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楼主: icy97

【SMRT 0117 交流专区】(前名 SMRTECH SMR科技)

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 楼主| 发表于 11-11-2014 12:49 AM | 显示全部楼层
每股60仙买32.9% SMRT 入主Masterskill

财经新闻 财经  2014-11-11 10:36
(吉隆坡10日讯)SMRT控股(SMRT,0117,创业板)计划伙同私募基金公司Creador,出价每股60仙入主Masterskill教育(MEGB,5166,主板贸服股),料触及强制全购门槛,但冀维持后者上市地位。

SMRT控股今日发文告指出,接受Masterskill教育大股东西华古玛献议,以每股60仙,收购后者的32.9%股权,并展开为期30天的精密审查。

同时,SMRT控股将与著名私募基金经理布拉马瓦苏德万(Brahmal Vasudevan)旗下的Creador合作,加上后者通过Raphia公司持有的16.26%股权,两者将持有Masterskill教育的49.16%股权。

若收购成功,持股权将超越33%的门槛,买方必须展开强制全购;对此,双方已经达成协议,SMRT的持股权不得超过23%,且会继续维持上市地位。

布拉马瓦苏德万近期也跃升为SMRT控股的大股东,持股6.18%。

根据《The Edge》财经日报,西华古玛相信,SMRT控股和Creador将是能把Masterskill教育带上另一个阶段的“对的人”,特别是SMRT控股拥有教育业经验,而Creador将能解决融资问题。

专注改善财务 打造国际教育供应商

SMRT控股则在文告中表示,将可利用Masterskill教育在巴生谷、怡保、柔佛和东马等地的校区,进一步提供医药和健康科学相关课程,也省下融资和时间的问题。

由于Masterskill教育在过去3年招生率下滑,导致业绩表现恶化,SMRT控股和Creador未来将会专注改善财务和营运表现,将之塑造成国际级的教育供应商。

配合此重大消息宣布,两家公司今日从下午2点半开始,暂停交易半天。

SMRT控股在停牌前报86仙,扬1仙或1.18%;Masterskill教育则扬0.5仙或0.82%,报61.5仙。【南洋网财经】

Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
SMRT HOLDINGS BERHAD ("SMRT" OR "COMPANY")
PROPOSED ACQUISITION OF EQUITY STAKE IN MASTERSKILL EDUCATION GROUP BERHAD
The Board of Directors of SMRT (“Board”) wishes to announce that SMRT’s wholly-owned subsidiary, Strategic Ambience Sdn Bhd (“SASB”) has on 10 November 2014, received an undertaking from Mr. Siva Kumar a/l M Jeyapalan (“Mr. Siva”), a major shareholder and Executive Director of Masterskill Education Group Berhad (“MEGB”) committing to accept any offer which SASB either by itself (or by companies related to it) in conjunction with another person (collectively “Offerors”) may make for the purchase of Mr. Siva’s entire shareholding in MEGB consisting of 123,656,700 ordinary shares of RM0.20 each in MEGB (“MEGB Shares”) (“Available Shares”), representing approximately 32.9% of the issued and paid-up share capital of MEGB, at a cash offer price of RM0.60 for each MEGB Share (“Undertaking”).


The salient terms of the letter containing the Undertaking (“Undertaking Letter”) are as follows:

(i) in consideration of a due diligence review required by SASB on MEGB and its material subsidiaries (“MEGB Group”), Mr. Siva irrevocably and unconditionally undertake to grant a 90-day lock-up period to SMRT, for among others, the following;

(a) to accept, in respect of the Available Shares, an offer by the Offerors to purchase the Available Shares at a cash offer price of RM0.60;

(b) not to solicit, initiate, entertain, engage in any arrangement or enter into or be involved in any discussion or negotiation with any person which may lead to any proposal for or in connection with the sale of all or any of the Available Shares, any business or assets of the Company (except in the usual course of business) or the merger or amalgamation of the Company with any other entity or the winding-up or liquidation of MEGB;

(c) not to sell, transfer, charge, encumber, create or grant any option or lien over or otherwise dispose of (or permit any such action to occur in respect of the Available Shares or any interest in any of the Available Shares;

(d) not to accept, or give any undertaking (whether conditional or unconditional) to accept or otherwise agree to any offer, scheme of arrangement, merger or other business combination made or proposed to be made in respect of MEGB or its business or assets by any person other than the Offerors; and

(e) not to acquire or otherwise deal or undertake any dealing in any of MEGB’s shares.


(ii) where the acquirer consists of more than one person, the acquirer shall be entitled to specify the number or percentage of the Available Shares to be separately acquired by each such person provided all the Available Shares are acquired simultaneously; and


(iii) the rights under the Undertaking Letter are assignable by SMRT.


Pursuant to the above, the Board has agreed to consider the Undertaking, subject to, among others, satisfactory due diligence on the MEGB Group. In addition, SMRT will partner Creador II LLC (“Creador”) (a private equity firm) for purposes of considering the Undertaking (SMRT via SASB and Creador via its wholly-owned subsidiary, Raphia Limited (“RL”), are to be collectively referred to as “Potential Joint Offerors”).

In relation thereto, SMRT has on 10 November 2014, submitted a notice of request to the Board of Directors of MEGB (“MEGB Board”) for the Potential Joint Offerors (together with their advisers) to conduct due diligence on the MEGB Group for a period not exceeding 30 days from the date of approval by the MEGB Board, with a further extension of 15 days upon written request. Subsequently, on even date, the MEGB Board had convened an emergency Board meeting and has approved the request for due diligence for a period of 30 days from today with a further extension of 15 days upon written request.

Upon completion of the due diligence, if the Potential Joint Offerors decide to proceed with the acquisition of the Available Shares, the Potential Joint Offerors and Mr. Siva shall enter into a conditional sale and purchase agreement (“SPA”) for the proposed acquisition by the Potential Joint Offerors of the Available Shares subject to the approval of the shareholders of SMRT and any other approvals as may be required to be obtained by the Potential Joint Offerors. Upon completion of the SPA, the Available Shares shall be transferred to the Potential Joint Offerors, in such proportion to be determined by the Potential Joint Offerors.

In view that RL already holds 61,152,800 MEGB Shares, representing approximately 16.26% of the issued and paid-up share capital of MEGB as at the date of this Announcement, following the acquisition of the Available Shares by the Potential Joint Offerors, the Potential Joint Offerors will collectively hold 184,808,800 MEGB Shares, representing approximately 49.16% of the issued and paid-up share capital of MEGB. Pursuant to Section 218(2) of the Capital Markets Services Act, 2007 and Section 9(1)(a), Part III of the Malaysian Code on Take-overs and Mergers, 2010, as the aggregate shareholding of the Potential Joint Offerors exceeds 33.0% of the total voting shares of MEGB after the acquisition of the Available Shares, the Potential Joint Offerors will be obligated to undertake a mandatory take-over offer to acquire all the remaining MEGB Shares not already held by the Potential Joint Offerors (“Offer Shares”) at a price equal to that offered to Mr. Siva for the Available Shares.

For information, the Potential Joint Offerors have agreed that, among others, the final number of MEGB Shares held by SMRT pursuant to the acquisition of the Available Shares and the Offer Shares shall not exceed 23.0% of the issued and paid-up share capital of MEGB.

The Board considers the potential acquisition as an opportunity for the Company to complement and extend its medical and allied health science course offerings and also extend its strategic reach nationwide via MEGB’s courses and campuses across the country such as in the Klang Valley, Ipoh, Johor Bahru, Kota Bahru as well as in Kota Kinabalu and Kuching in East Malaysia. The potential acquisition is in line with the strategic plans of the Company and will accelerate the Company’s growth path.

The education sector is highly regulated and quality standards, especially for medical-related programmes, are high. Thus, it is very costly in terms of finances and time to develop class leading medical programmes. The potential acquisition provides an immediate platform for the Company to scale up, pool technical and teaching resources and build on its medical-related programmes and student intake. The combined group can also leverage on each other’s strategic alliances with other educational bodies and marketing resources, both nationally and internationally.

The government has, via the Economic Transformation Programme, identified education as a high-growth sector and a tool in achieving Vision 2020. The Company’s pursuit of the potential acquisition is in line with the government’s objectives of making Malaysia a regional education hub and attaining the status of a high-income economy.

Whilst the financial and operational performance of MEGB may have deteriorated over the last 3 years due to a decline in student enrolment, the Company together with Creador intend to focus on improving the former’s operational and financial performance and developing it into a world-class education provider. It is the intention of the parties to leverage on each other’s skills and experiences in, amongst others, turning around companies, human capital development and instilling good corporate governance to achieve that objective such that the acquisition will result in an earnings accretive asset for the Company. The Company intends to finance the acquisition with internal funds and/or borrowings.

Subject to the level of acceptances for any take-over offer, SMRT and Creador intend to maintain the listing status of MEGB on the Main Market of Bursa Malaysia Securities Berhad, thereby providing the minority shareholders with an option to either sell their shares through the take-over offer or continue to participate in the future growth of MEGB.

A detailed announcement will be made upon the signing of the SPA. Necessary updates will also be announced as and when required.

A copy of the joint press release by SMRT and Creador is attached with this Announcement.

This Announcement is dated 10 November 2014.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1790373
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本帖最后由 icy97 于 12-11-2014 12:10 AM 编辑

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 楼主| 发表于 11-11-2014 01:56 AM | 显示全部楼层
SMRT HOLDINGS BERHAD

Type
Announcement
Subject
OTHERS
Description
ACQUISITION OF A WHOLLY-OWNED SUBSIDIARY,
STRATEGIC AMBIENCE SDN BHD
Introducton
The Board of Directors of SMRT Holdings Berhad ("SMRT" or "Company") wishes to announce that the Company has on 10 November 2014 completed the acquisition of 2 ordinary shares of RM1.00 each in Strategic Ambience Sdn Bhd (1110106-H) ("Strategic Ambience") representing the entire equity interest in Strategic Ambience for a total cash consideration of RM2.00 ("Acquisition") Only.  Upon completion of the Acquisition, Strategic Ambience will be a wholly-owned subsidiary of SMRT.

Information on Strategic Ambience
Strategic Ambience was incorporated in Malaysia on 23 September 2014 under the Companies Act 1965.  The authorised share capital of Strategic Ambience is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each.  The issued and paid-up share capital of Strategic Ambience is RM2.00 comprising of 2 ordinary shares of RM1.00 each.

Strategic Ambience is currently dormant.  The principal activities of Strategic Ambience will be subsequently amended to reflect the intended activities.

Financial Effects of the Acquisition
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of SMRT and its group of companies for the financial year ending 31 December 2014.

The Acquisition does not require the approval of the shareholders of SMRT.

Directors and Substantial Shareholders' Interest
None of the Directors and/or Substantial Shareholders of SMRT and/or persons connected to them have any interest, direct or indirect, in the aforesaid Acquisition.

This announcement is dated 10 November 2014.

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 楼主| 发表于 12-11-2014 03:02 AM | 显示全部楼层
icy97 发表于 25-7-2014 02:30 AM

Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
SMRT HOLDINGS BERHAD ("SMRT" OR "COMPANY")
PROPOSED ACQUISITION BY SMRT OF 30% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF IN-FUSION EDUCATION SDN BHD (NOW KNOWN AS CUCMS EDUCATION SDN BHD) ("CUCMS EDUCATION") FOR A PURCHASE CONSIDERATION OF RM10,000,000.00 ("PROPOSED ACQUISITION")
Unless stated otherwise, the defined terms used in this announcement shall have the same meanings as defined in the announcement dated 24 July 2014 in relation to the Proposed Acquisition.

Further to the announcements dated 24 July 2014, 30 July 2014 and 31 July 2014, the Board of Directors of SMRT wishes to announce that the Proposed Acquisition has been completed on 10 November 2014.

Following completion, 30% of the issued and paid-up share capital of CUCMS Education will be held by the Company and the remaining 70% by the SMR Education Sdn Bhd, our wholly owned subsidiary. The principal activities of CUCMS Education are managing and operating the Cyberjaya University College of Medical Sciences (“CUCMS”). CUCMS has faculties in medicine, pharmacy, traditional and complementary medicine and allied health sciences, and centre for foundation in science, language and general studies, graduate studies, research and commercialisation, medical sciences education and distance and continuing education.

This announcement is dated 11 November 2014.

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 楼主| 发表于 18-11-2014 02:05 AM | 显示全部楼层
收購MASTERSKILL SMR科技冀成具規模教育集團

企業財經17 Nov 2014 23:27

報導:謝錦彬

(吉隆坡17日訊)SMR科技(SMRT,0117,創業板科技)與私募基金Creador合作收購MASTERSKILL(MEGB,5166,主要板貿服),冀強化后者業務,成為國內最具規模的教育集團。

SMR科技主席拿督柏蘭博士向《中國報》透露,該公司一直以來都致力于為股東提供更高價值,任何收購活動都可帶來協和作用,這項收購項目正符合公司的發展方向。

然而,為了避免承受高負債率,該公司決定與Creador進行聯合收購,並會在稍后進行價值引領分析及探討業務表現改善計劃。

招收新生人數下滑

“MASTERSKILL管理層在過去18個月成功顯著降低成本,以及提高業務表現,但在招收新生方面仍面對人數下滑現象。因此SMR科技的執行方案將協助MASTERSKILL旗下的亞洲城市大學(AMU)在2015年轉虧為盈。”

他指出,其他主要計劃還包括提供符合市場需求及政府長期計劃的高素質課程、提高畢業生就職幾率、專注型及可持續性的業務增長計劃、優化旗下區域型院校及吸納更多來自西亞的學生。

在這項收購計劃下,公司將可擴展旗下醫學和專職醫療科學課程,並通過MASTERSKILL在全馬的課程及院校,包括巴生谷、怡保、新山、亞庇及古晉地區,擴大課程涵蓋地點。

柏蘭也十分看好大馬教育領域的發展,政府對國內教育發展所付出的努力,將積極帶動整體領域發展。

獲PADU企業499萬合約

SMR科技與PADU企業簽署委任協議,以執行英語教師專業提升項目,合約價值499萬令吉。

這項合約協議已在10月15日生效,有效期限直到明年10月14日,除非雙方終止或展延合約。不過,SMR科技或向PADU企業要求展延不少于3個月期限,PADU企業則有絕對自由決定權是否要展延。如果雙方無法達成協議,將在截止日期當天自動失效。

上述協議將對公司未來盈利表現作出正面貢獻。【中国报财经】

Type
Announcement
Subject
OTHERS
Description
AGREEMENT TO UNDERTAKE PROFESSIONAL UP-SKILLING OF ENGLISH LANGUAGE TEACHERS (PRO-ELT) PROGRAM FOR ENGLISH LANGUAGE TEACHERS, MINISTRY OF EDUCATION OF MALAYSIA (MOE)
1.
INTRODUCTION

Further to the Company’s announcement dated 25 August 2014, the Board of Directors of SMRT is pleased to announce that SMR Proelt Sdn Bhd (Formerly known as Evergreen Portal Sdn Bhd) (“SMR Proelt”), a wholly owned subsidiary of the Company has on 17 November 2014 entered into an agreement with PADU Corporation to formalize the appointment of SMR Proelt to undertake the Professional Up-Skilling of English Language Teachers (Pro-ELT) Program.

2.
INFORMATION ON PADU CORPORATION


PADU CORPORATION is a company incorporated in Malaysia having its principal office address at Aras 3, Block E9, Kompleks E, Presint 1, Pusat Pentadbiran Kerajaan Persekutuan, 62604 Putrajaya.

PADU CORPORATION is a unit under the MOE.
3.
SALIENT TERMS OF THE AGREEMENT


3.1
Contract Period
The Agreement shall be deemed to have come into force on 15 October 2014 and shall remain in force until 14 October 2015 (“Contract Expiry”) unless extended or terminated in accordance with the terms and conditions as are provided in the Agreement.

3.2
Extension

SMR Proelt may apply to PADU CORPORATION for an extension of Contract Period not less than three (3) months prior to the Contract expiry Date if it intends to extend the Contract Period. PADU CORPORATION shall have the absolute discretion whether or not to consider such application. If such application is considered, the Parties may, as soon as reasonably practicable after receipt of such application by PADU COPRORATION, negotiate the terms and conditions of such extension not later than one (1) month prior to the Contract Expiry Date. In the event that the Parties fail to reach an agreement, the Agreement shall automatically expire on the Contract Expiry Date.

3.3
Contract Value
Subject to SMR Proelt performing the services in full compliance with the Agreement, PADU COPRORATION shall pay SMR Proelt the sum not exceeding RM4,989,432.00 (Ringgit Malaysia: Four Million Nine Hundred Eighty Nine Thousand Four Hundred Thirty Two Only).

4.
FINANCIAL EFFECTS


4.1
Issued and Paid-up capital and Substantial Shareholders’ Shareholdings
The Agreement will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of the Company.

4.2
Net Assets
The Agreement will not have any effect on the net assets of the Company for the financial year ending 31 December 2014.

4.3
Earnings
The Agreement is expected to contribute positively to the future earnings of the Company. However, the Agreement is not expected to have any material impact on the earnings of the Company for the financial year ending 31 December 2014.

4.4
Gearing
The Agreement is not expected to have any material effect on the gearing of the Company.
5.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST


None of the Directors and/or major shareholders of SMRT and/or any persons connected to them have any interest, direct or indirect, in the Agreement.
6.
STATEMENT BY DIRECTORS


The Board of Directors of SMRT, having taken into consideration all aspects of the Agreement, is of the opinion that the Agreement is in the best interest of the Company and its subsidiaries.
7.
APPROVALS REQUIRED


The Agreement is not subject to the approval of the shareholders of SMRT or any relevant authorities.
8.
RISK FACTOR
The risks are the normal risks encountered by other companies undertaking a similar endeavor and the Company has taken the necessary steps to protect itself and to mitigate the risks as and when it occurs.

9.
DOCUMENT AVAILABLE FOR INSPECTION


The Agreement is available for inspection at the registered office of the Company at Suite 2A-23-1, Block 2A, Level 23, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur during normal office hours from Mondays to Fridays (except for public holidays) for a period of one (1) month from the date of this announcement.






This announcement is dated 17 November 2014.
本帖最后由 icy97 于 18-11-2014 04:11 AM 编辑

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 楼主| 发表于 18-11-2014 03:59 AM | 显示全部楼层
Date of change
15/11/2014
Name
Lee Wai Fern
Age
39
Nationality
Malaysian
Type of change
Appointment
Designation
Chief Financial Officer
Qualifications
Member of Association of Certified Chartered Accountants and
Member of Malaysian Institute of Accountants
Working experience and occupation
Ms Lee Wai Fern has 19 years of experience in the field of Accounting and Finance. Her last position was Director of Finance, Sunway Medical Centre. Her roles included Financial Reporting in compliance with Bursa Reporting Requirement, Business/Operational Process Improvement, Management Reporting and Financial Management, REIT and Corporate Exercise, Internal Control Policies and Processes.

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 楼主| 发表于 1-12-2014 12:58 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30/09/2014
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30/09/2014
30/09/2013
30/09/2014
30/09/2013
$$'000
$$'000
$$'000
$$'000
1Revenue
37,228
12,207
90,324
34,947
2Profit/(loss) before tax
4,574
1,688
11,648
4,024
3Profit/(loss) for the period
3,418
1,058
8,548
3,166
4Profit/(loss) attributable to ordinary equity holders of the parent
2,923
1,053
6,884
3,166
5Basic earnings/(loss) per share (Subunit)
1.30
0.55
3.31
1.65
6Proposed/Declared dividend per share (Subunit)
0.00
0.01
0.00
0.01


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.3490
0.3064

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 楼主| 发表于 26-12-2014 04:12 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
SMRT HOLDINGS BERHAD ("SMRT" OR "COMPANY")
PROPOSED ACQUISITION OF EQUITY STAKE IN MASTERSKILL EDUCATION GROUP BERHAD ("MEGB")("PROPOSED ACQUISITION")
We refer to the announcements dated 10 November 2014 and 10 December 2014 in relation to the Proposed Acquisition.

The Board of Directors (“Board”) of SMRT wishes to announce that the due diligence review on MEGB and its material subsidiaries is still ongoing. Pursuant thereto, the Company had on 23 December 2014 written to the Board of MEGB for an additional extension of time to conduct the due diligence for a further period of sixteen (16) days from 24 December 2014 to 9 January 2015 (“Extension of Time”). The Board of MEGB had on the same date granted the Company the Extension of Time.

The Board of SMRT will make further announcements on the development pertaining to the Proposed Acquisition in due course.  

This Announcement is dated 24 December 2014.

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 楼主| 发表于 10-1-2015 03:43 AM | 显示全部楼层
Type
Announcement
Subject
OTHERS
Description
ACQUISITION OF A WHOLLY-OWNED SUBSIDIARY,
VIBRANT HALLMARK SDN BHD
Introducton
The Board of Directors of SMRT Holdings Berhad ("SMRT" or "Company") wishes to announce that the Company has on 9 January 2015 completed the acquisition of 2 ordinary shares of RM1.00 each in Vibrant Hallmark Sdn Bhd (1122527-P) ("Vibrant Hallmark") representing the entire equity interest in Vibrant Hallmark for a total cash consideration of RM2.00 ("Acquisition") Only.  Upon completion of the Acquisition, Vibrant Hallmark will be a wholly-owned subsidiary of SMRT.

Information on Vibrant Hallmark
Vibrant Hallmark was incorporated in Malaysia on 12 December 2014 under the Companies Act 1965.  The authorised share capital of Vibrant Hallmark is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each.  The issued and paid-up share capital of Vibrant Hallmark is RM2.00 comprising of 2 ordinary shares of RM1.00 each.

Vibrant Hallmark is currently dormant.  The principal activities of Vibrant Hallmark will be subsequently amended to reflect the intended activities.

Financial Effects of the Acquisition
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of SMRT and its group of companies for the financial year ending 31 December 2015.

The Acquisition does not require the approval of the shareholders of SMRT.

Directors and Substantial Shareholders' Interest
None of the Directors and/or Substantial Shareholders of SMRT and/or persons connected to them have any interest, direct or indirect, in the aforesaid Acquisition.

This announcement is dated 9 January 2015.

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 楼主| 发表于 10-1-2015 03:51 AM | 显示全部楼层
Type
Announcement
Subject
OTHERS
Description
ACQUISITION OF A WHOLLY-OWNED SUBSIDIARY,
REGALIA ACRES SDN BHD
Introducton
The Board of Directors of SMRT Holdings Berhad ("SMRT" or "Company") wishes to announce that the Company has on 9 January 2015 completed the acquisition of 2 ordinary shares of RM1.00 each in Regalia Acres Sdn Bhd (1122512-A) ("Regalia Acres") representing the entire equity interest in Regalia Acres for a total cash consideration of RM2.00 ("Acquisition") Only.  Upon completion of the Acquisition, Regalia Acres will be a wholly-owned subsidiary of SMRT.

Information on Regalia Acres
Regalia Acres was incorporated in Malaysia on 12 December 2014 under the Companies Act 1965.  The authorised share capital of Regalia Acres is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each.  The issued and paid-up share capital of Regalia Acres is RM2.00 comprising of 2 ordinary shares of RM1.00 each.

Regalia Acres is currently dormant.  The principal activities of Regalia Acres will be subsequently amended to reflect the intended activities.

Financial Effects of the Acquisition
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of SMRT and its group of companies for the financial year ending 31 December 2015.

The Acquisition does not require the approval of the shareholders of SMRT.

Directors and Substantial Shareholders' Interest
None of the Directors and/or Substantial Shareholders of SMRT and/or persons connected to them have any interest, direct or indirect, in the aforesaid Acquisition.

This announcement is dated 9 January 2015.

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 楼主| 发表于 10-1-2015 04:44 AM | 显示全部楼层
icy97 发表于 1-7-2014 02:17 AM
SMR科技 申請轉戰主要板

企業財經30 Jun 2014 23:00

Type
Announcement
Subject
OTHERS
Description
SMRT HOLDINGS BERHAD (“SMRT” OR “COMPANY”)
(I)PROPOSED TRANSFER OF THE LISTING OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL AND THE OUTSTANDING FIVE (5)-YEAR WARRANTS 2012/2017 OF SMRT FROM THE ACE MARKET TO THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“PROPOSED TRANSFER”); AND

(II)PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF SMRT TO FACILITATE THE IMPLEMENTATION OF THE PROPOSED TRANSFER
We refer to the announcements dated 30 June 2014, 14 August 2014 and 8 January 2015 in relation to the Proposals.

On behalf of the Board of Directors of SMRT (“Board”), Maybank Investment Bank Berhad wishes to announce that after due and careful consideration, the Company has decided to withdraw its application in relation to the Proposed Transfer which was submitted to the Securities Commission Malaysia on 14 August 2014.  

The Board may consider the Proposals at such time when it is appropriate and in the best interest of the Company.

This Announcement is dated 9 January 2015.

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 楼主| 发表于 11-1-2015 01:40 AM | 显示全部楼层
料宣布收购案最新进展 SMRT与Masterskill周一停牌

财经新闻 财经  2015-01-10 02:42
(吉隆坡9日讯)SMRT控股(SMRT,0117,创业板)与Masterskill教育(MEGB,5166,主板贸服股)下周一(12日)双双暂停交易,相信是与此前敲定的收购案相关。

SMRT控股和Masterskill教育今天相继宣布,下周一会暂停交易全天。

Raphia脱离大股

东SMRT控股在文告中提到,下周一将举行记者会。根据本报所接获的邀请函,当中阐明是有关“一项重大企业活动”。

今天也是该公司收购Masterskill教育股权的精密审核最后限期。

该公司与Creador旗下的Raphia公司,11月初宣布向Masterskill教育大股东西华古玛,献购所持32.9%股权。

原本持有Masterskill教育19.26%股权的Raphia,今天脱离大股东行列。

根据文告,这批股票如今属于Creador II旗下的Arenga Pinnata私人公司。

若加上即将收购的32.9%股权,SMRT控股和Creador将持有Masterskill教育的52.16%股权。

一旦收购成功,持股权将超越33%的门槛,买方就得强制全购公司。

对此,双方此前已达成协议,SMRT的持股权不得超过23%,且会继续维持上市地位。

SMRT取消转板

另外,SMRT控股今天也宣布取消转板计划。

去年6月,该公司因符合主板上市条例的固定,拟转至主板交易。

Masterskill教育今天收报71仙,下跌2.5仙或3.4%,成交量达到1575万4100股。

值得注意是,SMRT控股今天在临收盘前,即4点50分,就已停止交易,当时价格为62.5仙,跌2.5仙或3.85%。【南洋网财经】
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 楼主| 发表于 12-1-2015 07:38 PM | 显示全部楼层
本帖最后由 icy97 于 13-1-2015 03:02 AM 编辑

SMRT買MASTERSKILL‧全購價保持60仙

2015-01-12 17:08      
(吉隆坡12日訊)SMRT控股(SMRT,0117,創業板科技組)與私募基金Creador II有限公司終於完成收購MASTERSKILL教育(MEGB,5166,主板貿服組)股權的精密審核,但未如市場預期般提高獻購價,而是以原定的每股60仙收購大股東西瓦古瑪所有30.75%股權,並以相同價格向MASTERSKILL提出全購。

在經過兩度展延後,SMRT控股和Creador II於週一宣佈與西瓦古瑪達成股權買賣協議,以每股60仙的現金價向後者提出收購,其中SMRT控股將收購當中的23%股權,而Creador II則將收購7.75%股權。

完成收購後,西瓦古瑪將不再持有MASTERSKILL任何股權,而聯購方將掌握該公司50.02%股權,因此將在週一通過Creador II旗下子公司――Arenga Pinnata私人有限公司,以每股60仙價格向其餘股東展開獻購。

有意保留上市地位

“我們計劃將該公司改名為Asiamet教育集團有限公司,同時有意保留公司的上市地位,因此向剩餘股東提供了接受獻議或參與公司未來成長的選擇。”Creador首席執行員布拉馬爾在週一於SMRT與Creador II召開的媒體匯報會上如此表示。

SMRT控股主席兼首席執行員拿督帕蘭指出,該集團在教育領域擁有超過30年的經驗,而且過去也曾經在少過1年的時間內將賽城醫藥大學學院(CUCMS)轉虧為盈,因而放眼在接管MASTERSKILL後,在12個月內將其轉虧為盈。

“賽城醫藥大學學院和Asia Metropolitan大學(AMU,MASTERSKILL旗下大學)間可達成協同效應,以帶來更低的營運成本以及更有效率的營運。我們的目標是要成為全馬最大的教育集團。”

此外,帕蘭透露新管理層將計劃減輕MASTERSKILL的旗下資產,尤其是非核心資產,具體的詳情預計將會在下個月公佈。帕蘭坦言,西瓦古瑪早前的資產收購案告吹是基於報價與市價差距過大。新管理層將會以接近市價的價格脫售旗下資產。

另一方面,帕蘭聲稱SMRT早前擱置申請從創業板轉至主板上市的計劃,主要是因為希望可專注與MASTERSKILL的收購計劃。隨著此收購即將完成,該集團預計會在未來3至6個月內重啟轉板計劃。(星洲日報/財經)

Type
Announcement
Subject
MULTIPLE PROPOSALS
Description
SMRT HOLDINGS BERHAD (“SMRT” OR “COMPANY”)
(I)        PROPOSED ACQUISITION BY STRATEGIC AMBIENCE SDN BHD (“SASB”), A WHOLLY-OWNED SUBSIDIARY OF SMRT, OF APPROXIMATELY 23% OF THE VOTING SHARES OF MASTERSKILL EDUCATION GROUP BERHAD (“MEGB”) (“PROPOSED ACQUISITION”); AND

(II)        PROPOSED PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF SMRT (“SHARES” OR “SMRT SHARES”) (“PROPOSED PLACEMENT”)
We refer to the Company's announcement dated 10 November 2014, 10 December 2014 and 24 December 2014. On behalf of the Board of Directors of SMRT ("Board"), Maybank Investment Bank Berhad ("Maybank IB") wishes to announce that SMRT and SASB have entered into the following agreements today:

(i) conditional share sale agreement ("SSA") between SASB, Arenga Pinnata Sdn Bhd ("Arenga"), a 95.17%-owned subsidiary of Creador II, LLC ("Creador") and Siva Kumar A/L Jeyapalan ("Mr. Siva" or "Vendor") in relation to the proposed acquisition of Mr. Siva's entire shareholding in MEGB consisting of 115,656,700 ordinary shares of RM0.20 each in MEGB ("MEGB Shares"), representing 30.75% of the issued and paid-up share capital of MEGB (excluding treasury shares) ("Voting Shares of MEGB") as at 6 January 2015, being the latest practicable date prior to this Announcement, of which 86,500,212 MEGB Shares ("Available Shares"), representing approximately 23% of the Voting Shares of MEGB, shall be acquired by SASB and the remaining 29,156,488 MEGB Shares, representing 7.75% of the Voting Shares of MEGB, shall be acquired by Arenga; and

(ii) collaboration agreement between SASB and Arenga, setting out the terms of their relationship as shareholders in MEGB and the collaboration arrangement with regard to the proposed conditional takeover offer to be launched by Arenga.

In addition, SASB also intends to enter into a management agreement with MEGB in due course wherein SASB will provide advisory and management support services to MEGB and its subsidiaries ("MEGB Group") in respect of the operation and management of the MEGB Group and its business ("Management Agreement"). Further details of the Management Agreement will be announced once the Management Agreement is entered into.

Arenga had on the same day launched a conditional takeover offer to acquire all the remaining Voting Shares of MEGB not already held by Arenga and the persons acting in concert with it in relation to the takeover offer (“PAC”) (“Offer”). The PACs are SASB, SMRT, Creador II, LP and Creador, which is also the ultimate offeror is Creador.

On behalf of the Board, Maybank IB also wishes to announce that the Company proposes to undertake the proposed placement of up to 10% of the issued and paid-up share capital of SMRT.

Please refer to the attachment for full details of the Proposals.

This Announcement is dated 12 January 2015.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1848953
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 楼主| 发表于 16-1-2015 03:35 AM | 显示全部楼层
Type
Announcement
Subject
MULTIPLE PROPOSALS
Description
SMRT HOLDINGS BERHAD (“SMRT” OR “COMPANY”)
(I) PROPOSED ACQUISITION BY STRATEGIC AMBIENCE SDN BHD (“SASB”), A WHOLLY-OWNED SUBSIDIARY OF SMRT, OF APPROXIMATELY 23% OF THE VOTING SHARES OF MASTERSKILL EDUCATION GROUP BERHAD (“MEGB”) (“PROPOSED ACQUISITION”); AND

(II) PROPOSED PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF SMRT (“SHARES” OR “SMRT SHARES”) (“PROPOSED PLACEMENT”)
(The capitalised terms used herein shall have the same meanings as those used in the announcement of the Company dated 12 January 2015 in relation to the Proposals, unless otherwise stated.)

We refer to the Company’s announcement dated 12 January 2015 (“Previous Announcement”). On behalf of the Board, Maybank IB wishes to provide additional information in the following sections of the Previous Announcement:

Section 2.1.7 – Source of funding
The breakdown of the remaining source of funding of approximately RM15.6 million for the Proposed Acquisition from the Proposed Placement and internally generated funds has not been determined at this juncture as it is dependent on the actual proceeds raised from the Proposed Placement. Please refer to Section 2.2.6 of the Previous Announcement for further information.

Section 2.2.6 – Note (2) to the table
General administration expenses of the SMRT Group comprise of salaries and utilities expenses, among others.

In addition, the breakdown of the utilisation of proceeds for general working capital, if any, has not been determined at this juncture. Pending utilisation, the Company intends to place those monies in interest-bearing fixed deposit accounts with licensed financial institution(s).

This Announcement is dated 15 January 2015.


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 楼主| 发表于 16-1-2015 03:39 AM | 显示全部楼层
本帖最后由 icy97 于 17-1-2015 10:32 PM 编辑

布拉马瓦苏德万减持SMRT 不再是大股东

财经新闻 财经  2015-01-17 12:26
(吉隆坡16日讯)著名私募基金经理布拉马瓦苏德万(Brahmal Vasudevan),脱售SMRT控股(SMRT,0117,创业板)30万股权,将股权降至5%之下,不再是大股东。

根据文告,布拉马瓦苏德万在上周四(8日)已脱售180万股,昨日再售30万股,持股权降至1130万股,不及5%。

布拉马瓦苏德万旗下的Creador,正与与SMRT控股合作,出价每股60仙收购Masterskill教育(MEGB,5166,主板贸服股)执行董事西华古玛的30.75%股权,两者将共持有49.16%股权,因此展开强制全购。

对此,双方已经达成协议,SMRT的持股权不得超过23%,且会继续维持上市地位。【南洋网财经】

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed08/01/2015
1,800,000


Circumstances by reason of which change has occurred
DISPOSAL OF SHARES
Nature of interest
DIRECT
Direct (units)
11,600,000
Direct (%)
5.08
Indirect/deemed interest (units)
0
Indirect/deemed interest (%)
0
Total no of securities after change
11,600,000
Date of notice
15/01/2015


Notice of Person Ceasing (29C)
Particulars of substantial Securities Holder
Name
BRAHMAL VASUDEVAN
Address
LOT 8.02B, 8TH FLOOR, MENARA BRDB
NO 285, JALAN MA'AROF
BUKIT BANDAR RAYA
59000 KUALA LUMPUR
NRIC/Passport No/Company No.
681016-10-5461
Nationality/Country of incorporation
MALAYSIAN
Descriptions (Class & nominal value)
ORDINARY SHARES OF RM0.10 EACH
Date of cessation
09/01/2015
Name & address of registered holder
BRAHMAL VASUDEVAN
LOT 8.02B, 8TH FLOOR, MENARA BRDB
NO 285, JALAN MA'AROF
BUKIT BANDAR RAYA
59000 KUALA LUMPUR
Currency
Malaysian Ringgit (MYR)
Number of securities disposed
300,000
Price Transacted ($$)

Circumstances by reason of which a person ceases to be a substantial securities Holder
DISPOSAL OF SHARES
Nature of interest
DIRECT
Date of notice
15/01/2015

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 楼主| 发表于 1-2-2015 04:29 AM | 显示全部楼层
icy97 发表于 12-1-2015 07:38 PM
SMRT買MASTERSKILL‧全購價保持60仙

2015-01-12 17:08      

Type
Announcement
Subject
MULTIPLE PROPOSALS
Description
SMRT HOLDINGS BERHAD (“SMRT” OR “COMPANY”)
(I) PROPOSED ACQUISITION BY STRATEGIC AMBIENCE SDN BHD (“SASB”), A WHOLLY-OWNED SUBSIDIARY OF SMRT, OF APPROXIMATELY 23% OF THE
VOTING SHARES OF MASTERSKILL EDUCATION GROUP BERHAD (“MEGB”) (“PROPOSED ACQUISITION”); AND

(II) PROPOSED PLACEMENT OF UP TO 10% OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF SMRT (“SHARES” OR “SMRT SHARES”)
(“PROPOSED PLACEMENT”)
(The capitalised terms used herein shall have the same meanings as those used in the announcement of the Company dated 12 January 2015 in relation to the Proposals, unless otherwise stated.)

We refer to the announcements dated 12 January 2015, 15 January 2015 and 20 January 2015 in relation to the Proposals. On behalf of the Board, Maybank IB wishes to announce that SASB has entered into a management agreement with MEGB on 29 January 2015 wherein SASB will provide advisory and management support services to the MEGB Group in respect of the operation and management of the MEGB Group and its business (“Management Agreement”).

Please refer to the attachment for the full Announcement.

This Announcement is dated 30 January 2015.

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1867285
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 楼主| 发表于 15-2-2015 05:02 AM | 显示全部楼层
本帖最后由 icy97 于 7-3-2015 10:49 PM 编辑

SMRT胸有成竹 Masterskill年内转盈

二零一五年三月七日 晚上七时十五分
(吉隆坡7日讯)当SMRT控股有限公司(SMRT,0117,创业板)的创办人兼主要股东拿督帕兰博士,正考虑收购财务陷入困境的Masterskill教育集团有限公司(MEGB,5166,贸易服务组)的股权时,市场人士皆怀疑,这是否一个明智的举动。

原因很简单。Masterskill自执行董事兼主要股东西华库马尔于去年宣布,已经与商人侯宋强(译音)签署一份股票认购选择权协议,以较市价出现庞大溢价来购买Masterskill的股票。尽管他还未行使选择权,但这一消息已令到该股价格大幅波动。

尽管如此,帕兰相信他将能够扭转Masterskill的困境。现在,他已经设定一个目标,在一年时间内令到Masterskill转盈。

帕兰说,Masterskill不是债务缠身,它只是给予西华库马尔信贷。尽管他使集团参与一些可疑的商业交易,但是只要清理好它的资产负债表,它的业务状况将可回复正常。

“我们处于颓势,基本上是一种消极的看法,以及是营收问题。而成本问题已经获得目前Masterskill股东妥善处理。因此,现在的任务是要改善营收。”

帕兰称:“Masterskill提供很多大学科目,包括内外全科医学、药剂、物理治疗和射线照相术。所有科目正在教授中,我们只需赢回学生、家长,以及政府对我们的信任,然后,当然,就是提供良好的教育设施。”

SMRT的子公司策略环境私人有限公司(SASB),及私募股权公司Creador通过Arenga Pinata私人有限公司,分别与西华库马尔订立有条件股票买卖协议,以每股60仙购买后者持有的Masterskill 30.75%股权。

SASB将斥资5090万令吉向西华库马尔收购23%股权,而Arenga Pinata将收购其余的7.75%。一旦完成收购后,Creador将成为Masterskill大股东,因它连同收购前持有的19.26%,合共拥有27.01%。

为了融资上述收购,SMRT向银行借款3600万令吉,以及私下配售至少1400万股股票。

在截至2014年12月31日止财政年度,Masterskill净亏损按年从1亿6280万令吉大幅减少至4330万令吉。并且拥有现金2250万令吉,以及540万令吉的长期借款。

SMRT和Creador正在寻求出售Masterskill的校园建筑物。它们想用一个轻型资产的经营模式来运作。西华库马尔将以8000万令吉资金买回Masterskill在八打灵再也和新山的设施。

帕兰指出,出售资产所得款项将会用作营运资金。他补充,因此Masterskill将可在未来持续营运,而无需股东注资。

为何SMRT不要收购Masterskill的控制性股权?帕兰坦言:“自己是个保守的企业家,不喜欢利用庞大借贷来做生意。预计SMRT的资产负债比率在收购之后,将增加至约0.7倍,而帕兰认为这已很高。”

帕兰表示,虽然收购后,Creador将会成为Masterskill大股东,但是SMRT将会控制后者管理层。他解释,Creador是一家私募股权公司,并不想掌管领导职位。它热衷于投资,只想获得回报,并不想插手管理工作。我们获得Creador的支持与Masterskill订立管理协议,基本上都是想整顿大学的管理工作。”【光华日报财经】
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 楼主| 发表于 17-2-2015 04:38 AM | 显示全部楼层
Type
Announcement
Subject
OTHERS
Description
ACQUISITION OF A WHOLLY-OWNED SUBSIDIARY,
SMARTCHROME SDN BHD
Introducton
The Board of Directors of SMRT Holdings Berhad ("SMRT" or "Company") wishes to announce that the Company has on 16 February 2015 completed the acquisition of 2 ordinary shares of RM1.00 each in Smartchrome Sdn Bhd (1128420-K) ("Smartchrome") representing the entire equity interest in Smartchrome for a total cash consideration of RM2.00 ("Acquisition") Only.  Upon completion of the Acquisition, Smartchrome will be a wholly-owned subsidiary of SMRT.

Information on Smartchrome
Smartchrome was incorporated in Malaysia on 22 January 2015 under the Companies Act 1965.  The authorised share capital of Smartchrome is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each.  The issued and paid-up share capital of Smartchrome is RM2.00 comprising of 2 ordinary shares of RM1.00 each.

Smartchrome is currently dormant.  The principal activities of Smartchrome will be subsequently amended to reflect the intended activities.

Financial Effects of the Acquisition
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of SMRT and its group of companies for the financial year ending 31 December 2015.

The Acquisition does not require the approval of the shareholders of SMRT.

Directors and Substantial Shareholders' Interest
None of the Directors and/or Substantial Shareholders of SMRT and/or persons connected to them have any interest, direct or indirect, in the aforesaid Acquisition.

This announcement is dated 16 February 2015.

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 楼主| 发表于 2-3-2015 10:30 PM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31/12/2014
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31/12/2014
31/12/2013
31/12/2014
31/12/2013
$$'000
$$'000
$$'000
$$'000
1Revenue
31,539
17,451
121,864
52,398
2Profit/(loss) before tax
166
6,250
11,814
10,273
3Profit/(loss) for the period
-1,634
5,084
6,914
8,250
4Profit/(loss) attributable to ordinary equity holders of the parent
-1,421
5,038
5,463
8,204
5Basic earnings/(loss) per share (Subunit)
-0.66
2.61
2.55
4.26
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.01


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.3477
0.3064

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 楼主| 发表于 13-3-2015 12:46 AM | 显示全部楼层
Type
Announcement
Subject
MULTIPLE PROPOSALS
Description
SMRT HOLDINGS BERHAD (“SMRT” OR “COMPANY”)
(I) PROPOSED ACQUISITION BY STRATEGIC AMBIENCE SDN BHD (“SASB”), A WHOLLY-OWNED SUBSIDIARY OF SMRT, OF APPROXIMATELY 23% OF THE VOTING SHARES OF MASTERSKILL EDUCATION GROUP BERHAD (“MEGB”) (“PROPOSED ACQUISITION”); AND

(II) PLACEMENT OF UP TO 10% OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF SMRT (“SHARES” OR “SMRT SHARES”) (“PLACEMENT”)
We refer to the announcements dated 12 January 2015, 15 January 2015, 20 January 2015, 30 January 2015, 13 February 2015 and 5 March 2015 in relation to the Proposals. All abbreviations used herein shall have the same meanings as those used in these announcements unless stated otherwise.

On behalf of SMRT, Maybank IB wishes to announce that the Company had on 11 March 2015, being the Price-Fixing Date, fixed the issue price of 23,527,400 Shares to be issued pursuant to the Placement (“Placement Shares”) at RM0.49 per Placement Share (“Issue Price”).

The Issue Price represents a discount of RM0.0339 or approximately 6.47% to the five (5)-day VWAMP of the Shares up to and including 10 March 2015, being the market day immediately prior to the Price-Fixing Date, of approximately RM0.5239.

This Announcement is dated 11 March 2015.

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 楼主| 发表于 20-3-2015 03:21 AM | 显示全部楼层
Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposal
Private Placement
Details of corporate proposal
Placement of up to 10% of the enlarged issued and paid-up share capital of SMRT Holdings Berhad
No. of shares issued under this corporate proposal
23,527,400
Issue price per share ($$)
MYR 0.490
Par Value ($$)
MYR 0.100
Latest issued and paid up share capital after the above corporate proposal in the following
Units
258,802,353
Currency
MYR 25,880,235.300
Listing Date
20/03/2015

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