopted /its current
name on 30 May 1981.
System Sdn Bhd
Malaysia
of office
equipment
and steel related
share
registration and
PMB distribution
Jaya Sdn Bhdand trading
26.04.1985
/
RM5,000,000
100 products;
Ceased
operations
secretarial services; Malaysia
and the assembly, sale and distribution of commercial vehicles.
Subsidiary of PMB Building System Sdn Bhd
LCB’sof Lion
core General
manufacturing
activities
are(S) carried
Subsidiary
Trading &
Marketing
Pte Ltd out via Megasteel. Megasteel was
Lion Plate
17.02.1997
/ bands,
RM10,000
Manufacturing
and marketing
HRC,Mills
CRC, sheets,
plates and
generically known 100
as hot rolled
flat steel products.
The
Sdn Bhd
Malaysia
of
hot
rolled
steel
plate trial
Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced
the country.
Lion Fichet Sdn
26.02.1975 /
RM3,000,000
100
Ceased operations
Subsidiary of Lion Steelworks Sdn Bhd
Bhd
Malaysia
2. Subsidiary
SHARE
CAPITAL
of LCB
Harta (L) Limited
PancarThe
Tulin
Sdn
17.04.2008
/
RM2
100
Property
investment /
authorised,
issued
and paid-up
share capital of LCB as
at LPD are
as follows:Bhd
Malaysia
development activity
Type
Total
RM
Note:Authorised
# 3,000,000,000
Held by subsidiary
companies.
ordinary
3,000,000,000
Issued and paid up
Associated Companies
Date and Place of
Incorporation
Name
Issued and PaidUp Capital
1,899,525,831
Equity
Interest %
ACB
10.10.1974 /
Malaysia
RM1,331,174,812
38.17
# 1.89
Investment holding
LICB
17.03.1924 /
Malaysia
RM712,920,465
25.33
# 15.65
Investment holding and
property development
Lion Plantations
Sdn Bhd
11.05.1979 /
Malaysia
RM8,000,000
30.00
Investment holding
Lion Insurance
Company Limited
11.10.2004 /
Labuan
USD80,000
# 39.00
Captive insurance
business
Lion Asiapac
Limited
06.12.1968 /
Singapore
SGD47,486,565.40
# 29.98
Investment holding
Note:#
Held by subsidiary companies.
41
47
47
1.
6.
HISTORY
AND
BUSINESSRECORD
PROFIT AND
DIVIDEND
LCB
was incorporated
Malaysia
on 27based
September
1972 under
the Act
as a private
limited
The profit
and dividendinrecord
of LCB
on its audited
financial
statements
for each
of
liability
company
of Lion
(Teck Chiang)
Sdn Berhad.
subsequently
the five (5)
FYE 30under
June the
2004name
to 2008
and unaudited
consolidated
financialItstatements
for
changed
nameended
to Lion
Corporation2009
Sdnare
Bhd
on 18 May 1981. It was converted into a
the six (6)itsmonth
31 December
as follows:
public company and adopted its current name on 30 May 1981.
FYE 30 June
<---------------------------------Audited---------------------------->
Unaudited
6-month
ended
and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing,31
December
distribution and trading of office equipment and steel related products; share registration
and
2004
2005
2006
2007
2008
2008
RM ’000
RM ’000
RM ’000
RM ’000
RM ’000
RM ’000
Revenue
3,977,086
5,233,782
2,170,093
incorporated
in Malaysia2,445,442
in 1989 under
the Act. 2,507,212
Its principal4,619,893
activity is the
manufacturing
of
HRC,
CRC, sheets,
bands, 182,455
generically(556,386)
known as hot
rolled flat steel9,992
products.(183,491)
The
Profit/(Loss)
Before plates and
49,672
(181,197)
Megasteel
plant, which is located in Banting, Selangor Darul Ehsan, commenced trial
Tax
Taxation
5,446
82,505
126,178
(6,978)
14,852
15,174
Profit/(Loss)
55,118
264,960
(430,208) (188,175)
24,844
(168,317)
the
country. After
Tax
Minority Interest
2.
SHARE CAPITAL
PATMI
(11,887)
(33,195)
27,335
(25,232)
(10,134)
13,109
43,231
231,765
(402,873)
(213,407)
14,710
(155,208)
The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Net EPS/(LPS)
Type
(RM)
0.05
0.25
(0.43)
(0.21)
0.02
(0.15)
Gross Dividend (%)
Authorised
Shareholders’ ordinary shares
705,475
3,000,000,000
of RM1.00919,463
each
Funds/
NA
Issued and paid up
-
-
-
-
585,884
647,903
674,060
3,000,000,000
507,049
19,166
(56,872)
1,005,118
Total
RM
NTA
42,545
1,899,525,831
ordinary shares
of RM1.00367,625
each
919,041
925,594
1,005,116
83,561
110,139
1,899,525,831
1,005,116
1,005,118
Total Borrowings
Gearing (times)
3,904,526
3,910,943
4,107,197
4,101,871
3,956,667
3,965,733
5.53
4.25
7.01
6.33
5.87
7.82
Note:There were no exceptional items during the financial years under review.
41
48
48
7.
STATEMENT
7.
STATEMENT OF
OF ASSETS
ASSETS AND
AND LIABILITIES
LIABILITIES
1.
HISTORY
ANDOF
BUSINESS
7.
STATEMENT
The
is
of
and liabilities
of
based on
its
balance
The following
following
is the
the statement
statement
of assets
assets
liabilities
of LCB
LCB
on as
its aaudited
audited
LCB
was incorporated
in Malaysia
on 27and
September
1972
underbased
the Act
private balance
limited
sheets
as
at
and
2008:The
following
is the2007
statement
of assets and liabilities of LCB based on its audited balance
sheets
as company
at 30
30 June
June
2007
and
liability
under
the 2008:name of Lion (Teck Chiang) Sdn Berhad. It subsequently
sheets as at 30 June 2007 and 2008:changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a
Audited
Audited
Audited
Audited
public company and adopted its current name on 30 May 1981. 30.06.2007
30.06.2008
Audited
Audited
30.06.2007
30.06.2008
(RM’000)
(RM’000)
30.06.2007
30.06.2008
(RM’000)
(RM’000)
LCB is an investment holding company whose subsidiaries are involved
in the manufacturing
(RM’000)
(RM’000)
and
marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing,
ASSETS
ASSETS
distribution
ASSETS and trading of office equipment and steel related products; share registration and
Property,
and
3,028,309
secretarial
services;
and the assembly, sale and distribution of commercial
Property, plant
plant
and equipment
equipment
3,028,309 vehicles. 3,083,515
3,083,515
Prepaid
land
lease
payments
25,062
15,047
Property,
plant
and
equipment
3,028,309
3,083,515
Prepaid land lease payments
25,062
15,047
Goodwill
564,342
563,921
Prepaid
land
lease
payments
25,062
15,047
LCB’s
core manufacturing activities are carried out via Megasteel.
Megasteel
was
Goodwill
564,342
563,921
Investment
in
associates
1,001,563
1,359,033
Goodwill
564,342
563,921
incorporated
Malaysia in 1989 under the Act. Its principal activity
is the manufacturing
of
Investment ininassociates
1,001,563
1,359,033
Other
investments
1,408
1,380
Investment
insheets,
associates
1,001,563
1,359,033
OtherCRC,
investments
1,408
1,380
HRC,
plates and bands, generically known as hot rolled
flat steel products.
The
Long
receivable
239,469
241,864
Other
investments
1,408 commenced
1,380
Long term
term
receivable
241,864
Megasteel
plant,
which is located in Banting, Selangor Darul239,469
Ehsan,
trial
Deferred
tax
assets
122,992
134,952
Long termtax
receivable
239,469
241,864
Deferred
assets
122,992
134,952
production
of
HRC
in
March
1999.
With
an
annual
rated
production
capacity
of
2
million
Non-Current
Assets
4,983,145
5,399,712
Deferred tax assets
122,992
134,952
Non-Current
Assets
4,983,145
5,399,712
metric
tonnes,
Megasteel
is
currently
the
only
manufacturer
of
hot
rolled
flat
steel
products
in
Non-Current Assets
4,983,145
5,399,712
the country.
2.
Inventories
1,726,857
Inventories
1,726,857
Trade
and
other
receivables
483,076
Inventories
1,726,857
Trade and other receivables
483,076
Tax
recoverable
4,462
SHARE
CAPITAL
Trade
and
other
receivables
483,076
Tax recoverable
4,462
Deposits
with
financial
institutions
11,471
Tax
recoverable
4,462
Deposits with financial institutions
11,471
Cash
and
bank
balances
51,422
Deposits
with
financial
institutions
11,471
The
authorised,
issued
and
paid-up
share
capital
of
LCB
as
at
LPD
are
as follows:Cash and bank balances
51,422
Current
Assets
2,277,288
Cash
and
bank
balances
51,422
Current Assets
2,277,288
Current Assets
2,277,288
Type
Total
Non
current
assets
classified
as
held
for
sale
-RM
Non current assets classified as held for sale
2,277,288
Non current assets classified as held for sale
2,277,288Authorised
TOTAL
ASSETS
7,260,433
2,277,288
TOTAL ASSETS
7,260,433
3,000,000,000
ordinary
shares
of
RM1.00
each
3,000,000,000
TOTAL ASSETS
7,260,433
Issued and paid up
EQUITY
LIABILITIES
1,899,525,831
1,899,525,831
EQUITY AND
ANDordinary
LIABILITIES
Equity
Attributable
to
Equity
Holders
of
the
Company
EQUITY
AND
LIABILITIES
Equity Attributable to Equity Holders of the Company
Share
1,005,116
EquityCapital
Attributable to Equity Holders of the Company
Share
Capital
1,005,116
Reserves
(357,213)
Share Capital
1,005,116
Reserves
(357,213)
647,903
Reserves
(357,213)
647,903
Minority
Interests
196,377
647,903
Minority Interests
196,377
Total
Equity
844,280
Minority
Interests
196,377
Total Equity
844,280
Total Equity
844,280
Borrowings
24,490
Borrowings
24,490
Bonds
and
debts
1,962,707
Borrowings
24,490
Bonds and debts
1,962,707
Deferred
tax
liabilities
18,406
Bonds
and
debts
1,962,707
Deferred tax liabilities
18,406
Deferred
liabilities
51,057
tax
liabilities
18,406
Deferred liabilities
51,057
Non-Current
Liabilities
2,056,660
Deferred
liabilities
51,057
Non-Current Liabilities
2,056,660
Non-Current Liabilities
2,056,660
Trade
2,246,682
Trade and
and other
other payables
payables
2,246,682
Amount
due
to
subsidiaries
Trade anddue
other
payables
2,246,682-Amount
to subsidiaries
Bank
overdrafts
17,449
Amount
due to subsidiaries
Bank
overdrafts
17,449Borrowings
1,641,784
Bank
overdrafts
17,449
Borrowings
1,641,784
Bonds
and
debts
452,980
Borrowings
1,641,784
Bonds and debts
452,980
Tax
598
Bonds
and debts
452,980
Tax payable
payable
598
Current
Liabilities
4,359,493
Tax
payable
598
Current Liabilities
4,359,493
Current Liabilities
4,359,493
Total
6,416,153
Total Liabilities
Liabilities
6,416,153
TOTAL
EQUITY
AND
LIABILITIES
7,260,433
Total
Liabilities
6,416,153
7,260,433
7,260,433
Note:Note:Note:Please
for
41
Please refer
refer to
to the
the Bursa
Bursa Securities’
Securities’ website
website (www.bursamalaysia.com)
(www.bursamalaysia.com)
for the
the latest
latest interim
interim results.
results.
Please refer to the Bursa Securities’ website (www.bursamalaysia.com)
for
the
latest
interim results.
49
49
49
49
1,853,485
1,853,485
464,900
1,853,485
464,900
2,532
464,900
2,532
23,436
2,532
23,436
59,990
23,436
59,990
2,404,343
59,990
2,404,343
2,404,343
5,202
5,202
2,409,545
5,202
2,409,545
7,809,257
2,409,545
7,809,257
7,809,257
1,005,118
1,005,118
(331,058)
1,005,118
(331,058)
674,060
(331,058)
674,060
226,843
674,060
226,843
900,903
226,843
900,903
900,903
920,506
920,506
201,348
920,506
201,348
10,572
201,348
10,572
72,989
10,572
72,989
1,205,415
72,989
1,205,415
1,205,415
2,872,908
2,872,908
2,872,908-5,977
5,977405,513
5,977
405,513
2,417,606
405,513
2,417,606
935
2,417,606
935
5,702,939
935
5,702,939
5,702,939
6,908,354
6,908,354
7,809,257
6,908,354
7,809,257
7,809,257
1.
8.
HISTORY
AND BUSINESS
RESTRUCTURING
OF LCB
9.
LCB
was incorporated
in Malaysiafor
onpurposes
27 September
1972 under the
ActFebruary
as a private
The LCB
Scheme was completed
of implementation
on 27
2009limited
while
liability
company
name ofis Lion
(Teck
Chiang)
SdninBerhad.
It subsequently
the Proposed
Rightsunder
Issue the
of Warrants
expected
to be
completed
the 2nd quarter
of 2009.
public
and adopted
its current
on 30 IV
May
Holderscompany
are advised
to read Section
8 ofname
appendix
of 1981.
the Offer Document on information
relating to the financial effects of the LCB Scheme, Offer and Proposed Rights Issue of
LCB
is an investment holding company whose subsidiaries are involved in the manufacturing
Warrants.
secretarial
services; and the assembly, sale and distribution of commercial vehicles.
ANNOUNCEMENTS
LCB’s refer
core to
manufacturing
activities
are carried
out via Megasteel. for
Megasteel
was
Please
Bursa Securities’
website
(www.bursamalaysia.com)
any further
incorporated in
1989 under the Act. Its principal activity is the manufacturing of
developments
onMalaysia
the LCB in
Scheme.
HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The
the country.
2.
SHARE CAPITAL
The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Type
Total
RM
Authorised
3,000,000,000
Issued and paid up
1,899,525,831
41
50
50
APPENDIX III – INFORMATION ON LIMPAHJAYA
1.
Limpahjaya was incorporated in Malaysia on 13 February 1986 as a private limited liability
company under the Act. It is an investment holding company.
2.
SHARE CAPITAL
The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:Type
Total
RM
Authorised
17,800 ordinary shares of RM1.00 each
17,800
720,000 preference shares of RM0.01 each
7,200
Issued and paid up
2 ordinary shares of RM1.00 each
2
3.
7,200
SUBSTANTIAL SHAREHOLDERS
Based on the Register of Substantial Shareholders, the substantial shareholders of
Limpahjaya and their equity interests in Limpahjaya as at LPD are as follows:Ordinary Shares
Name
Country of
Incorporation
LCB
Malaysia
Direct
No. of
shares
(’000)
2
%
100
Indirect
No. of
shares
(’000)
-
%
-
Preference Shares
Lion Rubber Works Sdn Bhd
Malaysia
Direct
No. of
shares
(’000)
105,333
Lion Fichet Sdn Bhd
Malaysia
189,333
26.3
-
-
Lion Steelworks Sdn Bhd
Malaysia
425,334
59.1
-
-
Name
Country of
Incorporation
51
51
%
14.6
Indirect
No. of
shares
(’000)
-
%
-
APPENDIX III – INFORMATION ON LIMPAHJAYA (CONT’D)
4.
1.
DIRECTORS
AND
THEIR SHAREHOLDINGS
HISTORY
AND
BUSINESS
The Directors
their respective
shareholdings
in Limpahjaya
the Register
Limpahjaya
wasand
incorporated
in Malaysia
on 13 February
1986 as a based
privateon
limited
liability of
Directors’under
Shareholdings
are as follows:company
the Act. Itasis at
anLPD
investment
holding company.
2.
Direct
Indirect
No. of
%
No. of
%
Name
shares
shares
(’000) as at LPD are as(’000)
The authorised, issued and paid-up share capital of Limpahjaya
follows:TSWC
Malaysian
2a
100
Type
Total
Lee Whay Keong
Malaysian
RM
SHARE CAPITAL
Nationality
Authorised
Note:a17,800
Deemed
interested
by virtue
of his substantial
shareholdings in LCB
ordinary
shares
of RM1.00
each
17,800
5.
7,200
SUBSIDIARY
Issued and paidAND
up ASSOCIATED COMPANIES
2
The subsidiaries of Limpahjaya as at LPD are as follows:
7,200
Subsidiary Companies
3.
Date/Place of
SUBSTANTIAL SHAREHOLDERS
Name of company
incorporation
Equity interest
(%)
Principal activities
Based on the Register of Substantial Shareholders, the substantial shareholders of
Umevest Sdnand
Bhdtheir equity interests
25.08.1983/
100are Investment
holding
Limpahjaya
in Limpahjaya as at LPD
as follows:Malaysia
Ordinary
Lion ComShares
Sdn Bhd
28.11.1987/
Malaysia
Country of
02.04.1982/
Incorporation
Hong Kong SAR
Malaysia
07.05.1981/
Singapore
100
Direct
No. of
shares71
(’000)
2
79
18.04.1989/
Malaysia
Country of
Subsidiary of Umevest Sdn Bhd
Name
Incorporation
78.90
Direct
No. of
shares
(’000)71
105,333
Manufacturing of HRC, CRC,
Indirect
bands, plates and sheets
%
No. of
%
shares
(’000)
Ceased operations
14.6
-
189,333
91
26.3
Ceased operations
-
425,334
59.1
-
Bersatu
Name Investments
Company Limited
LCB
Lyn (Pte) Ltd
Investment holding
Indirect
%
No. of
Ceased operations
shares
(’000)
100
Investment holding
%
-
Preference Shares
Megasteel
Logic Concepts (M) Sdn Bhd
Lion Fichet Sdn Bhd
Logic Furniture (M) Sdn Bhd
09.11.1983/
Malaysia
Malaysia
Malaysia
12.06.1990/
Malaysia
Malaysia
Subsidiary of Bersatu Investments Company Limited
Glit Investments Company
Limited
02.04.1982/
Hong Kong SAR
100
Dormant
09.03.1983/
Singapore
100
Ceased operations
Subsidiary of Lyn (Pte) Ltd
Logic Furniture (S) Pte Ltd
51
52
52
-
1.
HISTORY AND BUSINESS Date/Place of
Name of company
Equity interest
(%)
incorporation
Principal activities
Limpahjaya was incorporated in Malaysia on 13 February 1986 as a private limited liability
Subsidiary
of Lion
Bhd
company
under
the Com
Act. ItSdn
is an
investment holding company.
Secretarial Communications
2.
27.10.1982/
Malaysia
Sdn Bhd CAPITAL
SHARE
100
Share registration and secretarial
services
Subsidiary of Megasteel
The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:Secomex Manufacturing (M)
TypeBhd
Sdn
24.07.1990/
Malaysia
100
Manufacturing and marketing of
Total
industrial
gases
RM
17.08.2005/
Labuan
100
Dormant
AuthorisedHarta (L) Limited
Megasteel
17,800
7,200
As
at LPD,
does not have any associated company.
Issued
and Limpahjaya
paid up
2
6.
PROFIT
AND DIVIDEND
RECORD
720,000 preference
shares of RM0.01
each
3.
The profit and dividend record of Limpahjaya based on its audited financial statements for
each of the five (5)SHAREHOLDERS
FYE 30 June 2004 to 2008 is as follows:
SUBSTANTIAL
7,200
Audited
Based on the Register of Substantial Shareholders,
the substantial shareholders of
FYE 30 Juneand their equity interests
Limpahjaya
in Limpahjaya
as at LPD
2004
2005
2006are as follows:2007
2008
RM
327
RM
485
Taxation
Name
Loss After Tax
LCB
(102,686)
Country
of Incorporation
(87,056)
(102,686)
Malaysia
Direct
(92,726)
No. of shares
(92,726)
(’000)
2
LPS (RM)
(43,528)
(51,343)
(46,363)
-
-
(370,069)
Malaysia
7
Malaysia
DirectNo. of
(462,795)
shares
(’000)
(462,795)
105,333
7
189,333
- Indirect
%(564,558) No. of(734,517)
%
shares
(’000)
(564,558)
(734,517)
14.6
7
7
26.3
-
Malaysia
425,334
59.1
Ordinary
Revenue Shares
Loss Before Tax
RM
338
(87,056)
RM
480
RM
504
(101,763) Indirect
(169,959)
%
No.
of
%shares
(101,763) (’000)(169,959)
100
(50,882)
(84,980)
Preference Shares
Gross Dividend (%)
Shareholders’
Name NA
Funds/
of
(267,383) Country
(370,069)
Incorporation
NTA
(267,383)
7
Lion Fichet Sdn Bhd
51
53
53
-
-
7.
1.
STATEMENT
HISTORY
ANDOF
BUSINESS
The following
the statement
of assets on
and13liabilities
Limpahjaya
based
on its
audited
Limpahjaya
wasisincorporated
in Malaysia
Februaryof1986
as a private
limited
liability
balance sheets
30 June
and 2008:company
underas
theatAct.
It is 2007
an investment
holding company.
2.
Audited
30.06.2007
(RM’000)
SHARE CAPITAL
Audited
30.06.2008
(RM’000)
The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:ASSETS
Type
Subsidiaries
Other investments
Authorised
Non-Current Assets
3.
720,000
preference
Asset held
for sale shares of RM0.01 each
Other receivables
Issued
and paid up
Tax recoverable
2Amount
ordinarydue
shares
RM1.00 each
fromofsubsidiaries
Amount due
from related
720,000
preference
sharescompanies
of RM0.01 each
Amount due from related parties
Fixed deposits with a licensed bank
Cash at bank
SUBSTANTIAL
Current Assets SHAREHOLDERS
Total
1,345,479
RM
1,766
1,347,245
17,800
1,188,813
1,188,813
793 7,200
#
7
2
16,048
3,448 7,200
31,328
128
5
51,757
100,000
#
4
16,278
3,679
32,543
327
7
152,838
Based
the Register of Substantial Shareholders, the substantial
of
TOTALonASSETS
1,399,002 shareholders
1,341,651
Limpahjaya and their equity interests in Limpahjaya as at LPD are as follows:EQUITYShares
AND LIABILITIES
Ordinary
Equity Attributable to Equity Holders of the Company
Share Capital
Country of
Accumulated losses
Name
Incorporation
Total deficit in equity
LCB
Deferred liability
Non-Current Liability
Malaysia
Direct
No. of
shares
(’000)
2
7
%
(564,565)
(564,558)
100
1,914,744
1,914,744
Indirect
7
No. of (734,524)
%
shares (734,517)
(’000)
- 2,031,766
2,031,766
Preference Shares
Other payables and accruals
Amount due to a subsidiary
Amount due to related companies Country of
Name
Incorporation
Amount due to a related party
Current Liabilities
Malaysia
Total Liabilities
Malaysia
Lion Fichet Sdn Bhd
Malaysia
Note:# Negligible
51
54
54
Direct
No. of
shares
(’000)
105,333
189,333
425,334
29,501
2,083
%5,748
11,484
48,816
14.6
1,963,560
26.3
1,399,002
59.1
25,357
Indirect 2,081
No. of
%
5,748
shares
11,216
(’000)
44,402
2,076,168
1,341,651
-
-
APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document)
The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by
the SC are as follows:1.
CONSIDERATION FOR THE OFFER
Each Holder is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held.
The salient terms and conditions of the LCB B Warrants are as set out in Appendix I of the
Notice.
Notwithstanding the provision in Section 3 below, in the event ACB declares, makes or pays
any dividend and/or other distributions after the date of the Offer Document but prior to the
close of the Offer which the Joint Offerors are not entitled to retain, the consideration for
each Offer Share shall be reduced by the quantum of the net dividend and/or other
distributions declared, made or paid.
Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with
in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient
or to be in the best interest of the Joint Offerors.
Holders of the Offer Shares may accept the Offer in respect of all or any of their Offer
Shares.
2.
CONDITION OF THE OFFER
The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or
before the Closing Date, valid acceptances (provided that they are not, where permitted,
withdrawn), which would result in the Joint Offerors holding in aggregate, together with such
ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint
Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and
the Offer will cease to be capable of further acceptance and that the Accepting Holders and
the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer
(“Shareholding Condition”).
LCB has obtained the necessary approvals to implement the Offer as follows:
(a)
SC, which was obtained vide its letter dated 28 November 2008;
(b)
ECU pursuant to the Foreign Investment Committee’s Guidelines on the Acquisition
of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was
obtained vide its letter dated 28 November 2008;
(c)
MITI, which was obtained vide its letter dated 24 December 2008;
(d)
BNM, which was obtained vide its letter dated 19 December 2008 and the addendum
letter dated 22 December 2008; and
(e)
Shareholders of LCB at the EGM held on 22 January 2009.
The SC has granted consent for the contents of the Offer Document vide its letter dated 26
February 2009 in respect of the disclosure requirements of the Code. However, such consent
shall not be taken to indicate that the SC recommends the Offer.
55
55
3. principal
WARRANTY
The
terms and conditions of the Offer, unless otherwise directed or permitted to be varied by
the SC are as follows:The Offer Shares are to be acquired on the basis of an acceptance by a Holder of the Offer
made to him/her in accordance
the provisions of the Offer Document and on the terms
1.
CONSIDERATION
FOR THEwith
OFFER
that, by such acceptance, the Accepting Holder irrevocably and unconditionally warrant that
the Offer
Shares
to which
acceptance
relates
sold,
all orACB
any moratorium,
Each
Holder
is offered
onesuch
(1) LCB
B Warrant
forare
every
tenfree
(10)from
existing
Shares held.
claims,
charges,
encumbrances,
options, are
rights
of out
pre-emption,
third
The
salient
terms liens,
and conditions
of the pledges,
LCB B Warrants
as set
in Appendix
I ofparty
the
rights and other security interests, adverse interest and whatsoever from the date of valid
Notice.
acceptance and together with all the rights, benefits and entitlements attached thereto from
the date of the Offer
which at
any time
to theACB
completion
of makes
the Offer
may
Notwithstanding
the Document
provision inorSection
3 below,
inprior
the event
declares,
or pays
become
attached
thereto,
the after
rightsthe
to date
all dividends,
rights,
allotments
and/or
any
dividend
and/or
other including
distributions
of the Offer
Document
but prior
to any
the
other
distributions
thereafter
declared,
made
or
paid
after
the
date
of
the
Offer
Document.
4.
REVISIONSdeclared,
TO THEmade
OFFER
distributions
or paid.
Where
the terms
of the Offer
are revised
during
period
commencing
the
Any
fractional
entitlements
arising
from the
Offerthe
will
be disregarded
andfrom
shallthe
bedate
dealtofwith
Offer
to the
written
the revision,
shall be
in
suchDocument
manner as the
JointClosing
OfferorsDate,
may ina their
sole notification
and absolute of
discretion
deem expedient
despatched
to all
those
who have previously accepted the Offer.
or
to be in the
bestHolders,
interest including
of the Joint
Offerors.
Where any
terms
of themay
Offeraccept
are revised,
the benefits
of of
theall
Offer,
as soofrevised,
will
Holders
of of
thethe
Offer
Shares
the Offer
in respect
or any
their Offer
be made available to the Holders, including those who have previously accepted the Offer.
Shares.
2.
5.
In the event theOF
Joint
Offerors
acquire the Shares at a price higher than the Offer Price during
CONDITION
THE
OFFER
the Offer Period, the upward revision to the Offer Price will also be made available to the
Holders,
those upon
who have
previously
accepted
theby
Offer.
The
Offerincluding
is conditional
the Joint
Offerors
receiving
5.00 pm (Malaysian time) on or
th
The Offer may
not be
revised
after
the Joint
forty-sixth
(46holding
) day from
the Posting
Date, or
posting
withdrawn),
which
would
result
in the
Offerors
in aggregate,
together
with
such
date ofShares
competing
offeralready
document,
as theheld
case or
may
be. to be acquired or held by the Joint
ACB
that are
acquired,
entitled
DURATION
THE
OFFER
the
Offer will OF
cease
to be
capable of further acceptance and that the Accepting Holders and
Except insofar as
the Offer may be withdrawn with the written consent of the SC and every
(“Shareholding
Condition”).
person released from any obligation incurred thereunder:LCB has obtained the necessary approvals to implement the Offer as follows:
(a)
Original Duration
(a)
The Offer will remain open for acceptances for at least twenty-one (21) days from the
Posting
Date, unless
or revised by
the Joint Offerors
in accordance
with the
(b)
ECU
pursuant
to the extended
Foreign Investment
Committee’s
Guidelines
on the Acquisition
Code.
of
Interests, Mergers and Take-Overs by Local and Foreign Interest, which was
Where there is a competing take-over offer made by a party other than the Joint
Offerors
during
aforesaid
(“Competing
Offer”), the
Offer Document shall
(c)
MITI,
which
wasthe
obtained
videperiod
its letter
dated 24 December
2008;
be deemed to have been posted on the same day that the competing take-over offer
document
is posted.
(d)
BNM,
which
was obtained vide its letter dated 19 December 2008 and the addendum
(b)
Revisions to the Offer
(e)
If the Offer is revised after the Posting Date, it will remain open for acceptances for a
of atconsent
least fourteen
(14) days
from
theDocument
date of posting
thedated
written
The SC period
has granted
for the contents
of the
Offer
vide its of
letter
26
of theofrevision
to all holders
of the Offer
anysuch
of the
terms
Februarynotification
2009 in respect
the disclosure
requirements
of theShares.
Code. Where
However,
consent
Offer
are revised,
of the
shall notofbe the
taken
to indicate
that thethe
SC holders
recommends
theOffer
Offer.Shares who have previously
accepted the Offer shall also be entitled to receive the revised consideration that is to
be paid or provided for the acceptance of the Offer.
The Offer may not be revised after the forty-sixth (46th) day from the Posting Date or
55 document, if any.
date of despatch of a competing offer
56
56
(c) terms
Extension
of the Offer
The principal
and conditions
of the Offer, unless otherwise directed or permitted to be varied by
the SC are as follows:In any announcement of an extension of time for accepting the Offer, the next expiry
date of the Offer
be OFFER
stated. If it is stated that the Offer will remain open until
1.
CONSIDERATION
FORwill
THE
further notice, no less than fourteen (14) days’ notice in writing will be given before
it is closed.
Each Holder
is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held.
(d)
Closing of the Offer
Notice.
Where the
has become
or 3isbelow,
declared
unconditional
to acceptances
the
Notwithstanding
theOffer
provision
in Section
in the
event ACBas
declares,
makes orofpays
Offer and/or
on anyother
day distributions
before the forty-sixth
(46th)ofday
Posting but
Date,
the to
Offer
any dividend
after the date
the from
Offerthe
Document
prior
the
open for
for not
fourteen
(14) days
from the datefor
on
close of will
the remain
Offer which
theacceptances
Joint Offerors
are less
not than
entitled
to retain,
the consideration
which
the Offer
and isbydeclared
unconditional
shall, in any
event,
be
each Offer
Share
shall becomes
be reduced
the quantum
of the which
net dividend
and/or
other
not later
than the
sixtieth
(60th) day from the Posting Date.
distributions
declared,
made
or paid.
2.
Where entitlements
the Offer has
become
or the
is declared
as and
to acceptances
onwith
any
Any fractional
arising
from
Offer willunconditional
be disregarded
shall be dealt
day after
(46thmay
) dayinfrom
Date, the
Offer will
remain
open
in such manner
asthe
theforty-sixth
Joint Offerors
theirthe
solePosting
and absolute
discretion
deem
expedient
forthe
acceptances
forofnot
than
fourteen (14) days from the date on which the Offer
or to be in
best interest
theless
Joint
Offerors.
(74th) day
the Posting
Date.
Holders seventy-fourth
of the Offer Shares
mayfrom
accept
the Offer
in respect of all or any of their Offer
Shares.
The Joint Offerors shall give at least fourteen (14) days’ notice in writing (“Closing
Notice”)
the holders
of the Offer Shares before closing the Offer, save and except
CONDITION
OFtoTHE
OFFER
in the following circumstances:The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or
(i) Closing
No Date,
Closing
Notice
will be given
wherethat
thethey
OfferareDocument
clearly
states
before the
valid
acceptances
(provided
not, where
permitted,
thatwould
the Offer
will
on a specific
date;
withdrawn), which
result
in be
theclosed
Joint Offerors
holding
in and
aggregate, together with such
No 50%
Closing
beofgiven
Competing
has been
Offerors,(ii)
more than
of theNotice
votingwill
shares
ACB, where
failing awhich
the OfferOffer
shall lapse
and
announced,
unless
the
Competing
Offer
has
reached
its
conclusion
or
the
shareholders
of thecease
Offeree
who
hold by
more
50%
of the voting
Shares
of
the Joint Offerors
will thereafter
to be
bound
anythan
prior
acceptances
of the
Offer
the Offeree have irrevocably rejected the Competing Offer in favour of the
Offer.
day from
the Posting
Date.
(Malaysian
time)
on the vide
sixtieth
(60th)dated
(a)
SC,
which was
obtained
its letter
28 November
2008;
(b)
(c)
(d)
(e)
55
57
57
6. principal
RIGHTS
ANunless
ACCEPTING
The
termsOF
andWITHDRAWAL
conditions of the BY
Offer,
otherwise HOLDER
directed or permitted to be varied by
the SC are as follows:(a)
An Accepting Holder may withdraw his acceptance from the date which is twentyone (21) daysFOR
after THE
the First
Closing Date of the original Offer (in the event the Offer
1.
CONSIDERATION
OFFER
is extended), unless the take-over offer has become or is declared unconditional as to
acceptances.
Each Holder
is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held.
(b)
All acceptances of the Offer by Accepting Holders SHALL BE IRREVOCABLE.
Notice.
However, where the Joint Offerors, having announced the Offer to be unconditional
as to acceptances,
fail to
any in
of the event
requirements
set out in
Section
9(a)
Notwithstanding
the provision
in comply
Section with
3 below,
ACB declares,
makes
or pays
belowand/or
by theother
closedistributions
of trading ofafter
the the
LCB
Shares
BursaDocument
Securitiesbut
onprior
the market
any dividend
date
of theonOffer
to the
the the
Relevant
Day, the Accepting
Holders
shall bethe
entitled
to withdraw
close of day
the following
Offer which
Joint Offerors
are not entitled
to retain,
consideration
for
his/her
acceptance
thereafter.
each Offer
Share
shall beimmediately
reduced by
the quantum of the net dividend and/or other
(c)
Notwithstanding Section 6(b) above, the SC may terminate the right of withdrawal by
an Accepting
Holder(s)
if:- from the Offer will be disregarded and shall be dealt with
Any fractional
entitlements
arising
(i)the best
The
Joint of
Offerors
with the requirements set out in Section 9(a)
or to be in
interest
the Jointcomply
Offerors.
below within eight (8) days from the Relevant Day, provided that the expiry
of the Shares
eight (8)-day
periodthe
shall
not infallrespect
after the
expiry
of sixty
(60)Offer
days
Holders of the Offer
may accept
Offer
of all
or any
of their
from the Posting Date; and
Shares.
2.
7.
8.
(ii)
TheTHE
JointOFFER
Offerors confirm in a statement by way of a Press Notice that the
CONDITION
OF
Offer is still unconditional as to the level of acceptances.
(d)
Notwithstanding
foregoing,
the rights
of anythat
person
withdrawn
his or its
before
the
Closing Date,the
valid
acceptances
(provided
theywho
arehas
not,
where permitted,
acceptance
beforeresult
the termination
the right
of withdrawal
by the
SC shall
be
withdrawn),
which would
in the Jointof
Offerors
holding
in aggregate,
together
withnot
such
prejudiced
by already
the termination
of held
the right
of withdrawal
by the SC.
ACB Shares
that are
acquired,
or entitled
to be acquired
or held by the Joint
WITHDRAWAL
OFFER
the
Offer will ceaseOF
to THE
be capable
of further acceptance and that the Accepting Holders and
The Joint Offerors
cannot withdraw the Offer without the prior written approval from the SC.
(“Shareholding
Condition”).
METHOD
OF SETTLEMENT
LCB
has obtained
the necessary approvals to implement the Offer as follows:
Subject SC,
to the
Offer
having
declared 2008;
wholly unconditional as to
(a)
which
washaving
obtainedbecome
vide itsor
letter
datedbeen
28 November
acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B
WarrantsECU
intopursuant
the CDStoaccount
of theInvestment
AcceptingCommittee’s
Holders within
twenty-one
(21)Acquisition
days from
(b)
the Foreign
Guidelines
on the
the Closing
Date of the
Offer in
respect
of acceptances
which
received
and are
complete
of Interests,
Mergers
and
Take-Overs
by Local
and are
Foreign
Interest,
which
was
in all respects
by vide
that date.
obtained
its letter dated 28 November 2008;
This is provided
thatwas
all such
acceptances
are deemed
the Joint 2008;
Offerors to be complete
(c)
MITI, which
obtained
vide its letter
dated 24byDecember
and valid in all respects in accordance with the terms and conditions in the Offer Document.
(d)
Except with
consent
of the SC,
which
letterthe
dated
22 December
2008;
and would only be granted in certain circumstances in
which all Holders of the Offer Shares are to be treated similarly, settlement of the
consideration
to which
Holder
is entitled
under
the Offer will be implemented
(e)
Shareholders
of any
LCBAccepting
at the EGM
held on
22 January
2009.
in full, in accordance with the terms of the Offer, without regard to any lien, right of set-off,
counter-claim
or other
analogous
to which
Joint
Offerorsvide
mayitsotherwise
be 26
or
The
SC has granted
consent
for therights
contents
of the the
Offer
Document
letter dated
claim to be
entitled
as against
thedisclosure
Acceptingrequirements
Holder.
February
2009
in respect
of the
of the Code. However, such consent
This, however, is without prejudice to the Joint Offerors’ rights to make any claim against the
Accepting Holder after such full settlement in respect of a breach of the warranty stated in
Section 3 above.
55
58
58
9.
ANNOUNCEMENT
OF
ACCEPTANCES
9.
ANNOUNCEMENT
OF
9. principal
ANNOUNCEMENT
OF ACCEPTANCES
ACCEPTANCES
The
terms and conditions
of the Offer, unless otherwise directed or permitted to be varied by
the SC are
as
follows:(a)
The
Joint Offerors
will announce
the following
by way
of Press
Notice and
(a)
The
(a)
The Joint
Joint Offerors
Offerors will
will announce
announce the
the following
following by
by way
way of
of Press
Press Notice
Notice and
and
simultaneously
inform
the
SC
and
Bursa
Securities
before
trading
of
the
LCB
Shares
simultaneously
inform
the
SC
and
Bursa
Securities
before
trading
of
the
LCB
Shares
simultaneously
inform
the
SC
and
Bursa
Securities
before
trading
of
the
LCB
Shares
1.
CONSIDERATION
FOR
THE
OFFER
commences
on Bursa
Securities on
the Relevant
Day:commences
commences on
on Bursa
Bursa Securities
Securities on
on the
the Relevant
Relevant Day:Day:Each Holder
is offered
one (1)ofLCB
BOffer,
Warrant
for
every
ten (10)
existing
ACB Shares
held.
(i)
The
position
the
that
is,
whether
the
Offer
is
closed,
revised
or
(i)
The
of
the
Offer,
that
is,
whether
the
Offer
is
closed,
revised
or
(i) termsextended;
The
position
of
the
Offer,
that
is,
whether
the
Offer
is
closed,
revised
or
The salient
andposition
conditions
of
the
LCB
B
Warrants
are
as
set
out
in
Appendix
I
of
the
and
extended;
and
extended; and
Notice.
(ii)
The
total
number
of
Offer Shares,
and
the
respective percentages
of the
(ii)
The
total
number
of
Shares,
and
the
percentages
the
(ii)
The
total
number
of Offer
Offer
Shares,
andevent
the respective
respective
percentages
ofpays
the
Notwithstanding
the provision
in Section
3ofbelow,
in the
ACB declares,
makes orof
issued
and
paid-up
capital
the
Offeree:issued
and
paid-up
capital
of
the
Offeree:issued
anddistributions
paid-up capital
of the
the date
Offeree:any dividend and/or
other
after
of the Offer Document but prior to the
close of the Offer
whichInthe
JointofOfferors
are not entitled
retain,
thebeen
consideration
for
(A)
respect
which acceptances
of
thetoOffer
have
received after
(A)
of
acceptances
of
Offer
have
been
after
(A)shallIn
Inberespect
respect
of which
which
acceptances
ofofthe
the
Offer
have
been received
received
after
each Offer Share
reduced
by
the
quantum
the
net
dividend
and/or
other
the
Posting Date;
the
the Posting
Posting
Date;
distributions declared, made
or paid. Date;
(B)
Held
by
the Joint
Offerors
at
the time
of
the Posting
Date;
and
(B)
Held
by
Joint
Offerors
at
of
Date;
(B)
Held
by the
thefrom
Jointthe
Offerors
at the
the
time
of the
the Posting
Posting
Date;
and
Any fractional entitlements
arising
Offer will
betime
disregarded
and shall
beand
dealt with
in such manner as
the
Joint
Offerors
may
in
their
sole
and
absolute
discretion
deem
expedient
(C)
Acquired
or
agreed
to
be
acquired
by
the
Joint
Offerors
during
the
(C)
Acquired
or
agreed
to
be
acquired
by
the
Joint
Offerors
during
the
(C)
Acquired
or
agreed
to
be
acquired
by
the
Joint
Offerors
during
the
or to be in the best interest
of the
Joint Offerors.
Offer
Period.
Offer
Period.
Offer Period.
Holders
of
the
Offer
Shares
may
accept
the Offerbyinacceptances,
respect of all
or may
any be
of included
their Offer
(b)
In
computing
the
Offer
Shares
represented
there
or
(b)
In
computing
the
Offer
Shares
represented
by
acceptances,
there
may
be
included
or
(b)
In
computing
the
Offer
Shares
represented
by
acceptances,
there
may
be
included
or
Shares.
excluded
for
announcement
purposes,
acceptances
which
are
not
in
all
respects
in
excluded
for
announcement
purposes,
acceptances
which
are
not
in
all
respects
in
excluded
for
announcement
purposes,
acceptances
which
are
not
in
all
respects
in
order
or
which
are
subject
to
verification.
order
or
which
are
subject
to
verification.
order orOF
which
subject to verification.
2.
CONDITION
THEare
OFFER
10.
10.
10.
(c)
References
to
the making
of
an announcement
or the
giving
of
notice by
the
Joint
(c)
References
to
making
of
announcement
giving
of
by
the
Joint
(c) Offer
References
to the
the
making
ofofan
an
announcement
or
the
giving
of notice
notice
by
the
Joint
The
is conditional
upon
the Joint
Offerors
receivingor
bythe
5.00
pm (Malaysian
time)
on
or
Offerors
include
the
release
an
announcement
by
AmInvestment
Bank
or
the
Joint
Offerors
include
the
release
of
an
announcement
by
AmInvestment
Bank
or
the
Joint
Offerors
include
the
release
of
an
announcement
by
AmInvestment
Bank
or
the
Joint
before the
Closing
Date,
valid
acceptances
(provided
that
they
are
not,
where
permitted,
Offerors’
advertising
agent(s)
to
the press,
and
the delivery
or
transmission
via
Offerors’
advertising
agent(s)
to
press,
and
or
transmission
via
Offerors’
advertising
agent(s)
to the
the
press,holding
and the
the
delivery
ortogether
transmission
via
withdrawn),
whichor
would
result
in the Joint
Offerors
in delivery
aggregate,
with
such
facsimile
Bursa
Securities’
Listing
Information
Network
(also
known
as
Bursa
facsimile
or
Bursa
Securities’
Listing
Information
Network
(also
known
as
Bursa
facsimile
or
Bursa
Securities’
Listing
Information
Network
(also
known
as
Bursa
ACB Shares
that
are
already
acquired,
held
or
entitled
to
be
acquired
or
held
by
the
Joint
LINK) of
an announcement
to
Bursa Securities.
of
announcement
to
LINK)
of an
an50%
announcement
to Bursa
Bursa
Securities.
Offerors,LINK)
more than
of the voting
shares Securities.
of ACB, failing which the Offer shall lapse and
the
OfferAn
willannouncement
cease to be capable
ofotherwise
further acceptance
and thatSecurities
the Accepting
Holders
and
(d)
made
than
to Bursa
shall
be notified
(d)
An
announcement
made
otherwise
than
Securities
shall
(d) Jointsimultaneously
An
announcement
made
otherwise
than to
tobyBursa
Bursa
Securities
shall ofbe
bethenotified
notified
the
Offerors
will to
thereafter
cease
to be bound
any prior
acceptances
Offer
Bursa
Securities.
simultaneously
to
simultaneously
to Bursa
Bursa Securities.
Securities.
(“Shareholding
Condition”).
GENERAL
GENERAL
GENERAL
LCB
has obtained the necessary approvals to implement the Offer as follows:
(a)
All
communications, notices,
documents
and
payments to
be
delivered or
sent
to
the
(a)
All
notices,
documents
and
to
be
or
sent
to
(a)
All communications,
communications,
notices,
documents
and
payments
toas
bethedelivered
delivered
or be,
sentwill
to the
the
(a)
SC,
whichofwas
obtained
vide its
letter
dated
28 payments
November
2008;
Holders
the
Offer
Shares
or
their
designated
agents,
case
may
be
Holders
of
the
Offer
Shares
or
their
designated
agents,
as
the
case
may
be,
will
Holders of by
theordinary
Offer Shares
ortheir
theirown
designated
agents, as the case may be, will be
be
despatched
mail
at
risk.
despatched
by
ordinary
mail
their
despatched
by to
ordinary
mail at
atInvestment
their own
own risk.
risk.
(b)
ECU
pursuant
the Foreign
Committee’s Guidelines on the Acquisition
of
Interests,omission
Mergers toand
Take-Overs
by Local
and Foreign
Interest,towhich
was
Accidental
despatch
the
Offer
Document
to
any
person
whom
the
Accidental
omission
to
despatch
the
Offer
Document
to
any
person
to
whom
the
Accidental
omission
to
despatch
the
Offer
Document
to
any
person
to
whom
the
obtained
vide
its
letter
dated
28
November
2008;
invalidate
the
Offer
in
any
way.
Offer
is
made
shall
not
Offer
is
made
shall
not
invalidate
the
Offer
in
any
way.
Offer is made shall not invalidate the Offer in any way.
(c)
MITI,
which
was
obtained
vide
its lettertodated
24 December
2008;
(c)
All
costs
and
expenses
of
or
incidental
the
preparation
and
circulation of
the Offer
(c)
All
costs
and
expenses
of
or
incidental
to
the
preparation
and
of
Offer
(c)
All costs and
expenses
of or incidental
toand
theother
preparation
and circulation
circulation
of the
the
Offer
Document
(other
than
professional
fees
costs
relating
to
the
Offer
incurred
Document
(other
than
professional
fees
and
other
costs
relating
to
the
Offer
incurred
Document
(other
than
professional
fees
and
other
costs
relating
to
the
Offer
incurred
(d)
BNM,
which
was
obtained
vide
its
letter
dated
19
December
2008
and
the
addendum
by
the
Offeree)
will
be
borne
by
the Joint
Offerors.
Malaysian
stamp
duty
and
by
the
Offeree)
will
be
borne
by
Offerors.
Malaysian
stamp
duty
and
by
the
Offeree)
will
be 2008;
borne
by the
the Joint
Joint
Offerors.
Malaysian
stamp
duty
and
letter
dated
22
December
and
Malaysian
transfer
fees,
if
any,
resulting
from
acceptances
of
the
Offer
will
also
be
Malaysian
transfer
fees,
if
any,
resulting
from
acceptances
of
the
Offer
will
also
be
Malaysian
transfer
fees,
if
any,
resulting
from
acceptances
of
the
Offer
will
also
be
borne
by
the
Joint
Offerors.
For
the
avoidance
of
doubt,
the
payment
of
any
transfer
borne
by
the
Joint
Offerors.
For
the
avoidance
of
doubt,
the
payment
of
any
transfer
borne
by
the
Joint
Offerors.
For
the
avoidance
of
doubt,
the
payment
of
any
transfer
(e)
Shareholders
of
LCB
at
the
EGM
held
on
22
January
2009.
fees,
taxes,
duties,
costs, expenses
or
other
requisite
payments
due in
a jurisdiction
fees,
taxes,
duties,
expenses
or
other
requisite
payments
in
fees,
taxes,
duties,orcosts,
costs,
expenses
or
other
requisite
payments due
due
in aa jurisdiction
jurisdiction
outside
Malaysia
the
payment
of
any
levy
for
the
repatriation
of
capital
or income
outside
Malaysia
or
the
payment
of
any
levy
for
the
repatriation
of
capital
income
outside
Malaysia
or
the
payment
of
any
levy
for
the
repatriation
of
capital
ordated
income
The SC tax
has shall
granted
consent
for
the
contents
of the Offer Document vide its letteror
26
not
be
borne
by
the
Joint
Offerors.
tax
shall
not
be
borne
by
the
Joint
Offerors.
shall
be borne
bydisclosure
the Joint Offerors.
Februarytax
2009
innot
respect
of the
requirements of the Code. However, such consent
(b)
(b)
(b)
shall
notThe
be taken
indicate
that the
SCTransfer
recommends
Offer.
(d)
Formtoof
Acceptance
and
whichthewill
accompany the
Offer Document
(d)
The
(d)
The Form
Form of
of Acceptance
Acceptance and
and Transfer
Transfer which
which will
will accompany
accompany the
the Offer
Offer Document
Document
will
contain
provisions
as
to
the
acceptance
of
the
Offer
and
the
transfer
of
the
Offer
will
contain
provisions
as
to
the
acceptance
of
the
Offer
and
the
transfer
of
the
Offer
will
contain
provisions
as
to
the
acceptance
of
the
Offer
and
the
transfer
of
the
Offer
Shares
to
the
Joint
Offerors
or
their
appointed
nominees,
instructions
for
the
Shares
to
the
Joint
Offerors
or
their
appointed
nominees,
instructions
for
the
Shares
to
the
Joint
Offerors
or
their
appointed
nominees,
instructions
for
the
completion
of
the
Form
of
Acceptance
and
Transfer,
and
other
matters
incidental
completion
of
the
Form
of
Acceptance
and
Transfer,
and
other
matters
incidental
completion
of
the
Form
of
Acceptance
and
Transfer,
and
other
matters
incidental
thereto.
No
acknowledgement of
the
receipt of
the Form
of Acceptance
and Transfer
thereto.
No
the
thereto.
No acknowledgement
acknowledgement of
of 55
the receipt
receipt of
of the
the Form
Form of
of Acceptance
Acceptance and
and Transfer
Transfer
will
be
issued.
will
be
issued.
will be issued.
59
59
59
59
59
(e) terms
Theand
Offer
and all acceptances
thereunder
will beorgoverned
construed
The principal
conditions
of the Offer,received
unless otherwise
directed
permittedbytoand
be varied
by
in accordance with the laws of Malaysia.
the SC are as follows:1.
(f)
Accepting Holders
may accept
the Offer in respect of all or part of their Offer Shares.
CONSIDERATION
FOR THE
OFFER
The acceptance by any Accepting Holder of the Offer shall not exceed the Accepting
Holder’s
total holding
of theBOffer
Shares
failingten
which
Joint ACB
Offerors
have
the
Each Holder
is offered
one (1) LCB
Warrant
for every
(10) the
existing
Shares
held.
discretion
to treat
such acceptances
The salient
terms and
conditions
of the LCBasBinvalid.
Warrants are as set out in Appendix I of the
Notice.
Notwithstanding the provision in Section 3 below, in the event ACB declares, makes or pays
any dividend and/or other distributions after the date of the Offer Document but prior to the
Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with
or to be in the best interest of the Joint Offerors.
restShares
of thismay
pageaccept
has been
left of
blank]
Holders of the[The
Offer
the intentionally
Offer in respect
all or any of their Offer
Shares.
2.
CONDITION OF THE OFFER
withdrawn), which would result in the Joint Offerors holding in aggregate, together with such
(a)
(b)
(c)
(d)
(e)
55
60
60
APPENDIX V – FURTHER INFORMATION
1.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually
and collectively accept full responsibility for the accuracy of the information provided by ACB
in the IAC except for the contents of MIMB’s advice to the shareholders of ACB contained in
Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best
of their knowledge and belief, there are no other material facts the omission of which will
make any statement in this IAC inaccurate or misleading.
The responsibilities of the Board of ACB, in relation to the information on the Joint Offerors
and the Offer that are reproduced from the Offer Document, are limited to ensuring that such
information is accurately reproduced in this IAC.
2.
FINANCIAL RESOURCES OF THE JOINT OFFERORS
As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and
AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial
capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy
acceptances of the Offer in view that the Offer will be wholly satisfied by the issuance of
LCB B Warrants.
3.
DISCLOSURE OF INTEREST AND DEALING IN SHARES
3.1
By ACB
(i)
Save as disclosed below, neither ACB nor its subsidiaries hold, directly or indirectly,
any voting shares or convertible securities in LCB and/or Limpahjaya as at LPD:Direct
Interest
%
Indirect
Interest
%
660,666
0.04
22,061,721*
1.16
4,201,137
0.22
-
-
13,750,044
0.72
-
-
4,110,540
0.22
-
-
1,218,342
N/A
-
-
64,163,759
N/A
-
-
LCB Shares
ACB
Exuniq Sdn Bhd
Umatrac Enterprises Sdn Bhd
Amsteel Equity Capital Sdn Bhd
LCB Class B(a) RCSLS (RM)
ACB
LCB Class B(b) RCSLS (RM)
ACB
Note:*
(ii)
Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd,
Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd.
Neither ACB nor its subsidiaries has dealt, directly or indirectly, in the voting shares
of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21
May 2008, being the commencement of the Offer Period and ending on LPD.
61
61
APPENDIX V – FURTHER INFORMATION (CONT’D)
3.2
1.
By the Directors
of ACB
DIRECTORS’
RESPONSIBILITY
STATEMENT
3.2.1
As atBoard
LPD,ofnone
theseen
Directors
of ACBthis
holds,
directly
anyACB
voting
shares or
The
ACBofhas
and approved
IAC.
All of or
theindirectly,
Directors of
individually
convertible
securities
ACB,
LCB and/orfor
Limpahjaya
save
for:-information provided by ACB
and
collectively
acceptinfull
responsibility
the accuracy
of the
(a) B ofJen
Dato’
Zainthat,
Mahmud
Hashimmade
(b) who
has an interest
in :- and to the best
Part
thisTan
IACSri
and
confirm
after having
all reasonable
enquiries,
Indirect
No. of
make any statement in this IAC inaccurate orDirect
misleading.
Interest
%
Interest
%
ESOS
a
ACB Sharesof the Board of ACB, in relation
53,321on
0.004
N/A
The responsibilities
to theinformation
the
Joint Offerors
a ensuring that such
and the Offer
that
are
reproduced
from
the
Offer
Document,
are
limited
to
LCB Shares
16,200
*
N/A
Notes:-
a
2.
Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin
Hajjah Salifah Bte Mohd Esa.
*
Negligible.
(b)
TSWC who
interest that
in:- the Offer will not fail due to insufficient financial
AmInvestment
Bankhas
is an
satisfied
capability of the Joint Offerors and Direct
the Joint Offerors would
be able to fully No.
satisfy
Indirect
of
acceptances of the Offer in view thatInterest
the Offer will
satisfied by %
the issuance
of
%be whollyInterest
ESOS
a
LCB
B
Warrants.
ACB Shares
629,113,455
47.26
N/A
3.
3.1
LCB Shares
458,685
0.05 1,646,549,994 b
1,218,342 c
102,397,059 d
86.68
N/A
N/A
490,000
-
By ACBNotes:a
(i)
Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB,
Silverstone
Corporation
Berhad,
Amsteel Mills
Bhd and
LDHB, and
SaveLimpahjaya,
as disclosed
below, neither
ACB
nor itsLICB,
subsidiaries
hold,Sdn
directly
or indirectly,
deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Chan
any voting
convertible
securities in LCB and/or Limpahjaya as at LPD:Chau Hashares
@ ChanorChow
Har.
b
Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion
Direct
Holdings Sdn Bhd, LDHB, LICB, Bayview
Properties Sdn Bhd, LionIndirect
Management Sdn Bhd,
Interest
%
Interest
%Bhd,
Horizon Towers Sdn Bhd, Lancaster Trading
Company Limited,
Araniaga
Holdings Sdn
Panoron
LCB
SharesSdn Bhd, Happyvest (M) Sdn Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M)
Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest (M) Sdn Bhd, Lion Holdings
Pte Ltd,
*
ACB
660,666
0.04Development
22,061,721
1.16Bhd,
Viewtrain Company Limited, Billion Grow
Limited, Lion
(Penang) Sdn
Trillionvest
Sdn Bhd, Silverstone Corporation
Berhad, Projek
Electronics
Exuniq
Sdn Bhd
4,201,137
0.22Jaya Sdn Bhd, Ceemax
Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd,
Umatrac
Enterprises
13,750,044
0.72
Umatrac
EnterprisesSdn
Sdn Bhd
Bhd, ACB, Narajaya
Sdn Bhd, Sin
Seng Investments Pte-Ltd, Actual- Best
Limited,Equity
Amsteel
EquitySdn
Capital
Teraju Varia Sdn0.22
Bhd And LDH Management
Sdn Bhd.
Amsteel
Capital
BhdSdn Bhd,4,110,540
-
c LCB
Deemed
by virtue
of Section 6A of the Act held via ACB.
Classinterested
B(a) RCSLS
(RM)
d ACB
Deemed interested by virtue of Section 6A
of the Act held via
ACB, Silverstone Corporation
Berhad
1,218,342
N/A
and LICB.
(c)
ACB
64,163,759
Tan
Siak Tee who has an interest in:Note:*
Direct
-
-
Indirect
No. of
Interest
%
Interest
% ESOS
Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd.
ACB Shares
(ii)
N/A
10,000
*
-
-
N/A
LCB Shares
- shares
N/A
Neither
ACB nor its subsidiaries has3,500
dealt, directly* or indirectly, in -the voting
of
LCB
and/or
Limpahjaya
during
the
period
commencing
six
(6)
months
prior
to
21
Note:May 2008, being the commencement of the Offer Period and ending on LPD.
*
Negligible
As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his
direct shareholding in ACB.
61
62
62
3.2.2
1.
3.2.3
4.
2.
3.
3.1
None of the Directors
of ACB has dealt,
directly or indirectly, in the voting shares of ACB,
DIRECTORS’
RESPONSIBILITY
STATEMENT
LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008,
being
the commencement
of and
the Offer
Period
ending
LPD.
The
Board
of ACB has seen
approved
thisand
IAC.
All ofonthe
Directors of ACB individually
Save
disclosed
above,
none ofofthe
Directors
of ACB
any interest
in contained
ACB, LCB,
in
the as
IAC
except for
the contents
MIMB’s
advice
to the holds
shareholders
of ACB
in
and/or
Limpahjaya
as
at
LPD.
MATERIAL LITIGATION, CLAIMS OR ARBITRATION
ACBtheGroup
and
Offer that are reproduced from the Offer Document, are limited to ensuring that such
Save as disclosed below, the ACB Group is not engaged in any material litigation, claims or
arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of
ACB are not aware
of any proceedings
pendingOFFERORS
or threatened against the ACB Group or of
FINANCIAL
RESOURCES
OF THE JOINT
any facts likely to give rise to any proceedings which may materially affect the financial
position
or business
of the7ACB
Group:As
disclosed
in Section
of the
Offer Document, the Joint Offerors has confirmed and
(a)
ByofShah
Courtand
Suitthe
No.Joint
MT3-22-386-98
filed on
Aprilto1998,
capability
the Alam
Joint High
Offerors
Offerors would
be 6able
fullyAmsteel
satisfy
Equity
Capital
Sdn
Promet
Berhad satisfied
for contrabylosses
amounting
acceptances
of the
Offer
in Bhd
viewclaimed
that theagainst
Offer will
be wholly
the issuance
of
to RM16,433,931.55, interest amounting to RM243,910.23 as at 26 March 1998 and
LCB B Warrants.
further interest at the rate of 18.5% on the principal sum of RM16,443,931.55 from
27 March 1998 until date of full settlement. Summary Judgment was obtained against
Promet OF
Berhad
on 19 June
PrometINBerhad’s
appeal against the summary
DISCLOSURE
INTEREST
AND2003.
DEALING
SHARES
judgment was dismissed by the High Court on 7 January 2007. Promet Berhad is now
By ACBappealing to the Court of Appeal and a date has yet to be fixed to hear the appeal.
Promet Berhad’s application for stay of execution at Shah Alam High Court has been
dismissed.
The Directors
have been
advised
Amsteel Equity
Capitalor
Sdn
Bhd has
(i)
Save
as disclosed
below, neither
ACB
nor itsthat
subsidiaries
hold, directly
indirectly,
reasonable
grounds
the claims.
Meanwhile,
winding
up petitionashas
been filed
any
voting shares
or for
convertible
securities
in LCBa and/or
Limpahjaya
at LPD:against Promet Berhad. Amsteel Equity Capital Sdn Bhd filed the Notice of Intention
to Appear on Petition on 8 October 2008
and this case has been Indirect
fixed for mention on
Direct
21 March 2009.
Interest
%
Interest
%
LCB Shares
(b)
*
Magna
Sdn
Dunia Epik
Sdn
ACB Prima Berhad, Magna Prima Construction
660,666
0.04Bhd and
22,061,721
1.16Bhd
have filed a Writ of Summons No. D6-22-2039-2000 in the High Court of Malaya at
Exuniq Sdn Bhd
4,201,137
0.22
Kuala Lumpur against Amsteel Equity Capital Sdn Bhd (“AEC”) and fourteen (14)
Umatrac
Enterprises
Sdn Bhd inter alia,
13,750,044
0.72 have taken out
- the sum
- of
others
wherein
they alleged,
that certain parties
RM22.1
from the
of4,110,540
Magna Prima Construction
Sdn Bhd
Amsteelmillion
Equity Capital
Sdnaccounts
Bhd
0.22
- and Dunia
Epik
that the
money was used to purchase shares through AEC. It was
LCBSdn
ClassBhd
B(a)and
RCSLS
(RM)
further alleged that AEC had constructive notice of such action and therefore is the
ACB
1,218,342
N/A
constructive trustee of the money which was used to purchase the shares. The writ
LCBserved
Class B(b)
RCSLS
(RM)
was
on AEC
on or
about 7 June 2005. The matter has been fixed for trial on
N/Athat AEC has a defence
29ACB
and 30 June 2009. The Directors64,163,759
have been advised
to- the
claim.
Due
to
the
new
court
system,
the
case
management
has
been
brought
forward
Note:to 21 January 2009 and pursuant to that, the matter has been fixed for trial on 29 June
*
2009
and 30Enterprises
June 2009.
Umatrac
Sdn Bhd and Amsteel Equity Capital Sdn Bhd.
(ii)
Neither ACB nor its subsidiaries has dealt, directly or indirectly, in the voting shares
61
63
63
(c)
A
Writ of
Summons was
filed by
Amsteel Equity
Capital Sdn
Bhd against
Koh Kim
(c)
A
Sdn
(c)
A Writ
Writ of
ofststSummons
Summons was
was filed
filed by
by Amsteel
Amsteel Equity
Equity Capital
Capital
Sdn Bhd
Bhd against
against Koh
Koh Kim
Kim
nd
(c)
A
Writ
of
Summons
was
filed
by
Amsteel
Equity
Capital
Sdn
Bhd
against
Koh
Kim
nd Defendant”)
Teck
(“1
Defendant”)
and
Liew
Yoon
Thiam
(“2
at
the
stSummons
nd Defendant”)
(c)
A
Writ
of
was
filed
by
Amsteel
Equity
Capital
Sdn
Bhd
against
KohKuala
Kim
1.
DIRECTORS’
RESPONSIBILITY
STATEMENT
Teck
(“1
Defendant”)
and
Liew
Yoon
Thiam
(“2
at
the
Kuala
st
nd
Teck
(“1
Defendant”)
and
Liew
Yoon
Thiam
(“2
Defendant”)
at
the
Kuala
st
nd
Teck
(“1
Defendant”)
and
Liew
Yoon
Thiam
(“2
Defendant”)
at
the
Kuala
Lumpur
High
Court
Suit
No:
01-22-3529-1998
on
33 September
1998
for
Teck
(“1
Defendant”)
and
Liew
Yoon
Thiam
(“2
Defendant”)
at
the
Kuala
Lumpur
High
Court
Suit
No:
01-22-3529-1998
on
September
1998
for
Lumpur
High
Court
Suit
No:
01-22-3529-1998
on
33 September
1998
for
Lumpur
High
Court
Suit
No:
01-22-3529-1998
on
September
1998
for
RM2,267,873.71,
interest
in
arrears
for
RM432,140.94
and
further
interest
at
18.5%
Lumpur
High
Court
Suit
No:
01-22-3529-1998
on
3
September
1998
for
The Board
of
ACB
has
seen
and
approved
this
IAC.
All
of
the
Directors
of
ACB
individually
RM2,267,873.71,
interest
in
arrears
for
RM432,140.94
and
further
interest
at
18.5%
RM2,267,873.71,
interest
in
arrears
for
RM432,140.94
and
further
interest
at
18.5%
RM2,267,873.71,
interest
in
arrears
for
RM432,140.94
and
further
interest
at
18.5%
per annum
annum
for full
share
transaction
losses.
Judgment
inthe
default
was
obtained
against
the
RM2,267,873.71,
interest
in
arrears
for
RM432,140.94
and
further
interest
at
18.5%
and collectively
accept
responsibility
for
the
accuracy
of
information
provided
by
ACB
per
for
share
transaction
losses.
Judgment
in
default
was
obtained
against
the
per
annum
for
share
transaction
losses.
Judgment
in default
was
obtained
against
the
st
per
annum
for
share
transaction
losses.
Judgment
default
was
obtained
against
st Defendant
nd Defendant
1per
on
30
April
The
case
management
against
the
22nd
is
nd Defendant
annumfor
forthe
share
losses.
Judgment
inshareholders
default
wasof
obtained
against the
the
in the IAC
contents
MIMB’s
to thein
ACB
contained
in
Defendant
on
30 transaction
Aprilof2008.
2008.
The advice
case
management
against
the
is
nd
111ststst except
Defendant
on
30
April
2008.
The
case
management
against
the
2
Defendant
nd
nd Defendant is
Defendant
on
30
April
2008.
The
case
management
against
the
2
is
nd
fixed
on
12
January
2009
and
the
full
trial
against
the
2
Defendant
is
fixed
to
be
nd
1
Defendant
on
30
April
2008.
The
case
management
against
the
2
Defendant
is
Part B offixed
this
IAC
and
confirm
that,
after
having
made
all
reasonable
enquiries,
and
to
the
best
on
12
January
2009
and
the
full
trial
against
the
2
Defendant
is
fixed
to
be
nd
fixed on
on 12
12 January
January 2009
2009 and
and the
the full
full trial
trial against
against the
the 22nd Defendant
Defendant is
is fixed
fixed to
to be
be
fixed
held
from
3
February
2009
to
5
February
2009.
Both
Defendants’
solicitors
filed
an
fixed
on 1233and
January
trial
against
theDefendants’
2theDefendant
is which
fixed
towill
be
of their knowledge
belief,2009
thereand
are
nofull
other
material
facts
omission
of
held
from
February
2009
to
55the
February
2009.
Both
solicitors
filed
an
held
from
February
2009
to
2009.
Both
Defendants’
solicitors
filed
an
held
from
33in
February
2009
to
55 February
February
2009.
Both
Defendants’
solicitors
filed
an
to
set
aside
the
court
order
dated
30
April
2008,
11 July
2008
and
16
held
from
February
2009
to
February
2009.
Both
Defendants’
solicitors
filed
an
make anyapplication
statement
this
IAC
inaccurate
or
misleading.
application
to
set
aside
the
court
order
dated
30
April
2008,
July
2008
and
16
application
to
set aside
the court
order
dated
30
April
2008,
11 July
2008
and 16
application
to
aside
order
dated
30
April
2008,
2008
16
September
2008
Pursuant
that,
case
has
been
postponed
88
application
to set
setrespectively.
aside the
the court
court
order to
dated
30this
April
2008,
1 July
July
2008 and
andto
16
September
2008
respectively.
Pursuant
to
that,
this
case
has
been
postponed
to
September
2008
respectively.
Pursuant
to
that,
this
case
has
been
postponed
to
8
September
2008
respectively.
Pursuant
to
that,
this
case
has
been
postponed
to
April
2009.
September
2008
Pursuant
to that,
this
case has been
to 88
of the respectively.
Board of ACB,
in relation
to the
information
on thepostponed
Joint Offerors
April
2009.
April
2009.
April
2009.
April that
2009.
and the Offer
are reproduced from the Offer Document, are limited to ensuring that such
(d)
A
Singapore
Judgment
was
obtained
against
Lim Chuan
Boon by
AMS Securities
(S)
information
is accurately
reproduced
in this IAC.
(d)
A
Judgment
was
against
(d)
A Singapore
Singapore
Judgment
was obtained
obtained
against Lim
Lim Chuan
Chuan Boon
Boon by
by AMS
AMS Securities
Securities (S)
(S)
(d)
A
Singapore
Judgment
was
obtained
against
Lim
Chuan
Boon
by
AMS
Securities
(S)
Pte
Ltd
on
10
November
2004
and
an
order
to
register
the
Judgment
was
obtained
on
(d)
A
Singapore
Judgment
was
obtained
against
Lim
Chuan
Boon
by
AMS
Securities
(S)
Pte
Ltd
on
10
November
2004
and
an
order
to
register
the
Judgment
was
obtained
on
Pte
Ltd
on
10
November
2004
and
an
order
to
register
the
Judgment
was
obtained
on
Ltd
on
10
November
2004
and
an
order
to
register
the
Judgment
was
obtained
on
1Pte
March
2005.
The
sum
claimed
by
AMS
Securities
(S)
Pte
Ltd
is
RM4,845,710.00
Ltd
on
10
November
2004
and
an
order
to
register
the
Judgment
was
obtained
on
1Pte
March
2005.
The
sum
claimed
by
AMS
Securities
(S)
Pte
Ltd
is
RM4,845,710.00
11 March
2005.
The
sum
claimed
by
AMS
Securities
(S)
Pte
Ltd
is
RM4,845,710.00
March
2005.
The
sum
claimed
by
AMS
Securities
(S)
Pte
Ltd
is
RM4,845,710.00
for
contra
losses
with
interest
at
14.75%
per
annum.
The
defendant’s
application
to
1forMarch
2005.
The
sum
claimed
by
AMS
Securities
(S)
Pte
Ltd
is
RM4,845,710.00
2.
FINANCIAL
RESOURCES
OF
THE
JOINT
OFFERORS
for
contra
losses
with
interest
at
14.75%
per
annum.
The
defendant’s
application
to
contra
losses
with
interest
at
14.75%
per
annum.
The
defendant’s
application
to
for
contra
losses
with
interest
at
14.75%
per
annum.
The
defendant’s
application
to
set
aside
the
order
to
register
the
Judgment
was
dismissed
on
77 February
2007.
An
for
contra
losses
with
interest
at
14.75%
per
annum.
The
defendant’s
application
to
set
aside
the
order
to
register
the
Judgment
was
dismissed
on
February
2007.
An
set
aside
the
order
to
register
the
Judgment
was
dismissed
on
7
February
2007.
An
set
aside
the
order
to
register
the
Judgment
was
dismissed
on
7
February
2007.
An
appeal
by
the
defendant
to
the
Judge
in
Chambers
was
dismissed
with
costs
on
20
set
aside
the
order
to
register
the
Judgment
was
dismissed
on
7
February
2007.
An
As disclosed
in
Section
7
of
the
Offer
Document,
the
Joint
Offerors
has
confirmed
and
appeal
by
the
defendant
to
the
Judge
in
Chambers
was
dismissed
with
costs
on
20
appeal
by
the
defendant
to
the
Judge
in
Chambers
was
dismissed
with
costs
on
20
appeal
by
the
defendant
to
the
Judge
in
Chambers
was
dismissed
with
costs
on
20
January
2009.
On
20
January
2009,
the
appeal
was
dismissed
with
costs.
appeal
by
the
defendant
to
the
Judge
in
Chambers
was
dismissed
with
costs
on
20
AmInvestment
Bank
is
satisfied
that
the
Offer
will
not
fail
due
to
insufficient
financial
January
2009.
On
20
January
2009,
the
appeal
was
dismissed
with
costs.
January 2009.
2009. On
On 20
20 January
January 2009,
2009, the
the appeal
appeal was
was dismissed
dismissed with
with costs.
costs.
January
January
2009.
On
20
January
2009,
the
appeal
was
dismissed
with
costs.
(e)
By
Kuala
Lumpur
High
Civil
No.:
S3-22-262-2004,
Araprop
acceptances
of
the Offer
in view
that Court
the Offer
will Suit
be wholly
satisfied
by the issuance
of
(e)
By
Kuala
Lumpur
High
Court
Civil
Suit
No.:
S3-22-262-2004,
Araprop
(e)
By
Kuala
Lumpur
High
Court
Civil
Suit
No.:
S3-22-262-2004,
Araprop
(e)
By
Kuala
Lumpur
High
Court
Civil
Suit
No.:
S3-22-262-2004,
Araprop
Development
Sdn
Bhd
(“Araprop”)
filed
a
suit
against
Maxis
Broadband
Sdn
Bhd
(e) B Warrants.
By
Kuala
Lumpur
High
Court
Civil
Suit
No.:
S3-22-262-2004,
Araprop
LCB
Development
Sdn
Bhd
(“Araprop”)
filed
a
suit
against
Maxis
Broadband
Sdn
Bhd
Development
Sdn
Bhd (“Araprop”)
filed aa suit
against Maxis
Broadband
Sdn
Bhd
Development
Sdn
(“Araprop”)
Maxis
Broadband
Sdn
(“Maxis
Broadband”)
for
an alleged
allegedfiled
breach
ofagainst
contract
by Maxis
Maxis
Broadband
to
Development
Sdn Bhd
Bhd for
(“Araprop”)
filed
a suit
suitof
against
Maxis
Broadband
Sdn Bhd
Bhd
(“Maxis
Broadband”)
an
breach
contract
by
Broadband
to
(“Maxis
Broadband”)
for
an
alleged
breach
of
contract
by
Maxis
Broadband
to
(“Maxis
Broadband”)
for
alleged
of
contract
by
Maxis
Broadband
to
provide certain
certain
services
inan
relation
tobreach
a telecommunications
telecommunications
infrastructure
within
(“Maxis
Broadband”)
for
an
alleged
breach
of
contract
by
Maxis
Broadband
to
provide
services
in
relation
to
a
infrastructure
within
provide
certain
services
in
relation
to
a
telecommunications
infrastructure
within
provide
certain
services
in
relation
to
a
telecommunications
infrastructure
within
Bandar
Bukit
Mahkota.
The
claims
sought
are
inter
alia,
a
sum
of
approximately
provide
certain
services
in
relation
to
a
telecommunications
infrastructure
within
3.
DISCLOSURE
OF INTEREST
ANDclaims
DEALING
SHARES
Bandar Bukit
Bukit
Mahkota. The
The
claims
soughtINare
are
inter alia,
alia, aa sum
sum of
of approximately
approximately
Bandar
Mahkota.
sought
inter
Bandar
Bukit
Mahkota.
The
claims
sought
are
inter
alia,
aa sum
of
approximately
RM9.8
million
as
at
11
August
2006.
A
hearing
has
been
fixed
on
23
March
2009
in
Bandar
Bukit
Mahkota.
The
claims
sought
are
inter
alia,
sum
of
approximately
RM9.8
million
as
at
11
August
2006.
A
hearing
has
been
fixed
on
23
March
2009
in
RM9.8
million
as
at
11
August
2006.
A
hearing
has
been
fixed
on
23
March
2009
in
RM9.8
million
as
at
11
August
2006.
A
hearing
has
been
fixed
on
23
March
2009
in
respect
of
an
appeal
by
Araprop
to
include
further
losses
and
damages
which
has
RM9.8
million
as
at
11
August
2006.
A
hearing
has
been
fixed
on
23
March
2009
in
3.1
By ACBrespect
of
an
appeal
by
Araprop
to
include
further
losses
and
damages
which
has
respect
of
an
appeal
by
Araprop
to
include
further
losses
and
damages
which
has
respect
of
an
appeal
by
Araprop
to
include
further
losses
and
damages
which
has
been
incurred
and
suffered
by
Araprop
as
at
11
August
2008
in
its
statement
of
claim
respect
of
an
appeal
by
Araprop
to
include
further
losses
and
damages
which
has
been
incurred
and
suffered
by
Araprop
as
at
11
August
2008
in
its
statement
of
claim
been
incurred
and
suffered
by
Araprop as
at
11
August
2008
in
its
statement of
claim
been
incurred
and
suffered
by
as
at
11
August
2008
in
its
of
against
the
Defendant
(“Amendment
tonor
the
Statement
of
Claim”).
The matter
matter
isclaim
also
been
incurred
andbelow,
suffered
by Araprop
Araprop
asthe
at
11
Augustof
2008
in directly
its statement
statement
ofis
claim
(i)
Save
as
disclosed
neither
ACBto
itsStatement
subsidiaries
hold,
or indirectly,
against
the
Defendant
(“Amendment
Claim”).
The
also
against
the
Defendant
(“Amendment
to
the
Statement
of
Claim”).
The
matter
is
also
against
the
Defendant
(“Amendment
to
the
Statement
of
Claim”).
The
matter
is
also
fixed
for
case
management
on
23
March
2009.
Araprop’s
solicitors
are
of
the
view
against
the
Defendant
(“Amendment
to
the
Statement
of
Claim”).
The
matter
is
also
any
voting
shares
or
convertible
securities
in
LCB
and/or
Limpahjaya
as
at
LPD:fixed
for
case
management
on
23
March
2009.
Araprop’s
solicitors
are
of
the
view
fixed
for
case
management
on
23
March
2009.
Araprop’s
solicitors
are
of
the
view
fixed
for
case
management
on
23
March
2009.
Araprop’s
solicitors
are
of
the
view
that
it
has
a
strong
arguable
case
against
the
Defendants
and
that
Araprop
has
a
fixed
for
case
management
on
23
March
2009.
Araprop’s
solicitors
are
of
the
view
that it
it has
has aa strong
strong arguable
arguable case
case against
against the
the Defendants
Defendants and
and that
that Araprop
Araprop has
has aa fair
fair
that
that
it
has
aa strong
arguable
case
against
the
Defendants
and
that
Araprop
has
aa fair
fair
chance
of
succeeding
in
respect
of
the
appeal
for
the
Amendment
to
the
Statement
of
that
it
has
strong
arguable
case
against
the
Defendants
and
that
Araprop
has
fair
Direct
Indirect
chance
of
succeeding
in
respect
of
the
appeal
for
the
Amendment
to
the
Statement
of
chance
of
succeeding
in
respect
of
the
appeal
for
the
Amendment
to
the
Statement
of
chance
of
succeeding
in
respect
of
the
appeal
for
the
Amendment
to
the
Statement
of
Claim.
Interest
%
Interest
%
chance
of
succeeding
in
respect
of
the
appeal
for
the
Amendment
to
the
Statement
of
Claim.
Claim.
Claim.
Claim.
LCB Shares
LCB Group
Group
LCB
ACB
660,666
0.04
22,061,721*
1.16
LCB
Group
LCB
LCB Group
Group
Exuniq Sdn Bhd the LCB Group is 4,201,137
0.22 material litigation,
Save
Save as
as disclosed
disclosed below,
below, the
the LCB
LCB Group
Group is
is not
not engaged
engaged in
in any
any material
material litigation,
litigation, claims
claims or
or
Save
as
disclosed
below,
not
engaged
in
any
claims
Save
as
disclosed
below,
the
LCB
Group
is
not
engaged
in
any
material
litigation,
claims
or
Umatrac
Enterprises
Sdn
Bhd
13,750,044
0.72
- or
arbitration
either
as
plaintiff
or
defendant,
and
as
at
the
date
of
this
IAC,
the
Directors
of
LCB
Save
as
disclosed
below,
the
LCB
Group
is
not
engaged
in
any
material
litigation,
claims
or
arbitration
either
as
plaintiff
or
defendant,
and
as
at
the
date
of
this
IAC,
the
Directors
of
LCB
arbitration either
either as
as plaintiff
plaintiff or
or defendant,
defendant, and
and as
as at
at the
the date
date of
of this
this IAC,
IAC, the
the Directors
Directors of
of LCB
LCB
arbitration
are
not
aware
of
any
proceedings
pending
or
threatened
against
the
LCB
Group
(including
Amsteel
Equity
Capital
Sdn
Bhd
4,110,540
0.22
arbitration
either
as
plaintiff
or defendant,
and
as
at the dateagainst
of thisthe
IAC,
the Group
Directors
of LCB
are
not
aware
of
any
proceedings
pending
or
threatened
LCB
(including
are
not
aware
of
any
proceedings
pending
or
threatened
against
the
LCB
Group
(including
are
not
aware
of
any
proceedings
pending
or
threatened
against
the
LCB
Group
(including
Limpahjaya)
or
of
any
facts
likely
to
give
rise
to
any
proceedings
which
may
materially
affect
are
not
aware
of
any
proceedings
pending
or
threatened
against
the
LCB
Group
(including
Limpahjaya)
or
of
any
facts
likely
to
give
rise
to
any
proceedings
which
may
materially
affect
LCB
Class
B(a)
RCSLS
(RM)
Limpahjaya)
or
of
any
facts
likely
to
give
rise
to
any
proceedings
which
may
materially
affect
Limpahjaya)
or
of
any
facts
likely
to
give
rise
to
any
proceedings
which
may
materially
affect
the
financial
position
or
business
of
the
LCB
Group
(including
Limpahjaya):Limpahjaya)
or
of
any
facts
likely
to
give
rise
to
any
proceedings
which
may
materially
affect
the
financial
position
or
business
of
the
LCB
Group
(including
Limpahjaya):the
financial
position
or
business
of
the
LCB
Group
(including
Limpahjaya):ACB
1,218,342
N/A
the
financial
position
or
business
of
the
LCB
Group
(including
Limpahjaya):the financial position or business of the LCB Group (including Limpahjaya):LCB
Class B(b)
RCSLS
(a)
By
aa Kuala
Lumpur
High
Court
(a)
By
Kuala
Lumpur
High(RM)
Court Suit
Suit No.
No. D5-22-816-2006,
D5-22-816-2006, Chye
Chye Hup
Hup Heng
Heng Sdn
Sdn Bhd
Bhd
(a)
By
aa Kuala
Lumpur
High
Court
Suit
No.
D5-22-816-2006,
Chye
Hup
Heng
Sdn
Bhd
(a)
By
Kuala
Lumpur
High
Court
Suit
No.
D5-22-816-2006,
Chye
Hup
Heng
Sdn
(“CHH”)
claimed
against
Megasteel
a
sum
of
RM3,918,045.80
plus
interests
and
ACB
64,163,759
N/A
-Bhd
(a)
By
a
Kuala
Lumpur
High
Court
Suit
No.
D5-22-816-2006,
Chye
Hup
Heng
Sdn
(“CHH”)
claimed
against
Megasteel
a
sum
of
RM3,918,045.80
plus
interests
and
(“CHH”) claimed
claimed against
against Megasteel
Megasteel aa sum
sum of
of RM3,918,045.80
RM3,918,045.80 plus
plus interests
interests Bhd
and
(“CHH”)
and
costs
for
scrap
metal
and
incentive
payments.
Megasteel
filed
a
counter
claim
of
(“CHH”)
claimed
against
Megasteel
a
sum
of
RM3,918,045.80
plus
interests
and
costs
for
scrap
metal
and
incentive
payments.
Megasteel
filed
a
counter
claim
of
Note:costs
for
scrap
metal
and
incentive
payments.
Megasteel
filed
a
counter
claim
of
costs
for
scrap
metal
and
incentive
payments.
Megasteel
filed
a
counter
claim
of
RM800,000.00
against
CHH
and
a
further
counter
claim
against
CHH
and
Lim
Kay
costs
for
scrap
metal
and
incentive
payments.
Megasteel
filed
a
counter
claim
of
RM800,000.00
against
CHH
and
a
further
counter
claim
against
CHH
and
Lim
Kay
against
CHH
and
a
further
counter
claim
against
CHH
and
Lim
Kay
*RM800,000.00
Deemed
interested
by
virtue
of
Section
6A
of
the
Act
held
via
its
subsidiary
Exuniq
Sdn
Bhd,
RM800,000.00
against
CHH
and
a
further
counter
claim
against
CHH
and
Lim
Kay
Meng
(“LKM”)
for
aggravated
and
exemplary
damages
of
RM20.0
million
and
RM800,000.00
against
CHH
and
a
further
counter
claim
against
CHH
and
Lim
Kay
Meng
(“LKM”)
for
aggravated
and
exemplary
damages
of
RM20.0
million
and
Umatrac
Enterprises
Sdn
Bhd and Amsteel
Equity Capitaldamages
Sdn Bhd. of RM20.0 million and
Meng
(“LKM”)
for
aggravated
and exemplary
Meng
(“LKM”)
for
aggravated
damages
of
RM20.0
million
damages
for breach
breach
of
contract. and
CHHexemplary
filed aa counter
counter
claim
against
Megasteel
for
Meng
(“LKM”)
for of
aggravated
and
exemplary
damages
of against
RM20.0Megasteel
million and
and
damages
for
contract.
CHH
filed
claim
for
damages
for
breach
of
contract.
CHH
filed
a
counter
claim
against
Megasteel
for
damages
for
breach
of
contract.
CHH
filed
a
counter
claim
against
Megasteel
for
damages
of
RM10.0
million.
On
28
September
2007,
LKM’s
appeal
against
for
breach
of
contract.
CHH
filed
a
counter
claim
against
Megasteel
for
damages
of
RM10.0
million.
On
28
September
2007,
LKM’s
appeal
against
(ii)
Neither
ACB
nor
its subsidiaries
has
dealt,
directly or 2007,
indirectly,
in theappeal
voting against
shares
damages
of
RM10.0
million.
On
28
September
LKM’s
damages
of
RM10.0
million.
On
28
September
2007,
LKM’s
appeal
against
Megasteel’s
counter
claim
against
LKM
was
allowed
by
the
High
Court
Judge
and
damages
of
RM10.0
million.
On
28
September
2007,
LKM’s
appeal
against
Megasteel’s
counter
claim
against
LKM
was
allowed
Court
Judge
of
LCB and/or
Limpahjaya
period
six High
(6) months
21
Megasteel’s
counter
claim during
against the
LKM
wascommencing
allowed by
by the
the
High
Court prior
Judgetoand
and
Megasteel’s
counter
claim
against
LKM
was
allowed
by
the
High
Court
Judge
and
Megasteel’s
LKM
was
struck
out.
Megasteel
filed
an
appeal
counter
claim
against
LKM
was
allowed
by
the
High
Court
Judge
and
Megasteel’s
LKM
was
struck
out.
Megasteel
filed
an
appeal
May
2008,
being
the
commencement
of
the
Offer
Period
and
ending
on
LPD.
Megasteel’s
counter
claim
against
LKM
was
struck
out.
Megasteel filed
an
appeal
Megasteel’s
counter
claim
against
LKM
was
struck
out.
filed
an
against
this
decision
the
Court
of
Appeal
and
the
appeal
is
pending
hearing.
On
26
Megasteel’s
counter at
claim
against
LKM
was
struck
out. Megasteel
Megasteel
filed
an appeal
appeal
against
this
decision
at
the
Court
of
Appeal
and
the
appeal
is
pending
hearing.
On
26
against
this
decision
at
the
Court
of
Appeal
and
the
appeal
is
pending
hearing.
On
26
against
this
decision
at
the
Court
of
Appeal
and
the
appeal
is
pending
hearing.
On
26
October
2007,
an
appeal
by
Megasteel
to
set
aside
the
Summary
Judgment
dated
against
this
decision
at
the
Court
of
Appeal
and
the
appeal
is
pending
hearing.
On
26222
October
2007,
an
appeal
by
Megasteel
to
set
aside
the
Summary
Judgment
dated
October
2007,
an
appeal
by
Megasteel
to
set
aside
the
Summary
Judgment
dated
October
2007,
an
appeal
by
Megasteel
to
set
aside
the
Summary
Judgment
dated
March 2007
2007
was
allowed
andMegasteel
CHH’s claim
claim
was
ordered
to be
be decided
decided
at aa full
full
trial.22
October
2007,
anallowed
appeal by
to setwas
aside
the Summary
Judgment
dated
March
was
and
CHH’s
ordered
to
at
trial.
March
2007
was
allowed
and
CHH’s
claim
was
ordered
to
be
decided
at
aa full
trial.
March
2007
was
allowed
and
CHH’s
claim
was
ordered
to
be
decided
at
full
trial.
CHH
had
filed
appeal
to
the
Court
of
Appeal
against
the
High
Court
Judge’s
March
2007
wasan
allowed
and
CHH’s
claim
was ordered
to be
decided
at a full
trial.
CHH
had
filed
an
appeal
to
the
Court
of
Appeal
against
the
High
Court
Judge’s
CHH
had
filed
an
appeal
to
the
Court
of
Appeal
against
the
High
Court
Judge’s
CHH
had
filed
an
appeal
to
the
Court
of
Appeal
against
the
High
Court
Judge’s
decision
and
the
appeal
is
pending
hearing.
On
13
October
2008,
the
High
Court
CHH
had
filed
an
appeal
to
the
Court
of
Appeal
against
the
High
Court
Judge’s
decision
decision and
and the
the appeal
appeal is
is pending
pending hearing.
hearing. On
On 13
13 October
October 2008,
2008, the
the High
High Court
Court
decision
and
the
appeal
is
pending
On
13
October
2008,
the
High
Judge
dismissed
CHH’s
application
to
strike
out
Megasteel’s
counter
claim.
CHH
61 hearing.
decision
and
the
appeal
is
pending
hearing.
On
13
October
2008,
the
High Court
Court
Judge
dismissed
CHH’s
application
to
strike
out
Megasteel’s
counter
claim.
CHH
Judge
dismissed
CHH’s
application
to
strike
out
Megasteel’s
counter
claim.
CHH
Judge
dismissed
CHH’s
application
to
strike
out
Megasteel’s
counter
claim.
CHH
64
Judge dismissed CHH’s application
to
strike
out
Megasteel’s
counter
claim.
CHH
64
64
64
64
64
1.
2.
3.
3.1
had appealed
to the Court of Appeal
against the High Court Judge’s decision and the
DIRECTORS’
RESPONSIBILITY
STATEMENT
appeal is pending hearing. On 3 March 2009, the High Court Judge has fixed 21 May
2009
for further
pre-trial
case management.
The Board
of ACB
has seen
and approved
this IAC. All of the Directors of ACB individually
(b)the IAC
Byexcept
a Kuala
HighofCourt
Originating
No. S2-24-1012-1999,
Lion
in
forLumpur
the contents
MIMB’s
advice toSummons
the shareholders
of ACB contained
in
Construction
&
Engineering
Sdn.
Bhd.
(“Plaintiff”)
claimed
against
Dairy
Maid
Resort & Recreation
andtheC.F.
Architects
(“Second
of their knowledge
and belief, Sdn
thereBhd
are (“First
no otherDefendant”)
material facts
omission
of which
will
TheIAC
action
was or
initiated
on 14 July 1999 for the sum of
make anyDefendant”).
statement in this
inaccurate
misleading.
RM1,686,287.33 as debt due or alternatively quantum meruit for construction work
done, interest
and Board
cost thereon
and severally
against the
Defendant
as
of the
of ACB,jointly
in relation
to the information
onFirst
the Joint
Offerors
employer
andreproduced
the Secondfrom
Defendant
as architect.
The
was
initiated
and the Offer
that are
the Offer
Document,
areaction
limited
to originally
ensuring that
such
by Originating
butin was
subsequently converted to a Writ action in 2001
information
is accuratelySummons
reproduced
this IAC.
due to issues of fact raised by the First Defendant. The First Defendant
counterclaimed that the Plaintiff had delayed works which caused the First Defendant
loss and
damages amounting
to JOINT
RM14,385,730.40.
It is estimated that the Plaintiff’s
FINANCIAL
RESOURCES
OF THE
OFFERORS
maximum exposure to liabilities, if any, would be RM14,385,730.40 with interest
thereon
cost 7toofboth
FirstDocument,
Defendantthe
andJoint
Second
Defendant.
The case and
has
As disclosed
in and
Section
the the
Offer
Offerors
has confirmed
been
fixed
for
mention
of
case
management
on
18
February
2009.
This
case
which
hasofbeen
mentionand
of case
on 18
February
2009towas
postponed
capability
the fixed
Jointfor
Offerors
the management
Joint Offerors
would
be able
fully
satisfy
to 10ofApril
2009 in
because
the matter
was will
not listed
and the
Court by
could
locate of
its
acceptances
the Offer
view that
the Offer
be wholly
satisfied
thenot
issuance
file.
LCB B Warrants.
(c)
By a Kuala Lumpur High Court Suit No: D8-22-1464-2007, Megasteel (“Plaintiff”)
claimed OF
against
Perwaja AND
Steel Sdn
Bhd (“Defendant”)
DISCLOSURE
INTEREST
DEALING
IN SHARESfor losses and damages as a
result of non-delivery of goods by the Defendant. The claim is for RM36,079,860.33,
By ACBplus aggravated or exemplary damages to be assessed and costs. The Defendant has
filed a defence and counter claimed against the Plaintiff for the amount of
RM3,390,509.03
being the
alleged
non-payment
for goods
delivered.
This
suit has
(i)
Save
as disclosed below,
neither
ACB
nor its subsidiaries
hold,
directly or
indirectly,
beenvoting
consolidated
the Kuala
Lumpur
Court Suit
No : D2-22-1594-2007
any
shares orwith
convertible
securities
in High
LCB and/or
Limpahjaya
as at LPD:through a Court Order by the Court of Appeal on 17 January 2008. The Plaintiff’s
application for summary judgement Direct
against the DefendantIndirect
for the claim of
Interest
%
Interest
% the
RM36,079,860.33 has been dismissed with costs and the Court is of the view that
matter
is more suitable to be heard at a full trial. The case management for the
LCB Shares
*
Plaintiff’s
Notice for Pre-Trial Case Management
has0.04
been fixed
on 24 April
2009.
ACB
660,666
22,061,721
1.16
(d)
(ii)
Exuniq Sdn Bhd
4,201,137
0.22
-
-
By a Kuala Lumpur High Court Suit No.: D2-22-1594-2007, Megasteel (“Plaintiff”)
Umatrac
Enterprises
BhdSdn Bhd
13,750,044
- of
claimed
that
PerwajaSdn
Steel
(“Defendant”)0.72
committed a tort- of abuse
Amsteel
Equity
Capital
Sdn
Bhd
4,110,540
0.22
process by sending a statutory notice pursuant to Section 218(1)(e) and Section
218(20)(a)
the RCSLS
Companies
LCB ClassofB(a)
(RM)Act 1965 threatening winding up proceeding against the
Plaintiff. The Defendant had filed its defence and counterclaimed against the Plaintiff
ACB
1,218,342
N/A
for the amount of RM3,390,509.03 being the alleged non-payment for goods
LCB Class
B(b)
RCSLShad
(RM)
delivered.
The
Plaintiff
obtained an interlocutory injunction against the Defendant
64,163,759
N/A to the statutory
- notice. -The
to ACB
restrain the Defendant from taking
any steps pursuant
application
was dismissed by the High Court on 3 January 2008 but the appeal was
Note:allowed by the Court of Appeal on 17 January 2008. Thus, there is an interlocutory
*
injunction
restrain Sdn
the Bhd
Defendant
from
taking
any
UmatractoEnterprises
and Amsteel
Equity
Capital
Sdnsteps
Bhd. pursuant to the statutory
notice. The Defendant has applied for leave to appeal to the Federal Court and the
Defendant’s
has been
dismissed
with
costs. This
Suit
hasshares
been
Neither ACB application
has dealt,
directly
or indirectly,
in the
voting
consolidated
with
the
Kuala
Lumpur
High
Court
Suit
No.:
D8-22-1464-2007
through
aMay
Court
Order
by Court
of Appeal on 17
2008,
being
the commencement
of January
the Offer2008.
Period and ending on LPD.
61
65
65
5.
1.
MATERIAL CONTRACTS
& COMMITMENTS
DIRECTORS’
RESPONSIBILITY
STATEMENT
2.
ACBBoard
Groupof ACB has seen and approved this IAC. All of the Directors of ACB individually
The
Save
ACB and
its subsidiary
companies
have not
entered
into any
in
the as
IACdisclosed
except forbelow,
the contents
of MIMB’s
advice to
the shareholders
of ACB
contained
in
material
contract
or commitments
outside
the made
ordinary
course of business,
twobest
(2)
Part
B of this
IAC and
confirm that, after
having
all reasonable
enquiries, within
and to the
years
immediately
thethere
date are
of this
of
their
knowledgepreceding
and belief,
no IAC:other material facts the omission of which will
(a)
Conditional Share Sale and Purchase Agreement dated 13 November 2007 entered
into amongstofothers,
Bungawang
Berhadto(athe70%
owned subsidiary
of Offerors
Amsteel
the Board
of ACB, Sdn
in relation
information
on the Joint
Corporation
as vendor
andOffer
Witmer
Limited are
as purchaser,
for the disposal
of
and the Offer
that areBerhad)
reproduced
from the
Document,
limited to ensuring
that such
4,900,00
ordinary
shares
of
RM1.00
each
representing
49%
equity
interest
in
Lion
Mutiara Parade Sdn Bhd to be completed in two (2) tranches and to be satisfied by an
amount equal to the net asset value of Lion Mutiara Parade Sdn Bhd as at the
respective
completion OF
dates
uponJOINT
the terms
and conditions of the agreement therein.
FINANCIAL
RESOURCES
THE
OFFERORS
3.
3.1
(b) disclosed
Supplemental
dated Document,
7 March the
2008
entered
intohasamongst
others,
As
in SectionAgreement
7 of the Offer
Joint
Offerors
confirmed
and
Bungawang
Sdn
Berhad
(a
70%
owned
subsidiary
of
Amsteel
Corporation
Berhad)
as vendor
Limited
in respect
of certain
amendments
to the
capability
of the and
JointWitmer
Offerors
and as
thepurchaser,
Joint Offerors
would
be able
to fully satisfy
ShareofSale
Purchase
datedwill
13 November
acceptances
the and
Offer
in viewAgreement
that the Offer
be wholly 2007.
satisfied by the issuance of
LCB B Warrants.
(c)
Joint-Venture cum Shareholders’ Agreement dated 7 March 2008 entered into
between Bungawang Sdn Bhd, Mujur Idaman Sdn Bhd and Witmer Limited as
shareholders
of Lion Mutiara
Sdn Bhd
completion of the tranche 1 sale
DISCLOSURE OF INTEREST
ANDParade
DEALING
IN upon
SHARES
of the Share Sale and Purchase Agreement dated 13 November 2007 in respect of the
By ACBdevelopment of a retail mall owned by Lion Mutiara Parade Sdn Bhd.
(d)
(i)
Sale and
Purchasebelow,
Agreement
2008 between
AmsteelorCorporation
Save
as disclosed
neitherdated
ACB27
norMarch
its subsidiaries
hold, directly
indirectly,
Berhad
as vendor
and
Lion Forest
Industries
Berhad
as purchaser,
forasthe
any
voting
shares or
convertible
securities
in LCB
and/or
Limpahjaya
at disposal
LPD:- of
1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in
Singa Logistics Sdn Bhd for a cash consideration
of RM2.727 million.
Direct
Indirect
Interest
%
Interest
%
(e)
Conditional
LCB SharesSale and Purchase Agreement dated 21 May 2008 (as supplemented by a
*
supplemental
agreement dated 18 June660,666
2008 and varied
letter dated
5 January
ACB
0.04 by a22,061,721
1.16
2009) between Amsteel Corporation Berhad as vendor and Lion Diversified Holdings
Exuniq Sdn Bhd
4,201,137
0.22
Berhad and Teraju Varia Sdn Bhd, both as purchasers, for the disposal of RM900
Umatrac
Enterprises
Bhd
13,750,044
0.72Class B (b) Ringgit
million
nominal
valueSdn
zero-coupon
redeemable secured
Malaysia
Amsteel
Equity
Capital
Sdn
Bhd
4,110,540
0.22
denominated Bonds issued by Lion Corporation Berhad on 14 March 2003 with- the
maturity
date
of RCSLS
31 December
LCB Class
B(a)
(RM) 2009 with a present value of approximately RM787.1
million
for
a
cash
consideration
of RM400
million. N/A
ACB
1,218,342
-
(f)
LCB Class B(b)
(RM) Agreement dated 21 May 2008 (and as supplemented
Conditional
SaleRCSLS
and Purchase
64,163,759
byACB
a supplemental agreement dated
18 June 2008)N/A
between Amsteel- Corporation
Berhad as vendor and Limbungan Emas Sdn Bhd as purchaser, for the disposal of the
Note:entire
equity interests of Amsteel Corporation Berhad group of companies in
*
Akurjaya
Bhd,Sdn
Ayer
Keroh
Sdn Sdn
Bhd,
UmatracSdn
Enterprises
Bhd and
AmsteelResort
Equity Capital
Bhd.Bungawang Sdn Berhad,
Visionwell Sdn Bhd, Lion Metal Industries Sdn Bhd and Inverfin Sdn Bhd and their
respective
subsidiaries
for a total purchase
of RM818.4
million.
Neither
ACB
has dealt,consideration
directly or indirectly,
in the
voting shares
(ii)
61
66
66
1.
2.
3.
3.1
(g)
Conditional
Sale and Purchase
Agreement dated 25 June 2008 entered into between
DIRECTORS’
RESPONSIBILITY
STATEMENT
Chembong Malay Rubber Co (1920) Limited (a wholly-owned subsidiary of Amsteel
Corporation
Berhad)
as vendor
and
Jubilant
Rewards
Sdn Bhd as
purchaser,
for the
The Board
of ACB has
seen and
approved
this
IAC. All
of the Directors
of ACB
individually
proposedaccept
disposal
333.144 acres
freehold
lands,
comprising
theprovided
following:
and collectively
fullof
responsibility
forofthe
accuracy
of the
information
by ACB
approximately
acresmade
of theallland
held under
H.S.(D)and
633toPT
Part B of(i)
this IACanand
confirm that,292.819
after having
reasonable
enquiries,
the2540
best
Mukim
Rembau,
Negeri
Sembilan;
of their knowledge
and Pedas,
belief, Daerah
there are
no other
material
facts the omission of which will
(ii)statement
an approximately
7.944 acres
of the land held under GM1206 Lot No. 927
make any
in this IAC inaccurate
or misleading.
Mukim Chembong, Daerah Rembau, Negeri Sembilan;
(iii)
an approximately
of thetoland
under Geran
1537
of the Board of26.057
ACB,acres
in relation
theheld
information
on the15807
Joint Lot
Offerors
Mukim
Chembong,
Daerah
Rembau,
Negeri are
Sembilan;
and the Offer that
are reproduced
from
the Offer
Document,
limitedand
to ensuring that such
(iv) is accurately
an approximately
6.324
acres
of the land held under Geran 74170 (formerly
information
reproduced
in this
IAC.
CT No. 13621) Lot 1400, Mukim Chembong, Daerah Rembau, Negeri
Sembilan;
for a cash consideration of RM16,804,449.
(h)
Conditional
and Purchase
Agreement
dated
June
entered into financial
between
AmInvestment
BankSale
is satisfied
that the
Offer will
not30fail
due2008
to insufficient
Chembong
MalayOfferors
Rubber Co
Limited
(a wholly-owned
of Amsteel
capability
of the Joint
and(1920)
the Joint
Offerors
would be subsidiary
able to fully
satisfy
Corporation
Berhad)
as vendor
andOffer
Jubilant
Bhd asbypurchaser
for the
acceptances
of the Offer
in view
that the
will Rewards
be whollySdn
satisfied
the issuance
of
disposal of 216.118 acres of freehold land held under H.S.(D) 6335 PT 2539 Mukim
LCB B Warrants.
Pedas, Daerah Rembau, Negeri Sembilan for a cash consideration of RM9,725,310.
(i)
Conditional
Sale and Purchase
Agreement dated
17 July 2008 entered into between
DISCLOSURE
OF INTEREST
AND DEALING
IN SHARES
Ayer Keroh Resort Sdn Bhd (a 70% owned subsidiary of Amsteel Corporation
By ACBBerhad) as vendor and Positive Matic Sdn Bhd as purchaser, for the disposal of all
that piece of vacant leasehold land held under Pajakan Negeri 26014, Lot 1336
(formerly
known as
H.S.(D)
49713,
Bandar
Daerah
Melaka
(i)
Save
as disclosed
below,
neither
ACBPT500),
nor its Kawasan
subsidiaries
hold, XLII,
directly
or indirectly,
Tengah,
Negeri
measuring
approximately
12,922
square metres
area for
any
voting
sharesMelaka
or convertible
securities
in LCB and/or
Limpahjaya
as at in
LPD:cash consideration of RM14,563,920.
Direct
Indirect
(j)
Interest
%29 August
Interest
%into
Conditional Share Sale and Purchase Agreement
dated
2008 entered
amongst
others, Amsteel Corporation Berhad as vendor and IOI Corporation Berhad
LCB Shares
*
asACB
purchaser for the disposal of 2,000,001
ordinary
of RM1.00
660,666
0.04 shares
22,061,721
1.16each
representing 20% equity interests in Inverfin Sdn Bhd for a cash consideration
Exuniq Sdn Bhd
4,201,137
0.22
calculated based on 20% share of net asset value of Inverfin Sdn Bhd as at 31 July
Umatrac
0.72value of Menara- Citibank
- of
2008
afterEnterprises
adjusting Sdn
for Bhd
the agreed13,750,044
gross acquisition
Amsteel
Equity
Capital
Sdn
Bhd
4,110,540
0.22
RM733,626,000 and the liabilities of Inverfin Sdn Bhd, of approximately
RM117,346,000.
(k)
Conditional Sale and Purchase Agreement dated 12 September 2008 entered into
LCB Class
B(b)Keroh
RCSLSResort
(RM) Sdn Bhd (a 70% owned subsidiary of Amsteel
between
Ayer
ACB
64,163,759
- known
- as
Corporation
Berhad) as vendor and
Mahkota LandN/A
Sdn Bhd (formerly
Dinarama Sdn Bhd) as purchaser, for the disposal of all that piece of leasehold land
Note:heldDeemed
under interested
Pajakan byNegeri
26007, Lot 1344 (formerly known as H.S.(D) 49708,
*
virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd,
PT495),
Kawasan
Bandar
XLII,
Daerah
Melaka
Tengah,
Umatrac Enterprises Sdn Bhd and Amsteel
Equity
Capital
Sdn Bhd.Negeri Melaka measuring
approximately 10,766 square metres in area with a single storey building erected
thereon ACB
for cash
of RM11,587,300.
Neither
norconsideration
its subsidiaries
has dealt, directly or indirectly, in the voting shares
Conditional
Salethe
and
Purchase Agreements
23and
September
May
2008, being
commencement
of the Offerdated
Period
ending on2008
LPD. between
Bungawang Sdn Berhad as the vendor and Golden Motivation Sdn Bhd as the
purchaser for the sale and purchase of the vacant leasehold agricultural land held
under HS (D) 8003, PTD 168, Daerah Kota Tinggi, Mukim Sedili Kecil, Negeri
Johor Darul Takzim at a cash consideration of RM2,400,000.00.
(ii)
(l)
ACB
1,218,342
61
67
67
N/A
-
-
1.
2.
3.
3.1
LCB Group
DIRECTORS’
RESPONSIBILITY STATEMENT
SaveBoard
as disclosed
LCB
its subsidiary
companies
(including
have not
The
of ACBbelow,
has seen
andand
approved
this IAC.
All of the
DirectorsLimpahjaya)
of ACB individually
entered
into anyaccept
material
or commitments
outside
theinformation
ordinary course
of business,
and
collectively
fullcontract
responsibility
for the accuracy
of the
provided
by ACB
within
two except
(2) years
theadvice
date of
in
the IAC
forimmediately
the contents preceding
of MIMB’s
to this
the IAC.
shareholders of ACB contained in
(a)their knowledge
Conditionaland
Subscription
Agreement
datedmaterial
26 February
2007
enteredofinto
between
of
belief, there
are no other
facts the
omission
which
will
and in
Megasteel
(a 90% owned
subsidiary of LCB), for the subscription by
make anyLDHB
statement
this IAC inaccurate
or misleading.
LDHB of 200,000,000 5-year redeemable cumulative convertible preference shares
of RM0.01 each
be issued
by Megasteel
fortocash
RM200,000,000.
of thetoBoard
of ACB,
in relation
the of
information
on the Joint Offerors
and the Offer that are reproduced from the Offer Document, are limited to ensuring that such
(b)
Saleisand
Purchase
Agreement
dated
13 July 2007 between Bustamin Bin Paita and
information
accurately
reproduced
in this
IAC.
Kinabalu Motor Assembly Sdn Bhd (“Kinabalu Motor”) in respect of the sale by
Kinabalu Motor of a parcel of land described as Town Lease No 107504816
containing
an area of OF
5143
sq ft
more OFFERORS
or less together with a unit of single storey
FINANCIAL
RESOURCES
THE
JOINT
high-roofed corner warehouse erected thereon known as TB162 situated at Jalan
HabibinHussein,
in the District
of Tawau,
Sabah
Bustamin and
Bin
As disclosed
Section Off
7 ofJalan
the Chester
Offer Document,
the Joint
Offerors
hastoconfirmed
Paita
for
a
cash
consideration
of
RM1,100,000.
(c)
Saleof
and
28 August
between
Petro-Pipe
acceptances
thePurchase
Offer inAgreement
view that dated
the Offer
will be2007
wholly
satisfied
by the (Sabah)
issuanceSdn
of
Bhd (formerly known as Juta Asli Sdn Bhd) and Kinabalu Motor in respect of the
LCB B Warrants.
sale by Kinabalu Motor of all that parcel of KKIP industrial land held under master
title No 045335082 measuring 21.625 acres more or less located at Lot 13 General
IndustrialOFZone,
Kota Kinabalu
Industrial IN
Park,
Mile 15, Jalan Telipiok, Telipok,
DISCLOSURE
INTEREST
AND DEALING
SHARES
Kota Kinabalu to Petro-Pipe (Sabah) Sdn Bhd for a consideration of
By ACBRM12,245,805.00.
(d)
(i)
Sale and
Purchasebelow,
Agreement
dated
13nor
May
betweenhold,
Kumpulan
Sdn
Save
as disclosed
neither
ACB
its2008
subsidiaries
directlyAkamewa
or indirectly,
Bhdvoting
and Kinabalu
in respect
of the in
sale
by and/or
Kinabalu
Motor of as
a parcel
of land
any
shares orMotor
convertible
securities
LCB
Limpahjaya
at LPD:comprised in Country Lease No 015379790 measuring approximately 12.5 acres in
the District of Kota Kinabalu and the buildings
permanent materials
Direct and structures, ofIndirect
Interest
Interest
% of
or otherwise, erected thereon to Kumpulan
Akamewa %
Sdn Bhd for
a consideration
RM29,947,500.
LCB Shares
(e)
Conditional Sale and Purchase Agreement dated 21 May 2008 (as varied by a letter
Exuniq Sdn Bhd
4,201,137
0.22
dated 5 January 2009 and supplemented by a supplemental agreement dated 5
Umatrac2009)
Enterprises
Sdn Bhd
13,750,044
0.72 Sdn Bhd (a wholly-owned
January
entered
into between
Pancar Tulin
Amsteel
Equity
Capital
Sdn
Bhd
4,110,540
0.22
subsidiary of LCB), Narajaya Sdn Bhd and LDH Management Sdn Bhd, for- the
acquisition
Tulin
LCB Class by
B(a)Pancar
RCSLS
(RM)Sdn Bhd from LDH Management Sdn Bhd of part of an
on-going
property
development
project
known as Bandar
Mahkota Cheras
together
ACB
1,218,342
N/A
with four parcels of undeveloped lands (inclusive of assets and liabilities related
LCB Class
RCSLSconsideration
(RM)
thereto)
for B(b)
a purchase
of RM89,948,000 to be satisfied by the issuance
ACB
64,163,759
of 89,948,000 new shares of RM1.00 each in LCB N/A
at an issue price of- RM1.00- per
share.
Note:-
(f)
(ii)
ACB
*
660,666
0.04
22,061,721*
1.16
Supplemental
Subscription
Agreement
dated
21 May
2008 entered into between
Umatrac Enterprises
Sdn Bhd and
Amsteel Equity
Capital
Sdn Bhd.
Megasteel (a 90% owned subsidiary of LCB) and LDHB, amending certain terms and
conditions
theitsconditional
Agreement
dated in
26theFebruary
2007
Neither
ACBofnor
subsidiaries Subscription
has dealt, directly
or indirectly,
voting shares
entered
into between
the parties,
subscription
by LDHB
only 100,000,000
of
LCB and/or
Limpahjaya
duringfor
thethe
period
commencing
six (6)ofmonths
prior to 21
redeemable
cumulative
convertible preference
shares
ofand
RM0.01
in Megasteel,
May
2008, being
the commencement
of the Offer
Period
endingeach
on LPD.
for cash of RM100,000,000.
61
68
68
3.
(g)
Conditional
Sale and Purchase
Agreement dated 21 May 2008 (as varied by a letter
DIRECTORS’
RESPONSIBILITY
STATEMENT
dated 5 January 2009) entered into between Limpahjaya Sdn Bhd (a wholly-owned
subsidiary
forthis
theIAC.
disposal
by the
Limpahjaya
Bhd individually
to LDHB of
The Board
of ACB of
hasLCB)
seen and
and LDHB,
approved
All of
Directors Sdn
of ACB
66,666,667
shares of
RM1.00
Megasteel,
representing
and collectively
acceptordinary
full responsibility
for the
accuracyeach
of the in
information
provided
by ACB
approximately
of of
theMIMB’s
issued advice
and paid-up
capital of Megasteel
for a cash
in the IAC
except for the11.1%
contents
to the shareholders
of ACB contained
in
of RM100,000,000.
Part B ofconsideration
this IAC and confirm
that, after having made all reasonable enquiries, and to the best
SERVICE CONTRACTS
ACBtheGroup
and
Offer that are reproduced from the Offer Document, are limited to ensuring that such
There are no existing service contracts that have been entered into by ACB or its subsidiaries
with any of their Directors or proposed Directors other than service contracts expiring or
determinable by
the employing
withinOFFERORS
twelve (12) months from the LPD without
FINANCIAL
RESOURCES
OFcompany
THE JOINT
any payment of compensation.
LCB Group
AmInvestment
Bank is satisfied that the Offer will not fail due to insufficient financial
There are noofexisting
service
contracts
thatOffer
have will
beenbe
entered
into
by LCBbyorthe
its issuance
subsidiaries
acceptances
the Offer
in view
that the
wholly
satisfied
of
(including
Limpahjaya) with any of their Directors or proposed Directors other than service
LCB
B Warrants.
contracts expiring or determinable by the employing company within twelve (12) months
from the LPD without any payment of compensation.
7.
3.1
CONSENTS
By
ACB
1.
6.
2.
MIMB has
and has below,
not subsequently
withdrawn
its written consent
for theorinclusion
of
(i)
Savegiven
as disclosed
neither ACB
hold, directly
indirectly,
its name,
letter
andshares
all references
theretosecurities
in the form
and context
in which they
in this
any
voting
or convertible
in LCB
and/or Limpahjaya
as appear
at LPD:IAC.
Direct
Indirect
Interest withdrawn
%
Interest
% the
AmInvestment Bank has given and has not subsequently
its written
consent for
inclusionLCB
of itsShares
name and all references thereto in the form and context in which they appear
in this IAC.
ACB
660,666
0.04
22,061,721*
1.16
Exuniq Sdn Bhd
8.
4,201,137
UmatracAVAILABLE
Enterprises SdnFOR
Bhd INSPECTION
13,750,044
DOCUMENTS
Amsteel Equity Capital Sdn Bhd
4,110,540
0.22
-
-
0.72
-
-
0.22
-
-
Copies ofLCB
the Class
following
documents
are made available for inspection at the registered office
B(a) RCSLS
(RM)
of ACB at
Level
46,
Menara
Citibank,
1651,218,342
Jalan Ampang,
50450 Kuala Lumpur
during
ACB
N/A
normal business hours from Monday to Friday (except public holidays) while the Offer
LCB for
Class
B(b) RCSLS (RM)
remains open
acceptances:ACB
(i)
(ii)
(iii)
(ii)
(iv)
Memorandum
Note:*
64,163,759
N/A
-
-
and Articles of Association of ACB;
a copy
of the
Notice and
the Offer
Document;
Umatrac
Enterprises
Sdn Bhd
and Amsteel
Equity Capital Sdn Bhd.
the audited
statements of
the past
two (2) FYE
30 voting
June 2007
to
Neither
ACBfinancial
hasACB
dealt,for
directly
or indirectly,
in the
shares
2008;
and
the letters of consent referred to in Section 7 of this Appendix.
61
69
69
BAYARAN POS JELAS
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MALAYSIA
NO. SEL 0259
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AMSTEEL CORPORATION BERHAD (20667

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