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Reply to query |
| Reply to Bursa Malaysia's Query Letter - Reference ID |
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NM-100825-37982 |
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| Proposed disposal of the entire and paid-up capital of Wengcon Machinery Sdn Bhd (“WMSB”), a wholly-owned subsidiary of Wengcon Holdings Sdn Bhd, which in-turn is a wholly-owned subsidiary of Knusford Berhad (“Knusford”) to a related party for a total cash consideration of RM4,737,805.00 (“Proposed Disposal”) |
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We refer to your letter dated 25 August 2010 in respect of the above matter. We hereby furnish Bursa Malaysia Securities Berhad (“Bursa Securities”) with the following additional information for public release :-
1. The net assets of WMSB based on its latest audited accounts for the financial year ended 31 December 2009 is RM5,520,205-00.
2. The timeframe for full utilisation of proceeds arising from the Proposed Disposal - There is no timeframe for full utilization as the fund is used for general working capital requirements for Knusford Group.
3. Particulars of all liabilities to be assumed by Dato’ Lim Kang Swee arising from the Proposed Disposal, other than those appearing in the audited balance sheet of WMSB – There are no additional liabilities to be assumed by Dato’ Lim Kang Swee other than that appearing in the audited balance sheet as at 31 December 2009 of WMSB and such other movement arising from the normal operation of WMSB from that date to the Agreement date.
4. A statement setting out the following :
(a) Whether the audit committee of Knusford is of the view that the Proposed Disposal is
(i) In the best interest of Knusford;
(ii) Fair, reasonable and on normal commercial terms; and
(iii) Not detrimental to the interest of the minority shareholders,
together with the basis for its views;
The audit committee of Knusford has reviewed the above Proposed Disposal and is of the opinion that it is in the best interests of Knusford to dispose this loss making subsidiary and concentrate its effort on more profitable business activities and that the sales consideration is fair, reasonable and conducted on a normal commercial terms for transaction of such nature. Arising thereof, the Proposed Disposal would not be detrimental to the interest of the minority shareholders.
(b) Where the views of the audit committee are different from the opinion of the independent adviser, if any, the reason for the differenc.
– The audit committee is of the opinion that there is no necessity to appoint an independent adviser in view of the reason as stated in 4(a) above.
5. The total amount transacted with Dato’ Lim Kang Swee for the preceeding 12 months.
– No transaction was conducted with Dato’ Lim Kang Swee for the preceeding 12 months other than the above Proposed Disposal. |
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We refer to your announcement dated 24 August 2010 in respect of the above
matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
The net assets of WMSB based on its latest audited accounts.
The timeframe for full utilisation of proceeds arising from the Proposed
Disposal.
Particulars of all liabilities to be assumed Dato' Lim Kang Swee arising from
the Proposed Disposal, other than those appearing in the audited balance sheets
of WMSB.
4. A statement setting out the following:
a) whether the audit committee of Knusford is of the view that the Proposed
Disposal is-
i) in the best interest of Knusford;
ii) fair, reasonable and on normal commercial terms; and
iii) not detrimental to the interest of the minority shareholders,
together with the basis for its views;
b) where the audit committee has sought an independent advice in forming its
views, a statement to that effect; and
c) where the views of the audit committee are different from the opinion of
the independent adviser, if any, the reason for the difference.
5. The total amount transacted with Dato' Lim Kang Swee for the preceeding 12
months.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
Yours faithfully
TAN YEW ENG
Head, Issuers
Listing Division
Regulation
TYE/NMA
c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax) |
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