Past Credentials

Citaglobal Berhad

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED ACQUISITION BY CITAGLOBAL BERHAD (FORMERLY KNOWN AS WZ SATU BERHAD) ("CITAGLOBAL" OR "COMPANY") OF THE ENTIRE EQUITY INTEREST IN CITAGLOBAL ENGINEERING SERVICES SDN BHD FROM TIZA GLOBAL SDN BHD AT A PURCHASE CONSIDERATION OF RM 140,000,000, TO BE SATISFIED ENTIRELY VIA ISSUANCE OF 736,842,105 NEW ORDINARY SHARES IN CITAGLOBAL ("CITAGLOBAL SHARE(S)") ("CONSIDERATION SHARE(S)") AT AN ISSUE PRICE OF RM0.19 PER CONSIDERATION SHARE ("PROPOSED ACQUISITION") (II) PROPOSED CONSOLIDATION OF EVERY 5 EXISTING CITAGLOBAL SHARES HELD BY THE SHAREHOLDERS OF CITAGLOBAL ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER INTO 1 CITAGLOBAL SHARE ("PROPOSED SHARE CONSOLIDATION")

 

BTM Resources Berhad

APPENDIX V - FINANCIAL FEASIBILITY REPORT ON THE PROPOSED SETTING UP OF A BIOMASS RENEWABLE ENERGY POWER PLANT SITUATED AT LOT 153-C, TELUK KALONG, MUKIM HULU CHUKAI, DAERAH KEMAMAN, TERENGGANU WITH A CAPACITY TO SUPPLY 10MW PER HOUR OF ELECTRICITY TO TENAGA NASIONAL BERHAD FOR A PERIOD OF 21 YEARS CONCESSION IN ACCORDANCE TO A RENEWABLE POWER PURCHASE AGREEMENT

Cahya Mata Sarawak Berhad

Valuation certificate on the fair value of the 25% equity interest in:-

(i) OM Materials (Sarawak) Sdn Bhd and

(ii) OM Materials (Samalaju) Sdn Bhd

PERTAMA DIGITAL BERHAD

PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF PDB IN RELATION TO THE PROPOSED VARIATION

PRG HOLDINGS BERHAD

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS IN RELATION TO THE Proposed Acquisition

Gets Global Berhad

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED SHAREHOLDERS OF GETS IN RELATION TO THE PROPOSED ACQUISITION

SINMAH CAPITAL BERHAD

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED SHAREHOLDERS OF SMCAP IN RELATION TO THE PROPOSED DISPOSAL

LYC HEALTHCARE BERHAD

EXPERTS REPORTS ON THE FAIRNESS OF THE PURCHASE CONSIDERATION FOR THE FOLLOWING

X(A) - PROPOSED ACQUISITION OF T&T  page 277

X(B) - PROPOSED ACQUISITION OF HCOS page 297

LYC HEALTHCARE BERHAD

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED  SHAREHOLDERS OF LYC IN RELATION TO THE PROPOSED DIVESTMENT

Divfex Berhad

The evaluations of the Asia Equity Research Sdn Bhd (“AER”), an independent business valuer engaged by DGSB to provide a fairness opinion on the value of Excel and Finther. 

PCCS GROUP BERHAD

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF PCCS
IN RELATION TO THE PROPOSED DISPOSAL

Sunview Group Berhad

Fair valuation certificates for the entire equity interest in Suntech Energy Sdn Bhd that owns 49% equity interest for Solarcity Reit Sdn Bhd and for the entire equity interest in Vafe Systems Sdn Bhd

iDimension Corporation Berhad

Basis and Justification of arriving at the Purchase Consideration.

The Purchase Consideration was arrived at on a “willing buyer-seller” basis after taking into consideration, inter-alia, the following:-

(i) the future earnings potential of the EVE Group;

In relation to the foregoing, Asia Equity Research Sdn Bhd (“AER”), an independent valuer, has been appointed by the Company to perform a valuation on the EVE Group. Pursuant to the SSA, the Purchase Consideration shall be within the valuation range of the EVE Group to be appraised by AER and in the event where the Purchase Consideration does not fall within the valuation Range appraised, the Purchase Consideration shall be adjusted in accordance with a manner to be mutually agreed between the Company and the Vendor. 

 

 

 

Straits Energy Resources Berhad

Independent advice letter from AER to the non-interested shareholders and non-interested directors of the company in relation to the proposed acquisition and proposed call option

Transocean Holdings Bhd

The Board has appointed Asia Equity Research Sdn Bhd (“AER”), an independent valuation firm to undertake a valuation of the ESSB. The Board has taken note of the indicative valuation by AER. The final valuation report by AER will be disclosed in the circular to shareholders of the Company.

 

Complete Logistics Services Berhad

Proposed disposal by CLSB of its entire equity interests in Guper Resources Sdn Bhd and Ultra Trinity Sdn Bhd to Dolphin Assets Sdn Bhd for an aggregate cash consideration of RM22,452,000

Reservoir Link Energy Bhd

Basis and justification of the Purchase Consideration

The range of market values of the entire equity interest of FESB of between RM44.0 million to RM53.0 million for the entire equity interest of FESB, as appraised by Asia Equity Research Sdn Bhd, the independent valuer appointed by the Board, which was derived based on a price-to-earnings (“P/E”) multiple approach.

 

Pimpinan Ehsan Bhd

The Purchase Consideration was arrived at on a “willing buyer-willing seller” basis based on the Acquiree Companies’ fair equity value of RM377 million. The fair equity value is derived in accordance with the valuation report prepared by the appointed independent valuer, Asia Equity Research Sdn. Bhd.

 

Sin Heng Chan (Malaya) Bhd

-Proposed acquisition of the entire equity interest in Tunas Selatan Pagoh Sdn Bhd

The Purchase Consideration was arrived at on a willing-buyer and willing-seller basis, after taking into consideration, inter-alia, the following:- 

The appraised fair value for the entire equity interest in TSP, based on 40% of the entire equity interest in Sime Darby Property Selatan Satu Sdn Bhd dated 6 October 2020, as appraised by AER, the Independent Valuer appointed by our Board (save for the Interested Directors). 

 

HLT Global Berhad

Proposed acquisition of the remaining 45% equity interest in HL Rubber Industries Sdn Bhd

The Company has appointed Asia Equity Research Sdn. Bhd. (“Independent Adviser”) on 11 January 2021 as the independent adviser in relation to the Proposed Acquisition for the following:-

(i) to comment as to whether the Proposed Acquisition is fair and reasonable in so far as the shareholders of HLT are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming such opinion;

(ii) to advise the shareholders of HLT whether they should vote in favour of the Proposed Acquisition; and

(iii) to take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in subparagraphs (i) and (ii) above.

 

Ivory Properties Group Berhad

Acting as adviser in assisting the preparation of circular to shareholders in relation to the proposed acquisition of two (2) pieces adjoining freehold land held under Geran No. 98024, LOT 15738, Mukim 12, Daerah Barat Daya, Pulau Pinang and Geran No. 98023, LOT 15737, Mukim 12, Daerah Barat Daya, Pulau Pinang with a total area of approximately 4.89 acres by Ivory Utilities Sdn Bhd, a wholly owned subsidiairy of Ivory Properties Group Bhd from C P Landmark Sdn Bhd and Augustine Line Sdn Bhd for a total cash consideration of RM142,794,956 (“Proposed Acquisition”)

The circular was issued and dated 10 November 2020.

 

HCK Capital Group Bhd

Proposal to Lease

In view of the interest of the Interested Directors and the Interested Major Shareholders in the Proposal as set out in Section 7, Part A of this Circular, the Proposal is a related party transactions and in compliance with the Paragraph 10.08 of the Listing Requirements, the Company had on 8 July 2020 appointed AER as the Independent Adviser to advise HCK’s non-interested directors and non-interested shareholders on whether the Proposal are fair and reasonable and whether the Proposal are to the detriment of HCK’s non-interested shareholders. A copy of the independent advice letter issued by AER to the non-interested shareholders is attached as Part B of this Circular. 

The independent advice letter was issued and dated 10 September 2020. 

 

Sinotop Holdings Berhad

Proposed Major Disposal

Considering that the Proposed Disposal is a related party transaction pursuant to Paragraph 10.08 of the Listing Requirements, the Company had appointed AER on 28 November 2018, as the Independent Adviser to advise the non-interested shareholders. 

In addition, since the Proposed Disposal also represents a major disposal pursuant to Paragraph 10.11A of the Listing Requirements, AER shall also:

(i) comment as to whether the Proposed Disposal is fair and reasonable in so far as the shareholders of Sinotop are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming that opinion. In arriving at such opinion, AER should comply with the relevant provisions relating to an independent adviser’s recommendation in Schedule 2, Part III of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC; 

(ii) advise the shareholders of Sinotop on whether they should vote in favour of the Proposed Disposal; and 

(iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs (i) and (ii) above.

The independent advice letter was issued and dated 30 July 2020;

 

Dolphin International Bhd

Basis and justification for the Purchase Consideration</p><p>The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following key factors:

(i) the range of market value of the entire equity interest in AP F&B of between RM 20.9 million and RM 22.8 million as at 27 February 2020, being the date of valuation, as appraised by Asia Equity Research, the independent valuer appointed by our Board (save for the Interested Directors)

AER’s independent valuation letter was included in circular issued and dated 14 May 2020.

 

Asia Poly Holdings Bhd

Basis and justification for the Purchase Consideration

The Disposal Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following key factors: 

(i) the range of market value of the entire equity interest in AP F&B of between RM 20.9 million and RM 22.8 million as at 27 February 2020, being the date of valuation, as appraised by Asia Equity Research, the independent valuer appointed by our Board (save for the Interested Directors)

AER’s independent valuation letter was included in circular issued and dated 12 May 2020

 

CN Asia Bhd

Proposed Acquisition

In view of the interest of the interested major shareholders as set out in Section 7 above, the Proposed Acquisition is a related party transaction pursuant to Paragraph 10.08(2) of the MMLR. Accordingly, in compliance with paragraph 10.08 of the MMLR, Asia Equity Research Sdn Bhd (“AER”) has been appointed to act as the Independent Adviser to advise the non-interested shareholder on 6 December 2019.

The independent advice letter was issued and dated 23 April 2020.

 

Pegasus Heights Berhad

The Business Valuation Report, whereby the fair value for the Business to CPLS ranges from RM 14.3 million to RM 16.8 million. The Business Valuation Report is disclosed in Appendix III of this Circular and TA Securities is of the view that the major assumptions used by the Valuer in the Business Valuation Report are reasonable after considering own assessment and discussion with the Valuer. 

AER’s independent valuation letter was included in circular issued and dated 26 December 2019. 

 

Complete Logistics Services Berhad

The fair value range of the Subject Companies, together with the Included Lands but without the Excluded Lands and the Sale of Petro-Land, within a range of RM 101.1million to RM 116.0 million. 

AER’s independent valuation letter was included in circular issued and dated 4 December 2019

 

Gagasan Nadi Cergas Bhd

Basis and justification in arriving at the Purchase Consideration

The Purchase Consideration was arrived at on a “willing buyer-willing seller” basis after taking into consideration the following:

(i) KPS’s profit after tax (“PAT”) and net assets (“NA”) of approximately RM15.3 million and RM234.5 million respectively, based on its audited consolidated financial statements for the financial year ended (“FYE”) 31 December 2018;

(ii) The indicative value of the entire equity interest in KPS of between RM 150.2 million and RM 167.0 million as at 31 December 2018, as appraised by Asia Equity Research Sdn Bhd (“AER”), being an independent valuer appointed by the Company, vide its letter dated 21 October 2019 (“KPS Valuation Letter “)

 

Integrated Logistics Berhad

“AER” or “Independent Valuer″ the independent valuer, a company licensed by Securities Commission Malaysia in providing advisory in Corporate Finance and Investment Advice 

The fair value range of the entire equity interest in INL within a range of AED 81.0 million to AED 115.0 million as appraised by AER vide their Business Valuation Letter, adopting the discounted FCFE method. The Business Valuation Letter is included in Appendix I of this Circular.

AER’s independent valuation letter was included in circular issued and dated 28 March 2019.

NCB Holdings Berhad

Asia Equity Research Sdn Bhd (1103848-M), being the independent firm of registered valuers appointed by NCB to undertake a valuation of the business of Northport

(a) Northport (Port operations)

In considering the fairness of the Offer Price, we have relied on AER’s valuation on Northport, to arrive at the valuation of NCBs port operations. As we have relied on AER’s valuation in forming our opinion in respect of the fairness of the Offer, we have assessed and are satisfied with AER’s qualification, expertise, experience, credibility and scope of engagement. We have also evaluated and are satisfied with the results of the valuation based on the reasonableness of the methodologies, key assumptions made and risks highlighted by AER in its valuation as set out in Appendix IV of this IAC. AER in its letter dated 14 December 2015 had valued the entire equity interest of Northport within the range of RM1,847 million to RM1,947 million.

AER’s independent valuation letter was included in the independent advice circular issued and dated 28 December 2015. 

 

 

 

Astramina Group Berhad