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Ban Joo
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iPunter
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06-Jun-2007 20:34
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Will Ban Leong affect Ban Joo's stock performance?
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hushush83
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06-Jun-2007 20:24
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haha.. btw, i'm hushush83.. not hushhush83.. continue of my previous post: "5. Relative Figures computed based on Rule 1006 of the Listing Manual The relative figures for the Proposed Acquisition computed on the bases set out in Rule 1006 of the Listing Manual are set out below: 1006 (a) Net Asset Value Test Not applicable as this transaction is an acquisition and not a disposal of assets. 1006 (b) Profits Test The net profits attributable to the Sale Shares for FY2006 was approximately S$481,000, which represent approximately 13.05% of the Group?s net profit for FY2006 of S$3.69 million. 1006 (c) Consideration Test The Consideration of AUD3.8 million for the Proposed Acquisition represents approximately 19.66% of the Company?s current market capitalisation of approximately S$24.36 million as at 14 May 2007 (being the market day preceding the date of the term sheet for illustrative purpose). 4 The Consideration of AUD3.8 million for the Proposed Acquisition represents approximately 15.83% of the Company?s current market capitalisation of approximately S$30.0 million as at 5 June 2007 (being the market day preceding the date of the Agreements). 1006 (d) Equity Securities Test The Consideration Shares represents approximately 17.18% of the Company?s existing issued share capital. Having regard to the above, the Proposed Acquisition is a ?Discloseable Transaction? under Rule 1010 of the Listing Manual. 6. Service Contract of the Proposed Director Upon completion, Boyd Dainton will be appointed as a director of Audion Innovision and of the Company. 7. Additional Listing Application An application will be submitted to the SGX-ST for the listing and quotation of the Consideration Shares on the Official List of the SGX-MainBoard. Upon completion, the Consideration Share will be issued and credited as fully paid to ITA pursuant to the share issue mandate given by the Company at the Annual General Meeting held on 18 April 2007. 8. Documents for Inspection A copy each of the Agreement is available for inspection at the registered office of the Company at 150 Ubi Ave 4, Level 4, Singapore 408825 for 3 months from the date of this Announcement. BY ORDER OF THE BOARD Ronald Teng Director 6 June 2007 For more information, please contact IR Executive, Ban Leong Technologies Limited Tel : 65-65129221 Fax : 65-67419295 Email: irexecutive@banleong.com.sg " |
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iPunter
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06-Jun-2007 20:16
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Hushhush83... :) |
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hushush83
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06-Jun-2007 20:05
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BAN LEONG TECHNOLOGIES LIMITED Registration No. 199303898C PROPOSED ACQUISITION OF 75% INTEREST IN AUDION INNOVISION PTY LTD AND 25% INTEREST IN AV LABS INTERNATIONAL PTE. LTD. (THE ?PROPOSED ACQUISITION?) 1. Introduction Further to its announcement dated 15 May 2007, the Board of Directors of Ban Leong Technologies Limited (the ?Company?, and together with its subsidiaries, the ?Group?) is pleased to announce that the Company has on 6 June 2007 entered into two share sale agreements (individually, the ?Agreement? or collectively, the ?Agreements?) with Innovision Technology Australia Pty Ltd (?ITA?) and Christine Anne McGregor (?CAM?) respectively (collectively, the ?Vendors?), pursuant to which the Company has agreed to acquire 75% of the issued share capital of Audion Innovision Pty Ltd (?Audion Innovision?) from ITA and 25% of the issued share capital of AV Labs International Pte. Ltd. (?AV Labs?) from CAM (the ?Sale Shares?). The parties have agreed to vary the consideration and the profit warranty provisions set out in the term sheet dated 15 May 2007 and pursuant thereto the aggregate consideration for the proposed acquisition of the Sale Shares is AUD3,800,000 (the ?Consideration?), to be satisfied by the issue of 17,181,818 ordinary shares at the issue price of S$0.22 each in the capital of the Company (the ?Consideration Shares?) and the cash payment of AUD750,000 to ITA, and the balance of AUD50,000 shall be paid in cash to CAM as full settlement of the purchase consideration for Audion Innovision and AV Labs respectively. 2. Salient terms of the Agreements 2.1 ITA warrants and guarantees that Audion Innovision shall achieve a net profit before tax (?NPBT?) of at least AUD1,560,000 for the financial year from 1 July 2007 to 30 June 2008 and CAM warrants and guarantees that AV Labs shall achieve a NPBT of at least S$50,000 for the financial year from 1 July 2007 to 30 June 2008. In the event that Audion Innovision and AV Labs are unable to achieve the said guaranteed NPBT due to whatsoever reason, the respective Vendors shall compensate the Company by paying a cash sum being the difference between the said guaranteed NPBT and the actual NPBT achieved multiply by the percentage of the total issued share capital held by the Company (or the person nominated by it, as applicable) in Audion Innovision and AV Labs (as applicable) as compensation for the non-fulfilment of the said profit guarantee. 2.2 The completion of the proposed acquisition of 75% interest in Audion Innovision is conditional upon the fulfilment of, inter alia, the following conditions:- (i) the Company being satisfied with the results of the due diligence investigations (whether legal, financial, contractual, tax or otherwise) carried out by the Company in respect of Audion Innovision within 60 days from 15 May 2007 (to be extended for such duration as may be expressly agreed by ITA and the Company in writing), including but not limited to the affairs, business, assets, liabilities, operations, records, financial position, financial performance, tax liabilities, accounts, results and prospects of Audion Innovision; (ii) ITA being satisfied with the results of the due diligence investigations (whether legal, financial, contractual, tax or otherwise) carried out by ITA in respect of the Company within 60 days from 15 May 2007 (to be extended for such duration as may be expressly agreed by ITA and the Company in writing), including but not limited to the affairs, business, assets, liabilities, operations, records, financial position, financial performance, tax liabilities, accounts, results and prospects of the Company; 1 (iii) all consents, approvals and authorisations of bankers, financial institutions, landlords of leases, relevant third parties, government or regulatory authorities which are necessary or desirable in connection with the transfer of the Sale Shares from ITA to the Company and the ownership by the Company of Sale Shares having been obtained, and if subject to conditions, on such conditions acceptable to the Company and/or such person(s) as the Company may direct, prior to the completion date; (iv) the approval-in-principle of the SGX-ST being obtained for the listing and quotation of Consideration Shares upon their issue and allotment and where such approval in-principle is obtained subject to any conditions, such conditions being reasonably acceptable to ITA and the Company and if any such condition is required to be fulfilled on or before completion, the fulfilment of such condition on or before completion and such approval not being revoked or withdrawn prior to completion date; (v) the approval of the shareholders of the Company in an extraordinary general meeting being obtained for the acquisition of the Sale Shares, if required; (vi) no material contract, lease, licence or other similar commercial arrangement would be terminated or adversely affected as a result of a change in ownership of the Sale Shares; (vii) all representations, warranties and undertakings of ITA and the Company under the Agreement being complied with, and being true, accurate and correct in all respects as at the completion date, as if repeated at completion and at all times between the date of the Agreement and completion; (viii) each of the parties having performed all of the covenants and agreements required to be performed or caused to be performed by it under the Agreement on or before the completion date; (ix) there being no default by Audion Innovision in any of its obligations by which Audion Innovision may become bound or liable to be called upon to repay prematurely any loan capital or borrowed moneys; (x) ITA or the Company not having received notice of any injunction or other order, directive or notice restraining or prohibiting the consummation of the transactions contemplated by the Agreement, and there being no action seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such injunction, other order or action which is threatened; (xi) the business of Audion Innovision having been carried on in a satisfactory and ordinary manner and Audion Innovision not having disposed of any material assets or assumed or incurred any material liabilities including contingent liabilities (whether recorded or unrecorded) other than those in connection with its ordinary course of business in the period between the last accounts date up to the completion date; (xii) there has been no change in the shareholding or capital structure of Audion Innovision occurring on or before the completion date; and (xiii) there being no material adverse change (as mutually determined by the parties) in the prospects, operations, assets, business, profits or financial condition of Audion Innovision occurring on or before the completion date. 2.3 The completion of the proposed acquisition of 25% interest in AV Labs is conditional upon the fulfilment of, inter alia, the following conditions precedent:- (i) the Company being satisfied with the results of the due diligence investigations (whether legal, financial, contractual, tax or otherwise) carried out by the Company in respect of AV Labs within 60 days from 15 May 2007 (to be extended for such duration as may be expressly agreed by CAM and the Company in writing), including but not 2 limited to the affairs, business, assets, liabilities, operations, records, financial position, financial performance, tax liabilities, accounts, results and prospects of AV Labs; (ii) all consents, approvals and authorisations of bankers, financial institutions, landlords of leases, relevant third parties, government or regulatory authorities which are necessary or desirable in connection with the transfer of the Sale Shares from CAM to the Company and the ownership by the Company of Sale Shares having been obtained, and if subject to conditions, on such conditions acceptable to the Company and/or such person(s) as the Company may direct, prior to the completion date; (iii) the approval-in-principle of the SGX-ST being obtained for the listing and quotation of Consideration Shares upon their issue and allotment and where such approval in-principle is obtained subject to any conditions, such conditions being reasonably acceptable to CAM and the Company and if any such condition is required to be fulfilled on or before completion, the fulfilment of such condition on or before completion and such approval not being revoked or withdrawn prior to completion date; (iv) the approval of the shareholders of the Company in an extraordinary general meeting being obtained for the acquisition of the Sale Shares, if required; (v) no material contract, lease, licence or other similar commercial arrangement would be terminated or adversely affected as a result of a change in ownership of the Sale Shares; (vi) all representations, warranties and undertakings of CAM and the Company under the Agreement being complied with, and being true, accurate and correct in all respects as at the completion date, as if repeated at completion and at all times between the date hereof and completion; (vii) each of the parties having performed all of the covenants and agreements required to be performed or caused to be performed by it under the agreement on or before the completion date; (viii) there being no default by AV Labs in any of its obligations by which AV Labs may become bound or liable to be called upon to repay prematurely any loan capital or borrowed moneys; (ix) CAM or the Company not having received notice of any injunction or other order, directive or notice restraining or prohibiting the consummation of the transactions contemplated by the Agreement, and there being no action seeking to restrain or prohibit the consummation thereof, or seeking damages in connection therewith, which is pending or any such injunction, other order or action which is threatened; (x) the business of AV Labs having been carried on in a satisfactory and ordinary manner and AV Labs not having disposed of any material assets or assumed or incurred any material liabilities including contingent liabilities (whether recorded or unrecorded) other than those in connection with its ordinary course of business in the period between the last accounts date up to the completion date; (xi) there has been no change in the shareholding or capital structure of AV Labs occurring on or before the completion date; (xii) there being no material adverse change (as mutually determined by the parties) in the prospects, operations, assets, business, profits or financial condition of AV Labs occurring on or before the completion date; and (xiii) the simultaneous completion of the Agreement relating to the proposed acquisition of 75% issued share capital in Audion Innovision. 3 3. Completion The completion of the Proposed Acquisition shall take place two (2) weeks after the fulfillment of the conditions precedent referred to in paragraph 2 above. 4. Financial Effects of the Proposed Acquisition Share Capital The effects of the Proposed Acquisition on the share capital of the Company are as follows:- Before Proposed Acquisition After Proposed Acquisition Total Number of Share 100,000,000 117,181,818 Total Issued and Paid-up Share Capital(1) S$7,393,106 S$11,173,106 Note: (1) Issued share capital was calculated in accordance with the Companies (Amendment) Act 2005 effected on 30 January 2006. Pursuant to the Companies (Amendment) Act 2005, share premium will form part of the Company?s share capital. Net Tangible Assets (?NTA?) The effect of the Proposed Acquisition on the NTA per share of the Group for the financial year ended 31 December 2006, assuming that the Proposed Acquisition had been effected at the end of that financial year is as follows:- Before Proposed Acquisition After Proposed Acquisition NTA per Share 17.58 cents 18.69 cents Earning per Share (?EPS?) The effect of the Proposed Acquisition on the EPS of the Group for the financial year ended 31 December 2006, assuming that the Proposed Acquisition had been effected at the beginning of that financial year is as follows:- Before Proposed Acquisition After Proposed Acquisition 5. Relative Figures computed based on Rule 1006 of the Listing Manual The relative figures for the Proposed Acquisition computed on the bases set out in Rule 1006 of the Listing Manual are set out below: 1006 (a) Net Asset Value Test Not applicable as this transaction is an acquisition and not a disposal of assets. 1006 (b) Profits Test The net profits attributable to the Sale Shares for FY2006 was approximately S$481,000, which represent approximately 13.05% of the Group?s net profit for FY2006 of S$3.69 million. 1006 (c) Consideration Test The Consideration of AUD3.8 million for the Proposed Acquisition represents approximately 19.66% of the Company?s current market capitalisation of approximately S$24.36 million as at 14 May 2007 (being the market day preceding the date of the term sheet for illustrative purpose). 4 The Consideration of AUD3.8 million for the Proposed Acquisition represents approximately 15.83% of the Company?s current market capitalisation of approximately S$30.0 million as at 5 June 2007 (being the market day preceding the date of the Agreements). 1006 (d) Equity Securities Test The Consideration Shares represents approximately 17.18% of the Company?s existing issued share capital. Having regard to the above, the Proposed Acquisition is a ?Discloseable Transaction? under Rule 1010 of the Listing Manual. 6. Service Contract of the Proposed Director Upon completion, Boyd Dainton will be appointed as a director of Audion Innovision and of the Company. 7. Additional Listing Application An application will be submitted to the SGX-ST for the listing and quotation of the Consideration Shares on the Official List of the SGX-MainBoard. Upon completion, the Consideration Share will be issued and credited as fully paid to ITA pursuant to the share issue mandate given by the Company at the Annual General Meeting held on 18 April 2007. 8. Documents for Inspection A copy each of the Agreement is available for inspection at the registered office of the Company at 150 Ubi Ave 4, Level 4, Singapore 408825 for 3 months from the date of this Announcement. BY ORDER OF THE BOARD Ronald Teng Director 6 June 2007 For more information, please contact IR Executive, Ban Leong Technologies Limited Tel : 65-65129221 Fax : 65-67419295 Email: irexecutive@banleong.com.sg EPS 3.67 cents 4.17 cents |
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hushush83
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06-Jun-2007 19:57
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hmm.. I thought it's a Gravestone Doji?? Gravestone doji form when the open, low and close are equal and the high creates a long upper shadow. The resulting candlestick looks like an upside down "T" with a long upper shadow and no lower shadow. Gravestone doji indicate that buyers dominated trading and drove prices higher during the session. However, by the end of the session, sellers resurfaced and pushed prices back to the opening level and the session low. As with the dragon fly doji and other candlesticks, the reversal implications of gravestone doji depend on previous price action and future confirmation. Even though the long upper shadow indicates a failed rally, the intraday high provides evidence of some buying pressure. After a long downtrend, long black candlestick, or at support, focus turns to the evidence of buying pressure and a potential bullish reversal. After a long uptrend, long white candlestick or at resistance, focus turns to the failed rally and a potential bearish reversal. Bearish or bullish confirmation is required for both situations. |
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iPunter
Supreme |
06-Jun-2007 18:57
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Like I said earlier, it really closed @0.22 (day's low)... |
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gjj9496
Member |
06-Jun-2007 18:16
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agreed..I sold 100 lots ave price at 0.132 prior to the halt due to panic selling. Too boay cai and now got to buy back at ave price 0.232..Just be cool and give it couple of days to stabilize. Cheers! |
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smaxmike
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06-Jun-2007 17:47
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Yeah... Anyway... for those who were trapped today (at the opening) at high price, don't panic... I personally still feel that a strong base (support) has been built up at 22 to 22.5c, the price should be still able to push up from this level... As iPunter suggested, just be a bit more patient and give a bit more time for the market to digest. Anyway, to those friends who are trapped, you still got 5 days to go... may be can wait and observe the further move tomorrow... Gd Luck! |
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iPunter
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06-Jun-2007 17:39
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Yes... but the boys may also 'step aside' for a time... |
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gjj9496
Member |
06-Jun-2007 17:19
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don worry guys/gals, mission to cheong >0.25 continue tomorrow..and Fri >.3 |
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khwong21
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06-Jun-2007 17:15
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Something puzzling me...will it cheong again...? |
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trueview
Senior |
06-Jun-2007 17:11
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a lot people  disapointed......lottery new still cnt move it...see the power of BAD BOYS...
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iPunter
Supreme |
06-Jun-2007 17:04
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By the way, as far as I understand it... I thought "accumulation" was completed at floor level... ie. before this stock started to do the "cheong"... |
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iPunter
Supreme |
06-Jun-2007 17:01
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Will probably close with a black down-pointing candle...
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khwong21
Member |
06-Jun-2007 16:51
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Hi smaxmike, what u think about for those BB reaction soon, cause yesterday, if i'm not wrong someone had acc. quite a lot for Ban Joo after market trade at $0.215... |
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ivorycoast
Elite |
06-Jun-2007 16:50
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You guys aware that accumulation need not be at one price level ? It can be at various price levels ..... say, may be in the range of 22 cts to 23 cts ..... as long as the collectors achieve the accumulation at their target average price ..... |
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smaxmike
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06-Jun-2007 16:49
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Hi iPunter, I totally agree with you... can be either way! Seems that two camp of BBs are shooting to each other, saw dozens of mark-ups (then followed by actions) either direction the whole day's session...Who will win this Battle, Bulls or Bears? I guess only time will tell. Need to see the closing though to tell which camp has the upper-hand for now... |
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smaxmike
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06-Jun-2007 16:45
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1st Round Seige has been completed... 22.5c wall destoried... :) Tomorrow the Seige will continue... Go Go Go... No Retreat!!! hehe... |
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iPunter
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06-Jun-2007 16:42
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Can it not be distribution at 0.225 too? Well, the days ahead will tell... :) |
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trueview
Senior |
06-Jun-2007 16:40
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CAN IT BREAK OUT END OF MARKET? |
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