By | Submitting Merchant Bank |
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| Company Name |
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| TURIYA BERHAD |
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| TURIYA |
| Date Announced |
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| 11/01/2013 |
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| Announcement | ||||||||||||||||||||||||
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| Description |
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Announcement Details/Table Section : 1. Introduction Our announcement on 3 April 2012 relating toProposed Capitalisation of additional 9 million shares in Academic Medical Centre Sdn Bhdrefers. Turiya Berhad ("Turiya" or "the Company") wishes to announce that the Company had on 11January 2013 further subscribed for an additional 8 million ordinary shares of RM0.50 each in Academic Medical Centre Sdn Bhd ("AMC"), for a total consideration of RM4 million by partly converting the billings for services due from AMC. The Proposed Capitalisationtogether with the existing shareholder, has resulted Turiya's stake-holding in AMC further diluted from 12.14% to 8.33% with Turiya's consent. 2. Information on AMC AMC was incorporated in Malaysia on 10 December 2009 with an initial authorized share capital of RM10 million divided into 10 million ordinary shares of RM1.00 each. The issued and paid-up share capital is RM1 million divided into 1 million ordinary shares of RM1.00 each and is 80%-owned by Chase Perdana Sdn Bhd ("CPSB") and 20%-owned by Turiya. On 20 August 2010, AMC has increased its authorized share capital from RM10 million to RM2 billion and subdivided the 2 billion ordinary shares of RM1.00 each to 4 billion ordinary shares of RM0.50 each. In consequent thereof, the issued and paid-up share capital of RM1 million divided into 1 million ordinary shares of RM1.00 each was divided into 2 million ordinary shares of RM0.50 each. On 29 December 2010, the issued and paid-up share capital of AMC was increased from RM1 million to RM20 million divided into 40 million ordinary shares of RM0.50 each and is 80%-owned by CPSB and 20%-owned by Turiya. Subsequently on 3 April 2012, the issued and paid-up share capital of AMC was increased from RM20 million to RM70 million divided into 140 million ordinary shares of RM0.50 each and is 87.86%-owned by CPSB and 12.14%-owned by Turiya. The principal activities of AMC are establishment and management of hospital, medical college, medical research centre and allied health sciences. AMC had on 2 November 2010 executed three (3) separate collaboration agreements to undertake the government Public Private Partnership (3PU) initiative to establish academic medical centre in Kuala Lumpur. In addition, a letter of invitation was presented to AMC by the Minister of Higher Education of Malaysia to set up and develop the PerdanaUniversity. Pursuant to the management accounts of AMC as at 30 November 2012, it is having shareholders' capital deficiency of RM65.54 million and accordingly the Board of AMC has invited the existing shareholders to convert part of their advances into paid-up share capital. 3. Details of the Proposed Capitalisation The subscription price for the Proposed Capitalisation is at par value of ordinary shares of RM0.50 each. Turiya will fund this exercise through capitalization of part of the billing for services from Turiya to AMC. There are no liabilities to be assumed by Turiya arising from the Proposed Subscription. The Proposed Capitalisation will have an impact on the shareholdings of Turiya in AMC as follows:-
As a result of the Proposed Capitalisation, Turiya's shareholding in AMC has been further diluted to 8.33%. 4. Rationale for Proposed Capitalisation The rationale of the Proposed Capitalisation is to enable Turiya to continue maintaining a significant interest in healthcare related activities. The proposed amount of 8 million of AMC shares to be subscribed by Turiya was decided after taking into consideration several factors including the risks and benefits as well as AMC long gestation period for profits and dividend. 5. Financial Effects of the Proposed Capitalisation The Proposed Capitalisation will not have any effect on the share capital and substantial shareholders' shareholdings of Turiya. The Proposed Capitalisation is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Turiya. 6. Approvals Required The percentage ratio of the Proposed Capitalisation is less than 5% and this announcement is made pursuant to Paragraph 10.08 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements. The Proposed Capitalisation does not require approval from the shareholders of Turiya or any relevant authorities. 7. Prospect and Risk The investment of Turiya in AMC would be subject to certain risks inherent in the medical academic industry in which AMC will be involved in. These risks include, amongst others, are as follows: i. general and operational business risks within the medical academic industry; ii. dependency on partnerships and collaboration with foreign university partners for graduate and undergraduate medical programme; iii. changes in the government policies and the regulatory framework governing or affecting the medical academic industry such as licenses, registration and certification requirements which may affect AMC's operations; and iv. reliance on the number of students supplied by Private Services Department and MARA for the sustainability of the graduate and undergraduate programme. AMC Management have taken note of the inherent risks above and measures have been taken to mitigate such risks including embedment of risk management practices across the relevant departments to ascertain compliance with all regulations, agreements and to address potential operational risks via an internally established standard of procedures, consistent reviewing and monitoring programmes. Further, an extensive global marketing programme will be commenced with the objective of enrolling non-sponsored students through international affiliations to ensure less dependency on the Government sponsorship of local students. 8. Directors' and Major Shareholders' Interests Save for the following, none of the Directors and/or Major Shareholders of the Company or persons connected to them has any interest, direct or indirect, in the Proposed Capitalisation: (a) Empire Holdings Ltd ("Empire") is a major shareholder of Turiya has an indirect interest in AMC by virtue of its subsidiary namely, CPSB's major shareholding in AMC; and (b) Tan Sri Datuk Dr. Mohan Swami, J.P., is: i. The director and major shareholder of Empire, a major shareholder of Turiya; ii. The Executive Chairman and major shareholder of Turiya by virtue of his major shareholding in Empire; and iii. The Executive Chairman and major shareholder of AMC, by virtue of his major shareholding in Empire, an indirect major shareholder of AMC. 9. Statement of the Audit Committee of Turiya The Audit Committee of Turiya is of the opinion that the Proposed Capitalisation is in the best interest of Turiya, is fair, reasonable based on normal commercial terms and not detrimental to the interest of the minority shareholders of Turiya. 10. Statement by Board of Directors The Board of Turiya (with the exception of Tan Sri Datuk Dr. Mohan Swami, J.P., who has abstained from all deliberations and voting), having considered all aspects of the Proposed Capitalisation, is of the opinion that the Proposed Capitalisation is in the best interest of Turiya.
This announcement is dated 11 January 2013. | ||||||||||||||||||||||||||
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