|
|
楼主 |
发表于 11-5-2007 10:53 PM
|
显示全部楼层
| Company Name | : | SILVER BIRD GROUP BERHAD | | Stock Name | : | SILVER | | Date Announced | : | 08/05/2007 |
|  | | | Type | : | Reply to query | | Reply to Bursa Malaysia's Query Letter - Reference ID | : | RS-070507-57848 | | Subject | : | SILVER BIRD GROUP BERHAD ("SBGB" or "the Company")
PROPOSED ACQUISITION OF 6,000,000 IRREDEEMABLE CONVERTIBLE CUMULATIVE PREFERENCE SHARES OF RM1.00 EACH ("ICCPS") IN THE CAPITAL OF SILVER BIRD INTERNATIONAL SDN BHD ("SBI") ("PROPOSED ACQUISITION") |
Contents :
Further to the Company's announcement dated 4 May 2007, the Company is pleased to announce the following additional information:
1. NET PROFIT AND NET ASSETS OF SBI
Based on the latest audited financial statements of SBI Group for the financial year ended 31 October 2006, the net loss after taxation is RM14,919,717 while the net assets is RM9,749,776.
2. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The purchase consideration of RM11,890,000 for the ICCPS was arrived at on a willing buyer-willing seller basis after taking into consideration the following: (a) Net assets of SBI Group at RM9,749,776 based on the last audited financial statements; and
(b) Future prospect of SBI Group which is expected to contribute positively to the SBGB.
3. SALIENT FEATURES OF THE PROPOSED ACQUISITION
The Company hereby offer, agree and undertake to acquire the whole (and not in part) of the 6,000,000 ICCPS in the Company from Employees Provident Fund Board ("EPF") (the "Sale Shares") on the following terms:- (a) that the agreed aggregate purchase price for the Sale Shares shall be a sum of RM11,890,000 (the "Purchase Price");
(b) that the Company shall pay to and settle with EPF a sum of RM3,000,000 by drawing a current-dated cheque for the said sum in favour of EPF; and (c) that the Company shall pay to and settle with EPF the remaining part of the Purchase Price, equivalent to RM8,890,000, in twelve (12) equal monthly instalments of RM740,833.33 each by way of twelve (12) post-dated cheques drawn in favour of EPF. The first (1st) instalment shall be paid on or before the 7th day of the month immediately following the month in which the sum stated in paragraph 3(b) above is payable and all remaining monthly instalments to be paid on or before the 7th day of each calendar month following.
4. BREAKDOWN ON THE SOURCE OF FUNDING
SBGB shall finance the Proposed Acquisition through internal generated funds and bank borrowings and as at todate, the breakdown on the source of funding has not been determined.
5. ASSUMPTION OF LIABILITIES
Save for the liabilities to be incurred in the ordinary course of business, there are no liabilities, including contingent liabilities and guarantees to be assumed by SBGB arising from the Proposed Acquisition.
6. PROSPECTS
In Singapore, the total value of bakery products in 2004 was estimated at Singapore Dollar 408 million. Moving forward, the total value of bakery products is expected to be propelled further by the increased variety of products on offer, particularly products which incorporated fortified nutrients. This is in line with the rising demand amongst health conscious consumers.
In addition, the healthy growth in the overall retail sales in Singapore reflects the spending pattern in Singapore. The overall retail sales in Singapore rose by 18.1% in February 2007 compared to February 2006. Sales of food and beverages registered the highest growth of 22% in February 2007, followed by supermarkets and provision shops which saw sales expanded by 9.0% and 4.1% respectively mainly due to shopping for Chinese New Year. At constant prices, overall retails sales in Singapore went up by 21.2% in February 2007 compared to February 2006.
(Source: SBG Management and Press Release from Department of Statistics, Singapore: Retail Sales Index and Catering Trade Index February 2007)
SBGB expects the operations of SBI Group to improve with the positive development in SBI Group.
7. RISKS
The key risk factors (which may not be exhaustive) in relation to the Proposed Acquisition include the following: 7.1 Business Risk Like any other business, SBI will not be insulated from general business risks as well as certain risks inherent in the broad sector of food manufacturing. Such risks include continued product acceptance, ability to adapt and meet changing consumer trends, timing and market acceptances of new products, shortages in raw material and labour, increase in cost of raw materials, labour disputes and other business risks common to going-concerns. SBI will also be subject to the general economic, business, credit, tax and legal environment. Any adverse change in these conditions may materially affect the financial performance and business prospects of SBI. 7.2 Competition The success of SBI will depend to a large extent, on its ability to market its range of products and increase market share in its targeted markets. SBI's ability to compete against current and future competitors will depend on many factors, some of which may be beyond its control, such as but not limited to, competitors' pricing strategies, technological advances, advertising campaign and other initiatives.
7.3 Political and regulatory risks The financial and business prospects of SBI and the industry in which it operates may depend to some degree on the development in the local and regional political, economic and regulatory environment. Any adverse developments in such factors may materially and adversely affect the financial prospects of SBI. Amongst the political and regulatory uncertainties are the risks of war, riots, changes in political leadership, expropriation, nationalism, re-negotiation or nullification of existing sales orders and contracts.
Whilst SBI will attempt to mitigate these risks by adopting prudent financial management and efficient operating procedures, there is no guarantee that there will not be any changes in government policies or regulations that may be unfavourable to SBI and/or the SBGB. 8. EFFECTS OF THE PROPOSED ACQUISITION
8.1 Earnings
The Proposed Acquisition is expected to contribute positively to the future earnings of SBGB.
8.2 Gearing Based on the audited consolidated financial statements of SBGB for the financial year ended 31 October 2006, there will be no effect on the gearing of SBGB
This announcement is dated 8 May 2007. |
|
本周最热论坛帖子
发表于 12-5-2007 02:09 AM
3570 
142
