Latest Forum Topics / Auric Pacific | Post Reply |
Is this a good buy?
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television
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24-Apr-2008 21:40
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The Board of directors will look into boosting the share price after nearly every sh holder equired how co going to use the generous profits from sale of one philip street and robinson shares.Albert Cheok and even executive director Stephen T Riady(major owner) was present.
Watch out for > dividends( 7% interim 2 and 5% tax exempt) and maybe stocksplit or bonus shares as the directors hinted of illiquidity of shares...every shareholder went back with 2 loaves of Delifrance bread. I may buy when Auric Pacific went below $1.30
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chinton86
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24-Apr-2008 18:36
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Still awaiting |
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chinton86
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23-Apr-2008 23:49
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Thanks Bro, will be awaiting your reply | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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television
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23-Apr-2008 19:23
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AGM at mandarain hotel..I'm attending..hopefully > futue dividends now that Robinson had been sold and first ppty at philip street.Better to wait for $1.30 than buy rather than at $1.48,Maybe I can update chinton | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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chinton86
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23-Apr-2008 14:14
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Just to add in, actually i don't aapprove of them taking over Delifrance. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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chinton86
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23-Apr-2008 14:10
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I dun hold much as compare to others as you must know that i'm still a NSF, haven paid finish my debt back to government. Just like they issuing me 'Bonds" and i had to pay them back with interest wor. keke. Don't think i will be attending tomorrow as i had to go back camp, if the AGM is today, it will be great. But too bad. By the way i hope Auric don't issue more shares le.Since they are cash rich and not sure what to invest, it will be good to return to share holder ad let investor choose what they wanna invest instead. If they were to issue new shares, this will cause capital erosion(As they are cash rich doing no further good investment) as well as give them a good chancve to manipulate the share prices, don't u think so? I'm free to listen to your comments on this. Let me know of the tomorrow's AGM routine. Freebies, food served (Inclusive). HAHA! See if they still remember what did you proposed bla bla bla. Do you think now still can enter ($1.50)? Don't put in money after bad money, but this seems the other way round. But no matter how rich they are, price of shares are always quote driven and don't give a fair value to a company and on top of that must also beware of the current market as a systematic risk. Headache should i buy or not sia. |
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787180
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11-Apr-2008 10:27
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So chinton86..are U attending? how many shares and at wad price are U holding at...out of curiosity....at the recent EGM I proposed directors give shares in lieu of dividends as proposed by many public listed cos...point was noted and they have agreed to do > to enhance shareholders value....Auric is cash rich now ith sale of ppty and robinson shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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787180
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10-Apr-2008 21:41
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EGM (about 100pple attended) ended at about 11.30am..from 10am.AGM will be same venue on 24thur april 10am | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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chinton86
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07-Apr-2008 22:41
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abt how many poeple attended? Maybe i will find time to go the AGM see see. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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787180
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07-Apr-2008 21:59
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All sh holders were interested in > future dividends now withsale of ppty and Robinson shares...chairman promised to look ointo it although he initially suggested need to conserve financiacl resources in view of global uncertainty...finally agreed to unlock > value for shareholders.Cakes,sanwiches ,pastries and tea/coffee...nothing great..maybe AGM will be better in late April or early May | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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chinton86
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07-Apr-2008 18:53
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Any soul went to the EGM today? can describe hows the feeling liked there? How long is the meeting? And on top of the sales of property, did they chat abt others? Any freebies? | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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787180
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04-Apr-2008 11:48
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1 AURIC PACIFIC GROUP LIMITED(Incorporated in the Republic of Singapore) (Company Registration No. 198802981D)ACCEPTANCE OF THE VOLUNTARY CONDITIONAL CASH OFFER FOR ROBINSON AND COMPANY LIMITED MADE BY STANDARD CHARTERED BANK FOR AND ON BEHALF OF ALF GLOBAL PRIVATE LIMITED. 1. INTRODUCTION 1.2 1.3 1.4
(3) the Offer will remain open for acceptance until 5.30 p.m. on 30 April 2008 (the " 2
2. PRINCIPAL TERMS OF THE OFFER
3 2.4
Terms. (1) the Offer Stock are to be acquired (a) fully-paid; (b) free from all liens, equities, mortgages, charges, encumbrances, rights of pre-emption and other third party rights and interests of any nature whatsoever; and (c) together with all rights, benefits and entitlements attached thereto as at the Announcement Date and thereafter attaching thereto (including all voting rights and the right to receive and retain all dividends and other distributions (if any) which may be announced, declared, paid or made thereon by RCL on or after the Announcement Date). If any dividend, other distribution or return of capital is declared, made or paid on or after the Announcement Date, the Offeror reserves the right to reduce the Offer Price by the amount of such dividend, distribution or return of capital. In this respect, as announced by RCL on 12 February 2008, the board of directors of RCL has declared a one-tier tax exempt interim dividend of S$0.10 per Stock in respect of the financial year ending 30 June 2008 (the " (2) Accordingly, a stockholder who accepts the Offer will receive the full Offer Price for each Offer Stock tendered in acceptance of the Offer. Interim Dividend") paid on 28 March 2008 to those Stockholders on the share register of RCL as at 14 March 2008. The Offeror has stated that it will not be exercising its right to reduce the Offer Price by the amount of the Interim Dividend. Offer Price. The Offer Price represents a premium of approximately: SGX-ST") on 2 April 2008, being the last trading day prior to the date of this announcement; VWAP") of approximately S$4.38 per Stock on the SGX- ST for the one-month period prior to the Announcement Date; Aggregate Consideration. The aggregate consideration that Red Oasis will receive for the Relevant Stock is S$185,583,463.20 (the "Consideration"). As the Offer has on 3 April 2008 been declared unconditional in all respects, Red Oasis will receive the Consideration within 10 days of the date of this announcement. Post-Settlement. Upon settlement of the Offer, Red Oasis will no longer hold any interest in RCL, and RCL will cease to be an associated company of the Company.3. INFORMATION ON RCL
RCL. RCL was incorporated in Singapore on 27 February 1920 and is listed on the Main Board of the SGX-ST. The principal activity of RCL is that of a holding company, while the principal activities of its subsidiaries are retailers and department and speciality store operators, investment holding, importers and wholesalers. RCL and its subsidiaries operate, inter alia, the Robinsons, John Little and Marks & Spencers stores in Singapore and Malaysia. Asset Value. As at 31 December 2007, the book value of the Relevant Stock was approximately S$114,204,0001 and the net tangible asset value of the Relevant Stock was approximately also S$114,204,0001. Based on the weighted average share price of the Stock on the SGX-ST on 3 April 2008, the market value of the Relevant Stock is approximately S$106,671,828. Net Profits. The net profits before tax, minority interests and exceptional items attributable to the Relevant Stock for the financial year ended 31 December 2007 ("FY2007") is approximately S$7,918,0001. Given the Company?s effective interest of 60 per cent. in Red Oasis, it will realise a gain of approximately S$180,000 from the Disposal.2 4. RATIONALE FOR THE DISPOSAL The operating environment of RCL has changed significantly since the Company acquired an interest in the Relevant Stock in June 2006. The global economy is experiencing greater volatility as sub-prime woes continue to affect global financial markets and the general economic environment, which have a significant impact on consumer sentiment and spending. Rising rental and staff costs in the markets which RCL operate in are also contributing to an increasing challengingly operating environment. Consequently, the Directors of the Company believe that the prospects for RCL will be subject to greater uncertainty in the near term. In addition, the Directors of the Company believe that the Disposal represents an opportunity for the Company to exit its investment in RCL at an attractive price. The Offer Price of S$7.20 per Offer Stock represents a 9 per cent. premium to the Company?s original entry price, after taking into consideration dividends received from RCL since its investment and enables the Company to exit with a reasonable return on its original entry price. The Directors also note that the independent financial adviser to RCL has opined that the Offer (prior to its revision from S$7.00 to S$7.20 per Offer Stock) is fair and the Independent Directors of RCL have recommended that strictly from a financial point of view and in the absence of any competing offer, stockholders of RCL should accept the Offer. 1 These figures are calculated on the basis of the Company?s 60 per cent. interest in Red Oasis.2 The gain arose after taking into account the minority shareholder of Red Oasis waiving an amount of approximately S$2,610,000 from an outstanding loan owing to the minority shareholder by Red Oasis, and further assuming that the share of results from RCL for the quarter ended 31 March 2008 attributable to Red Oasis is S$1,800,000.
In view of the above, the Directors of the Company believe that it is in the best interest of the Company to accept the Offer and free up resources so the Company can take advantage of new opportunities which will offer greater returns as and when they arise. 4 5. FINANCIAL EFFECTS 5.1 5.2 Assumptions. The proforma financial effects of the Disposal on the earnings per share ("EPS"), the net tangible assets ("NTA") per share, and the share capital of the Company are set out below and are prepared purely for illustration only and do not reflect the actual future financial situation of the Company and its subsidiaries (the "Group") after settlement of the Offer. The proforma financial effects have been computed based on the consolidated financial statements of the Group for FY2007. NTA. Assuming that the Disposal had been completed on 31 December 2007, being the most recently completed financial year, the effect on the NTA per share of the Group as at 31 December 2007 is as follows:
5.3 Earnings. Purely for illustrative purposes only and assuming that the Disposal had been completed on 1 January 2007, the proforma financial effects on the consolidated earnings of the Group for FY2007 are as follows:
5.4 Share Capital. The Disposal will not have any impact on the issued share capital of the Company. 5 6. MAJOR TRANSACTION 6.1 Major Transaction. The relative figures for the Disposal in respect of the Group computed on the bases set out in Rule 1006 ("Rule 1006") of the listing manual of the SGX-ST (the "Listing Manual") are as follows:
Notes: (1) All figures are calculated on the basis of the Company?s 60 per cent. interest in Red Oasis. (2) The net asset value of the Relevant Stock is assessed by reference to the market value of the Relevant Stock, being the weighted average price of the Relevant Stock on the SGX-ST on 3 April 2008. (3) Net profits has been calculated on the basis of profits before income tax, minority interests and extraordinary items for FY2007. (4) Market capitalisation has been calculated on the basis of 125,667,324 shares in issue as at 3 April 2008 multiplied by the weighted average price of the shares transacted on 3 April 2008. As the relative figures under Rules 1006(a) and (c) exceed 20%, the Disposal constitutes a Major Transaction as defined in Chapter 10 of the Listing Manual. As it was not possible to obtain approval from the shareholders of the Company for the Disposal (" Shareholders Approval") prior to the Initial Closing Date, the Company sought a waiver from Rule 1014 of the Listing Manual to obtain Shareholders Approval. In this regard, the Company is pleased to announce that the SGX-ST has granted a waiver from the requirement of the Company to seek Shareholders Approval.7. FURTHER INFORMATION 6 7.2 BY ORDER OF THE BOARD Ng Ngai Company Secretary Singapore, 4 April 2008 7.1 Directors? Service Contracts. No person is proposed to be appointed as a director of the Company in connection with the Disposal. Accordingly no service contract is proposed to be entered into between the Company and any such person. Interests of Directors and Substantial Shareholders. None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Disposal. |
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787180
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04-Apr-2008 11:48
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Sold off its 29.9% stake in Robinson to offeror at $7.20 per share....will be cash rich and capable of > future dividends(tax exempt) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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787180
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28-Mar-2008 10:01
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EGM Mon7 Apr -sale of 1 Philip St for $99.02mil Auric will benefit from this sale and maybe the 29% Robinson Stake make be sold if offeror can raise to $7.90(2006 purchase price from $7
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787180
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13-Mar-2008 23:12
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Abnormal or unusual jump in other debtors....hence SGX's query | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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chinton86
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12-Mar-2008 23:41
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May i know why SGX wants to ask abt the financial statement as below sated by "787180"? Saw a fisher today trying to fish for $1.25....Haha |
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787180
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07-Mar-2008 10:29
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AURIC PACIFIC GROUP LIMITED Company Registration Number: 198802981D RESPONSE TO SGX QUERIES ON FINANCIAL STATEMENT ANNOUNCEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2007 Auric Pacific Group Limited (the " Company") refers to the Singapore Exchange Securities Trading Limited?s (the "SGX") queries via email dated 5 March 2008.SGX Query We note in the Balance Sheets that "Other Debtors" increase by 187% from S$5,787,000 as at 31 December 2006 to S$16,618,000 as at 31 December 2007. What are these other debtors? Please provide a breakdown of this item, quantify the major items and provide reasons for the substantial increase. Company?s Response The increase of $10.8 million in "Other Debtors" was mainly due to "Other Debtors" of $10.3 million assumed from the acquisition of Edmontor Investments Pte Ltd and its subsidiaries companies (" As stated in paragraph 8 of the results announcement for the financial year ended 31 December 2007, the acquisition of Edmontor Group had been the main driver of the surge in both assets and liabilities of Auric Pacific Group Limited. Edmontor Group"). This item predominantly covered refundable deposits in relation to the rental of café and restaurant outlets ($5.8 million) as well as tax recoverable ($1.8 million).By Order of the Board Ng Ngai Company Secretary Submitted by Ng Ngai, Company Secretary on 6 March 2008 to the SGX |
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787180
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01-Mar-2008 19:37
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Total dividends 7% declared(5% tax exempt abd 2% taxable).....gd for yr CPF holdings. Extracted from Annual Report 2006 GROUP RESULTS
2006 was indeed an eventful year. The Group remained profitable and this is due in part to the strategy of spreading its wings measuredly into property, department store and food court business with the acquisition of strategic stakes in Robinson and Company, Limited ("Robinsons") and Food Junction Holdings Limited ("FJ"). I am therefore pleased to report that APGL registered a 72% increase in profit before tax to $31.2 million for the year ended 31 December 2008. This included an exceptional gain of $10.2 million from the divestment of the Group's interest in a residential development property that was acquired earlier in the year. The Group's net profit after tax attributable to shareholders was 51 % higher at $19.7 million for the year ended 31 December 2006. The improved profits have resulted in earnings per share rising to 15.71 cents from 10.41 cents and net asset backing per share rising to $1,81 from $1.69 a year earlier. Property investments were a major contributor to our Group's profitability in 2008. Our rental income of $21,0 million was about doubled that of 2005, Overall, the net profit from our property investments, inclusive of exceptional gain, amounted to $19.4 million, which represented approximately 62% of the Group's total profit for 2006. In January and later in June 2006, the Group acquired 29.9% equity interest each in FJ and Robinsons respectively. With FJ and Robinsons now being associated companies, the Group is entitled to equity account for its share of the profits of these two companies post the acquisition dates. The profit contributions from FJ and Robinsons amounted to $1.4 million and $7.9 million respectively for 2006, Dividend of $1,4 million was received from FJ and $31.9 million from Robinsons, Whilst the dividend received from FJ was substantially reflected in our 2006 profits, the dividend received from Robinsons, being a distribution from Robinson's pre-acquisition reserves, has been taken into the Group's accounts as a reduction in the cost of our equity investment in Robinsons, which is, in keeping with accounting standards. The Group has also done well on its investment securities. Our net profit from trading in investment securities, inclusive of unrealized gain on the fair valuation of investment securities, amounted to $18.5 million in 2006, which was nearly five times that of the previous year. Although the turnover in the Group's food business grew by 5 % to $196.4 million in 2006, we recorded an overall book loss of $0,4 million compared with a profit of $2,5 million in 2005. This included a provision of $1.5 million for stock losses and other reasons in relation to the Malaysia operations as management was being revamped. Increased competition in the bakery business in Singapore has also dampened the results for our food business. Selling and marketing expenses for our food activities have also increased as a result of higher logistics, advertising and promotional costs. FOOD OPERATIONS
Wholesale Distribution The turnover of the Group's wholesale and distribution business increased 3% to $159.3 million in 2006 which is in keeping with the growth of the Singapore and Malaysian markets. However, net profit decreased by $2.9 million to $1.0 million which is largely due to the earlier mentioned one-off provisioning made and higher logistics and promotional expenses. During the year the Group secured several new agencies, including Pokka drinks, Robert Monday! wine and Perdigao meats for distribution in the Singapore market. Manufacturing & House Brands The manufacturing and marketing of house brands saw an increase in turnover of 18% to $37,1 million in 2006. The overall net loss from these activities rose marginally by $0,1 million to $ 1,4 million due to higher provisioning made and the financial impact of more aggressive competition faced by our Sunshine bakery business as a result of the marketing practices of a recent market entrant. However, Sunshine has continued to make efforts to raise the market acceptance of its products. The launching of new breads, Soft Grain White and Soft Grain Wholemeal, has enabled us to further increase our market share in the premium category. Looking ahead, we expect to see an easing of recent aggressive competitive practices, which has largely taken the form of heavy promotion and deep discounting. Aside from our Sunshine fresh bakery products, our other house brands, as represented by Gourmet delicatessen, SCS Butter, Sunshine frozen bakery products and Buttercup spreadabie. grossed a 7% increase in turnover in 2006. Two new premium products, SCS Spreadabie and Buttercup Gold Spreadabie, were launched in 2006. To enhance the image of our Gourmet brand, five delicatessens spread within a major supermarket chain have been upgraded and the product offerings have been extended to offer our customers a much wider complementary range of processed meats, cheeses, anti paste and soups carrying the Gourmet brand. We have started to export our range of house brand products to Malaysia, Brunei and Philippines and will be taking steps to develop and expand into other regional markets, PROPERTY INVESTMENT Following the additional acquisition of a commercial property, One Phillip Street, in May 2006 and taking account of the full year contribution from PT Duta Wisata Loka, which owns the Megamai Piuit shopping complex in Jakarta, the Group's rental income reached $21,0 million in 2006, which was nearly double that in 2005, Leaving aside exceptional gains arising from the sale of property, our net profit from property investments increased by 63% to $9,2 million in 2006. During the year we disposed our interest in a Bukit Timah residential development property that had been acquired earlier in the year and achieved an exceptional gain of $10.2 million. As at 31 December 2006, the Group's investment properties totaled $109.6 million compared with $71.5 million at the end of 2005. INVESTMENT ACTIVITIES The book value of the Group's investments in FJ and Robinsons amounted to $25.1 million and $185.1 million respectively at 31 December 2006 after taking into consideration the Group's share of post-acquisition profits and dividends received. The Board is of the view that the quoted share prices of Robinsons and FJ are not representative of the intrinsic value of the Group's investments in the companies. A professional valuation carried out for the purpose of the 2006 accounts concluded and reaffirmed our view that the intrinsic value of the investments exceeded the book value. The various acquisitions made by the Group during the year were funded by internal funds, external financing and a shareholder's loan of $43.4 million from a joint venture partner. Reflecting largely the making of those acquisitions, the Group's investment portfolio fund has decreased by 46.2% to $73.2 million at 31 December 2006, as cash reserves were being deployed for the Group's acquisitions and other business needs. As would be expected, this has resulted in a decrease in turnover of trading in securities by 35,4% to $13.3 million. In the result, the net gains from trading in investment securities fell by 47.2% to $1.8 million. However, when regard is given to the increase in fair valuation of investment securities in our existing portfolio, there would be an unrealized gain of $16.7 million, which helped to push overall net profit to increase by 395,2% to $18.5 million. The unrealized gain arose largely from the Group's interest in China Energy Limited. The Group's total external borrowings have increased by $117.2 million to $125.9 million at 31 December 2006, comprising bank borrowings of $46.1 million and notes payable of $79.8 million. Finance costs incurred in relation to the Group's investment activities totalled $8.8 million for 2006. The need to draw down some external borrowings ahead of actual investment acquisitions to provide confirmation of fund availability to vendors has contributed to the seemingly high finance costs. Moving ahead, the plan is to restructure our external borrowings which would lead to a reduction in our finance costs. PROSPECTS We see a continuing bright outlook for the Singapore economy. Regional economies are also expected to do better. However, there continues to be lingering concerns on movement in oil prices and exchange rates and interest rates and how these might bear on the global economy. On activities within our operations, there will be continuing competitive pressures in our food business but we will be strengthening management and continue to look for new products and business opportunities. The profit growth in 2006 was assisted by our strategic diversification into non-core investments and these new businesses continue to bolster earnings. Such investments will continue to be important as we strive to move beyond the role of a traditional food distributor and manufacturer so as to provide better returns to shareholders. Continuing with our effort to capitalize on the growth opportunities of the China market, the Group has recently set up a new subsidiary company, Sichuan Auric Chapter Trading Company Limited, with a registered capital of US$3.2 million, for the distribution and retailing of cosmetics and health supplements. DIVIDEND In appreciation of shareholders' support, the Board is proposing a first and final dividend of 5.0 cents per ordinary share (one-tier tax exempt) and a special dividend of 2.0 cents per ordinary share (onetier tax exempt) to be paid on 25 May 2007. ACKNOWLEDGEMENTS On behalf of the Board of Directors, I wish to thank our shareholders, customers, principals, union and business associates for your valued and sustained support, I would also like to take this opportunity to thank my fellow Directors for their wise counsel and service to the Board, and the management and staff for their commitment and contribution during the year. We expect the year ahead to be a challenging one but I am confident that Auric Pacific Group will be able to meet the demands to further grow value for our stakeholders. Albert Cheok Chairman |
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787180
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22-Feb-2008 10:06
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Price shot up to $1.42 from its recent low of ab $1.28...with sale of its ppty at gd profits expect.Collected $200(5%) for final divid and $80(2%)interim making a total of $280 from my 4000 shares bought at $1.00 previously giving a yield of ab 7% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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787180
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21-Feb-2008 11:51
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AURIC PACIFIC GROUP LIMITED (Incorporated in the Republic of Singapore) (Company Registration Number: 198802981D) DISPOSAL OF PROPERTY AT ONE PHILLIP STREET, SINGAPORE The Board of Directors of Auric Pacific Group Limited (the " Company" or "APGL") wishes to announce that its wholly-owned subsidiary, Auric Property Pte Ltd (the "Vendor" or "APPL") (APPL, APGL and its subsidiary companies are collectively known as the "Group") has today entered into a sale and purchase agreement (the "Agreement") with New Star International Property (Singapore) Pte. Ltd. (the "Purchaser") pursuant to which the Vendor has agreed to sell, and the Purchaser has agreed to acquire, all the strata lots more particularly listed in the Agreement ("Strata Lots") together with the building known as One Phillip Street erected on Lot 401K Town Subdivision 1 ("Building", the meaning of which shall include the Strata Lots) and (where the context so admits) including the Vendor?s Plant and Equipment (as defined in the Agreement) (the "Property"), for a cash consideration of S$99,020,000 (the "Sale Price"), exclusive of GST ("Sale").THE SALE PRICE AND USE OF SALE PROCEEDS The Sale Price was arrived at on a willing buyer-willing seller basis, taking into consideration current market conditions. A deposit of 10% of the Sale Price will be paid to the Vendor's solicitors as stakeholders pending completion, and the balance of the Sale Price will be paid upon completion of the Sale. APPL had obtained a desktop valuation of the Building by Knight Frank Pte Ltd on 20 February 2008, and the open market value of the Building was valued at S$94,000,000, no value attributable to the Vendor?s Plant and Equipment in the financial statements of the Group. The net book value of the Building as at 30 September 2007 is S$79,250,000(1). The excess of the proceeds from the Sale over the net book value of the Building as of 30 September 2007 is approximately S$19,770,000. The net proceeds (less all expenses) from the Sale of the Property, after repaying the outstanding mortgage loan on the Building of approximately S$25,000,000, would be approximately S$73,520,000. It is intended that the proceeds from the Sale of the Property be used for working capital purposes, partial repayment of bank and other borrowings incurred by the Group and to fund any future investments or acquisitions that the Group may undertake. Note: (1) Based on the financial quarter ended 30 September 2007. TERMS AND CONDITIONS OF THE SALE The Sale is expected to be completed within nine (9) weeks from the date of the Agreement or on such earlier date as may be agreed between the Vendor and the Purchaser, unless extended by the Vendor in accordance with the terms of the Agreement, and is subject to the general conditions of sale known as "The Singapore Law Society's Conditions of Sale 1999". The Vendor is to deliver the Property with vacant possession, save and except the parts of the Property which are, as at the date of completion (" Completion Date"), subject to any occupation agreement.1 The Agreement may be rescinded by the Purchaser before completion pursuant to certain events taking place, including, (1) if the government of Singapore or any governmental authority, statutory authority or other competent authority or body (" (2) if approval by the shareholders of APGL is not obtained in an extraordinary general meeting (" (3) there is any damage to the Property and/or the MCST?s Plant and Equipment (as defined in the Agreement) or any part(s) thereof which results in a total cost of more than $1,000,000 to repair whether happening as a single or multiple events, on one or more occasions and whether singly or in aggregate as a result of multiple events; or (4) if it shall be found that there is any material breach (as defined in the Agreement) of any of the warranties set out in the Agreement. It is also stipulated in the Agreement that all the Strata Lots are sold on an en-bloc basis and the terms and conditions of the Agreement are applicable to the Property. Neither the Vendor nor the Purchaser shall be entitled to complete the sale and purchase of one or more of the Strata Lots without completing the sale and purchase of the Property and all the Strata Lots at the same date, time and place. inter alia, any of the following: Government") has any such intention or if any notice of intended acquisition or of acquisition is issued made or served by the Government acquiring or intending to acquire the Property and/or Building prior to the Completion Date; EGM") for the sale of the Property (unless the same is waived by the Singapore Exchange Securities Trading Limited ("SGX-ST")), notice of which shall be given within six (6) weeks of the date of the Agreement, subject to the approval of the Circular (as defined below) by the SGX-ST;UNDERTAKINGS Each of Apexwin Limited, Hongkong China Treasury Limited, Jeremiah Holdings Limited, Nine Heritage Pte Ltd and Pantogon Holdings Pte Ltd, together holding approximately 49.28% of the issued share capital of the Company, have given undertakings to the Vendor to vote in favour of the resolutions to be proposed at the EGM. RELATIVE FIGURES UNDER RULE 1006 OF THE LISTING MANUAL The relative figures of the Sale computed on the bases set out in Rule 1006(a) to (d) of the Listing Manual are as follows:
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Notes: (2) For the financial quarter ended 30 September 2007. (3) The Sale Price as stipulated in the Agreement dated 20 February 2008. (4) As at 18 February 2008, being the date on which the shares of the Company are last traded. The relative percentages under Rule 1006(a), (b) and (c) of the Listing Manual exceed 20%. The Sale is thus classified as a major transaction for the purposes of Chapter 10 of the Listing Manual. Accordingly, the Company will be seeking the approval of its shareholders for, inter alia, the Sale at the EGM to be convened, unless the requirement for the same is waived by the SGX-ST. A circular to shareholders of the Company containing information on the Sale, together with the notice of the EGM, will be despatched by the Company in due course ("Circular") if the EGM is required to be convened.RATIONALE FOR THE SALE The Board of Directors of the Company views the Sale as a strategic business move to divest the Group?s non-core property investments. The Property to be disposed was originally acquired when the Group was in the course of diversifying into property investment, development, management and services and other related activities. With the acquisition of the Delifrance chain following the acquisition of Robinson and Company Limited and Food Junction Holdings Limited, it is now the Group's intention to focus its resources into expanding existing and newly acquired core businesses. The proceeds from the Sale shall be used to reduce external borrowings and to support new investments. FINANCIAL IMPACT OF THE SALE The Sale will result in a net gain of approximately S$13,520,000, which will be recognized in the Group?s profit and loss accounts in the financial year ended 31 December 2008. Assuming that the Sale had been effected at the end of the Company's financial year ended 31 December 2006(5), the net tangible assets (" Assuming that the Sale had been effected at the beginning of the Company's financial year ended 31 December 2006, the earnings per share (" NTA") per share would have increased by 46 cents from 179 cents to 225 cents. EPS") would decrease by 0.29 cents from 15.71 cents to 15.42 cents.
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Notes: (5) Being the most recent available audited financial statements. (6) After excluding net rental income and gain on fair value change on the Property that had been recognized for the financial year ended 31 December 2006. DIRECTORS? AND CONTROLLING SHAREHOLDERS? INTERESTS None of the directors (other than in his capacity as a director or shareholder of the Company) and controlling shareholders of the Company has any interest, direct or indirect, in the Sale. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Agreement is available for inspection during normal business hours at the Company?s registered office at 78 Shenton Way #22-02 Lippo Centre Singapore 079120, for three months from the date of this announcement. By Order of the Board Ng Ngai Company Secretary SUBMITTED BY NG NGAI, COMPANY SECRETARY, ON 20 FEBRUARY 2008 TO THE SGX-ST 4 |
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