G Neptune to be taken over by Singapore’s LHO Holdings
KUALA LUMPUR (Jan 16): Dormant IT solutions provider G Neptune Bhd has proposed an internal reorganisation that will allow Singapore-owned LHO Holdings Bhd to gain control of the ACE Market company and a backdoor listing for LHO.
As LHO’s parent company, Singapore-based Octopus Holdings Pte Ltd, will hold an 86.09% stake in LHO post reorganisation, Octopus will make a mandatory general offer (MGO) to acquire the remaining LHO shares, allowing shareholders of G Neptune an opportunity to exit the company.
In a bourse filing, the Guidance Note No 3 (GN3) company which has ceased operations since FY2018, said it has proposed the exchange of its entire issued shares for 28.88 million new ordinary shares in a new investment holding company namely LHO, on the basis of 1 LHO share for every 10 existing G Neptune shares held by its shareholders.
Upon completion of the proposed share exchange, LHO which is principally involved in the provision of market expansion services for third party brands of beverage products in Malaysia and Singapore, will be the new holding company of G Neptune and will assume its listing status.
Following this, G Neptune has also proposed to issue up to 2.89 million free LHO irredeemable convertible preference shares (ICPS) on the basis of one free LHO ICPS for every 10 LHO shares held by the entitled shareholders.
Upon completion of the proposed exercise, Octopus Holdings will undertake a mandatory general offer (MGO) to acquire the remaining LHO shares, providing the existing shareholders of G Neptune an option to exit in the event that they are not interested in the new core business of LHO.
Under its market expansion services, LHO Asia Group’s business activities relate to brand expansion, marketing and sales, sourcing, procurement, importation and supply, warehousing, distribution and logistics of beverage products.
Subsequent to the proposed internal reorganisation and proposed MGO, LHO will propose a private placement to meet the public shareholding spread requirement.
The total gross proceeds to be raised from the proposed private placement is RM21 million. LHO intends to utilise up to RM14.5 million for the LHO Asia Group to pay its suppliers for the purchase of inventories and RM3 million for the expansion of its in-house brand and new brands.
The proposed regularisation plan is expected to be completed by the third quarter of 2020.
RP submitted on 30th January 2020.....approval or rejection by KLSE anytime before Merdeka will determine GNB future..10 GNB for 1 share of LHO....doing food & beverage marketing...
“Basis for Disclaimer of Opinion We were unable to obtain sufficient appropriate audit evidence on the following: 1. As disclosed in Note 14 to the financial statements, the outstanding loan payables and accrued interest of the Group amounted to RM1,141,521 and RM980,380 respectively. In addition, the Company had provided an amount of RM469,830 for crystallisation of corporate guarantee granted to its subsidiary. We were unable to obtain sufficient appropriate audit evidence to confirm the accuracy of the carrying amount stated or whether any further liabilities are required to be provided in the financial statements in relation to these loan payables as we were unable to obtain external confirmations from the lenders. 2. Other than the balances as described above, we were unable to obtain sufficient appropriate audit evidence to confirm the accuracy of the Group’s payables or whether any further liabilities are required to be provided in the financial statements. 3. The Group and the Company incurred net losses of RM2,095,433 and RM1,966,078 respectively for the financial year ended 30 June 2020 and, as of that date, the Group and the Company had deficit in shareholders’ equity of RM6,351,134 and RM3,816,669 respectively and the Group’s and the Company’s current liabilities exceeded their current assets by RM6,351,134 and RM3,816,670 respectively. The Group and the Company have also ceased their operations and recorded no revenue during the financial year. Since 30 November 2017 and during the financial year, the Company has been classified as an Affected Listed Issuer pursuant to Guidance Note 3 (“GN3”) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”). Pursuant to Rule 8.04(3)(a)(i) of the Listing Requirements, the Company is required to regularise its condition by undertaking a regularisation plan to address the GN3 status. Non-compliance with the said Listing Requirements would result the Company being suspended or delisted from the ACE Market of Bursa Securities. The Company is required to submit its regularisation plan to the relevant authorities within a period of twelve months from the date of the first announcement on 30 November 2017. On 30 January 2020, the Company announced that the application in relation to the proposed regularisation plan has been submitted to Bursa Securities. On 1 October 2020, the Company announced that the application is currently pending the decision of Bursa Securities. As disclosed in Note 14 to the financial statements, since July 2014 and during the financial year, a wholly-owned subsidiary of the Company, Geranium Limited (“GL”) had defaulted its entire repayments of principal sums and interest in loans amounted to RM1,141,521 and RM980,380 respectively in respect of loans granted by lenders to GL. In addition, the Company is also exposed to material financial obligations in relation to the corporate guarantee provided amounting to RM469,830 in relation to the said defaults. If the Group and the Company are unable to raise the funds required to continue in operational existence for the foreseeable future, the Group and the Company may be unable to discharge their liabilities and financial obligations as mentioned above. As disclosed in Note 2(e) to the financial statements, the financial statements have been prepared on the assumption that the Group and the Company are going concern. The ability of the Group and of the Company to continue as going concern is dependent on the formalisation and successful implementation of the regularisation plan of the Company to restore its financial position and achieving sustainable and viable operations.
The application of the going concern basis of accounting is based on the assumption that the Group and the Company will be able to realise their assets and settle their liabilities in the normal course of business. Should the formalisation and implementation of the regularisation plan not materialise or not approved, the application of the going concern basis of accounting may be inappropriate and adjustments may be required to, inter alia, write down assets to their immediate realisable value, reclassify all long term assets as current and to provide for further costs which may arise. The correlated multiple factors as mentioned above have indicated the existence of material uncertainties which may cast significant doubt on the ability of the Group and of the Company to continue as going concern. Moreover, we were unable to obtain sufficient appropriate audit evidence to evaluate the appropriateness of management’s use of going concern basis of accounting. Therefore, we are not able to form an opinion as to whether the use of going concern assumption in the preparation of the accompanying financial statements of the Group and of the Company is appropriate.
AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN DISCLAIMER OF OPINION STATEMENT OF MATERIAL UNCERTAINTY RELATED TO GOING CONCERN OF THE GROUP AND THE COMPANY IN RESPECT OF G NEPTUNE BERHAD'S STATUTORY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020
Suspension and De-Listing of G Neptune Berhad Suspension and De-Listing of G Neptune BerhadILC-04122020-00004Bursa Malaysia Securities Berhad (?Bursa Securities?) has rejected GNB?s proposed regularisation plan. In the circumstances, please be informed that:- (a) the trading in the securities of the Company will be suspended with effect from 14 December 2020; and (b) the securities of the Company will be de-listed on 6 January 2021 unless an appeal against the rejection of the regularisation plan and de-listing is submitted to Bursa Securities on or before 3 January2021 (?the Appeal Timeframe?). Any appeal submitted after the Appeal Timeframewill not be considered by Bursa Securities. In the event the Company submits an appeal to Bursa Securities within the Appeal Timeframe, the removal of the securities of the Company from the Official List of Bursa Securities on 6January 2021 shall be deferred pending the decision on the Company?s appeal. With respect to the securities of the Company which are currently deposited with Bursa Malaysia Depository Sdn. Bhd. (?Bursa Depository?), the securities may remain deposited with Bursa Depository notwithstanding the de-listing of the securities from the Official List of Bursa Securities. It is not mandatory for the securities of a company which has been de-listed to be withdrawn from Bursa Depository. Alternatively, shareholders of the Company who intend to hold their securities in the form of physical certificates, can withdraw these securities from their Central Depository System (CDS) accounts maintained with Bursa Depository at any time after the securities of the Company have been de-listed from the Official List of Bursa Securities. This can be effected by the shareholders submitting an application form for withdrawal in accordance with the procedures prescribed by Bursa Depository. These shareholders can contact any Participating Organisation of Bursa Securities and/or Bursa Securities? General Line at 03-2034 7000 for further information on the withdrawal procedures. Upon the de-listing of the Company, the Company will continue to exist but as an unlisted entity. The Company is still able to continue its operations and business and proceed with its corporate restructuring and its shareholders can still be rewarded by the Company? s performance. However, the shareholders will be holding shares which are no longer quoted and traded on Bursa Securities. Senior Vice President
Interesting question to ask is whether the counter is allowed to be lifted from suspension to resume trading should the board has submitted an appeal before the dateline Jan 3rd.
G NEPTUNE BERHAD -MONTHLY ANNOUNCEMENT ON THE STATUS OFDEFAULT IN PAYMENT PURSUANT TO RULE 9.19A OF BURSA MALAYSIA SECURITIES BERHAD'S ACE MARKET LISTING REQUIREMENTS ("LISTING REQUIREMENTS")
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
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Posted by trading2019 > 2019-11-12 22:42 | Report Abuse
And the Champion counter goes to....