My stand is crystal clear. Though i am a very small fry, i will do my part to cast a AGAINST VOTE.

TAKE NOTES

- Proxy instrument TO BE SENT to Company Secretary, not Share Registrar

- Share Registrar and Secretary Office are HOUSED under 1 same roof at Suite 11.05, 11th floor

NOT THE SAME CASE AS SPB-SCR

Linda77, i mean pre-crossed or marked vote for chairman

My understanding,
"at least a majority in number of the disinterested shareholders of MAAG "
- more than 50% votes (present or by proxy) in number

A mere 3-phone calls will earn u a vote.
Call 1
- ask X investment Bank to buy in 1 small lot (on or before 21/5/19)
Call 2
- request Chairman named as proxy to cast crossed vote, soonest
Call 3
- sell the small lot before EGM date (29/5/19)

No signing is involved.

Total expected cost < RM 50.00

My understandings,

Where A present/ B absent in EGM,

A - member, under CDS A/C 1 voted "AGAINST"
A - member, under CDS A/C 2 voted "AGAINST"
A - nominee A/C holder of ABC Investment bank, voted "AGAINST"

- "AGAINST" vote in number: 1

A - member, voted "AGAINST"
B - member, named A as his proxy voted "AGAINST"

- "AGAINST " vote in number : 1

A - member, voted "AGAINST"
B - member, named chairman as his proxy voted "AGAINST"

- "AGAINST " vote in number : 2

Where B absent/C and D present in EGM,

B - member, named C and D as his proxies (1/2, 1/2 share), both voted "AGAINST"

- "AGAINST" vote in number : 1 or 2 ??? (what say u)

The only avenue available to the dissenting minority shareholders

### to vote down the special resolution in the forthcoming EGM ###

Irrespective of their collective shareholdings, if more than 50% of members in number (either present in person or by proxy via chairman) voted "AGAINST" the resolution.

A wonderful case of how 0.05% in value of united minority shareholders frustrated 99.95% in value of major shareholders

Extracted from Bursa Malaysia:
Outcome of Meeting

PADIBERAS NASIONAL BERHAD (“BERNAS”)

PROPOSED VOLUNTARY WITHDRAWAL OF BERNAS FROM THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) PURSUANT TO PARAGRAPH 16.06 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES (“PROPOSED DELISTING”)

We refer to the announcement dated 2 January 2014 on the notification of extraordinary general meeting (“EGM”) in relation to the Proposed Delisting.

On behalf of the Board of Directors of Bernas (“Board”), Maybank Investment Bank Berhad wishes to announce that the shareholders of Bernas have voted against the special resolution in relation to the Proposed Delisting as set out in the notice of EGM dated 3 January 2014, during the EGM of Bernas held today, 27 January 2014.

Details on the results of the polling of the EGM are as follows:

(i) There were 155 shareholders of Bernas who voted against the special resolution, representing 70.45% of the total number of shareholders of Bernas present in person or by proxy, and voted;

(ii) The total value of the shareholdings of the shareholders of Bernas who voted for the special resolution was RM394,322,922, representing 99.95% of the total value of the ordinary shares of RM1.00 each in Bernas (“Shares”) held by the shareholders of Bernas present in person or by proxy, and voted; and

(iii) The total value of the shareholdings of the shareholders of Bernas who cast against the special resolution was 0.05% of the Shares held by the shareholders of Bernas present in person or by proxy, and voted.

This announcement is dated 27 January 2014.

Where a member is unable to attend a general meeting, he is normally allowed to appoint max 2 proxies to represent him. If 1 have 500 shares, he can choose to transfer 100 shares (1 lot) each to 5 persons with different CDS a/c. It is not a difficult task to get 5 friendly parties (such as parents, spouse, brothers, sisters etc)

One of the conditions must be met in EGM

- The Special Resolution must be approved by at least a MAJORITY IN NUMBER of the Non-Interested Shareholders and 75% in value to the votes attached to the MAAG Shares held by the Non-Interested Shareholders that are cast either in person or by proxy at the EGM;

Say, 1 member can arrange to send in 5 "against" votes (by 5 different persons thru Chairman as their proxies) and it might cost as low as < RM 400 to do so .If, they are 100 of such dissenting members, I believe the special resolution will most probably be rejected.

See what happen in Bernas EGM in 2014 - 0.05% shareholdings held by minorities frustrated 99.95% shareholdings held by major shareholders

http://www.bursamalaysia.com/market/listed-companies/company-announcements/1221629

In scenario, where the final level of shareholdings falls between 75% and 90%:-

The offer document (1/3/19) says

" the Offeror, at this juncture, intends to request KJCFB to make the necessary application to withdraw its listing status from the Official List of Bursa Securities"

Referring to last nite announcement, the tone changes

" the Offeror may request KJCFB to make the necessary application to withdraw its listing status from the Official List of Bursa Securities pursuant to Paragraph 16.06 of the Listing Requirements."

THE SITUATION NOW - under the above scenario, the offeror is not obliged to request for withdrawal of the listing status

***For Sharing Purpose Only***

My understanding on the so-called non-cash trust account is essentially part of the 8% of the IPO proceeds which is not placed in a custodian account.

(a) By virtue of the Equity Guidelines Para 6.21B, 6.24 & 6.24A, the 8% of the IPO gross proceeds which are not placed in the Trust Account are protected and can only be utilised for "permitted purposes"

May I ask:

- Whether we can consider the 8% proceeds as good as trust monies ?
- If yes, is it that the trust monies can not be placed in a normal bank a/c or held in hand ?

(b) With reference to IPO Prospectus - Para 3.8 Utilisation of Proceeds - Page 22, Indications
of how IPO proceeds not placed in cash trust a/c will be utilised;

- The 8% of the IPO proceeds are raised from the IPO investors. Since QA can't be completed, any un-utilised proceeds should be included in the liquidation amount for distribution to the rightful members holding IPO shares.

(c) Before Rsena can complete a QA, the Management is restricted to lay claim on the 8% IPO proceeds. It is absurd that subsequent liquidation of Rsena would render them a right to participate in the distribution of the un-utilised monies of the 8% IPO proceeds.

The above bases are of my personal views
.
I believe that our liquidators would exercise their power to make liquidation distribution in a fair and equitable manner.

***For Sharing Purpose Only***
WHY I SAY THAT

" THE MANAGEMENT HAS BEEN DENIED THE RIGHT TO PARTICIPATE IN THE DISTRIBUTION OF MONIES NOT PLACED IN THE TRUST ACCOUNT"

With reference to the recent shareholders circular ( 24/12/18) - Page (i) & page 3, RSENA has
defined that:-

LIQUIDATION AMOUNT

= Cash Trust Assets + Non-cash Trust Assets Page (i)

= RM 404.463 M + RM 16.911 M Page 3

Equity Guidelines Para 6.42 CLEARLY PROHIBITS THE MANAGEMENT to participate in the
Liquidation Distribution (RETURN OF LIQUIDATION AMOUNT), in relation to their pre-IPO shares.

Reference made to IPO Prospectus - Page 108, the basis of computation for the liquidation distribution is consistent with the said Equity Guidelines Chapter 6, Part C.

So, the Company has ruled The Management out as a beneficiary of the monies not placed in the trust account !!

[Remark: Monies not placed in the trust account is essentially part of the 8% of the IPO proceeds
which is not placed in a custodian account.]

Another plausible way to beat TY
- no. of dissenting members (irrespective of their collective shareholdings) > 1/2 of total members present or by proxy at EGM

Unless due dates are changed, latest issuing dates

Offer document - 07/03/19 (21 days from the notice of take-over)
Independent advice circular - 17/03/19 (10 days from date of offer document)

- FOR SHARING PURPOSE ONLY-

My previous understanding in regards to the distribution of monies not placed in trust a/c is premised on the application of :

Company's Article 167 - the excess shall be distributed among members in proportion to the paid up capital, at the commencement of winding-up

Upon further reading of IPO Prospectus/Equity Guidelines, my latest understandings are

(1) Verbal claim by the Management over monies not placed in trust a/c in the recent EGM is merely of their personal views, without any legal effect. The shareholders circular remains silent on the issue that Management is entitled to share the non-trust monies.

(2) The Article 167 is not relevant because Rsena is liquidated pursuant to the failure to complete a QA within the permitted period. This Article is applicable only after a QA is completed by a SPAC and shall then become relevant to the subsequent winding up of the company.


My basis:- IPO Prospectus (Page 16, 2nd last paragraph) refers
Extracted
[ In respect of the whole of any surplus in the event of the winding up of our company
(SAVE FOR WINDING-UP IN THE EVENT THAT OUR COMPANY DOES NOT COMPLETE OUR QA WITHIN THE PERMITTED TIMEFRAME), such surplus shall be distributed among members in proportion to the issued and paid up capital at the commencement of the winding up, in accordance with the Articles of Association and the provisions of the Act. ]

(3) For Rsena case, the liquidation distribution of liquidated amount, where applicable, shall be carried out in compliance with the Equity Guidelines, Chapter 6, Part C..

(4) To date, I am unaware of any provision that confers the Management a right to participate in the distribution of monies not placed in trust a/c.

(5) Neither do I aware of any provision that clearly granted unconditional right to members (holding IPO shares) to participate wholly in the monies not placed in trust a/c.

(6) Our liquidators are empowered by virtue of Sec. 452 CA 2016 - to distribute the property of the company among members ACCORDING TO THEIR RIGHTS AND INTERESTS

My views on "who shall participate in the monies not placed in trust a/c" may follow soon.

Meanwhile, your understandings and their bases on (4) and (5) above are most welcomed.
.

FOR YOUR INFO ONLY
As briefed by my proxy who attended the egm to-day.

Disclosed by Rsena Chief financial officer:-
(1) cash trust assets - to be shared by 800 m shares
(2) non-cash trust assets - to be shared by 1000 m shares
(3) estimated additional interest income to be added onto cash trust assets (from 18/12/18 till mid february 2019) : 2.3 M
(4) as made known earlier, expected 1st distribution: 30 days from egm, ie before 16/2/2019 (hopefully)

&& My optimistic estimate:
1st distribution: 0.518 per share ??

csan, per extract from the page 3 of the shareholders circular

(iii) Liquidation Amount
As at 17 December 2018, the Cash Trust Assets and the Non-Cash Trust Assets stand at RM404,463,217 and RM16,911,813 respectively.

For the first tranche of the Liquidation Distribution, it is envisaged that the entire Cash Trust Assets together with an amount of not less than RM10,000,000 of the Non-Cash Trust Assets, subject to final determination by the Proposed Liquidators, will be distributed.

[[[ The Liquidation Amount shall be distributed to the holders of the Red Sena Shares on a pro-rated basis, provided always that Raintree shall not be entitled to the CASH TRUST ASSETS except in relation to the Red Sena Shares purchased by Raintree or the persons connected to Raintree (if any) after the Listing Date ]]]


Below are my understandings:-

&& Raintree is not precluded from receiving his entitlement from the NON-CASH TRUST ASSETS
(unless waived by Raintree ??)

&& Page 32 of the Directors Report (AR 2015) disclosed that shares (200 m) of RM 0.01 were issued to Raintree at an issue price of RM 0.05.Thus the total amount initially paid up by Raintree was RM 10 M

&& In Sona/cliq case,

(1) i believe that there is practically nothing left in the Non-cash trust Assets after accounting for the winding up/ liquidating expenses.

(2) Monies retained in Cash Trust Assets (transferred to liquidation account) are used to pay for all remaining (a) liquidation costs, instead of (b) direct expenses related to liquidation distribution. (a) is not the same as (b)

(3) The 1st n final distributions paid out from liquidation account are therefore solely meant for the relevant shares other than the promoter' shares.

My understandings might be wrong.

My understandings;-

[1] 200m shares were issued to the promoter (Raintree) at an issue price of 0.05 prior to IPO

[2] Per shareholders circular (24/12/18), as at 17/12/18, estimated surplus after paying all debts: 419.7 M , shared between (assuming all debts borne by Non-cash trust assets):-

(a) Cash Trust Assets: 404.46 M (Relevant shareholders: 800 m)
(b) Non-cash Trust Assets: 15.24 M (Relevant shareholders: 1,000 m)

[3] Raintree shall also be entitled to distribution paid out from (b).

[4] Distribution to the 800 m relevant shareholders, Min. 0.5155/share
From (a) 1st tranche = 0.5055 (404.46 M/800 m)
From (b) 1st tranche = 0.01 (Minimum 10 M/1,000 m)

[5] The above computations have not taken into a/c:
(a) Interest receivable after 17/12/18 till 1st/final distributions
(b) further expenses incurred during liquidation process
My estimate : interest income under (a) > liquidating expenses under (b)

Article 60C (7)(a) - Liquidation process shall COMMENCE AS SOON AS PRACTICABLE within 60 days after expiry of permitted period

CA 2016, Sec 441.(1) (b) (relevant for RSENA)_- Commencement refers to " at the time of the passing of the resolution for voluntary winding up"

SO COMMENCEMENT DATE IS DATE OF EGM

On 6 July 2018, Management said No QA
From early July, Aug, Sept. Oct till mid Nov. 2018, at any time , can/don't want/wait ??
- hold meeting/seek liquidator
- make declaration
- issue EGM Notice
- fix EGM date, from day - 1, starting 11/12/18 ?

CA 2106 Sec 213 (1), says

Duties and responsibilities of directors
213. (1) A director of a company shall at all times exercise his powers in accordance with this Act, for a proper purpose and in good faith in the best interest of the company.

JUST LOOK AT RSENA BALANCE SHEET - HOW DIFFICULT IS IT TO FIND A LIQUIDATOR?

EGM NOW IN JANUARY, ISN'T IT WITHIN 60 DAYS - YES

BUT IS IT CONSIDERED "COMMENCE AS SOON AS PRACTICABLE WITHIN 60 DAYS " ??
what say u?

EXPECTED DATE OF EGM ??

Extracts from the audited a/c released this morning

Last Page/ last paragraph - Page 48

21. SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD

(c) On 18 December 2018, the Board of Directors made a declaration of solvency pursuant to the liquidation process. This paves the way for the Company to be liquidated pursuant to Paragraph 6.41 of the Equity Guidelines and article 60C (7)(a) of Articles of Association


NOW LET SEE

Companies Act 2016 - Sec. 443 (4) (Declaration of Solvency) says:-

(4) The declaration made by the directors shall have no effect for the purposes of this Act unless it is—
(a) made at the meeting of directors referred to in subsection (1);
(b) made within five weeks immediately preceding the passing of the resolution for voluntary winding up; and
(c) lodged with the Registrar before the date on which the notices of the meeting at which the resolution for the winding up of the company is to be proposed are sent out to members of the company.

SO MAY I SAY

SINCE THE DATE OF DIRECTORS ' DECLARATION IS 18.12.2018,

THE LATEST DATE OF EGM (PASSING OF RESOLUTION) SHALL BE: 22.01,2019
(WITHIN 5 WEEKS FROM THE DATE OF DECLARATION)


MAY THE INTERESTED SHAREHOLDERS ASK THE MANAGEMENT:

&&& WHY CAN'T EGM BE HELD AS SOON AS PRACTICABLE WITHIN 1ST WEEK AFTER THE EXPIRY DATE ON 10.12.2018 ???

My doubts:

(1) Whether the PROPOSED MGO and SSA are merely remedy exercises "COMPELLED" by SC, in order to rectify wrongful acts done by YJH and his PACs ??. If so, can one say that it is never the intention of the company to trigger the take-over code??

(2) Upon completion of the MGO, gearing ratio swells from 0.63 to 2.41 ( Group debts ballooned to 1.9 billion). Isn't it too high ??

(3) whether YJH and PACs are "FREE" to cast "No" votes in the coming EGM ??

If u r a shareholder, say Yes or No ??
.

I read somewhere in this i3 forum not long ago that LHDN is harnessing
him.

65M full exit loss in Jaks will render him a tax saving of 15M for the assessment year 2018. A smart move towards year end tax planning.

Maybe, he is parking lately his remaining stacks in the hands of his friendly parties ?? He is down but not out yet ??

hoplanner, my understanding is as below:

The voluntarily take-over becomes unconditional on 03-12-18, after receiving the Bursa approval. The current level of acceptance is 88.62%.


1. && If the level of acceptance reaches the 90% threshold, HOVID will be SUSPENDED [Para9.19(48)] after 5 market days and will eventually be delisted.. ..
&& If the acceptance falls below the 90% on 08-01-19, listing status of HOVID shall be withdrawn in accordance with the Bursa approval (dated 03-12-18) received by CIMB IB.
Sorry, i have no knowledge of the suspension/delisting details stipulated in the approval letter.


2. Payment to accepting shareholders shall be made within 10 days from the unconditional date, 03-12-18.

. && If your acceptance has been received by the Offerors prior to or on 03-12-18
Payment shall be made to you the latest on 13-12-18

&& If your acceptance, say, is received by the offerors on 05-12-18
Payment shall be made to you the latest on 15-12-18

&& the sooner u send in your acceptance, the faster u will receive your payment

3. The offer has become unconditional. The question on aborted offer is not one of the outcomes The main concern here is the % of shareholding finally held by the offerors. The end outcome is either u hold unlisted shares or your share will be compulsorily acquired by the Offer.

Tug of war between A Team and K team ??
The winner yet to be known !!

when will forced selling cease ??

@hoplanner, Once bursa and EGM approvals are obtained, HOVID will be delisted irrespective of any acceptance level of the offer.

By virtue of Listing Requirements Chapter 16.06 - Request for withdrawal of listing status,

- shareholders are to be offered a reasonable cash alternative (presumably RM 0.38 in this case) which is so called the “exit offer”

- dissenting shareholders will end up holding the unlisted HOVID shares, unless the compulsory acquisition under Sec 223 is invoked.

@kevin5059, scenario (2) will trigger compulsory acquisition under Sec 222 of CMSA

Do refer to the flow chart contained in the Circular to shareholders (29/10/2018)
- under Part B, Independent advice letter - Page 36

&& The said flow chart will render u a clear understanding of various possible outcomes pursuant to the proposed delisting exercise by HOVID.

Now i am wondering who is the 100M donor turned down by Dr. M

What a journey of no return here ! Will a miracle sets in b4 the expiry date?

Big boys are smart and cunning.
They make calculated move to cause price falling at an intended slow rate in order to avoid UMA

who is chew ben ben ?

Bursa Insider news: MR CHEW BEN BEN (a substantial shareholder) acquired 6,000 shares on 16-Oct-2018.

So, he is not a director but a substantial shareholder.

How true is company's clarification ??

@ Eric Fong, for your info.

Extracts from Circular to shareholders (8/5/2018)

*** The price of Bonia Shares will be adjusted by Bursa Securities pursuant to the Guidelines on Reference Price Calculation for Corporate Action and new listing issued. For illustrative purposes, assuming that the Proposed Dividend-in-Specie was completed on the LPD, our
Company's share price will be adjusted as follows:

(RM)
Share price of our Shares as at 13 April 2018(1) 0.440
Less: Proposed reference price of CRG Shares(2) 0.085
Reference price of Bonia Shares ex Proposed Dividend-in-Specie 0.355

*** Those Entitled Shareholders (save for those who hold less than 1 board lot of Bonia Shares as at the Entitlement Date) who are not Sophisticated Investors:

(a) shall not buy or purchase CRG Shares via Bursa Securities, unless subsequently he becomes a Sophisticated Investor;

(b) will only be able to sell CRG Shares that they have received pursuant to the Proposed Dividend in-Specie,after the Proposed Listing via Bursa Securities; and

(c) will only be able to deal with CRG Shares to be offered or issued by CRG (e.g. via a rights issue exercise by CRG) after the Proposed Listing via Bursa Securities

*** As regards share price of CRG, may we say - its opening price on listing day at the Leap market.

which are the nations in the world impose capital gain tax on share trading?

Extract from to-nite announcement:

Use of proceeds

The Company will disclose the application of the utilisation of Proceeds and its breakdown, including the timeframe for full utilisation of Proceeds in the Company’s quarterly reports submitted to Bursa Securities pursuant to Paragraph 9.22 of the MMLR.

Next 3q report: end of November

expiry date: 18.12.18
2019 budget: 2.11.18
Risk to note: any change in sin tax on gaming stocks.?

siapa lagi

A bitter lesson learned. Unless u think u r exceptional, better stay away from all the uncle's stocks. His gain = your loss ??

@ Tarrance Schu, is it Only eggs laid by Lay Hong bhd's Hen are allowed into AGM

A possibility ??: Insider trading to pave the way for a potential take-over bid.

Quoted from his 24 August write-up

"We have sold a total of about 45 million shares quite rapidly, causing the price to plunge from Rm 1.54 to 97 sen within the last 3 months"

So, can I assume that he started to reduce his interest (thru undisclosed proxies ?) at RM 1.54 (closed on 21 May 2018) ??
Have u bot in his shares since then, before he made known of the margin call on 22 July, 2018 ??

A precious lesson learnt. Unless u r exceptional, it would be safe to stay away from his counters

Offer document says return of acceptance shares shall be made immediately. So 3 trading days suffice?

First closing date (FCD): 14.8.18 (Tuesday)
Deadline for revision in FCD (2 day earlier): 11.8.18 (Friday)

So, as at to-day, it is clear that there is no extension of the offer.
WILL the offer become unconditional (>50%) by 5 p.m. tomorrow ??

yongyos tq for your info. No wonder why he reduces his stake

I believe K and his wife are not alone. Maybe, he n his wife sell to their undisclosed proxies to suit their agendas. Threat to Any team is far from over?

Disposals of warrants by insiders (directors) intensify !!
Beware, it is a bad sign

At 1.18, he was slapped with margin call. Now at 1.05, further diminution in his share value
150 M shares X 0.13 = RM 19.5 M.
Will he sell again?

My view:
tug of war between K team n A group begins to intensify
Only those with deeper pocket will win the race.
Watch out how K team will response

If price continues to go south, will he get a margin call 1 day?
Beware of 162 M shares in hand, don't play play!

Really, it is too good to learn that major shareholders are so generous to offer 0.525 for right share issued at 0.35 even before it is listed..

One needs to watch out in the offer document whether 1st closing date will also be the final closing date.!!

Gamble : Gain 3 sen Loss 10 sen