ANNOUNCEMENT
DISPOSAL OF SHARES IN GRAND-FLO SOLUTION BHD
1. Introduction
Pursuant to Paragraphs 10.06 and 10.12 of Bursa Malaysia Main Market Listing Requirements (“LR”), HeiTech Padu Bhd (“the Company”) wishes to announce that it had disposed of a total of 50,740,000 shares in Grand-Flo Solution Berhad (“Grand-Flo”) via off-market, for a total cash consideration of RM11,012,800 particulars of which are as follows:
a) Disposal 1
Date of Disposal : 30.11.2012
No. of Shares : 30,000,00
Sale Consideration: RM6,450,000
Unit price : RM0.2150
Percentage Ratio : 3.25%
b) Disposal 2
Date of Disposal : 19.04.2013
No. of Shares : 20,740,00
Sale Consideration: RM4,562,800
Unit price : RM0.2200
Percentage Ratio : 2.33%
(collectively referred to as the “Disposals” and the total of shares as “Sale Shares”)
Subsequent to the Company’s Disposals of the Sale Shares, the Company will hold an aggregate of 4.15% equity shareholding in Grand-Flo’s total issued and paid-up share capital.
The Company has aggregated the Disposals in accordance with Paragraph 10.12 of the LR and treated them as if they were one transaction as the terms of such transactions were agreed upon within a period of 12 months and the Disposals are contiguous to each other.
2. Information on the Company
HeiTech Padu Bhd is a public limited liability company, incorporated and domiciled in Malaysia on 05 August 1994. The Company has an authorised share capital of RM200,000,000 with issued and paid up capital of RM101,225,300. The principal activity of the Company are the provision of systems integration, network related services, data centre management, disaster recovery services and other information technology related services.
The net tangible assets of the Company as at 19 April 2013 is RM211,196,000.
3. Information on Grand-Flo
Grand-Flo is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market of Bursa Malaysia Securities Berhad. Its authorised share capital is RM50,000,000 with issued and fully paid up capital of RM15,945,282.50. The principal activities of Grand-Flo are the provision of information technology solutions and investment holding.
The net assets and net profits of Grand-Flo as at 31 December 2011, which is the latest audited account available, are RM 63,908,322 and RM 9,400,685 respectively.
(Source: Grand-Flo Annual Report 2011)
4. Basis of Determination of the Sale Price
The consideration of RM11,012,800 for the Disposals was arrived at on a willing seller willing buyer basis based on the prevailing market price of Grand-Flo shares traded on the Main Board of Bursa Malaysia Securities Berhad.
5. Proposed Utilisation of the Sale Proceeds
The Company intends to utilise the sale proceeds (after transaction costs) from the Disposals for working capital within a period of 12 months as part of the Company’s streamlining exercise by disposing non-core assets.
6. Rationale for the Disposals
The rationale for the Disposals is to enable the Company to improve its cash position. The Disposals have resulted in a gain of RM103,700 based on the Company’s original cost of investment of RM10,909,100 on 18 July 2011.
7. Financial Effects of the Disposals
The Disposals have no effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of the Company. The Disposals also have no material impact on the net assets and gearing of the company.
The Disposals have no impact on the Earnings per Share of the Company as HeiTech has elected to early adopt Financial Reporting Standards 9, where the effect on disposal is reported in the Statement of Comprehensive Income.
8. Directors’ and Substantial Shareholders’ Interests
None of the Directors, substantial shareholders and/or persons connected to the Directors or substantial shareholders of the Company have any interest, direct or indirect in the Disposals.
9. Approvals Required
The Disposals are not subjects to the approval of the shareholders of the Company or any governmental authorities.
10. Highest Percentage Ratio
The highest percentage ratio applicable to the Disposals pursuant to Paragraph 10.02(g) of the LR is 5.58%.
11. Directors’ Statement
The Board of Directors of HeiTech, having considered all aspect of the Disposals, is of the opinion that the Disposals are in the best interest of the Company.
This announcement is dated April 22, 2013.