Type : Announcement
Subject : ANNOUNCEMENT PURSUANT TO PRACTICE NOTE NO. 17/2005 OF THE
LISTING REQUIREMENTS ("FIRST ANNOUNCEMENT")
Contents :
1. Introduction
In accordance with Practice Note No. 17/2005 ("PN17") and Paragraph
8.14C of the Listing Requirements ("LR") of Bursa Malaysia
Securities Berhad ("Bursa Securities"), PECD Berhad ("PECD" or "the
Company") hereby announces that it is an Affected Listed Issuer
pursuant to PN17 as the Company has a deficit in its unaudited
adjusted shareholders’ equity on a consolidated basis of RM 914.9
million as at 31 December 2007.
2. Review of Recent Performance
For the current year-to-date, PECD Group recorded revenue and loss
before tax of RM376.2 million and RM1.1 billion respectively as
compared to RM1.4 billion and losses of RM128.7 million respectively
in the corresponding preceding period.
The poor performance for the year is mainly attributed to the
combined effects of provisions on project claims and significantly
lower revenue due to the completion of the Prince Court Hospital
Project in November 2006, and the finalisation of several hotel and
residential projects in Dubai during the year. Furthermore, the
Sudan Marine Terminal Project also experienced major delays and
project variations which resulted in losses for the Group.
PECD in its quest for growth had ventured into foreign markets. This
led to the aggressive bidding activities in these foreign markets,
namely Sudan and Dubai which in turn culminated in fixed price
contracts on the abovementioned projects. Due to the nature of such
fixed-price contracts, invariably and inevitably, PECD as
contractors had to absorb the brunt of inadvertent design,
specification and project management oversights, as well as the
usual and expected variation orders. The Group’s position was
further exacerbated by unanticipated escalations of raw material
prices and difficult ‘on-the-ground’ conditions in Sudan and Dubai.
Finally, the systemic weakening of the US dollar relative to the
Ringgit, added to the Group’s woes. In conclusion, the financial
results are indicative of the major difficulties in operating in
foreign markets
In the meantime, PECD has submitted significant claims on
cost-overruns and variations based on PECD’s understanding of its
legal right and recourse in these jurisdictions. PECD is confident
on its position with respect to these claims and its rights and
recourses moving forward, despite the fact that such claims are
being contested.
Because of the protracted nature of negotiations in settling these
claims, PECD has decided to adopt a prudent stance and make
provisions for the claims of its projects. Nonetheless, these
prudential provisions will in no way undermine PECD’s confidence of
its legal position and rights. PECD will execute its best endeavours
in realizing the project claims, and be fully committed to maximize
a positive resolution to these claims.
3. Future Prospects
With the Group’s experience in Dubai and Sudan, the Group has taken
an introspective review of its performance for the past 3 years, in
particular, its performance in overseas projects.
Therefore, the PECD Group will re-focus its attention on the local
market and re-establish its reputation as the preferred engineering
and construction firm in Malaysia. PECD intends to leverage on the
significant experience that the Group has in undertaking the
following industry sub-sectors in the construction and engineering
industry;
| 1.
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Water and waste-water
(i.e. Treatment plants, pipe laying etc.) |
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| 2.
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Energy-related fabrication
and maintenance projects especially in the Oil and Gas
sector and Electricity Generation sector. |
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| 3.
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Highway and toll-road
construction |
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| 4.
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Other water
infrastructure; (e.g. specialized flood mitigation
projects) |
Therefore, PECD Group will
immediately consolidate on its strengths and rebuild its competency
base and execution capability in the above sub-sectors, and be
purely focused on Malaysia projects. This strategy is directly
consistent with the Government’s development plans on the identified
development corridors of; Iskandar Development Region, Northern
Corridor, Eastern Corridor, SCORE (Sarawak) and Sabah Development
Corridor with a combined potential development value of RM834
billion over a 20-year period. The Group’s aim is to actively
participate in these future projects and have already begun focusing
efforts to rebuild the Group’s order book in this regard.
Currently, the Group’s order book stands at RM123 million. This does
not include an additional two new projects which are expected to be
confirmed and launched in the Quarter 2 of 2008.
The Group is also currently undertaking a major debt restructuring
exercise to improve its financial position and to strengthen its
capacity and footing to bid for new projects. The proposed financial
restructuring plan is currently being developed and as soon as it is
finalized, PECD shall immediately notify creditors to initiate
discussions.
The Board of PECD is confident that the restructuring plan will be
successful. The Group will then emerge leaner and stronger, with a
sound balance sheet to execute the future order book. In the
meantime, the Group is continuing with its efforts to rationalize
its own cost structure, improve cash flows and operational margins.
The above prospects of PECD is charted by the new management team,
Board members and the new substantial shareholder of the Group which
assumed its shareholding in PECD, at the end of the first quarter of
2007. This existing largest shareholder of the Group is committed to
the debt restructuring exercise and the future of the Group. Their
unwavering support was exemplified by their injection of cash during
the PECD’s recent rights issuance in November 2007 of RM37.5 million
and RM30 million of advances in April/May 2007. The subscription of
the rights issue also demonstrated other shareholders’ support of
the Group, manifesting in a cash injection of RM66.7 million
additional to the injection by the largest shareholder. Given the
significant financial support already given, the substantial
shareholder is determined to not only ensure a successful
restructuring but also a robust pipeline of projects to secure the
future of the Group.
4. Obligations of PECD Berhad as
an Affected Listed Issuer
In accordance with PN17, PECD is required to comply with the
following requirements:-
|
(a) |
submit a
plan as defined in Paragraph 8.14C(3) of the LR ("Regularisation
Plan") to the relevant authorities for approval or,
where the relevant authorities' approval are not
required, obtain all other approval necessary for the
implementation of the Regularisation Plan within 8
months from the date of this First Announcement
("Submission Timeframe"); |
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(b) |
implement
the Regularisation Plan within the timeframe stipulated
by the relevant authorities or where no timeframe has
been stipulated or allowed by the relevant authorities,
within the timeframe stipulated by Bursa
("Implementation Timeframe"); |
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(c) |
announce
the status of its Regularisation Plan on a monthly basis
until further notice from Bursa; and |
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(d) |
announce
its compliance or non-compliance with a particular
obligation imposed pursuant to PN17 on an immediate
basis. |
5. Consequences of
Non-Compliance
In the event PECD fails to comply with the obligation to regularise
its condition, all of its listed securities shall be suspended from
trading on the 5th market day after expiry of the Submission
Timeframe or Implementation Timeframe, as the case may be, and
de-listing procedures shall be commenced against PECD.
6. Status of Plan to Regularise Condition
The Company must now submit the Regularisation Plan as defined in
paragraph 8.14C(3) of the Bursa LR to the relevant authorities for
approval or, where the relevant authorities’ approvals are not
required, obtain all other approvals necessary for the
implementation of the Regularisation Plan within 8 months from the
date of this announcement. The Board of Directors of PECD, together
with the Company’s appointed specialist advisers, are currently
deliberating on the possible plans to regularise PECD’s condition
and shall announce the plan to Bursa upon finalisation.
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