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301-320 of 690
overbrought region, please be careful.....
Sh1t, me too...when saw it up to 0.455, happy and thought lai liao lai liao...
Who know??? PUI PUI PUI !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Tomorrow sell my 100 lots !!!!!!!!!!!
Halt for 3 days, no good news, only alot of people sell down. Pui.
where did u get the news I cannot find it.
yzj brought ppl ?
good news or not ?
Now YZJ buy PPL for S$116m down from S$155m - so vendor, Baker Tech lost about $40m just like that. Very fishy, $40m just disappear in thin air or someone got rich?
Not as meaty as it originally thot to be. Although it still have some meat.
august ( Date: 02-Sep-2010 08:57) Posted:
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They sold PPL at a lower price and have to absorb all the legal fees if there are any law suit?
4 ELEPHANT MEANS WHAT.
FOR MANY 4 MEAN DEAD???
means what in layman's term????
BAKER TECHNOLOGY LIMITED
(Unique Entity Number 198100637D)
(Incorporated in the Republic of Singapore)
AMENDMENT AND NOVATION AGREEMENT BETWEEN YANGZIJIANG SHIPBUILDING
(HOLDINGS) LTD. (THE “PURCHASER”), BAKER TECHNOLOGY LIMITED (THE
“COMPANY”) AND QD ASIA PACIFIC LTD. (THE “NEW BUYER”) IN RELATION TO THE
SALE BY THE COMPANY OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF PPL
HOLDINGS PTE LTD (THE “PROPOSED DISPOSAL”)
1. Introduction
The Board of Directors of the Company had on 26 June 2010 held an extraordinary
general meeting to seek the approval of the shareholders of the Company (the
“Shareholders”) for the Proposed Disposal and the Shareholders had duly approved the
resolution for the Proposed Disposal with modifications at that extraordinary general
meeting.
Capitalised terms used in this announcement shall have the same meanings as defined
in the circular dated 11 June 2010 issued by the Company to Shareholders in relation to
the Proposed Disposal (the “Circular”), unless the context requires otherwise.
The Board wishes to announce that the Company, the Purchaser and the New Buyer
have on 1 September 2010 entered into an agreement (the “Amendment and Novation
Agreement”) to vary the terms of the Agreement and for the New Buyer to be substituted
in place of the Purchaser as the purchaser of the Sale Shares upon the terms of the
Agreement and as so varied. The New Buyer shall, inter alia, have all of the Purchaser’s
rights and be subject to all of the Purchaser’s obligations under the Agreement as varied
and amended by the Amendment and Novation Agreement (the “Amended Agreement”)
(whether accruing before or after the Amendment and Novation Agreement).
2. Key variations of the terms of the Agreement
2.1 Completion and no Long Stop Date
Completion of the Proposed Disposal is subject to the Company receiving approval from
Shareholders for the Proposed Disposal based on the terms of the Amended Agreement
at a further extraordinary general meeting.
2
Completion is to take place within seven (7) business days of Shareholders’ approval
being obtained at the extraordinary general meeting to be convened or such other date
as may be mutually agreed in writing by the Company and the New Buyer.
The Long Stop Date of 27 April 2011 shall cease to apply and there shall not be any Long
Stop Date.
2.2 Revised Consideration
The consideration for the Sale Shares shall be US$116,250,000 (the “Revised
Consideration”) instead of US$155,000,000.
2.3 Conduct and management of the Legal Suit
Following Completion and unless and to the extent that the Company agrees otherwise in
writing, the Company shall, acting on behalf of but in the name of PPLH and E-Interface,
have the sole conduct and management of the SCM Litigation, namely Suit No.
S351/2010/H (the “Legal Suit”). Any settlement of proceedings shall be subject to the
prior approval of the New Buyer, not to be unreasonably withheld. The Company may
conduct and manage the Legal Suit as it thinks fit in its absolute discretion and without
any responsibility whatsoever towards the New Buyer, PPLH or E-Interface.
The Company shall reimburse PPLH and E-Interface for all legal costs paid by either of
them in connection with the Legal Suit, including any legal costs of any of the other
parties to the Legal Suit which PPLH or E-Interface becomes liable to pay. The New
Buyer shall pay to the Company a sum equivalent to the amount of any legal costs which
PPLH or E-Interface may recover from any other party to the Legal Suit within seven (7)
business days of receipt by PPLH or E-Interface of the amount of such recovered legal
costs.
In the event of the New Buyer being joined as a party to the Legal Suit, the Company
shall indemnify the New Buyer in respect of any of its own legal costs incurred as a party
in that litigation if and to the extent that it fails to recover such costs from the other parties
therein and in respect of any legal costs which it becomes liable as a party to pay SCM in
that litigation.
2.4 Repayment of the Revised Consideration
In the event a final judgment or order of the Supreme Court of Singapore in the Legal Suit
determines, or it is agreed by a settlement agreement between SCM, PPLH and EInterface
(the “Final Judgment or Settlement”), that, before Completion,
(i) SCM had validly exercised a right of pre-emption over the 15% shareholding
interest of PPLH and E-Interface in PPL Shipyard; or
(ii) PPLH had validly exercised its put option under clause 2 of the supplemental
agreement dated 5 July 2003 entered into between PPLH and SCM (the
“Supplemental Joint Venture Agreement”) in respect of that 15% shareholding
interest in PPL Shipyard,
3
then:
(a) if the Final Judgment or Settlement is made before Completion, the Company
and the New Buyer shall cease to be under any obligation to complete the sale
and purchase of the Sale Shares; and
(b) if the Final Judgment or Settlement is made after Completion, within fourteen (14)
business days of the Final Judgment or Settlement and provided that the New
Buyer shall have, inter alia,:
(i) effected the transfer of the Sale Shares back to the Company; and
(ii) paid to the Company (1) the amount of all dividends received after 16
April 2010 (being the date of the Letter of Offer) by PPLH or E-Interface
from PPL Shipyard and (2) the amount of any sum received by PPLH
from SCM for the 15% shareholding interest of PPLH and E-Interface in
PPL Shipyard,
the Company shall then repay the Revised Consideration to the New Buyer.
2.5 Representations, warranties and undertakings
Clauses 5.2, 5.2.1, 5.2.2 and 5.3 and Schedule 1 of the “Terms and Conditions of Offer”
(provisions relating to representations and warranties under the “Terms and Conditions of
Offer” which have been reproduced in the Circular) shall be deemed null and void as from
16 April 2010 (being the date of the Letter of Offer).
2.6 Indemnity
Subject to the terms of the Amendment and Novation Agreement, the Company shall
indemnify PPLH or the New Buyer against any damages which PPLH or the New Buyer
may be held legally liable to pay to SCM for any loss and damage caused to SCM by the
Legal Suit.
2.7 Amendment to the Escrow Agreement
The Purchaser, the New Buyer and the Company (collectively, the “Parties”) shall
procure the Escrow Agent to prepare an amended Escrow Agreement with all
amendments reasonably required in order to carry into effect, or consequential upon, the
further variation and the novation of the Agreement as provided for in the Amendment
and Novation Agreement, and shall sign the same (and the Purchaser and the New
Buyer shall procure that the same shall also be signed by the other parties to the Escrow
Agreement) no later than 20 September 2010 (or such later date as may be agreed in
writing by the Parties).
If no such amended Escrow Agreement has been signed on or before 20 September
2010 (or such later date as may be agreed in writing by the Parties) by the Parties and
the other parties to the Escrow Agreement and also, if necessary the New Buyer, the
Amendment and Novation Agreement shall become null and void.
4
3. Information on the New Buyer
The New Buyer is a company incorporated in Labuan, Malaysia. It is a wholly-owned
subsidiary of Qatari Diar Real Estate Investment Company, one of the sovereign wealth
funds of the state of Qatar.
4. Rationale for the Company to enter into the Amendment and Novation Agreement
In view of the Legal Suit, the Directors are of the view that the Proposed Disposal (based
on the Amended Agreement) is in the best interests of the Company notwithstanding that
the consideration for the Sale Shares shall be US$116,250,000 instead of
US$155,000,000, based on the following considerations.
If the Legal Suit has been determined by a Final Judgment or Settlement such that it
does not cause the provisions as set out in Section 2.4 above to operate, the Proposed
Disposal based on the Revised Consideration amount of US$116,250,000 will enable the
Company to realise a significant gain of approximately S$151.4 million.
Pursuant to the Amendment and Novation Agreement, there is now certainty that
completion of the Proposed Disposal will take place after Shareholders’ approval for the
Proposed Disposal based on the Amended Agreement is obtained, notwithstanding the
Legal Suit.
In addition, the Company will be selling the Sale Shares without giving any
representations, warranties and undertakings to the purchaser of the Sale Shares under
Clause 5.2, 5.2.1, 5.2.2 and 5.3 and Schedule 1 of the “Terms and Conditions of the
Offer” under the Agreement (prior to the amendments effected by the Amendment and
Novation Agreement). These representations, warranties and undertakings which were
previously provided by the Company under the Agreement (prior to the amendments
effected by the Amendment and Novation Agreement) include the representation that the
Joint Venture Agreement and the Supplemental Joint Venture Agreement remain
subsisting, which are matters of contention in the Legal Suit.
The Sale Shares will only be returned by the New Buyer to the Company if the Final
Judgment and Settlement is adverse and made after Completion as elaborated in Section
2.4 above, and in such an event, the Company would not have suffered any losses, save
for incidental costs and expenses incurred under the Amended Agreement, including but
not limited to professional fees and legal costs of the New Buyer in the event the New
Buyer is made a party to the Legal Suit and/or damages, if any, suffered or incurred by
the New Buyer in the event that it is held liable under the Legal Suit.
5. Financial Effects of the Proposed Disposal based on the Revised Consideration
For illustration purposes only, the proforma financial effects of the Proposed Disposal on
the NTA and EPS of the Company based on, inter alia, (i) the Revised Consideration; (ii)
the audited consolidated financial statements of the Company for FY2009; (iii) an
exchange rate of US$1.00:S$1.3757 (being the exchange rate as at 16 April 2010, being
5
the date of the Letter of Offer, as extracted from Bloomberg); and (iv) without taking into
account the legal costs in respect of the Legal Suit, are as follows:
(a) NTA per share
Assuming the Proposed Disposal had been completed on 31 December 2009,
the Proposed Disposal would have the following impact on the NTA of the Group:
NTA of the Group
(S$ million)
NTA per share
(cents)
Before the Proposed Disposal 91.92 14.04
After the Proposed Disposal 243.30 37.16
The net sale proceeds from the Proposed Disposal after deducting all expenses
is estimated to be approximately S$154.7 million. The carrying net book value of
the Sale Shares in the accounts of the Group is approximately S$8.0 million as at
31 December 2009 (or S$3.3 million after taking into account the dividend of
S$4.69 million that was declared and paid by PPLH to the Company on 30 June
2010). Accordingly, the excess of the proceeds over the adjusted book value is
S$151.4 million.
(b) EPS
Assuming the Proposed Disposal had been completed on 1 January 2009, the
Proposed Disposal would have the following impact on the earnings of the Group:
Net profit
attributable to
Shareholders
(S$ million)
EPS
(cents)
Before the Proposed Disposal 38.57 6.03
After the Proposed Disposal 184.86 28.92
6. Circular
A circular will be despatched by the Company to the Shareholders in due course. In the
meantime, any Shareholders who are in any doubt as to the action that they should take
should consult their stockbroker, bank manager, accountant, solicitor or other
professional advisers immediately.
7. Documents for Inspection
Copies of the Agreement and the Amendment and Novation Agreement may be
inspected at 36 Robinson Road, 18th Floor, City House, Singapore 068877 during normal
business hours for a period of three (3) months from the date of this announcement.
6
The Company will keep shareholders apprised of any material developments, where appropriate.
(Unique Entity Number 198100637D)
(Incorporated in the Republic of Singapore)
AMENDMENT AND NOVATION AGREEMENT BETWEEN YANGZIJIANG SHIPBUILDING
(HOLDINGS) LTD. (THE “PURCHASER”), BAKER TECHNOLOGY LIMITED (THE
“COMPANY”) AND QD ASIA PACIFIC LTD. (THE “NEW BUYER”) IN RELATION TO THE
SALE BY THE COMPANY OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF PPL
HOLDINGS PTE LTD (THE “PROPOSED DISPOSAL”)
1. Introduction
The Board of Directors of the Company had on 26 June 2010 held an extraordinary
general meeting to seek the approval of the shareholders of the Company (the
“Shareholders”) for the Proposed Disposal and the Shareholders had duly approved the
resolution for the Proposed Disposal with modifications at that extraordinary general
meeting.
Capitalised terms used in this announcement shall have the same meanings as defined
in the circular dated 11 June 2010 issued by the Company to Shareholders in relation to
the Proposed Disposal (the “Circular”), unless the context requires otherwise.
The Board wishes to announce that the Company, the Purchaser and the New Buyer
have on 1 September 2010 entered into an agreement (the “Amendment and Novation
Agreement”) to vary the terms of the Agreement and for the New Buyer to be substituted
in place of the Purchaser as the purchaser of the Sale Shares upon the terms of the
Agreement and as so varied. The New Buyer shall, inter alia, have all of the Purchaser’s
rights and be subject to all of the Purchaser’s obligations under the Agreement as varied
and amended by the Amendment and Novation Agreement (the “Amended Agreement”)
(whether accruing before or after the Amendment and Novation Agreement).
2. Key variations of the terms of the Agreement
2.1 Completion and no Long Stop Date
Completion of the Proposed Disposal is subject to the Company receiving approval from
Shareholders for the Proposed Disposal based on the terms of the Amended Agreement
at a further extraordinary general meeting.
2
Completion is to take place within seven (7) business days of Shareholders’ approval
being obtained at the extraordinary general meeting to be convened or such other date
as may be mutually agreed in writing by the Company and the New Buyer.
The Long Stop Date of 27 April 2011 shall cease to apply and there shall not be any Long
Stop Date.
2.2 Revised Consideration
The consideration for the Sale Shares shall be US$116,250,000 (the “Revised
Consideration”) instead of US$155,000,000.
2.3 Conduct and management of the Legal Suit
Following Completion and unless and to the extent that the Company agrees otherwise in
writing, the Company shall, acting on behalf of but in the name of PPLH and E-Interface,
have the sole conduct and management of the SCM Litigation, namely Suit No.
S351/2010/H (the “Legal Suit”). Any settlement of proceedings shall be subject to the
prior approval of the New Buyer, not to be unreasonably withheld. The Company may
conduct and manage the Legal Suit as it thinks fit in its absolute discretion and without
any responsibility whatsoever towards the New Buyer, PPLH or E-Interface.
The Company shall reimburse PPLH and E-Interface for all legal costs paid by either of
them in connection with the Legal Suit, including any legal costs of any of the other
parties to the Legal Suit which PPLH or E-Interface becomes liable to pay. The New
Buyer shall pay to the Company a sum equivalent to the amount of any legal costs which
PPLH or E-Interface may recover from any other party to the Legal Suit within seven (7)
business days of receipt by PPLH or E-Interface of the amount of such recovered legal
costs.
In the event of the New Buyer being joined as a party to the Legal Suit, the Company
shall indemnify the New Buyer in respect of any of its own legal costs incurred as a party
in that litigation if and to the extent that it fails to recover such costs from the other parties
therein and in respect of any legal costs which it becomes liable as a party to pay SCM in
that litigation.
2.4 Repayment of the Revised Consideration
In the event a final judgment or order of the Supreme Court of Singapore in the Legal Suit
determines, or it is agreed by a settlement agreement between SCM, PPLH and EInterface
(the “Final Judgment or Settlement”), that, before Completion,
(i) SCM had validly exercised a right of pre-emption over the 15% shareholding
interest of PPLH and E-Interface in PPL Shipyard; or
(ii) PPLH had validly exercised its put option under clause 2 of the supplemental
agreement dated 5 July 2003 entered into between PPLH and SCM (the
“Supplemental Joint Venture Agreement”) in respect of that 15% shareholding
interest in PPL Shipyard,
3
then:
(a) if the Final Judgment or Settlement is made before Completion, the Company
and the New Buyer shall cease to be under any obligation to complete the sale
and purchase of the Sale Shares; and
(b) if the Final Judgment or Settlement is made after Completion, within fourteen (14)
business days of the Final Judgment or Settlement and provided that the New
Buyer shall have, inter alia,:
(i) effected the transfer of the Sale Shares back to the Company; and
(ii) paid to the Company (1) the amount of all dividends received after 16
April 2010 (being the date of the Letter of Offer) by PPLH or E-Interface
from PPL Shipyard and (2) the amount of any sum received by PPLH
from SCM for the 15% shareholding interest of PPLH and E-Interface in
PPL Shipyard,
the Company shall then repay the Revised Consideration to the New Buyer.
2.5 Representations, warranties and undertakings
Clauses 5.2, 5.2.1, 5.2.2 and 5.3 and Schedule 1 of the “Terms and Conditions of Offer”
(provisions relating to representations and warranties under the “Terms and Conditions of
Offer” which have been reproduced in the Circular) shall be deemed null and void as from
16 April 2010 (being the date of the Letter of Offer).
2.6 Indemnity
Subject to the terms of the Amendment and Novation Agreement, the Company shall
indemnify PPLH or the New Buyer against any damages which PPLH or the New Buyer
may be held legally liable to pay to SCM for any loss and damage caused to SCM by the
Legal Suit.
2.7 Amendment to the Escrow Agreement
The Purchaser, the New Buyer and the Company (collectively, the “Parties”) shall
procure the Escrow Agent to prepare an amended Escrow Agreement with all
amendments reasonably required in order to carry into effect, or consequential upon, the
further variation and the novation of the Agreement as provided for in the Amendment
and Novation Agreement, and shall sign the same (and the Purchaser and the New
Buyer shall procure that the same shall also be signed by the other parties to the Escrow
Agreement) no later than 20 September 2010 (or such later date as may be agreed in
writing by the Parties).
If no such amended Escrow Agreement has been signed on or before 20 September
2010 (or such later date as may be agreed in writing by the Parties) by the Parties and
the other parties to the Escrow Agreement and also, if necessary the New Buyer, the
Amendment and Novation Agreement shall become null and void.
4
3. Information on the New Buyer
The New Buyer is a company incorporated in Labuan, Malaysia. It is a wholly-owned
subsidiary of Qatari Diar Real Estate Investment Company, one of the sovereign wealth
funds of the state of Qatar.
4. Rationale for the Company to enter into the Amendment and Novation Agreement
In view of the Legal Suit, the Directors are of the view that the Proposed Disposal (based
on the Amended Agreement) is in the best interests of the Company notwithstanding that
the consideration for the Sale Shares shall be US$116,250,000 instead of
US$155,000,000, based on the following considerations.
If the Legal Suit has been determined by a Final Judgment or Settlement such that it
does not cause the provisions as set out in Section 2.4 above to operate, the Proposed
Disposal based on the Revised Consideration amount of US$116,250,000 will enable the
Company to realise a significant gain of approximately S$151.4 million.
Pursuant to the Amendment and Novation Agreement, there is now certainty that
completion of the Proposed Disposal will take place after Shareholders’ approval for the
Proposed Disposal based on the Amended Agreement is obtained, notwithstanding the
Legal Suit.
In addition, the Company will be selling the Sale Shares without giving any
representations, warranties and undertakings to the purchaser of the Sale Shares under
Clause 5.2, 5.2.1, 5.2.2 and 5.3 and Schedule 1 of the “Terms and Conditions of the
Offer” under the Agreement (prior to the amendments effected by the Amendment and
Novation Agreement). These representations, warranties and undertakings which were
previously provided by the Company under the Agreement (prior to the amendments
effected by the Amendment and Novation Agreement) include the representation that the
Joint Venture Agreement and the Supplemental Joint Venture Agreement remain
subsisting, which are matters of contention in the Legal Suit.
The Sale Shares will only be returned by the New Buyer to the Company if the Final
Judgment and Settlement is adverse and made after Completion as elaborated in Section
2.4 above, and in such an event, the Company would not have suffered any losses, save
for incidental costs and expenses incurred under the Amended Agreement, including but
not limited to professional fees and legal costs of the New Buyer in the event the New
Buyer is made a party to the Legal Suit and/or damages, if any, suffered or incurred by
the New Buyer in the event that it is held liable under the Legal Suit.
5. Financial Effects of the Proposed Disposal based on the Revised Consideration
For illustration purposes only, the proforma financial effects of the Proposed Disposal on
the NTA and EPS of the Company based on, inter alia, (i) the Revised Consideration; (ii)
the audited consolidated financial statements of the Company for FY2009; (iii) an
exchange rate of US$1.00:S$1.3757 (being the exchange rate as at 16 April 2010, being
5
the date of the Letter of Offer, as extracted from Bloomberg); and (iv) without taking into
account the legal costs in respect of the Legal Suit, are as follows:
(a) NTA per share
Assuming the Proposed Disposal had been completed on 31 December 2009,
the Proposed Disposal would have the following impact on the NTA of the Group:
NTA of the Group
(S$ million)
NTA per share
(cents)
Before the Proposed Disposal 91.92 14.04
After the Proposed Disposal 243.30 37.16
The net sale proceeds from the Proposed Disposal after deducting all expenses
is estimated to be approximately S$154.7 million. The carrying net book value of
the Sale Shares in the accounts of the Group is approximately S$8.0 million as at
31 December 2009 (or S$3.3 million after taking into account the dividend of
S$4.69 million that was declared and paid by PPLH to the Company on 30 June
2010). Accordingly, the excess of the proceeds over the adjusted book value is
S$151.4 million.
(b) EPS
Assuming the Proposed Disposal had been completed on 1 January 2009, the
Proposed Disposal would have the following impact on the earnings of the Group:
Net profit
attributable to
Shareholders
(S$ million)
EPS
(cents)
Before the Proposed Disposal 38.57 6.03
After the Proposed Disposal 184.86 28.92
6. Circular
A circular will be despatched by the Company to the Shareholders in due course. In the
meantime, any Shareholders who are in any doubt as to the action that they should take
should consult their stockbroker, bank manager, accountant, solicitor or other
professional advisers immediately.
7. Documents for Inspection
Copies of the Agreement and the Amendment and Novation Agreement may be
inspected at 36 Robinson Road, 18th Floor, City House, Singapore 068877 during normal
business hours for a period of three (3) months from the date of this announcement.
6
The Company will keep shareholders apprised of any material developments, where appropriate.
there is no point guessing. just wait for the news to be announce later
So Confident?
Maybe they lose the lawsuit ?
No $0.6 NO SELL !!!!!
Bakertech will be making an announcement after closing today
A
ction Coming !!!
Anyone know why is this fellow halted?
This was an old news. Any development since then?
pharoah88 ( Date: 06-Aug-2010 20:47) Posted:
|
Tuesday, April 20, 2010
BakerTech
Written by my colleague, Augustine Chai.. Remisier from Amfraser
There was a champion stock yesterday, Baker Tech, surging almost 20% after lifting from Halt. They are going to sell one of their investment company PPL to YangZiJiang.
Now, from the book value of PPL to Baker Tech, the investment cost them an initial sum of $3Million Sing, while the re-valuation of $5Million Sing (figures are approx). But they are selling the unit for US $155million. while is about $210Million Sing. This will greatly yield the profits of the company. From Per share point of view, Baker Tech Net Assest value will be $0.47 per share. with cash value ofalmost $0.4 per share. Which is incredible. Considering their turn value per annum is only S$75plus million.
Taking all this into considersation, the counter run through the roof and perform really well. Unless the business does not go through, it is definitely worth buying at 47 cents.
Note that Baker still has existing 327 Million warrant non-exercise, but these warrant carry an exercise price of 32 cents, which will significantly increase the company cash position.
After factoring the warrant, the company will have a cash position of 40 cents per share if the deal go through.
Note that on 26th of this month, YangZiJiang will need to place a 10% deposit, if they fail to place the deposit, the deal will not go through and Baker Tech price will fall back to the 34 cents level.
Disclaimer applies