| PART VI
STATEMENT OF MATERIAL FACTS
Copies of this document have been lodged with the Registrar of Companies and Businesses in Singapore (the "Registrar") and the Singapore Exchange Securities Trading Limited (the "SES-ST") who or which takes no responsibility for the contents of this document. Neither has the Registrar nor the SES-ST in any way considered the merits of the shares as an investment.
CSE SYSTEMS & ENGINEERING LTD.
(Incorporated in the Republic of Singapore on 8 December 1987)
Registered Address:
10 Collyer Quay
#19-08 Ocean Building
Singapore 049315
STATEMENT OF MATERIAL FACTS
- State the business carried on and to be carried on by the issuer and its subsidiaries and the general development of the business within the preceding five years and indicate any material changes in the affairs of the issuer since the last annual report.
(a) Business
(FY: Financial year ended or ending 31 December)
CSE Systems & Engineering Ltd ("CSE" or the "Company") and its subsidiaries (the "Group") are principally engaged in the sale and provision of information technology and industrial automation solutions, software, hardware and network and telecommunication equipment.The Company was incorporated in Singapore on 8 December 1987 as a private limited company under the name of Chartered Microwave Pte. Ltd. which was subsequently renamed "CEI Systems & Engineering Pte Ltd.". On 20 December 1996, the Company's name was changed to "CSE Systems & Engineering Pte Ltd.". The Company was converted from a private limited company to a public limited company and changed its name to CSE Systems & Engineering Ltd. on 18 December 1998 and was listed on the Official List of the SGXDAQ (formerly known as SESDAQ) on 10 February 1999.For purposes of this Statement, "Group" shall mean CSE and its subsidiaries as if the Group had been in existence since 1 January 1994 and "subsidiaries" shall mean CSE Systems & Engineering (Thailand) Limited, CSE Systems & Engineering (Tianjin) Co., Ltd, CSE Systems & Engineering (India) Pvt. Ltd., CIM Infotech Pte Ltd, CSE Systems & Engineering (America) Inc., PI-CSE Systems & Engineering Malaysia Sdn Bhd and Myers Systems Pte Ltd.
FY 1994
In FY 1994, the Group recorded a turnover of S$9 million and a loss before tax and extraordinary item of S$1.4 million.
FY 1995
In FY 1995, the Group's turnover increased from S$9 million in 1994 to S$18.2 million. Profit before tax increased to S$0.3 million from a loss before tax and extraordinary item of S$1.4 million. This was largely attributable to higher turnover and project control, thereby eliminating project losses.
FY 1996
Turnover increased by S$4.7 million (26 per cent.) to S$22.9 million in FY 1996 due to the increase in turnover from the energy, chemical/petrochemical and manufacturing sectors (the "Industrial Business Unit") of S$0.9 million and the Infrastructure and Networking Business Unit (which deals primarily with the supply and provision of enterprise networking and telecommunication solutions, data cabling systems, cable routing design and construction for CATV Network and Broadband Cabling design) of S$4.1 million offset by a decrease from the information technology arm (the "Enterprise Integration Business Unit") of S$0.3 million.The increase in turnover from the Industrial business was mainly due to revenue recognised for 6 major projects during the year amounting to S$8.0 million. The increase in turnover from the Infrastructure and Networking business was mainly due to the Singapore Cable Vision ("SCV") project. The decrease in turnover from the Enterprise Integration business was due to a decrease in the number of projects undertaken with the rationalisation of the business and the scaling back of projects of low margins.Profit before tax increased by S$0.5 million (208 per cent.) to $0.8 million. This was due to the increase in profit contribution from the Industrial business of S$0.5 million (due to commission income and no pre-operating expenses for the year) and Infrastructure and Networking business of S$0.2 million (due to the SCV project) offset by a decrease in profit from the Enterprise Integration business of S$0.2 million (due mainly to a decrease in gross margin with the write-off of foreseeable losses for 3 projects and higher labour costs incurred for certain projects).
FY 1997
Turnover increased by S$17.0 million (74 per cent.) to S$39.9 million in FY 1997 due to the increase in turnover from the Enterprise Integration business of S$9.2 million, Industrial business of S$4.7 million and Infrastructure and Networking business of S$3.1 million.The increase in turnover from the Enterprise Integration business was due mainly to the significant contribution from the Electronic Road Pricing, Housing and Development Board and Ministry of Home Affairs projects of S$15.1 million in aggregate. The increase in turnover for Industrial business was mainly due to the Group's regionalisation efforts which saw an increase in the number of projects secured. The increase in turnover from the Infrastructure and Networking business was due mainly to the increase in revenue recognised for the SCV project and a new government project and Chartered Semiconductor Manufacturing projects amounting to a total of S$2.7 million.Profit before tax increased substantially by S$4.1 million (508 per cent.) to S$4.9 million in FY 1997. This was due to the increase in profit contribution from the Industrial business of S$1.6 million (due mainly to the higher turnover and better gross margin with utilisation of engineering resources from CSE Systems & Engineering (India) Pvt. Ltd., CSE Systems & Engineering (Thailand) Limited and PI-CSE Systems & Engineering Malaysia Sdn Bhd), Enterprise Integration business of S$2.1 million (due mainly to the higher turnover and better gross margin arising from efficiency achieved with better project management) and Infrastructure and Networking business of S$0.4 million (due mainly to the higher turnover and better gross margins with better project management).
FY 1998
Turnover increased by S$7.0 million (18 per cent.) to S$47.0 million in FY 1998 mainly due to the increase in turnover from the Infrastructure and Networking business of S$4.1 million arising from the increase in revenue recognised for a government project for the installation of networking systems and the SCV project. The Enterprise Integration business contributed a further S$2.3 million due mainly to contribution from CIM Infotech Pte Ltd ("CIM Infotech") (S$1.6 million) and Myers Systems Pte Ltd ("Myers") (S$0.5 million) which were acquired on 31 July 1998 and 1 December 1998, respectively. The Industrial business contributed a marginal increase of S$0.6 million as growth was affected by the regional crisis, in particular, with respect to projects in Indonesia and Malaysia.Profit before tax increased by S$2.5 million (51 per cent.) to S$7.4 million due to the increase in profit contribution from the Infrastructure and Networking business of S$0.5 million, Enterprise Integration business of S$1.2 million and Industrial business of S$0.9 million. The increase in profit contributions from the Infrastructure and Networking business and Enterprise Integration business were mainly due to the increase in turnover. In addition, the contribution from the Enterprise Integration business was further improved by an improvement in gross margin due to contribution from CIM Infotech and Myers which had higher average gross margins. The increase in profit contribution of the Industrial business was mainly due to lower operating expenses arising from lower provision for bonus and no specific provision for bad debts and exchange loss in FY1998 as compared to FY 1997.
Six months ended 30 June 1999
The Group's turnover for the first six months ended 30 June 1999 increased by 37% from S$25.5 million to S$34.9 million compared to the corresponding period in the previous year. Net profit before tax of the Group increased by 41% in line with the increase in turnover.The new orders received for the first six months ended 30 June 1999 increased 148% from S$12.4 million to S$30.8 million compared to the corresponding period in the previous year.The industrial business experienced a slight decline in turnover for the first six months ended 30 June 1999 of 2% from S$7.6 million to S$7.5 million compared to the corresponding period in the previous year. However, net profit before tax of the industrial business increased by 4% in line with better gross margin contribution from the United States operations.The enterprise integration business experienced a decline in turnover in the first six months ended 30 June 1999 of 41% from S$12.8 million to S$7.6 million compared to the corresponding period in the previous year due to a smaller number of milestone projects completed. However, net profit before tax of the enterprise integration business increased by 21% due to completion of milestone projects with higher gross margin and better project cost management.The infrastructure and networking business quadrupled its turnover for the first six months ended 30 June 1999 from S$5.1 million to S$19.8 million compared to the corresponding period in the previous year due to strong growth from networking business derived from government projects. Net profit before tax of the infrastructure and networking business increased by 214% in line with the increase in turnover.
(b) Save as disclosed in paragraphs 1 to 4, 6 to 9, 12, 13, 15 and 16 of this Statement of Material Facts, there have been no material changes in the affairs of the Group since 31 December 1998, being the date to which the last audited accounts of the Company were made up.
- Set out the description, designation and number of shares being offered by the issuer.
18,000,000 new ordinary shares of S$0.05 each in the capital of the Company (the "Placement Shares") representing 7.5% of the issued share capital of the Company as at the date of this Statement will be offered by the Company (the "Private Placement") upon the terms and subject to the conditions of a placement agreement dated 18 January 2000 (the "Placement Agreement") entered into between the Company and Vickers Ballas & Company Pte Ltd (the "Placement Agent"). The Placement Shares, when issued and fully paid, will rank pari passu in all respects with the existing ordinary shares of S$0.05 each in the issued share capital of the Company (the "Shares").
- Set out the offering price, underwriting discounts or commissions and the estimated net proceeds to the issuer on an aggregate basis. If it is not possible to state the offering price or the underwriting discount or commissions, the method by which they are to be determined shall be explained. Give the range of the market price during the previous 90 days.
| Offering price |
: |
S$1.53 for each Placement Share. |
| Underwriting discounts or commission |
: |
2% of the aggregate subscription price for the Placement Shares. |
| Estimated net proceeds |
: |
S$26.7 million |
| Range of market price during the 90 day period immediately precedingthe date of this Statement(17 October 1999 to 17 January 2000) |
: |
S$1.13 to S$1.74 for each Share |
- State the principal purposes for which the estimated net proceeds to be derived by the issuer from the sale of the shares to be offered are intended to be used and the approximate amount intended to be used for each such purpose. If any material amounts of other funds are to be used in conjunction with the proceeds, state the amounts and sources of such other funds.
The net proceeds from the Placement, after deducting estimated expenses of approximately S$0.8 million, will amount to approximately S$26.7 million. Of the total net proceeds, S$22,300,000.00 will be utilised to part finance the Group's proposed acquisition of W-Industries Inc. ("WI") for approximately S$35,000,000.00. The balance of the purchase consideration of approximately S$12,600,000.00 payable by the Group will be funded by the proceeds from the Company's initial public offering in February 1999. The balance of the total net proceeds will be utilised for working capital purposes. The Company expects to seek shareholders' approval for the proposed acquisition of WI on or about 28 February 2000. In the event that shareholders' approval is not obtained for the proposed acquisition of WI, the net proceeds of approximately S$22,300,000.00 will be redeployed for the expansion of the Group's new business operations and markets in Europe, the Middle East, North Asia and America.
WI was incorporated in Texas, United States of America, in 1984, and is an engineering systems integrator which designs, engineers, assembles, programs and installs control and instrumentation systems for specific applications in the upstream offshore oil and gas and process industries. The goal of the Group is to become a world-class industrial system group. This acquisition will help the Group attain that goal. The enlarged entity with greater resources and critical business economies of scale will be in a better position to reach out to global customers requiring total integration services. Pending the deployment of the net proceeds, such proceeds may be placed as deposits with financial institutions or invested in short term money markets or debt instruments or for any other purposes on a short term basis as the Directors may deem fit
- State the place where issuer was incorporated and the date of incorporation.
| Place of incorporation |
: |
Republic of Singapore |
| Date of incorporation |
: |
8 December 1987 |
- Give names and addresses of the directors of the issuer.
- Lim Ming Seong
69 Chartwell Drive
Singapore 558765
- Goh Boon Seong
14 Amber Gardens #17-03
Amber Park
Singapore 439960
- Tan Mok Koon
7 Serangoon North Avenue 1
Singapore 555892
- Low Sek Fun
151D King's Road #24-14
Singapore 268161
- Lee Soo Hoon Phillip
10 Jalan Jendela
Singapore 739691
- Lim Boh Soon
56 Yuk Tong Avenue
Singapore 596357
- Chi Keh-Fei Chris
567-5F, Ming Swei Road
Ta-Chih, Taipei City
Taiwan
Republic of China
- Robert Paul Collins
17 Cedar Lane
Hilton Head Island
SC 29926
United States of America
- State the share and loan capital of the issuer showing in the case of the share capital the authorised share capital and the issued and the paid up capital and in the case of loan capital state the total amount of debentures issued and outstanding at the date of the statement together with rate of interest payable thereon.
As at the date of this Statement :-
Share capital
| Authorised share capital: |
S$30,000,000 divided into 600,000,000 ordinary shares of S$0.05 each |
| Issued and paid-up share capital: |
S$11,957,093.75 divided into 239,141,875 ordinary shares of S$0.05 each |
Loan capital
Nil
- Outline briefly the manner in which the shares offered are to be distributed, giving particulars of any outstanding or proposed underwriting, including the name and address of each underwriter.
The Placement Shares will be subscribed or procured to be subscribed by of the Placement Agent upon the terms and subject to the conditions set out in the Placement Agreement, including the grant of approval in-principle by the SES-ST for the listing of and quotation for the Placement Shares on SGXDAQ.
- Give the profits, prospects and dividends of the issuer and provide the following :-
(a) a tabulation for each of the last five financial years immediately preceding the offer in the following format
The Group
|
Year ended 31 December
|
Profit/(Loss) before tax (S$'000)
|
Profit/(Loss) after tax (S$'000)
|
Extraordinary items (S$'000)
|
Exceptional items (S$'000)
|
Gross earnings/(loss) per Share (cents)
|
Gross rate of dividend (%)
|
|
1994
|
(1,351)
|
(1,351)
|
501
|
Nil
|
(0.7)
|
Nil
|
|
1995
|
262
|
262
|
Nil
|
Nil
|
0.1
|
Nil
|
|
1996
|
807
|
807
|
Nil
|
Nil
|
0.4
|
Nil
|
|
1997
|
4,908
|
4,908
|
Nil
|
Nil
|
2.4
|
Nil
|
|
1998
|
7,429
|
6,028
|
Nil
|
Nil
|
3.0
|
Nil
|
The Group
|
Six months ended 30 June (unaudited)
|
Profit/(Loss) before tax (S$'000)
|
Profit/(Loss) after tax (S$'000)
|
Extraordinary items (S$'000)
|
Exceptional items (S$'000)
|
Gross earnings / (loss) per Share (cents)
|
Gross rate of dividend (%)
|
|
1999
|
4,896
|
3,847
|
Nil
|
Nil
|
1.7
|
Nil
|
The Company
|
Year ended 31 December
|
Profit/(Loss) before tax (S$'000)
|
Profit/(Loss) after tax (S$'000)
|
Extraordinary items (S$'000)
|
Exceptional items (S$'000)
|
Gross earnings / (loss) per Share (cents)
|
Gross rate of dividend (%)
|
|
1994
|
(1,307)
|
(1,307)
|
501
|
Nil
|
(0.6)
|
Nil
|
|
1995
|
496
|
496
|
Nil
|
Nil
|
0.2
|
Nil
|
|
1996
|
1,078
|
1,078
|
Nil
|
Nil
|
0.5
|
Nil
|
|
1997
|
4,773
|
4,773
|
Nil
|
Nil
|
2.3
|
Nil
|
|
1998
|
6,127
|
5,022
|
Nil
|
Nil
|
2.5
|
Nil
|
The Company
|
Six months ended 30 June (unaudited)
|
Profit/(Loss) before tax (S$'000)
|
Profit/(Loss) after tax(S$'000)
|
Extraordinary items(S$'000)
|
Exceptional items(S$'000)
|
Gross earnings/(loss) per Share(cents)
|
Gross rateof dividend (%)
|
|
1999
|
4,817
|
3,915
|
Nil
|
Nil
|
1.7
|
Nil
|
Note : - For comparative purposes, the earnings per Share for FY 1994 to FY 1998 have been computed based on the profit after taxation and minority interest but before extraordinary item and the pre-invitation share capital of the Company of 203,141,875 Shares. The earnings per Share for the six months ended 30 June 1999 have been computed based on the weighted average share capital of 233,141,875 Shares.
(b) a statement as to the financial and trading prospects of the corporation or group, together with any material information which will be relevant thereto, including all special trade factors or risks (if any) which are unlikely to be known or anticipated by the general public and which could materially affect the profits; and
On 5 August 1999, an announcement was made by the Company in relation to the Memorandum of Understanding entered into between the Company, Mr Wong Sing Lam, Walden Group and IPACS Asia Pte Ltd ("IPACS") relating to the proposal for the Company to acquire a 45% shareholding interest in IPACS. As the Company is currently conducting its due diligence exercise over IPACS and does not expect the due diligence exercise to be completed by end January 2000, the acquisition of IPACS is not expected to be completed by end January 2000. Barring unforeseen circumstances, the Directors expect the performance of the Group for the second half of FY 1999 to be maintained as compared to the first half.The Directors are not aware of any special trade factors or risks which are unlikely to be known or anticipated by the general public and which could materially affect the profits of the Company or the Group.
(c) a statement by the directors that in their opinion the working capital available is sufficient, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.
The Directors are of the opinion that, after taking into consideration the present banking facilities and net proceeds of the Placement, the Group has sufficient working capital to meet its present requirements.
- Give the number of shares of the issuer owned by each substantial shareholder as defined in section 81 of the Act.
The substantial shareholders of the Company and the number of Shares held by them as recorded in the Register of Substantial Shareholders maintained by the Company pursuant to Section 88 of the Companies Act as at 11 January 2000 (being the latest practicable date before the date of this Statement) are as follows:-
| � |
Number of Shares
|
|
Name
|
Shareholdings registered in the name of the Substantial Shareholders or their Nominees
|
Shareholdings in which Substantial Shareholders are deemed to have an interest
|
Total interest (%)
|
|
Dinervest Investments Pte Ltd
|
88,719,000
|
-
|
37.1
|
|
Temasek Holdings (Private) Limited
|
-
|
92,101,750
|
38.51
|
|
Singapore Technologies Pte Ltd
|
-
|
91,377,750
|
38.21
|
|
Singapore Technologies Holdings Pte Ltd
|
-
|
91,377,750
|
38.21
|
- Give a brief statement of any material legal proceedings to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Make a similar statement as to any such proceedings known to be contemplated._
The Directors are not aware of any litigation or arbitration to which the Company or any of its subsidiaries is a party or of which any of their respective properties is the subject or which is contemplated, the outcome of which in the opinion of the Directors would have a material and adverse effect on the financial position of the Company and its subsidiaries taken as a whole.
- State the prices at which shares of the issuer have been issued for cash or traded within the 12 months immediately preceding the date of this statement. For shares which have been traded, give price ranges and volume traded for each of those months and for shares which have been issued during those months, state the number of shares issued at each price. If any shares have been issued for services, state the nature and value of the services and give the name and address of the person who received the shares.
The price range and volume of Shares of the Company traded on the SES-ST from 10 February 1999 (being the date of admission of the Company to SGXDAQ) to December 1999 are as follows :-
| � |
Low
S$
|
High
S$
|
Volume
'000
|
|
1999
December (b)
|
1.210
|
1.440
|
39,244
|
|
November (b)
|
1.210
|
1.530
|
7,670
|
|
October (a)
|
1.130
|
1.370
|
5,317
|
|
September (a)
|
1.290
|
1.660
|
5,092
|
|
August (a)
|
1.930
|
1.880
|
12,201
|
|
July (a)
|
1.460
|
2.120
|
19,379
|
|
June(a)
|
1.550
|
1.940
|
40,711
|
|
May(a)
|
0.600
|
1.870
|
151,894
|
|
April(a)
|
0.440
|
0.680
|
106,914
|
|
March(a)
|
0.385
|
0.465
|
26,948
|
|
February(a)
|
0.350
|
0.440
|
31,596
|
| Source: |
(a) The Singapore SES-ST Journal |
|
(b) The Singapore SES-ST web-site |
Save as disclosed below, the Company has not issued any Shares for cash during the 12 months immediately preceding the date of this Statement. No Shares have been issued for services within the 12 months immediately preceding the date of this Statement.
- Give the dates and parties to and the general nature of every material contract entered into by the issuer not being a contract entered into in the ordinary course of business carried on or intended to be carried on by the issuer or a contract entered into more than two years before the date of the issue of this statement.
- The dates of, parties to and general nature of all material contracts entered into by the Company, not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company, within the two preceding years are as follows :-
(i) a joint venture agreement dated 25 February 1998 between (1) the Company on the one part, and (2) Chew Wu Hee, Goh Kheng Thong and Ng Yoke Fung on the other part. The joint venture agreement is to provide for the joint venture by the parties through a joint venture company, Myers Systems Pte Ltd ("Myers");
(ii) a sale and purchase agreement (the "S&P Agreement") dated 31 July 1998 between (1) Insyst Consultancy International Pte Ltd, Visiontrust Pte Ltd, Solutions Delivery Pte Ltd, Singatrust Pte Ltd and Chia Mae Mae ("CMM") on the one part, (2) Manufacturing Information Technology Pte Ltd ("MIT") on another part, and (3) the Company on the third part. The S&P Agreement is for the sale by MIT of 4,900,000 ordinary shares of $0.10 each in CIM Infotech Pte Ltd ("CIM Infotech") (representing all the issued and paid up capital of CIM Infotech) to the Company. The consideration for the sale and purchase is $950,000 (the "Consideration"). Of the Consideration, $95,000 (the "CIM Employees Sum") is to be paid to the CIM Employees viz. Ng Tian Poh, Danny Ong Meng Hwee, Chung Meng Chai, Elton Loh Chien Liang, Choo Weng Cheong, Ang Gim Chong and Kung Hsiu Lin. The remaining $855,000 shall be payable to MIT. Out of this, $150,000 shall be paid to MIT on 31 January 1999 (or such other date as the Company and MIT may agree). Interest at 4 per cent. per annum is chargeable for the period from the due date of this sum to the date of its actual payment. The remaining sum of $705,000 will be paid on 31 July 1998. Of this $705,000, $100,000 (the "CMM Sum") will be held in escrow pending the subscription in cash by CMM of shares in the Company;
(iii) an escrow agreement dated 31 July 1998 ("Escrow Agreement") between (1) CMM, (2) the Company, and (3) Chia Wong Consultants Pte Ltd (the "Escrow Agent"). This agreement is entered into pursuant to the S&P Agreement. Under the Escrow Agreement, CMM would deliver the CMM Sum to the Escrow Agent. The Escrow Agent is to make payment of the CMM Sum to CMM together with interest thereon upon receipt of a written notice signed by the Company that the Company has received a written application from CMM for the allotment and issue of shares in the Company (the "CMM Shares");
(iv) a subscription agreement dated 31 July 1998 between (1) the CIM Employees on the one part, and (2) the Company on the other part. The subscription agreement is for the subscription in cash for 6,333 new ordinary shares in the Company by the CIM Employees;
(v) an asset purchase agreement dated 4 November 1998, as amended by an amendment to the asset purchase agreement dated 4 December 1998 ("Asset Purchase Agreement"), between (1) CSE Systems & Engineering (America) Inc. ("CSE America"), and (2) Praxis, wherein CSE America acquired from Praxis all of Praxis' right, title, and interest in a software programme known as "Praxis Gas Accounting System" copyrighted by Praxis with the United States Patent and Trademark Office in 1997 (the "P-GAS Software"), as well as, among other things, the copyright for the P-GAS Software, licensing rights, source codes, all causes of action and rights of recovery for past infringement and all other intellectual property rights (as defined in the agreement) pertaining to the P-GAS Software;
(vi) a sale and purchase agreement dated 1 December 1998 between (1) the Company and (2) Chew Wu Hee pursuant to which the Company acquired the remaining 60 per cent. interest in the share capital of Myers held by Chew Wu Hee for a total consideration of $360,000;
(vii) the management and underwriting agreement dated 29 January 1999 made between (1) the Company, (2) each of Tan Mok Koon, Salil Gopinath, Eric Chew Seen Kheng, Ong Khay Kern, Teo Kit Choon, Tiong Kuok Thai, Wong Yon Ching, Low Sek Fun and Dinervest Investments Pte Ltd (collectively, the "Vendors"), (3) Overseas Union Bank Limited ("OUB") and (4) Vickers Ballas & Company Pte Ltd ("VB") pursuant to which the Company appointed OUB and VB to manage the invitation (the "Invitation") by the Company in respect of 48,000,000 new ordinary shares of $0.05 each in the capital of the Company (the "Invitation Shares") and to underwrite a minimum of 24,000,000 Invitation Shares;
(viii) the placement agreement dated 29 January 1999 made between (1) the Company, (2) each of the Vendors, (3) OUB and (4) Vickers Ballas & Company Pte Ltd pursuant to which OUB and VB agreed to subscribe for and/or purchase or procure subscribers and/or purchasers for 24,000,000 Invitation Shares;
(ix) the letter dated 29 January 1999 from OUB to the Company pursuant to which OUB was appointed the receiving banker in relation to the Invitation;
(x) a depository agreement dated 29 January 1999 between the (1) the Company, and (2) The Central Depository (Pte) Limited ("CDP") pursuant to which CDP agreed to act as depository for the Company;
(xi) a joint venture agreement dated 12 October 1999 between RMC Group and the Company relating to the joint venture to establish Solutions Exchange, Inc.;
(xii) a conditional sale and purchase agreement dated 18 January 2000 between the Company and each of Walter R. Wooten, John W. White, Kenneth W. Castlebury, T.L. (Rick) Lynn and Kenneth W. Oliver relating to the sale and purchase by the Company of the entire shareholding in W-Industries Inc. for a consideration of US$15,000,000.00 in cash and an assumption of approximately US$6,000,000.00 of shareholders' loan in W-Industries Inc; and
(xiii) a placement agreement dated 18 January 2000 between the Company and the Placement Agent pursuant to which the Placement Agent agreed to subscribe for, or procure subscriptions for, the Placement Shares.
- Give particulars of any other material facts relating to the shares proposed to be offered and not disclosed pursuant to items 1 to 13.
Saved as disclosed in this Statement, the Directors are not aware of any other material facts relating to the Placement Shares.
- Give the last audited balance sheet of the issuer.
Please refer to the attached balance sheet.
- Give a table or statement indicating:-
(a) the net asset backing per share of the issuer as at the date of the last audited accounts; and
(b) the effect of the issue on the net asset backing per share.
The net asset backing per Share ("NAV") of the Company is as follows :-
| � |
As at 31 December 1998
|
Before
(a) Private Placement
|
After
(b) Private Placement(c)
|
|
NAV
|
S$0.068
|
S$0.058
|
S$0.158
|
Notes:-
(a) Calculated based on audited accounts as at 31 December 1998 and share capital of 203,141,875 Shares.
(b) Calculated based on audited accounts as at 31 December 1998 and the enlarged share capital of 239,141,875 Shares including the 36,000,000 Invitation Shares.
(c) Calculated based on the enlarged share capital of 257,141,875 Shares including the 36,000,000 Invitation Shares and the 18,000,000 Placement Shares.
The effect of the Private Placement and the proposed acquisition of W- Industries Inc. by the Company on the net tangible assets ("NTA") of the Group based on the unaudited balance sheet as at 30 June 1999 is as follows:
| � |
No. of Shares NTA per Share
|
| � |
S$
|
� |
S$
|
|
Consolidated NTA as at 30 June 1999
|
30,753,768
|
239,141,875
|
0.13
|
|
Net Proceeds from the Private Placement
|
26,713,800
|
18,000,000
|
� |
|
Adjusted NTA after the Private Placement
|
57,467,568
|
257,141,875
|
0.22
|
|
Purchase consideration for theacquisition of shares in the capitalof W-Industries Inc.*
|
(24,900,000)
|
� |
� |
|
Less: NTA of W-Industries Inc.*
|
33,200
|
� |
� |
|
Adjusted NTA after the Private Placement and acquisition of shares in the capital of W-Industries Inc.
|
32,600,768
|
257,141,875
|
0.13
|
* Assumes US$/S$ exchange rate of 1.00 : 1.66
Dated this 18th day of January 2000.
The foregoing constitutes full and true disclosure of all material facts relating to the Placement Shares offered by this Statement of Material Facts.
| original signed
_________________________
TAN SAN JU
JOINT COMPANY SECRETARY
|
|
|
|
FOR AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
CSE SYSTEMS & ENGINEERING LTD
|
|
|
original signed
__________________________
LIM MING SEONG
CHAIRMAN
|
original signed
____________________________
TAN MOK KOON
MANAGING DIRECTOR
|
To the best of our knowledge, information and belief, the foregoing constitutes full and true disclosure of all material facts relating to the Placement Shares offered by this Statement of Material Facts
.oiginal signed
___________________________
EDMUND LEE
MANAGING DIRECTOR
FOR AND ON BEHALF OF
VICKERS BALLAS & COMPANY PTE LTD
APPENDIX -BALANCE SHEET
| � |
Group
|
Company
|
| � |
1998
$
|
1997
$
|
1998
$
|
1997
$
|
|
Fixed Assets
|
908,573
|
589,035
|
391,104
|
442,166
|
|
Subsidiary companies
|
-
|
-
|
3,183,310
|
727,634
|
|
Associated company
|
127,394
|
127,318
|
125,325
|
125,325
|
|
Intangible assets
|
1,082,756
|
-
|
162,430
|
-
|
|
Current Assets
|
� |
� |
� |
� |
|
Projects-in-progress
|
10,631,474
|
8,320,810
|
10,290,371
|
8,320,810
|
|
Trade debtors
|
13,545,673
|
9,239,689
|
9,486,015
|
8,493,437
|
|
Other debtors, deposits and prepayments
|
528,974
|
235,268
|
297,921
|
127,477
|
|
Amounts due from subsidiary companies
|
-
|
-
|
3,245,773
|
1,079,231
|
|
Amounts due from associated company
|
163,577
|
4,127
|
163,577
|
4,127
|
|
Amounts due from related companies
|
2,801,650
|
1,010,483
|
2,801,650
|
1,010,483
|
|
Fixed deposits
|
1,326,400
|
-
|
1,326,400
|
-
|
|
Cash and bank balances
|
2,084,357
|
2,607,064
|
1,001,311
|
2,211,142
|
| � |
31,082,105
|
21,417,441
|
28,613,018
|
21,246,707
|
|
Current liabilities
|
� |
� |
� |
� |
|
Trade creditors and accruals
|
10,771,718
|
7,978,471
|
9,717,603
|
7,894,542
|
|
Bank loan, unsecured
|
2,000,000
|
-
|
2,000,000
|
-
|
|
Projects-in-progress
|
3,342,911
|
2,108,382
|
2,241,582
|
2,005,930
|
|
Amounts due to intermediate holding company
|
499,357
|
3,362,673
|
499,357
|
3,362,673
|
|
Amounts due to subsidiary companies
|
-
|
-
|
1,441,538
|
155,640
|
|
Amounts due to associated company
|
-
|
46,807
|
-
|
46,807
|
|
Amounts due to related companies
|
67,672
|
53,809
|
67,672
|
53,809
|
|
Provision for warranties
|
1,680,157
|
1,379,029
|
1,555,369
|
1,340,029
|
|
Provision for tax
|
1,267,281
|
-
|
1,060,000
|
-
|
| � |
19,629,096
|
14,929,171
|
18,582,581
|
14,859,430
|
| � |
� |
� |
� |
� |
|
Net current assets
|
11,453,009
|
6,488,270
|
10,030,437
|
6,387,277
|
| � |
13,571,732
|
7,204,623
|
13,892,606
|
7,682,402
|
|
Capital and reserves Share capital
|
1,625,135
|
1,565,652
|
1,625,135
|
1,565,652
|
|
Share premium
|
1,248,276
|
119,880
|
1,248,276
|
119,880
|
|
Revenue reserve
|
10,631,337
|
5,449,493
|
11,019,195
|
5,996,870
|
|
Foreign currency translation reserve
|
66,984
|
69,598
|
-
|
-
|
| � |
13,571,732
|
7,204,623
|
13,892,606
|
7,682,402
|
Submitted by Yvonne Choo, Company Secretary on 18/1/2000 to the SGX
|
