You are on page 1of 4

GENERAL ANNOUNCEMENT

FORMOSA PROSONIC INDUSTRIES BERHAD - DISPOSAL BY FORMOSA PROSONIC


MANUFACTURING SDN BHD OF 46,442,474 ORDINARY SHARES OF RM0.50 EACH
REPRESENTING 27.787% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF
ACOUSTECH BERHAD FOR A TOTAL CASH CONSIDERATION OF RM34,831,855.50

1. INTRODUCTION

The Board of Directors of Formosa Prosonic Industries Berhad (FPI or the


Company) wishes to announce that Formosa Prosonic Manufacturing Sdn Bhd
(FPM), a wholly-owned subsidiary of the Company, had on 29 January 2016
disposed of its entire 46,442,474 ordinary shares of RM0.50 each representing
27.787% of the issued and paid-up share capital of Acoustech Berhad (AB Shares)
for a total cash consideration of RM34,831,855.50 or RM0.75 per share via direct
business transaction (Disposal).

2. DETAILS OF THE DISPOSAL

2.1 Background Information

2.1.1 Information of the Vendor

FPM is a private limited company incorporated in Malaysia under the


Companies Act, 1965 on 12 July 1990. The issued and paid-up share
capital is RM12,242,480.00 comprising 12,242,480 ordinary shares of
RM1.00 each. FPM is now principally an investment holding after
transferring its business in the manufacturing of plastic components for
audio and video equipment to its holding company.

2.1.2 Information of the Purchasers

The AB Shares were disposed of by FPM to the following Purchasers:-

Name No. of AB Shares

ACTE Properties Sdn Bhd 25,771,096


Adscore Sdn Bhd 2,377,090
Teo Chai Hock 6,000,000
Lee Boon Leng 2,323,062
Lim Ah Peng 2,000,000
Sam Tek Yang 1,500,000
Teo Tang Seng 1,500,000
Ng Kang Wee 1,283,909
Lee Boon Fie 1,057,136
Lily Oh 1,000,000
Ho Koon Loong 883,909
Teoh See Aik 596,272
Toh Kie Ho 150,000

Total 46,442,474

1
2.1.3 Information of AB

AB is a company involved in the manufacture of speaker units and


property development related business. The issued and paid-up share
capital is RM88,910,700 comprising 177,821,400 ordinary shares of
RM0.50 each. Its entire issued and paid up share capital is listed on
Bursa Malaysia.

2.2 Financial Information in relation to AB Shares

The historical audited financial information of AB for the past three financial
years are as follows:

2014 2013 2012


RM RM RM

Revenue 172,315,803 236,934,238 316,837,404

Net (loss)/ profit attributable to shareholders (2,083,762) 817,090 10,669,865

Net Assets 107,172,836 146,280,763 152,006,477

2.3 Basis and Justification in Arriving at the Consideration

The cash consideration for the Disposal of RM0.75 per AB Share was arrived at
after taking into consideration:

(i) the average quoted share price of AB of RM0.6668 for the past one year;

(ii) the Disposal consideration representing a premium of 8.7% over the


September 2015 Net Asset Value of AB.

2.4 Original Costs and Dates of Investment

The original cost of investment in AB Shares by FPM was RM31,535,633.

The dates of investment are set out below:

Date of Investment No. of AB Shares

December 2002 10,476,298


March 2003 1,500,000
October 2003 430,000
December 2003 170,000
January 2004 4,130,900
March 2005 22,194,996
June 2007 1,500,000
July 2008 70,000
December 2008 1,686,720
March 2009 137,000
September 2009 400,000
September 2010 3,746,560
Total 46,442,474

2
2.5 Estimated Gain/Loss Arising from the Disposal

Based on the audited consolidated financial results for the financial year ended
31 December 2014, FPI Group is expected to realise an estimated one-off net
gain of approximately RM5.4 million in relation to the Disposal.

2.6 Proposed Utilisation of Proceeds from the Disposal

The consideration for the Disposal was satisfied by the Purchasers in cash.

The Company intends to utilize the said proceeds for the following purposes:

Details of utilisation Estimated timeframe for Total


utilisation (RM)
(a) Acquisition of factory 3 years 12,000,000
(b) Acquisition of machinery 3 years 5,000,000
(c) Working capital 1 3 years 8,000,000
(d) Short term investment 1 year 9,800,000

2.7 Liabilities to be Assumed by Purchasers

There would be no liabilities, including contingent liabilities and guarantees, to be


assumed by the Purchasers arising from the Disposal.

3. FINANCIAL EFFECTS OF THE DISPOSAL

3.1 Issued and Paid Up Share Capital and Substantial Shareholders


Shareholdings

The Disposal will not have any effect on the issued and paid-up share capital
and substantial shareholders shareholdings of FPI.

3.2 Earnings Per Share

The Disposal will result in an estimated one-off gain on disposal of approximately


RM3.1 million. The Disposal will result in a gain of approximately 1.3 sen per
FPIs Share for the financial year ending 31 December 2016.

3.3 Net Assets

The Disposal is not expected to have any material effect on the net assets per
share of FPI Group for the financial year ending 31 December 2016.

3.4 Gearing

The Disposal is not expected to have any material effect on the gearing of the
Group for the financial year ending 31 December 2016.

3
4. RATIONALE FOR THE DISPOSAL

The Disposal will enable the Group to realise its investment in ABs shares and to raise
capital for its internal purpose. The proceeds arising from the Disposal is expected to
enhance the liquidity position of the Company to undertake the necessary investment
and expansion strategies which in turn help improve the Groups revenue and
profitability moving forward.

5. RISK FACTORS

FPI is not aware of any risks arising from the Disposal which could materially or
adversely affect the financial and operating conditions of the Group.

6. HIGHEST PERCENTAGE RATIO AND APPROVALS REQUIRED

The highest percentage ratio applicable to the Disposal pursuant to paragraph


10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
is approximately 14.28% based on the latest audited consolidated financial statements
of FPI for the financial year ended 31 December 2014.

The Disposal is not subject to the approvals of the shareholders of FPI or any other
authorities and/or parties.

7. DIRECTORS AND/OR MAJOR SHAREHOLDERS INTEREST AND PERSONS


CONNECTED WITH THEM

None of the directors and major shareholders of FPI and/or persons connected with
the directors or major shareholders has any interest, direct or indirect, in the Disposal.

8. DIRECTORS STATEMENT

The Board, after careful deliberation and having considered all aspects of the Disposal
including but not limited to the rationale, is of the opinion that the Disposal is in the
best interest of FPI Group.

9. TENTATIVE TIMEFRAME FOR COMPLETION

The Disposal has been completed on 29 January 2016.

This announcement is dated 2 February 2016.

You might also like