DAYANG ENTERPRISE HOLDINGS BHD
(712243-U)
|
Annual Report
2015
142
38. Litigation (cont’d)
The Federal Court, had on 1 March 2016 allowed the leave applications by the Applicants and the
Applicants will proceedwith the filing of the appeal papers for CaseManagement. TheCaseManagement
date has yet to be fixed by the Federal Court.
39. Significant event
During the year, the Company has acquired additional 33,523,700 ordinary shares of RM0.50 in Perdana
Petroleum Berhad (“PPB”) from open market. This action has subsequently triggered a mandatory general
offer as threshold of 33% has been reached. Pursuant to Section 218(2) of the Capital Markets and Services
Act, 2007 (“CMSA”) and Section 9(1)(a), Part III of the Malaysian Code on Take-Overs and Mergers, 2010
(“Code”).
The Company has undertaken the mandatory general offer (MGO) for all the remaining PPB shares not
already owned after the proposed acquisition for a cash consideration of RM1.55 per PPB share and all
the remaining PPB warrants not already owned for a cash consideration of RM0.84 per PPB warrant. The
offer has closed on 13 August 2015.
In view of the level of acceptance as at the closing date, a notice was issued in accordance with
subsection 223(2) of the CMSA to holders of PPB shares who have not accepted the offer informing them
that they may exercise their rights to require the Company to acquire the PPB shares held by them on the
same terms as the MGO. This offer closed on 21 November 2015.
On 24 July 2015, the Company’s voting shares had reached 51.2% in PPB after receiving valid acceptances
for 126,631,820 Offer Shares, consequently ceased to be an associate to the Company and became a
subsidiary of the Company.
As at 31 December 2015, the Company holds in total 763,015,248 ordinary shares of RM0.50 each in PPB,
representing 98.01% of the issued and paid up share capital of PPB.
40. Subsequent events
(a) PPB, the subsidiary of the Group, which was acquired during the year, had entered into two separate
memorandum of agreement (“MOA”) with a third party (“Seller”) in June 2014 to purchase two
units of work barges amounting to USD42 million each. Pursuant to the terms of the MOA, the said
subsidiary of the Group had paid 20% of the purchase price of each work barge amounting to
USD16.8 million as upfront deposits.
On 28 March 2016, the subsidiary formally informed the Seller that it has terminated one of the MOA
for one the work barge that was due for delivery on 28 February 2016. Pursuant to the terms of the
MOA, the Seller has a right of forfeiture of the upfront deposit paid, and accordingly, the Group has
written off the deposit of USD8.4 million, equivalent to RM36.1 million (see Note 3) in the financial
statements.
The Group received a notification dated 5 April 2016 from the Seller viewing the termination of the
contract by the Group as wrongful and to forfeit the deposit paid, in addition to reserving all its rights
under the MOA.
As at the date these financial statements were authorised for issue, the Group has not become
aware of any formal legal proceedings by the Seller.
Notes to the
Financial Statements
(cont’d)
