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Corporate Governance Of Things

Author: tanhakka   |   Latest post: Tue, 12 Mar 2019, 1:50 PM

 

Protasco Bhd pattern of turbulence. Sues sub-contractor, seeks refund of RM2.97m. The Sun Daily | 富达公司多灾多难,天天上法庭问题接二连三,再添一宗法律诉讼案。

Author: tanhakka   |  Publish date: Tue, 12 Mar 2019, 1:50 PM


11 March 2019. Troubled construction company Protasco Bhd’s wholly owned subsidiary HCM Engineering Sdn Bhd has filed a legal suit at the Kuala Lumpur High Court against its mechanical and electrical works sub-contractor Kuasatek (M) Sdn Bhd for breach of contract.

HCM’s claim against Kuasatek is premised on breach of contract by Kuasatek pursuant to a letter of appointment for mechanical and electrical works packages dated March 15, 2016, a work package under a project previously awarded to HCM, which was the design and built contract for the proposed additional of a four-storey office building with basement car park to the existing facilities in Bukit Jalil for the Asian Football Confederation.
 
“The legal proceeding is to finally determine the liability of Kuasatek under the contract and for the refund of the adjudicated sum paid to Kuasatek pursuant to the adjudication decision dated July 4, 2018,“ Protasco said.
 
HCM’s claims against Kuasatek include a declaration that the contract dated May 13, 2016 between the plaintiff and the defendant is for the sum of RM9.5 million; the defendant has breached the contract dated May 13, 2016; the plaintiff is allowed to set off the sum of RM288,204.76 as the costs to rectify the defectives works and /or work done on behalf; the plaintiff is allowed to set off the sum of RM930,000 as liquidated ascertained damages; the plaintiff is allowed to withhold the sum of RM475,000 as the performance bond until the issuance of the Certificate of Making Good Defects by Asian Football Confederation.
 
In addition, the defendant shall pay the sum of RM12,889.25 to the plaintiff; refund the sum of RM2.97 million to the plaintiff being the excess payment paid by the plaintiff to the defendant for work done; refund the sum of RM106,571.60 to the plaintiff forthwith being the sum paid by the plaintiff to the defendant for legal costs, adjudication costs and expenses; general damages to be assessed by the Court; interest at the rate of 5% per annum on the amount above from the date of judgment until date of full payment; and costs.
 
HCM had previously appealed to the High Court after its originating summons to set aside the adjudication decision dated July 4, 2018 obtained by Kuasatek was dismissed with costs.
 
Protasco Bhd is facing series of problems since last 4 years, which saw December 2018 quarterly loss of RM44 million, suspension of PPAM projects by Putrajaya Corp (PjC) as per confirmed by The Edge newspaper, and loss of RM2.97milion claims from sub-contractor Kuasatek, followed by a counter lawsuit today on Kuasatek.
 
In the middle of cash strapped troubles, the company announced to spend RM48.6 million cash on a Related Party Transaction (RPT) Land Project purchase from its executive director Dato' Sri Chong Ket Pen on 1 March 2019, or just 2 days after the company announced RM44 million loss in 4th quarter 2018.
 
According to Bursa Malaysia announncement, the vendor for the Tampin Land in Negeri Sembilan to be acquired by Protasco Bhd is Penmaland Sdn Bhd, where Protasco Executive Director Chong Ket Pen held 85%, his wife Hoo Chit Neo held 15%, and 3 of his sons Chong Ther Nen, Chong Ther Vern and Chong Ther Shern held the directorship.

 

The Sun Daily Reviewed

 

Original Aerticle: https://www.thesundaily.my/business/protasco-sues-sub-contractor-for-breach-of-contract-IX671381

Protasco sues sub-contractor for breach of contract 

12 MAR 2019 / 09:18 H.
 

 

PETALING JAYA: Protasco Bhd’s wholly owned subsidiary HCM Engineering Sdn Bhd has filed a legal suit at the Kuala Lumpur High Court against its mechanical and electrical works sub-contractor Kuasatek (M) Sdn Bhd for breach of contract.

HCM’s claim against Kuasatek is premised on breach of contract by Kuasatek pursuant to a letter of appointment for mechanical and electrical works packages dated March 15, 2016, a work package under a project previously awarded to HCM, which was the design and built contract for the proposed additional of a four-storey office building with basement car park to the existing facilities in Bukit Jalil for the Asian Football Confederation.

“The legal proceeding is to finally determine the liability of Kuasatek under the contract and for the refund of the adjudicated sum paid to Kuasatek pursuant to the adjudication decision dated July 4, 2018,“ Protasco said.

HCM’s claims against Kuasatek include a declaration that the contract dated May 13, 2016 between the plaintiff and the defendant is for the sum of RM9.5 million; the defendant has breached the contract dated May 13, 2016; the plaintiff is allowed to set off the sum of RM288,204.76 as the costs to rectify the defectives works and /or work done on behalf; the plaintiff is allowed to set off the sum of RM930,000 as liquidated ascertained damages; the plaintiff is allowed to withhold the sum of RM475,000 as the performance bond until the issuance of the Certificate of Making Good Defects by Asian Football Confederation.

In addition, the defendant shall pay the sum of RM12,889.25 to the plaintiff; refund the sum of RM2.97 million to the plaintiff being the excess payment paid by the plaintiff to the defendant for work done; refund the sum of RM106,571.60 to the plaintiff forthwith being the sum paid by the plaintiff to the defendant for legal costs, adjudication costs and expenses; general damages to be assessed by the Court; interest at the rate of 5% per annum on the amount above from the date of judgment until date of full payment; and costs.

Protasco said the legal proceeding it has initiated has no significant immediate adverse impact on its current financial position.

HCM had previously appealed to the High Court after its originating summons to set aside the adjudication decision dated July 4, 2018 obtained by Kuasatek was dismissed with costs.

 

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6091645

MATERIAL LITIGATION COMMENCEMENT OF LEGAL SUIT AGAINST KUASATEK (M) SDN BHD
 
PROTASCO BERHAD
 
Type Announcement
Subject MATERIAL LITIGATION
Description COMMENCEMENT OF LEGAL SUIT AGAINST KUASATEK (M) SDN BHD
Reference is made to our announcements dated 31 October 2018 and 22 November 2018. Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the previous announcements above.
 
 
 
Protasco Berhad (“Protasco”) wishes to announce that its wholly owned subsidiary, HCM Engineering Sdn Bhd (“HCM”) has on today filed a legal suit at the Kuala Lumpur High Court against Kuasatek (M) Sdn Bhd (“Kuasatek”) (“Legal Proceeding”).
 
 
 
HCM’s claim against Kuasatek is premised on breach of contract by Kuasatek pursuant to a Letter of Appointment for Mechanical and Electrical Works Packages (Contract No: HCM/P48-AFC/LA/C/16/V1(07) dated 15 March 2016, a work package under a project previously awarded to HCM known as “The Design And Built Contract For The Proposed Additional Of A 4 Storey Office Building With Basement Car Parking To The Existing Facilities On Lot No. 38627, Bukit Jalil, Mukim Petaling, Daerah Kuala Lumpur, Malaysia For Asian Football Confederation.” Kuasatek was the mechanical and electrical works sub-contractor for HCM.
 
 
 
The Legal Proceeding is to finally determine the liability of Kuasatek under the contract and for the refund of the Adjudicated Sum paid to Kuasatek pursuant to the Adjudication Decision dated 4.7.2018.
 
 
 
HCM’s claims against Kuasatek are as follows:
 
 
 
(a)        A declaration that the contract dated 13.5.2016 between the Plaintiff and the Defendant is for the sum of RM9,500,000.00;
 
 
 
(b)        A declaration that the Defendant has breached the contract dated 13.5.2016;
 
 
 
(c)        A declaration that the Plaintiff is allowed to set off the sum of RM288,204.76 as the costs to rectify the defectives works and /or work done on behalf;
 
 
 
(d)        A declaration that Plaintiff is allowed to set off the sum of RM930,000.00 as Liquidated Ascertained Damages;
 
 
 
(e)        A declaration that the Plaintiff is allowed to withhold the sum of RM475,000.00 as the performance bond until the issuance of the Certificate of Making Good Defects by Asian Football Confederation;
 
 
 
(f)        The Defendant shall pay the sum of RM12,889.25 to the Plaintiff forthwith;
 
 
 
(g)        The Defendant shall refund the sum of RM2,968,456.89 to the Plaintiff forthwith being the excess payment paid by the Plaintiff to the Defendant for work done;
 
 
 
(h)        The Defendant shall refund the sum of RM106,571.60 to the Plaintiff forthwith being the sum paid by the Plaintiff to the Defendant for legal costs, adjudication costs and expenses;
 
 
 
(i)         General damages to be assessed by this Honourable Court;
 
 
 
(j)         Interest at the rate of 5% p.a. on the amount in (f), (g), (h) and (i) above from the date of Judgment until date of full payment; and 
 
 
 
(k)        Costs.
 
 
 
Protasco wishes to state that the Legal Proceeding it has initiated has no significant immediate adverse impact on the current financial position of Protasco.
 
 
 
 
 
Announcement Info
Company Name PROTASCO BERHAD
Stock Name PRTASCO
Date Announced 11 Mar 2019
Category General Announcement for PLC
Reference Number GA1-11032019-00051
 

 

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惨!富达公司债务缠身,今天再爆PPA1M 房屋计划取消,UOB银行银根拉紧,PN17前奏?Debt ridden Protasco Bhd catastrophe PPAM contract terminations is a step to UOB bank default and PN17?

Author: tanhakka   |  Publish date: Mon, 11 Mar 2019, 1:02 AM


2019年3月9日 - 道路维修和建筑公司 PROTASCO BHD (富达公司 5070) 今天被财经新闻报THE EDGE 踢爆,旗下的公务员廉价房屋计划 (PPAM 或 PPA1M) 被下令无限期“暂时”停工,并可能被终止合约。富达公司是前朝政府公共合约掠夺者, 也是腐败的象征。马来西亚全国大选后被政府清算也是意料之中。
 
根据可靠消息,富达公司已经被公务员廉价房屋计划合约颁发者 Putrajaya Corp (PjC) 下令“暂时”停工。The Edge 新闻报道。
 
刚刚蒙受马币4千4百万季度亏损的富达公司,如今被建筑工程合约终止拖累,分分钟会有银行“集体撤资”的风险。公司执行董事张吉平 (Chong Ket Pen) 3月1日宣布利用富达公司的钱(马币4千8百6十万)跟张吉平自己卖地套现,明目张胆的“抢钱动作”看得有关执法当局目瞪口呆。难道富达公司陷入PN17困境时日已到,劫数难逃?
 
如意算盘打得火热,如今被政府泼了一盘冷水,张吉平惹的祸可能被爆料,并可能面对银行的清算。张吉平给3个儿子挂高帽子,却万万没想到个个笨头笨脑,成事不足败事有余,搞到富达公司一团糟。到底张吉平还能唬弄多少人,圈多少钱,就得看有关执法当局什么时候行动了。
 
 
 
【 The Edge 骇客 - 真正的The Edge 】
 
 
 

Source: https://www.edgeprop.my/content/1490466/ppam-contract-terminations-impact-more-developers-report

 

PPAM contract terminations to impact more developers: Report

KUALA LUMPUR (March 9): More Malaysia Civil Servants Housing Programme (PPAM) projects are “expected to be either put on hold or shelved”, reported The Edge Malaysia in its latest issue.

A source told the weekly that Protasco Bhd has been informed by Putrajaya Corp (PjC) (the project owner of PPAM in Putrajaya) to “temporarily postpone” development.

It was reported on Feb 27 that Damansara Realty Bhd announced that PjC had terminated a contract to develop 1,350 residential units and 45 commercial units with a gross development cost of RM467.3 million in Precinct 5 of Putrajaya.

Damansara Realty announced that the termination “was due to the government’s move to unify the development of affordable homes under the Ministry of Housing and Local Government”.

Developers contracted to construct PPAM homes include Ahmad Zaki Resources Bhd, Hap Seng Consolidated Bhd, Iris Corp Bhd, Zecon Bhd, LBS Bina Bhd and Spring Gallery Bhd.

“The level of progress of these projects could not be ascertained,” wrote the business publication.

One of the major decisions made by Minister of Housing and Local Government Zuraida Kamaruddin has been the consolidation of the affordable housing schemes at the “federal level”. Part of this endeavour was the creation of National Affordable Housing Council last year.

“It is good that the minister (Zuraida) wants to consolidate all of the affordable housing programmes at the federal level under her ministry to avoid confusion among the public,” Ishmael Ho, CEO of Ho Chin Soon Research Sdn Bhd, told the business weekly.

But Ho explained that “while the agencies on the federal level can be consolidated, each state still has its own agencies for people’s housing programmes”.

“The benefit of streamlining agencies at the federal level might be limited to the federal territories,” he added.

Ho also said that “there had been hardly any success stories among the various affordable housing programmes” under the previous Federal administration and attributed it to the “lack of transparency when it came to information on residential properties”.

“For example, there must be a database on how many affordable housing units have been launched, where exactly they are located, what type of properties have been built, which projects are being planned, being constructed, under construction or completed, and so on,” he added.

Meanwhile, a property developer said the cancellation “of contracts to build PPAM houses should not be prolonged”.

“The government should quickly come up with a replacement programme, if indeed those programmes launched under BN have been scrapped. People want to know what kind of affordable housing programmes they can apply to,” he added.

 

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Protasco Bhd joint development RM371.5m property in Tampin for a cash of RM48.6 million paying to related party Chong Ket Pen? - The Edge News

Author: tanhakka   |  Publish date: Sun, 3 Mar 2019, 6:15 PM


Earlier Report: Sun, 3 Mar 2019, 06:15 PM

Protasco Bhd's RM48.6m Land-JV cash to Director Chong Ket Pen, 2 days after -RM44m Q4 loss report shock the market. Real reasons exposed.

 

 

Protasco RM48.6 million cash-buy land JV announcement:

http://disclosure.bursamalaysia.com/FileAccess/apbursaweb/download?id=92937&name=EA_GA_ATTACHMENTS

Protasco -RM44 million Q42018 loss announcement:

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6077565

The announcement of RM48.6 million cash-buy land-JV paying to Dato Sri' Chong Ket Pen news just 2 days after Protasco Bhd announced -RM44 million 4th Quarter loss, the worst operating loss in Protasco's history also led by Dato Sri' Chong Ket Pen. Read more...

 

 

 
 
 
 
 
 
KUALA LUMPUR (March 1): According to The Edge newspaper, Protasco Bhd announced on 1st March 2019 it is undertaking a joint mixed residential development project in Tampin, Negeri Sembilan, which has an estimated gross development value of RM371.59 million, with Penmaland Sdn Bhd.
 
The collaboration is considered a related party transaction as Penmaland’s major shareholder is Datuk Seri Chong Ket Pen, the single largest shareholder in Protasco, with control of a 29.53% stake. Chong is the executive vice chairman-cum-managing director of Protasco.
 
In an exchange filing today, Protasco said the conditional joint development agreement was signed between its wholly-owned unit De Centrum Retail Sdn Bhd and Penmaland, which is the registered owner of the land measuring some 55.48 ha.
 
Penmaland had in August 2018, procured the existing planning approval from Majlis Daerah Tampin.
 
The land is approved to be developed as a mixed residential development known as “Denai Hills”, comprising 703 units of terraced houses, 32 units of semi-detached houses, 71 units of bungalows, three homestay units and a commercial lot.
 
“Subject to property market conditions, the development period is expected to be approximately seven years.
 
“As at the latest practicable date, the development has yet to commence and the construction works for the development is expected to commence in the third quarter of 2019 provided that the agreement has become unconditional,” read the filing.
 
Pursuant to the agreement, Penmaland will grant De Centrum full and unfettered rights to carry out the development on the land, in exchange for a cash consideration of RM48.6 million.
 
The group intends to fund the development through a combination of internal funds (including cash flows generated from the project) and bank borrowings, the quantum of which cannot be determined at this juncture.
 
Under the agreement, De Centrum is entitled to receive approximately 87% of the estimated aggregate GDV of the project, or some RM323.28 million based on its current estimation.
 
Shares in Protasco closed two sen or 6.52% higher today at 25 sen, for a market capitalisation of RM120.35 million. The stock has lost about 69% of its value over the past year.
 
The Edge however, forgot to quote on 27 February 2019, Protasco Bhd announced RM44.6 million losses in 4th quarter, and annual losses of RM48.5 million. In the quarterly report, Protasco under current management in the property sector had performed badly and continue to book losses for last few years. Adding more portfolio to a loss making cost center at current market condition? The madness just got worsen.
 
As an investigative financial newspaper, The Edge might want to ask why current board worsen Protasco with another RM48.6 million cash burden when debt and bank borrowing is already alarming high, moreover paying to the company executive director Chong Ket Pen which the losses is caused under his current management supervision and exactly knowing Protasco disastrous financial condition being disastrous? Is this the best The Edge can do, to deliver message of the villian?
 
Where is "The Edge" of The Edge for not reporting the obvious?
 
 
 
Labels: PRTASCO
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Protasco Bhd's RM48.6m Land-JV cash to Director Chong Ket Pen, 2 days after -RM44m Q4 loss report shock the market. Real reasons exposed.

Author: tanhakka   |  Publish date: Sat, 2 Mar 2019, 1:56 PM


 

1st March 2019 - The full report of Protasco Bhd (Bursa 5070) RM48.6 million cash payout to Dato Sri' Chong Ket Pen, through his company Penmaland Sdn Bhd, where Chong Ket Pen held 85%, his wife Hoo Chit Neo held 15%, and 3 of his sons Chong Ther Nen, Chong Ther Vern and Chong Ther Shern held the directorship in Penmaland Sdn Bhd. as per Section 2.5 (below), is exposed as follows.

Here are the highlights of the RM48.6 million cash-upfront Land JV proposed announced today for Protasco Bhd to pay Dato Sri' Chong Ket Pen despite the firm recorded a huge -RM44 million loss and alarming poor balance sheet of RM633 million debt as of 31 December 2018 4th quarter report.

 

Is ill-gotten power, money, and shares to self-approve Related Party Transaction (RPT) being legalised?

On behalf and for the benefit of accounting-knowledge incompetent minority shareholders of Protasco Bhd, let's finish stripping the report below before Protasco being stripped yet another RM48.6 million by the same person - Dato Sri' Chong Ket Pen.

 

Protasco RM48.6 million cash-buy land JV announcement:

http://disclosure.bursamalaysia.com/FileAccess/apbursaweb/download?id=92937&name=EA_GA_ATTACHMENTS

Protasco -RM44 million Q42018 loss announcement:

http://www.bursamalaysia.com/market/listed-companies/company-announcements/6077565

The announcement of RM48.6 million cash-buy land-JV paying to Dato Sri' Chong Ket Pen news just 2 days after Protasco Bhd announced -RM44 million 4th Quarter loss, the worst operating loss in Protasco's history also led by Dato Sri' Chong Ket Pen.

 
 
 
INTRODUCTION
 

 

On behalf of the Board of Directors of Protasco (“Board”), RHB Investment Bank Berhad (“RHB Investment Bank”) wishes to announce that DCRSB had on 1 March 2019 entered into a conditional joint development agreement (“JDA”) with Penmaland to jointly develop the Tampin Land into a mixed residential development (“Development” or the “Project”).

 

 
Pursuant to the JDA, Penmaland, being the registered proprietor and the legal and beneficial owner of the Tampin Land, shall grant DCRSB, the developer of the Development, full and unfettered rights to carry out the Development on the Tampin Land, in exchange for a total cash consideration of RM48.60 million (“Proprietor’s Entitlement”) which will be payable in the manner as set out in Section 2.1.4(i)* of this Announcement.
 
In view of the interest of Dato’ Sri Chong Ket Pen (“Dato’ Sri Chong”) in the Proposed Joint Development as set out in Section 9 of this Announcement, the Proposed Joint Development is deemed as a related party transaction pursuant to the provisions of Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”). Accordingly, Public Investment Bank Berhad (“Independent Adviser”) has been appointed as the independent adviser to advise the non-interested directors and noninterested shareholders of Protasco in respect of the Proposed Joint Development.
 
Further details on the Proposed Joint Development are set out in the ensuing sections of this Announcement.

 

Note: * Section 2.1.4(i)

Penmaland’s entitlement Penmaland is entitled to receive from DCRSB a fixed total sum of RM48.60 million in cash, which is equivalent to approximately 13% of the estimated aggregate gross development value (“GDV”) of the Project of RM371.59 million and shall be paid in stages in the following manner:


Milestone(cashout) Timeline  RM’million

(a) 1 st payment  

(b) 2 nd payment 

(c) 3 rd payment 

On the date of the JDA (“First Payment”)

12 months from the date of the JDA, or the Unconditional Date, whichever is later

18 months from the date of the JDA or the Unconditional Date, whichever is later 

 5.00

 5.00

 5.00

  Subtotal (“Upfront Consideration” 15.00

(d) 

Balance payment Within three (3) months from the date on which the certificate of completion and compliance of building works (“CCC”) in relation to the Units of the respective phases of the Development is issued *   

33.60

  Total 48.60
 

 

 

 

Section 2.5 listed Chong Ket Pen and wife Hoo Chit Neo, both holding 85% and 15% respectively the shares of Penmaland Sdn Bhd, and 3 of Chong Ket Pen' sons as directors, namely Chong Ther Nen, Chong Ther Vern, and Chong Ther Shern.

 

8. APPROVALS REQUIRED

The Proposed Joint Development is subject to and conditional upon the following approvals being obtained:

(i) shareholders of Protasco at an EGM to be convened; and

(ii) any other relevant authorities and/or parties, if required.

The Proposed Joint Development is not conditional upon any other corporate proposal undertaken or to be undertaken by Protasco.

 

9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM

Dato’ Sri Chong Ket Pen, the Executive Vice Chairman/Group Managing Director of Protasco, is also a director and major shareholder of Penmaland. He is also a major shareholder of Protasco through his direct interest as well as indirect interest through Penmacorp Sdn Bhd (“Penmacorp”) as well as his spouse and children’s shareholdings in Protasco. As such, Dato’ Sri Chong Ket Pen is deemed interested in the Proposed Joint Development. In addition, Dato’ Sri Chong Ket Pen is also the director and major shareholder of Penmacorp, which in turn is a major shareholder of Protasco.

Accordingly, Dato’ Sri Chong Ket Pen has abstained and will continue to abstain from all Board deliberations and voting in respect of the Proposed Joint Development. Dato’ Sri Chong Ket Pen and Penmacorp will also abstain from voting in respect of their direct and/or indirect interest in Protasco on the resolution pertaining to the Proposed Joint Development to be tabled at an EGM to be convened and they have undertaken that they shall ensure that persons connected with them will also abstain from voting in respect of their direct and/or indirect interest in Protasco on the resolution pertaining to the Proposed Joint Development to be tabled at an EGM to be convened.

Save as disclosed above, none of the Directors and/or major shareholders of Protasco and/or persons connected with them have any interest, direct or indirect, in the Proposed Joint Development.

 

10. TRANSACTIONS WITH THE RELATED PARTY IN THE PAST 12 MONTHS

Save for the Proposed Joint Development, there has been no transaction entered into between the Group and Dato’ Sri Chong Ket Pen and/or persons connected to him for the 12 months preceding the date of this Announcement.

 

11. AUDIT COMMITTEE’S STATEMENT

The Audit Committee of Protasco*, having considered all aspects to the Proposed Joint Development including the salient terms of the JDA, basis and justification of the Proprietor’s Entitlement, rationale for and benefits of the Proposed Joint Development, prospects of the Tampin Land and the Development as well as the fairness evaluation of the Independent Adviser, is of the opinion that the Proposed Joint Development is:

(i) in the best interest of the Company;

(ii) fair, reasonable and on normal commercial terms; and

(iii) not detrimental to the interest of the non-interested shareholders of the Company.

Who are the (Dato Sri' Chong Ket Pen controlled) members of audit committee? Mr. Lim Yew Ting, Tan Yee Boon, and Suhaimi Bin Badrul Jamil (Chairman, appointed on 31 May 2018 after former chairman Dato' Mohd Nanif Bin Sher Mohamed resigned).

 

12. DIRECTORS’ STATEMENT

The Board (save for Dato’ Sri Chong Ket Pen), having considered all aspects to the Proposed Joint Development including the salient terms of the JDA, basis and justification of the Proprietor’s Entitlement, rationale for and benefits of the Proposed Joint Development, prospects of the Tampin Land and the Development as well as the fairness evaluation of the Independent Adviser, is of the opinion that the Proposed Joint Development is:

(i) in the best interest of the Company;

(ii) fair, reasonable and on normal commercial terms; and

(iii) not detrimental to the interest of the non-interested shareholders of the Company.

 

Who are the board of (Dato Sri' Chong Ket Pen controlled) directors? Led by Chairman Tan Sri Datuk Dr Hadenan Bin Abdul Jalil, Non-Independent Director Tan Heng Kui, ID Tan Yee Boon, ID Tham Wei Mei, ID Lim Yew Ting, ID Suhaimi Bin Badrul Jamil, and Executive Director Dato' Sri Su-Azian @ Muzaffar Syah Bin Abdul Rahman.

DATO’ MOHD HANIF BIN SHER MOHAMED which is also the "CHAIRMAN OF AUDIT COMMITTEE" resigned.

 

 

 

 

13. PERCENTAGE RATIO

The highest percentage ratio applicable for the Proposed Joint Development under Paragraph 10.02(g) of the Listing Requirements is approximately 30.16%, computed based on the estimated GDC of the Project (including the Tampin Land cost of RM48.60 million and financing cost, but excluding tax) over the audited consolidated total assets of the Company as at 31 December 2017.

 

14. ADVISERS

14.1 Principal Adviser RHB Investment Bank has been appointed as the Principal Adviser to Protasco for the Proposed Joint Development.

14.2 Independent Adviser In view that the Proposed Joint Development is deemed as a related party transaction under Paragraph 10.08 of the Listing Requirements, Public Investment Bank Berhad has been appointed as the Independent Adviser. The role of the Independent Adviser is:

(i) to comment as to whether the Proposed Joint Development:

(a) is fair and reasonable so far as the non-interested shareholders of Protasco are concerned; and

(b) is to the detriment of the non-interested shareholders of Protasco, and such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration in forming that opinion;

(ii) to advise the non-interested shareholders of Protasco on whether they should vote in favour of the Proposed Joint Development; 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.

 

15. APPLICATION TO THE AUTHORITIES

Barring any unforeseen circumstances, the application to the relevant authorities in relation to the Proposed Joint Development is expected to be made within two (2) months from the date of this Announcement.

 

 

 16. ESTIMATED TIMEFRAME FOR COMPLETION 

Barring any unforeseen circumstances and subject to the approvals of the relevant authorities and parties being obtained, the Proposed Joint Development is expected to be implemented by the 3 rd quarter of 2019.

 

17. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of Protasco at 802, 8th Floor, Block C, Kelana Square, 17, Jalan SS7/26, 47301 Petaling Jaya, Selangor Darul Ehsan during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement:

(i) JDA and Power of Attorney; and

(ii) Market Feasibility Report.

This Announcement is dated 1 March 2019

 

MARKET SHOCKED - ANOTHER (MONEY STRIPPING) COVER UP?

What is the (real) reasons the Protasco Bhd's board which is controlled by Dato Sri' Chong Ket Pen, in-a-rush push the limit of Protasco which is already loss making and Rm633 million debt-ridden. Protasco Bhd which just suffer a -RM44 million quarterly loss has to load up another RM48.6 million cash payment to Dato Sri' Chong Ket Pen likely from yet another bank loan. The ruthless move is jaw dropping.

The land in Kuala Lumpur or Selangor are facing market gluts, and Penmaland Sdn Bhd (aka Dato Sri' Chong Ket Pen) invested in land outside Klang Valley (Tampin, Negeri Sembilan) which apparently has outstanding loan from UOB Bank with interest, as stated in Section 13 above. The exercise is obviously a technical bailout or cover up by Protasco Bhd for it's director Dato Sri' Chong Ket Pen own interest.

Save on the (Dato Sri' Chong Ket Pen controlled) Protosco Bhd board of directors, especially the 3 Audit Committee members, maybe the relevant authorities can give public investors a better reason while the cash stripping exercise is on-going, as per Section 15 above quoted their "approval" would be in 2 months, rather than standard copy-and-paste excuses to facilitate the questionable related party transaction to cover up the interest party's true intention.

The Protasco "rush" to pay cash to Dato Sri' Chong Ket Pen is coincidentally trying to move ahead on another pressing matter - the RM368 million lawsuit by Global Capital Limited* on (the same) Dato Sri' Chong Ket Pen. That breach of contract is Dato Sri' Chong Ket Pen's personal liability and Court Trial could take place anytime mid of this year. Unfortunately Dato Sri' Chong Ket Pen net worth sunk into his own modus operandi to "recycle his money obtained from Protasco to buy more Protasco shares" during year 2012-2018, and share has since plunged from RM2.10 before split to RM0.245 as of today, written off most of his investments. Perhaps this explains the "urgent cash payout?

As for the "relevant authorities", the matter and the authorities themselves would not be relevant anymore if Dato Sri' Chong Ket Pen ran away with another RM48.6 million cash from Protasco Bhd.

 

" Corporate Governance At Risk - Corporate Misconduct Exposure Report ". 1st March 2019.

 

*note: Global Capital Limited was the broker which got Dato Sri' Chong Ket Pen the power and control of Protasco Bhd on 3 November 2012. Chong signed the personal guaranteed engagement to place the "order" to buy his re-entry into Protasco Bhd.

 

 

 

REFERS TO:

 

Bursa Malaysia announcement: http://www.bursamalaysia.com/market/listed-companies/company-announcements/6084945

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS PROTASCO BERHAD ("PROTASCO" OR THE "COMPANY") PROPOSED JOINT DEVELOPMENT BETWEEN DE CENTRUM RETAIL SDN BHD ("DCRSB"), A WHOLLY-OWNED SUBSIDIARY OF PROTASCO DEVELOPMENT SDN BHD, WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF PROTASCO, AND PENMALAND SDN BHD ("PENMALAND") TO JOINTLY DEVELOP THREE (3) CONTIGUOUS PARCELS OF FREEHOLD DEVELOPMENT LAND IN MUKIM OF TAMPIN TENGAH, DISTRICT OF TAMPIN, NEGERI SEMBILAN DARUL KHUSUS ("TAMPIN LAND") ("PROPOSED JOINT DEVELOPMENT")

PROTASCO BERHAD

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
PROTASCO BERHAD ("PROTASCO" OR THE "COMPANY")

PROPOSED JOINT DEVELOPMENT BETWEEN DE CENTRUM RETAIL SDN BHD ("DCRSB"), A WHOLLY-OWNED SUBSIDIARY OF PROTASCO DEVELOPMENT SDN BHD, WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF PROTASCO, AND PENMALAND SDN BHD ("PENMALAND") TO JOINTLY DEVELOP THREE (3) CONTIGUOUS PARCELS OF FREEHOLD DEVELOPMENT LAND IN MUKIM OF TAMPIN TENGAH, DISTRICT OF TAMPIN, NEGERI SEMBILAN DARUL KHUSUS ("TAMPIN LAND") ("PROPOSED JOINT DEVELOPMENT")

On behalf of the Board of Directors of Protasco, RHB Investment Bank Berhad wishes to announce that DCRSB had on 1 March 2019 entered into a conditional joint development agreement with Penmaland to jointly develop the Tampin Land into a mixed residential development.

 

Further details of the Proposed Joint Development are set out in the attachment.

 

This Announcement is dated 1 March 2019.


 

Please refer attachment below.

Attachments

Protasco Berhad Announcement.pdf 
568.1 kB

 


Announcement Info

Company Name PROTASCO BERHAD
Stock Name PRTASCO
Date Announced 01 Mar 2019
Category General Announcement for PLC
Reference Number GA1-01032019-00114

 

  Daim4u likes this.
 
Daim4u Means more siphoning money buying more protasco shares using nominees. Really criminal disregard the law. Matter of time behind bar.
02/03/2019 9:03 PM


 

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