Download PREMIUM NUTRIENTS BERHAD (“PNB” OR “COMPANY

PREMIUM NUTRIENTS BERHAD (“PNB” OR “COMPANY”)
ANNOUNCEMENT PURSUANT TO PRACTICE NOTES (“PN”) 16 AND 17 OF THE MAIN MARKET
LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“LISTING
REQUIREMENTS”)
1.
INTRODUCTION
We refer to the announcement dated 7 July 2011 in relation to the completion of the disposal by
PNB of its entire equity interest in Arani Agro Oil Industries Ltd, Premium Vegetable Oils Sdn Bhd
and Premium Fats Sdn Bhd to Agro Asia Pacific Ltd for a cash consideration of RM117.95 million
(“Disposals”).
Bursa Securities had vide its letter dated 8 July 2011 (“Notice”) notified PNB that it is an affected
listed issuer pursuant to Paragraph 8.03(1) and Practice Note 16 (“PN16”) (i.e. Cash Company) of
the Listing Requirements.
Paragraph 8.03 further provides that the cash company must ensure that its available cash be
utilised only for implementing a proposal to acquire a new core business as approved by the
Securities Commission or pro rata distributions to shareholders in the event it is unable to fulfil its
obligations under PN16 as detailed below.
2.
OBLIGATIONS UNDER PN16 OF THE LISTING REQUIREMENTS
As a Cash Company, PNB must:
(i)
regularise its condition in the following manner:
(a)
submit a proposal to acquire a new core business to the Securities Commission (“SC”)
for its approval within 12 months from the date it receives the Notice; and
(b)
implement its proposal within the timeframe prescribed by the SC;
(ii)
announce the status of its proposal and the number of months to the end of the relevant
timeframes referred to in Paragraph 8.03(5)(a) of the Listing Requirements (“PN16 Monthly
Announcement”), as may be applicable. PNB must make the PN16 Monthly Announcement
simultaneously with the announcement of its quarterly report and in any event, PNB must
make the said announcement not later than 2 months after the end of each quarter of a
financial year, until further notice from Bursa Securities;
(iii)
announce its compliance or non-compliance with a particular obligation imposed pursuant to
PN16 of the Listing Requirements on an immediate basis;
(iv)
announce the details of the proposal which announcement must fulfil the requirements as set
out in Paragraph 2.2 of PN16 of the Listing Requirements; and
(v)
where PNB fails to regularise its condition, announce the dates of suspension and de-listing
of its listed securities immediately upon notification of suspension and de-listing by Bursa
Securities.
3.
4.
CONSEQUENCES OF NON-COMPLIANCE
(i)
If PNB fails to comply with any of its obligations prescribed in Paragraph 8.03 and PN 16 of
the Listing Requirements, Bursa Securities may take action against the Company including
but not limited to suspension and/or de-listing proceedings against the Company.
(ii)
If PNB fails to comply with any part of its obligations prescribed in subparagraph (5)(a) of
Paragraph 8.03 of the Listing Requirements, it must ensure that all moneys deposited,
together with interests earned, with a financial institution licensed by Bank Negara Malaysia
and operated by a custodian are distributed to its shareholders on apro-rata basis as soon
as practicable.
STATUS OF PROPOSAL UNDER PN16 OF THE LISTING REQUIREMENTS
The Board is taking the necessary actions to formulate a plan to regularise the financial condition of
the Company. Any progress in this regard shall be announced to Bursa Securities in due course.
This announcement is dated 8 July 2011.