To:bursa2u@bursamalaysia.com Sat, 1 Oct at 12:45 pm Dear Sir, QUERY ABOUT THE POSSIBILITY FOR EMERGENCE OF DIRECT OR INDIRECT INTEREST RELATED TO THE PROPOSED ACQUISITION OF WINGS BY NEXGRAM (0096)
As a current Nexgram’s 0096WB holder, I want to refer to BURSA my suspicion about the possibility for emergence of direct or indirect interest related to the proposed acquisition of the entire equity interest in Wings By Croske Resort Langkawi Sdn Bhd (“Wings”) for a total purchase consideration of RM90.0 million (“Purchase Price” or “Purchase Consideration”) to be satisfied via the issuance of 1,000,000 redeemable convertible preference shares (“RCPS”) at an issue price of RM90.00 per RCPS in MAGSB to the Vendors (“Proposed Acquisition”) which was announced at BURSA on 29 September 2022 @ https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3296398
2. Based on the 29 September 2022 announcement :
(a) The Purchase Consideration of Wings will be satisfied entirely via issuance of RCPS in MAGSB at an issue price of RM90.00 per RCPS in proportion to the percentage of Sale Shares to be sold by the respective Vendors which are Vendor A (Croske Hotels Sdn Bhd (CHSB)) and Vendor 2 (Flyboys Club Sdn Bhd (FCSB)).
(b) Wings is a private limited company incorporated in Malaysia on 25 February 2022 under the Companies Act 2016 (“Act”). Wings is a subsidiary of Croske Hotels Sdn Bhd (CHSB).
The directors of Wings are Dato’ Ramlan Merican Bin Naina Merican and Tey Por Yoong.
(c) Croske Hotels Sdn Bhd (CHSB) is a private limited company incorporated in Malaysia on 22 February 2022 under the Act. The principal activity of CHSB is investment holding. As at the LDP, CHSB has a share capital of RM1,000 comprising 1000 ordinary shares.
The director of CHSB is Tey Por Yoong and CHSB is a wholly-owned subsidiary of Croske Holdings Ltd.
(d) Flyboys Club Sdn Bhd (FCSB) is a private limited company incorporated in Malaysia on 22 February 2022 under the Act. The principal activity of FCSB is investment holding. As at the LDP, FCSB has a share capital of RM100.00 comprising 100 ordinary shares.
The directors and shareholders of FCSB are Dato’ Ramlan Merican Bin Naina Merican who holds 51 shares of FCSB or 51% shareholding percentage and Tey Por Yoong.
The shareholders of FCSB are Dato’ Ramlan Merican Bin Naina Merican who holds 51 shares of FCSB or 51% shareholding percentage and Tey Por Yoong who holds 49 shares of FCSB or 49% share holding percentage.
4. My case and issues on Nexgram’s proposed acquisition of Wings are: (a) As stated in the announcement at BURSA on 29 September 2022 related to the Proposed acquisition of Wings by Nexgram:
“8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders of the Company and/or persons connected with them have any interest, whether direct or indirect in the Proposed Acquisition.
(b) Based on my prior information at 3 (a) and 3 (b) above-mentioned, the three persons which are Mr. Tey Por Yee, Mr. Tey Por Chen and Mr. Tey Por Yoong are brothers or sibling.
(c) Based on the notes Mr. Tey Por Yoong is having direct interest in Wings as a director, CHSB as a director and FCSB as a shareholder an a director. Mr. Tey Por Yoong one of the a direct onwer or Wings which is a property involved in the proposed acquisition by Nexgram.
(d) Mr. Tey Por Chen and Mr. Tey Por Yee together are the top thirty shareholder of Nexgram. At the same time Mr. Tey Por Yoong, the brother of the two top three shareholder of Nexgram is the direct owner of the property involved in the prosed acquisiton by Nexgram.
(e) There will be a possibilty for the proposed acquisition of Wings by Nexgram could have an issue about the direct or indirect interest in the negotiation processes of the said proposal.
I would like Bursa Malaysia to look after this query and hope that it can excecuted as per standard operation procedure of Bursa Malaysia. Thank you.
...entirely via issuance of RCPS in MAGSB at an issue price of RM90.00 per RCPS
Not NexGram RCPS
The RCPS is by and in a subsidiary... if and when converted the vendors will be the shareholders of the subsidiary... there is a possibility NexGram will loose this subsidiary.. that is.. the vendors holding more than 50% share in the subsidiary after conversion
APPROVALS REQUIRED AND CONDITIONALITY The Proposed Acquisition is subject to the following approvals being obtained: (a) shareholders of the Company at an extraordinary general meeting (“EGM”) to be convened; and (b) any other relevant authorities and/or parties, if required. The Proposed Acquisition is not conditional upon any other corporate exercise/scheme being proposed to be undertaken by the Company.
Don't know if tis RCPS charge interest? ---------- Interest rate / dividend policy : This is on zero coupon with no declaration of interest or dividend throughout the tenure.
Conversion rights : (a) In the event the RCPS cannot be redeemed within the Extended Period by the Purchaser, the Vendors shall have the right to convert their entire RCPS to enlarged 80% ordinary shares in the Purchaser by giving one (1) month prior notice. (b) In the event of such conversion, the balance 20% of the Purchaser’s ordinary shares shall be held by the Purchaser’s existing shareholders.
The SC alleged that Tey, Lim, See and Tan, in their various capacities as directors and officers of the four public listed companies, siphoned out proceeds of the companies’ fundraising exercises, while Faizatul Ikmi abetted or furthered the siphoning.
From: < @yahoo.com> Sent: Saturday, 1 October, 2022 12:46 PM To: Bursa 2U <bursa2u@bursamalaysia.com> Subject: Query on the company : NEXGRAM (0096)
Dear Sir,
QUERY ABOUT THE POSSIBILITY FOR EMERGENCE OF DIRECT OR INDIRECT INTEREST RELATED TO THE PROPOSED ACQUISITION OF WINGS BY NEXGRAM (0096)
As a current Nexgram’s 0096WB holder, I want to refer to BURSA my suspicion about the possibility for emergence of direct or indirect interest related to the proposed acquisition of the entire equity interest in Wings By Croske Resort Langkawi Sdn Bhd (“Wings”) for a total purchase consideration of RM90.0 million (“Purchase Price” or “Purchase Consideration”) to be satisfied via the issuance of 1,000,000 redeemable convertible preference shares (“RCPS”) at an issue price of RM90.00 per RCPS in MAGSB to the Vendors (“Proposed Acquisition”) which was announced at BURSA on 29 September 2022 @ https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3296398
Hope this query also can has an effect to the proposed acquisition of the hotel in Langkawi..... Saya risau jika projek ni pun boleh menjadi projek sedut duit dari Nexgram oleh tangan-tangan ngaib yang terbabit... NEXGRAM OH NEXGRAM
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 zzzzzzz > 2022-09-29 20:35 | Report Abuse
Dah cakap lama yang ARITA insider untung saja ubtak percaya .lagi komen sampai mahu terbang hahaha.lagi medical centre Melaka .hahahaha