Annual Report 2011 (Part I) - Wawasan TKH Holdings Berhad

WAWASAN TKH HOLDINGS BERHAD (540218-A) • ANNUAL REPORT 2011
023
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (cont’d)
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT (cont’d)
(d) In the opinion of the Directors:
(III) AS AT THE DATE OF THIS REPORT
(e)
(f)
(i)
(ii)
no item, transaction or event of a material and unusual nature likely to affect substantially the
results of the operations of the Group and of the Company has arisen for the financial year
in which this report is made; and
no contingent or other liability has become enforceable, or is likely to become enforceable,
within the period of twelve (12) months after the end of the financial year which will or may affect
the ability of the Group or of the Company to meet their obligations as and when they fall due.
There are no charges on the assets of the Group and of the Company which have arisen since
the end of the financial year to secure the liabilities of any other person.
There are no contingent liabilities of the Group and of the Company which have arisen since the
end of the financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or
financial statements which would render any amount stated in the financial statements of the
Group and of the Company misleading.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) On 14 February 2011, Greatpac Sdn. Bhd. (“GPSB”), a wholly owned subsidiary of the Company, entered
into a Sale and Purchase Agreement with Divine Lotus Sdn. Bhd. for the disposal of a freehold landed
property for a total cash consideration of RM5,563,000. The disposal was completed on 23 June 2011.
(b) On 21 March 2011, the Company successfully completed the following corporate exercise, which included:
(i)
(ii)
the reduction of the issued and paid-up share capital of the Company via cancellation of RM0.10 from
the par value of every existing ordinary share of RM0.20 each in the Company pursuant to Section 64
of the Companies Act, 1965 in Malaysia (“Par Value Reduction”);
the conversion of an existing debt amounting to RM16 million owing by the Company to its major
shareholder, namely WTKHSB, involving an issue of 160 million new ordinary shares of RM0.10 each
in the Company to WTKHSB or its assignee(s)/renouncee(s) via a private placement; and
(c)
(iii)
amendments to the Memorandum and Articles of Association of the Company to facilitate the implementation
of the Par Value Reduction.
On 25 August 2011, Greatpac (S) Pte. Ltd., a wholly owned subsidiary of GPSB in Singapore, which in
turn is a wholly owned subsidiary of the Company, entered into an Option to Purchase Agreement with
Industmarine Engineers Pte. Ltd. for the disposal of a two storey intermediate terrace factory for a total
cash consideration of SGD1,780,000 or equivalent to RM4,399,092. The disposal was completed on 3
November 2011.
SIGNIFICANT EVENT SUBSEQUENT TO THE FINANCIAL YEAR
On 24 April 2012, a major shareholder of the Company, namely WTKHSB, exercised 5 million detachable
warrants 2008/2013 (“Warrants”) at exercise price of RM0.21 per Warrant on the basis of one (1) new ordinary
share for every one (1) Warrant exercised pursuant to the Deed Poll dated 24 July 2008. The new ordinary
shares of RM0.10 each rank pari passu in all respect with the existing shares of the Company.