ROCK CHEMICAL INDUSTRIES (MALAYSIA) BERHAD ("RCI" OR “THE COMPANY”) - PROPOSED DIVESTMENT OF 17,280,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 60% EQUITY INTEREST IN RCI CEMENT SDN BHD (FORMERLY KNOWN AS RCI ENGINEERING SDN BHD) TO AALBORG PORTLAND WHITE A/S, A WHOLLY OWNED SUBSIDIARY OF AALBORG PORTLAND HOLDING FOR A TOTAL CASH CONSIDERATION OF USD$9,200,000 ("PROPOSED DIVESTMENT")
ROCK CHEMICAL INDUSTRIES (MALAYSIA) BHD |
Contents :
We refer to the query letter from the KLSE dated 6 June 2000 with regards to the abovecaptioned matter. The following are the information requested:-
1. The audited net profits and net tangible assets of RCI Cement Sdn Bhd (“RCI-C”), RCI Resources Sdn Bhd (“RCI-R”) and RCI Marketing Sdn Bhd (“RCI-M”) as at 31 December 1999 are as follows:-
RCI-C RM | RCI-R RM | RCI-M RM | |
Net profit before tax | 285,301 | 210,581 | 319,570 |
Net profit after tax | 285,301 | 151,581 | 314,143 |
Net tangible assets | 7,134,057 | 2,635,072 | 314,497 |
2. On behalf of RCI, Aseambankers confirm that none of the directors, persons connected with directors or substantial shareholders have any interest, direct or indirect, in the Proposed Divestment.
3. The Conditional Sale and Purchase Agreement and Joint Venture Agreement can be inspected at the Company’s Registered Office situated at Lot 75244, Pinji Estate, 31500 Lahat, Perak Darul Ridzuan on Mondays to Fridays from 9:00a.m. to 12:00noon and 2:00p.m. to 5:00p.m.
4. No other liabilities are assumed by the acquiror arising from the Proposed Divestment and the proposed disposals of RCI-R and RCI-M to RCI-C.
5. The original cost of investment in RCI-C, RCI-R and RCI-M are shown below:-
Subsidiary Company | Date of Investment | No. of shares | Cost of Investment (RM) | Cumulative Total | |
No. of shares | Cost of Investment (RM) | ||||
RCI-M | 06.01.1993 | 2 | 2.00 | 2 | 2.00 |
16.03.2000 | 999,998 | 999,998.00 | 1,000,000 | 1,000,000.00 | |
RCI-C | 29.08.1993 | 99 | 99.00 | 99 | 99.00 |
27.09.1993 | 1 | 1.00 | 100 | 100.00 | |
10.12.1999 | 6,989,000 | 6,989,000.00 | 6,989,100 | 6,989,100.00 | |
24.04.2000 | 21,810,910 | 21,810,910.00 | 28,800,000 | 28,800,000.00 | |
RCI-R | 09.09.1994 | 2 | 2.00 | 2 | 2.00 |
01.08.1995 | 1,729,970 | 1,729,970.00 | 1,729,972 | 1,729,972.00 | |
10.12.1999 | 814,000 | 814,000.00 | 2,543,972 | 2,543,972.00 |
6. The names of the directors and shareholders of Aalborg Portland White A/S and their respective shareholdings are as follows:-
- Shareholding:
Shareholder | Capital | % Holding |
Aalborg Portland Holding A/S | DKK500,000 | 100% owned |
(1) Peter Assam
Nivavange 72
2990 Niva
(2) Birger Riisager
- Mosegard Park 82
3500 Vaerlose
- Kronosvej 13
9210 Aalborg S0
None of the Directors have any equity interest in Aalborg Portland White A/S.
Query Letter Contents :
We refer to your announcement dated 31 May 2000 in respect of theabovecaptioned matter.
In this connection, kindly furnish the Exchange with the following information
for public release:
1. Net profits and net tangible assets of RCI-C, RCI Resources Sdn Bhd
("RCI-R")
and RCI Marketing Sdn Bhd ("RCI-M") based on the latest audited accounts.
2. Whether persons connected with directors and substantial shareholders have
any
interest, direct or indirect , in the Proposed Divestment , and nature
and extent of
their interest.
3. Time and place where the Conditional Sales and Purchase Agreement and
Joint Venture Agreement may be inspected.
4. Particulars of liabilities to be assumed by the acquiror arising from the
Proposed
Divestment and the proposed disposals of RCI-R and RIC-M to RCI-C.
5. Original cost of investment in RCI-C, RCI-R and RCI-M to the Company and
dates
of such investment.
6. Names of directors and shareholders of Aalborg Portland White A/S and their
respective shareholdings therein.
Please furnish the Exchange with your reply within (2) market days from the
date hereof.
Yours faithfully
KUALA LUMPUR STOCK EXCHANGE
Tan Yew Eng
Senior Manager, Listing Operations
TYE/NMA
Announcement Info
Company Name | ROCK CHEMICAL INDUSTRIES (MALAYSIA) BHD |
Stock Name | RCI |
Date Announced | 8 Jun 2000 |
Category | General Announcement |
Reference No | CU-000608-34384 |