The Board of Directors of PHB wishes to announce that, the acquisition
an additional 1,000,000 new ordinary shares of RM1.00 each in CSS for a
consideration of RM800,000 in cash and RM200,000 which is satisfied by
way of capitalization of amount owing by CSS to PHB. Subscription which
involved the issuance of 1,000,000 new ordinary shares, has enlarged the
existing issued and paid up share capital of CSS of RM2,500,000
comprising 2,500,000 ordinary shares of RM1.00 each to RM3,500,000
comprising of 3,500,000 ordinary shares of RM1.00 each.
2. BACKGROUND INFORMATION
CSS was originally incorporated in Malaysia as Efficient Series Sdn bhd
on 22nd January 2003 and has changed its name to Amtek Marketing
Services SdnBbhd on 12th March 2003. Subsequently, it has changed its
name to Cornell Sales & Service Sdn Bhd on 25th January 2007. CSS
was being acquired by PHB on July 2006.
Following the subscription, the authorized capital of CSS was
RM5,000,000 subdivided into 5,000,000 ordinary shares of RM1.00 each
whilst the issued and paid-up capital of CSS was increased to
RM3,500,000 divided into 3,500,000 ordinary shares of RM1.00 each.
The principal activity of CSS is distribution of electrical and electronic appliances.
3. RATIONALE FOR THE SUBSCRIPTION
The subscription would enable CSS to increase its capital base to better
reflect the extent and nature of its principal activity. CSS is
expected to contribute positively to the financial performance of the
PHB Group in the long term.
4. FINANCIAL EFFECTS ON THE SUBSCRIPTION
The subscription does not have any effect on the issued and paid up
capital of PHB and substantial shareholders’ shareholdings. It also does
not have any significant effect on the net assets, earnings and gearing
of Pensonic for the current financial year.
The subscription is not subject to the approval of the Shareholders of the Company.
6. DIRECTORS’ AND/OR MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and/or Major Shareholders of PENSONIC and/or
persons connected to them has any interest, direct or indirect, in the
7. DIRECTORS’ STATEMENT
Having considered the rationale and all other aspects of the
subscription, the Board is of the opinion that it is in the best
interest of the Company to proceed with the ODM Manufacturing Agreement.
This announcement is dated 28th October 2010.