General Announcement

December 4, 2006
Reference No : MM-061204-44568
 
Company Name : DATAPREP HOLDINGS BHD
 
Stock Name : DATAPRP
 
Date Announced : 04/12/2006
 
Type : Announcement
 
Subject : DATAPREP HOLDINGS BHD ("DATAPREP" OR "COMPANY")
  • Proposed Par Value Reduction
  • Proposed Share Premium Reduction
  • Proposed Amendment to the Memorandum and Articles of Association
  • Proposed Rights Issue of Shares with Warrants
  • Proposed Issuance of ICULS (collectively referred to as the "Proposals")
 
Contents :

(For consistency, the abbreviations used throughout this announcement shall have the same meaning as previously defined)

Further to the announcements dated 8 May 2006 and 18 July 2006 in relation to the Proposals, Public Merchant Bank Berhad ("PMBB"), on behalf of Dataprep, is pleased to announce that the Securities Commission ("SC") had, vide its letter dated 30 November 2006, which was received on 1 December 2006, approved the Proposals (save for the Proposed Amendment to the Memorandum and Articles of Association which does not require the SC's approval) under Section 32(5) of the Securities Commission Act, 1993 subject to the conditions as set out below. The Proposed Issuance of ICULS has also been approved under the Foreign Investment Committee's Guideline on the Acquisition of Interest, Mergers and Take-Overs by Local and Foreign Interest ("SC Approval").

The SC Approval is subject to the following conditions:

  1. PMBB to submit confirmation that it has verified VXL Holdings Sdn Bhd's and Sabit Sdn Bhd's confirmation that they have the necessary financial resources to take up their own entitlements under the irrevocable undertakings for the rights issue securities before the abridged prospectus is issued;
  2. PMBB/Dataprep to inform SC upon completion of the Proposals;
  3. PMBB/Dataprep to fully comply with other requirements of the SC Guidelines in relation to the implementation of the Proposals;
  4. Dataprep to increase its Bumiputera equity by 5.92% based on the new enlarged issued and paid up share capital (representing 8,300,000 new shares) within two (2) years after the date of implementation of the Proposals;
  5. PMBB to notify the SC of the names of the appointed Arranger, Trustee and Facility Agent for the ICULS prior to the issue date of the ICULS and to observe the relevant Guidelines on the Offering of Private Debt Securities (PDS Guidelines) including the Guidelines on the Minimum Contents Requirement for Trust Deeds;
  6. PMBB to provide confirmation to potential investors over the existence of the RM4,480,186 amount owing by Dataprep to VXL Management Sdn Bhd;
  7. PMBB and Dataprep to obtain the SC's approval should there be any changes to the terms and conditions of the ICULS;
  8. PMBB to submit the following information or document to the SC prior to the issue date of the ICULS;
    1. Issue date for the ICULS;
    2. A certified true copy of the executed trust deed for the ICULS; and
    3. Soft copy (in "PDF" format) of the following documents to be e-mailed to DS@seccom.com.my:
      • The trust deed for the ICULS; and
      • The principal terms and conditions for the ICULS in the following format:
        • Font : Arial;
        • Font Size : 11;
        • Margins (Top, Down Right, Left) : 1.25"; and
        • Spacing : Single;
  9. PMBB to fully disclose to all prospective investors and relevant parties any conflict and potential conflict-of-interest arising from the issuance of the ICULS together with the relevant mitigating measures. PMBB is to also inform all prospective investors that the Board of Directors of Dataprep is fully informed of and aware of the conflict and potential conflict-of-interest situations (if any) and is agreeable to proceed with the present arrangement;
  10. Dataprep shall obtain all necessary approvals from all relevant parties in relation to the proposed ICULS and PMBB is to submit a written confirmation on the same to the SC prior to the issue date of the ICULS;
  11. PMBB and Dataprep to disclose in writing to potential investors that each ICULS issue will carry different risks and all potential investors are strongly encouraged to evaluate each ICULS issue on its own merit;
  12. PMBB to remind all relevant parties including Dataprep and the Trustee to the ICULS of the need to observe and fully comply with all statutory requirements, in particular, those set out in Division 4 of Part IV of the Securities Commission Act 1993; and
  13. Solsis (M) Sdn Bhd ("Solsis"), a subsidiary company of Dataprep to notify the Ministry of Finance ("MOF") of its Bumiputera equity interest pursuant to the condition imposed by MOF for Solsis to qualify as a Bumiputera contractor. A copy of the notification is to be extended to the SC.

Back to top
Feedback