D&O GREEN TECHNOLOGIES BERHAD
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Reply to Bursa Malaysia's Query Letter - Reference ID
SUBSCRIPTION OF RIGHTS ISSUE UNDERTAKEN BY DOMINANT OPTO TECHNOLOGIES SDN BHD
Further to the announcement made on 18 April 2011 pertaining to the Subscription Of Rights Issue Undertaken By Dominant Opto Technologies Sdn Bhd, the Board of Directors of D & O Green Technologies Berhad (“D&O”) wish to provide the additional information as follows :
1. Information on Dominant Opto Technologies Sdn Bhd (“Dominant”)
Dominant is principally involved in the design, development, assembly and testing of opto-semiconductor products. The main product manufactured by Dominant is surface-mount light emitting diodes (LEDs) which is widely used in handphones, automotive lightings, outdoor display boards, traffic lights and general lighting.
Today, D&O Group’s core business activities can be grouped under three sectors, LED Component Group, Contract Manufacturing Group and Module Group. Dominant is the only subsidiary involved in LED Component manufacturing business.
2. Basis of arriving at the subscription amount of Excess Shares
D&O is the single largest and majority shareholder holding 51.31% equity interest in Dominant prior to the Rights Issue. During the Rights Issue, some minority shareholders have decided not to take up their full provisional allotment (“Excess Shares”).
D&O subsequently subscribed for an additional 12,025,000 of the Excess Shares at the same Rights Issue price at par of RM1.00 each, amounting to RM12,025,000. The subscription of Excess Shares resulted in the equity interest of D&O in Dominant increasing from 51.31% to 63.46%.
The Board of D&O believes that it is in the best interest of shareholders to subscribe for the additional shares in light of the promising long term outlook of the global LED industry. The Board also believes that the advent of new LED applications especially from the consumer segment such as TV and General Lighting will bode well for an LED Component Packaging company like Dominant.
3. Terms of arrangement for payment
The Excess Shares were paid in cash on the date of subscription.
4. Net Assets and Net Profits of Dominant
Based on the latest consolidated audited accounts of Dominant for the financial year ended 31 December 2010, the Net Assets attributable to owners of Dominant stood at RM56.53 million and the Net Assets Per Share stood at RM1.142. Net Loss attributable to owners of Dominant was RM64.75 million for the financial year ended 31 December 2010.
The loss in 2010 included a one-off RM41.2million asset impairment charge on fixed assets and inventory following a comprehensive review of Dominant’s business focus and direction.
5. Approvals Required for the Excess Shares
The subscription of Excess Shares is not subject to the approval of shareholders and other relevant authorities.
6. Rationale for the acquisition of the Excess Shares
The Board of D&O believes the subscription is in the best interest of shareholders. It would enable D&O to increase its participation in the burgeoning global LED industry. The Rights Issue will also strengthen the balance sheet of Dominant and enable Dominant to further tap the growth of global demand for quality LED component. Dominant is one of the few LED packaging houses that have been qualified by major global automotive companies.
7. Percentage Ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements
The highest percentage ratio applicable to the acquisition of Excess Shares pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 8.96%.
We refer to your Company's announcement dated 18 April 2011 in respect of the
In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
1. A description of the business carried on by Dominant.
2. The basis of arriving at the consideration for the additional 12,025,000 new
ordinary shares in Dominant not taken up by other minority shareholders
3. The terms of any arrangement for payment of the consideation for the Excess
Shares on a deferred basis.
4. The net assets and net profits of Dominant based on its latest audited
5. Whether the acquisition of the Excess Shares is subject to the shareholders
approval and the relevant government authorities and the estimated time frame
for sumission of the application to the relevant authorities.
6. The rationale for the acquisition of the Excess Shares.
7. The highest percentage ratio applicable to the acquisition of Excess Shares
pursuant to Paragraph 10.02(g) of Main market Listing Requirements.
Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.
TAN YEW ENG
c.c:- General Manager & Head, Market Surveillance Department, Market
Supervision Buisness Group, Securities Commission (via fax)
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