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BURSA ANNOUNCEMENTS

Shareholders Agreement with Shree Dhana Holdings Sdn Bhd (SDH)


Type
Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference IDIQL-26122017-00001
SubjectShareholders Agreement with Shree Dhana Holdings Sdn Bhd (SDH)
Description
ATTA GLOBAL GROUP BERHAD ("ATTA" or "the Company") SHAREHOLDERS AGREEMENT BETWEEN ATTA AND SHREE DHANA HOLDINGS SDN. BHD. ("PROPOSED SUBSCRIPTION")
Query Letter Contents

We refer to your Company’s announcement dated 22 December 2017, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1) Further clarification on whether the subscription price of RM7,200,000 is the total subscription price for the subscription of 7,200,000 ordinary shares in both Duro Metal Industrial (M) Sdn Bhd (“DMI”) and Metal Perforators (Malaysia) Sdn Bhd (“MPM”) respectively or otherwise;

2) Further justification to arrive at the subscription price taking into consideration that, as announced on 18 December 2017, the Company has subscribed for an additional ordinary shares in DMI at an issue price of RM0.925 each and subscribed for an additional ordinary shares in MPM at an issue price of RM0.971 each;

3) Confirmation as to whether the subscription of shares by SDH in DMI and MPM will result in material dilution as prescribed under Paragraph 8.21 of the Main Market Listing Requirements together with the justification thereof;

4) Background information of Mr Dhanabalan including his detailed expertise and experiences in the metal/steel related businesses;

5) The identity of the Creditor that will fund the payment of the subscription price on behalf of SDH and its relationship with SDH;

6) Details of the new projects, including the nature, estimated amount and timeframe, that Mr Dhanabalan will bring to the Group post subscription of shares in DMI and MPM by SDH;

7) To make available the Shareholders Agreement for inspection.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully,


HENG TECK HENG
Vice President, Issuers
Listing Division, Regulation

IJ

Cc : Market Surveillance Dept., Securities Commission (via fax)

1. Further clarification on whether the subscription price of RM7,200,000 is the total subscription price for the subscription of 7,200,000 ordinary shares in both Duro Metal Industrial (M) Sdn Bhd (“DMI”) and Metal Perforators (Malaysia) Sdn Bhd (“MPM”) respectively or otherwise;

Reply: The subscription price of RM7,200,000 (equivalent to RM0.50per subscription share) is the total subscription price for the subscription of 7,200,000 ordinary shares in both DMI and MPM respectively.

2.Further justification to arrive at the subscription price taking into consideration that, as announced on 18 December 2017, the Company has subscribed for an additional ordinary shares in DMI at an issue price of RM0.925 each and subscribed for an additional ordinary shares in MPM at an issue price of RM0.971 each;

Reply: The Company has to look for alternate ways to ensure DMI and MPM stay competitive in the market and also profitable to ATTA Group. As for Mr. Dhanabalan, with his vast experience in metal/steel related businesses was a suitable person. Please also refer to the businesses and projects brought in by Mr. Dhanabalan as per reply no. 6

DMI and MPM which are subsidiaries of ATTA Group have not performed up to expectation and the Management realizes that some important structural changes are required for a positive impact in coming years.

3. Confirmation as to whether the subscription of shares by SDH in DMI and MPM will result in material dilution as prescribed under Paragraph 8.21 of the Main Market Listing Requirements together with the justification thereof;

Reply: Subscription of shares by SDH in DMI and MPM does not result in material dilution  as prescribed under Paragraph 8.21 of the Main Market Listing Requirements as these two subsidiaries does not fall into the definition of principal subsidiary of ATTA Group as defined in Chapter 1 of the Main Market Listing Requirements. Please refer to table below.

Based on latest audited accounts as 31 March 2017

Company

Profit/ (loss) after tax

Percentage    (%)

Total Assets

Percentage (%)

DMI

636,682

3.53

29,664,323

16.73

MPM

(14,012)

-

19,009,847

10.72

ATTA

18,025,295


177,261,625



4.Background information of Mr Dhanabalan including his detailed expertise and experiences in the metal/steel related businesses;

Reply:  Mr. Dhanabalan, has vast experience in roofing and wall cladding and pre-engineering building of more than 10 years through his other company. He is also very knowledgeable in steel trading in international market. Mr. Dhanabalan through his steel market contacts and experience managed to bring businesses and projects as mentioned in reply no.6   


5.The identity of the Creditor that will fund the payment of the subscription price on behalf of SDH and its relationship with SDH;

Reply: The Creditor is funding part of the payment of the subscription price and it is a private arrangement between SDH and the Creditor.


6. Details of the new projects, including the nature, estimated amount and timeframe, that      Mr Dhanabalan will bring to the Group post subscription of shares in DMI and MPM by SDH;

Reply: 

1) DMI

Nature

Estimate amount (RM)

Estimate Timeframe

Roofing and wall clading

14,083,000

Completion by July 2018


2) MPM

Nature

Estimate amount (RM)

Estimate Timeframe

Cable tray

8,800,000

Completion by June 2018

Perforation

1,480,000

Completion by April 2018

In addition to the above projects, DMI and MPM are actively working on more projects, some of which we expect to secure in 2018.


7. To make available the Shareholders Agreement for inspection.

Reply: A photocopy of the Shareholders Agreement has been deposited to the Registered Office of the Company for public inspection purpose, whereas the original copy of the Shareholders Agreement is with the lawyer for the arrangement of the stamping purpose.


This announcement is dated 27 December 2017.

ANNOUNCEMENT INFO

Reference No GA1-27122017-00110
Company Name: ATTA GLOBAL GROUP BERHAD
Stock Name: ATTA
Date Announces: 27 Dec 2017
Category: General Announcement for PLC
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