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The Board of Directors of MGB ("Board") wishes to announce that the Board has today received a letter ("Letter") from SFHSB informing the Board that SFHSB and SMRT have entered into a conditional share sale agreement ("SSA") for the disposal by SMRT of its 100% equity interest in SMRE to SFHSB for a disposal consideration of RM49,455,014.84 to be satisfied entirely via cash ("Proposed Disposal"), subject to the terms and conditions of the SSA.
According to the Letter:-
1. SMRE is currently a 100.0% owned subsidiary company of SMRT. SMRE is principally involved in investment holding where it currently holds 42.08% of MGB, a public listed company currently listed on the Main Market of Bursa Malaysia Securities Berhad.
2. Upon the SSA becoming unconditional, there will be a change in the control in SMRE whereby SFHSB's stake in SMRE will increase from nil to 100% while SMRT will cease to be a shareholder of SMRE. By virtue of such event, SFHSB will be deemed to have obtain control of MGB (listed downstream) through SMRE.
3. Pursuant thereto, SFHSB (hereinafter known as the "Offeror") will be obliged to extend a mandatory take-over offer ("MGO") to acquire all the remaining ordinary shares in MGB ("MGB Share(s)") not already held by the Offeror and Tan Sri Dato' Dr Palaniappan A/L Ramanathan Chettiar ("Ultimate Offeror") in accordance with subsection 218(2) of the Capital Markets and Services Act 2007 and subparagraph 4.01(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions ("Rules").
4. The Offeror intends to procure an irrevocable undertaking from SMRE to accept the MGO and all MGB Shares pursuant to valid acceptance under the MGO will accrue to the Offeror.
5. Pursuant to Note 7 to paragraph 6.03 of the Rules, if a take-over offer is to be made for voting shares or voting rights of a listed downstream company, the offer price will be based on the higher of the:-
(a) volume weighted average traded price of the downstream company for the last 20 market days prior to the announcement of the take-over offer made under subparagraph 9.10(1). The Securities Commission Malaysia ("SC") reserves the right to disregard any unusually high or low traded prices within the relevant period;
For shareholders' information, the Offeror had on 17 January 2023 obtained the approval from the SC for the exemption to SFHSB for Note 7(a) to paragraph 6.03 of the Rules (i.e. the above requirement) in relation to the basis of determining the offer price for the MGO to be modified ("Exemption").
The modified ruling which will take effect pursuant to the Exemption shall be as follows: "volume weighted average traded price of the downstream company for the last 20 market days prior to the Possible Offer Announcement made under paragraph 9.07 of the Rules.
Accordingly, the 20-day volume weighted average traded price of MGB Shares up to 3 February 2023, being the last trading day prior to this Possible Offer Announcement ("LTD"), is RM0.0712 per MGB Share.
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....
vincent
53 posts
Posted by vincent > 2022-08-09 11:19 | Report Abuse
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