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Wearnes Intl (1994)
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(Post 1 of 52)   12/12/1999.15:16:00
Author :
Eka
Wearnes Int'l yr to Sept net profit pre-extras 5.76 mln sgd vs 3.30 mln

Wearnes International (1994) Ltd, year to September results:

Net profit pre-extras - 5.76 mln sgd vs 3.30 mln

Extraordinary loss 319,000 sgd vs gain 26.43 mln

Net profit - 5.44 mln sgd vs 29.73 mln

Sales - 237.41 mln sgd vs 240.04 mln

Pre-tax profit - 8.04 mln sgd vs 6.02 mln

EPS - 3.0 cents vs 1.7

Interim div - 1.75 cents vs 1.25

The company said it expects pretax profit to be higher in the current financial year. Demand for the company's telecommunication and systems integration products and services is expected to rise and mineral products operations are expected to be profitable this year.

In the year recently ended, all businesses performed better except for mineral products and property. Investment income was also higher.

Second half results improved due to the successful launch of the S-Type Jaguar and completion of technical projects in Malaysia.

Turnover in the automotive business fell slightly to 120.13 mln sgd from 121.78 mln but pretax profit rose to 5.01 mln from 4.84 mln.

In the telecommunications, technical and consumer business, sales were 114.22 mln sgd compared to 115.56 mln previously and the pretax profit was 2. 26 mln sgd, up from 1.67 mln.

Mineral products and property turnover rose to 3.05 mln sgd from 2.7 but a pretax loss of 1.23 mln compared to a 138,000 profit previously.

(Post 2 of 52)   12/20/1999.09:42:00
Author :
Warren
Oldtimer your wrote "on Monday, December 20, 1999 - 12:37 am: Hi Folks, Since WBL has surged to a new high, i am condidering of buying Wearnes Int. WBL has a controlling interest in Wearnes Int, any opnion or advise from people line Upjones, Oldman, Mccool kind doctor, Hkinvestor, and others. Thanks in advance. Have a Great Day "

Not many analyst cover this stock because of its illiquidity. That in turn robs the stock of much needed attention and further saps liquidity. Pity.

I have always liked this stock as a laggard play of "fallen angels", and as the recent results will testify, the company is sound. I understand the company is in a cash-rich position and therefore quite capable of exciting investment opportunities in due course.

The coming out of hibernation of the Wearnes management to speak to analysts and the press, and the resultant skyrocket of the mother shares
shows the market is receptive to a good story. Reading the comments section of the recent results further reinforces my view that there is background activities at Wearnes International and that things are a foot here which could see a surprise run-up one of these day.

Ideal for CPF investors!

(Post 3 of 52)   12/20/1999.09:53:00
Author :
Honestguy
Some old articles from Business Times for the file: BUSINESS TIMES (SINGAPORE) 01/10/98
===============================================
By Christopher Tan.
[SINGAPORE] Diversified Wearnes International is spending about S$4 million to add 50 per cent more capacity to premises occupied by Malayan Motors, its car distribution unit in Leng Kee Road.

Work is underway to transform a two-storey complex next door, formerly occupied by Far East Motor (a Wearnes unit that distributes Volvo
commercial vehicles), and to link it up with Malayan Motors' existing facility.

When ready in December, Malayan Motors will have a dedicated showroom to house Rolls-Royce and Bentley, while its current premises will be devoted entirely to Jaguar and Daimler. The completed complex will have a built-up area of 65,900 sq ft, up from 42,500 sq ft now. It sits on leasehold land with about 53 years left to go.

Revealing details of the move, Malayan Motors general manager Barry Kan said the extra space would come in handy as a wider range of products come on stream in the next few years. For instance, Jaguar Cars will soon unveil a mid-size sedan to rival cars like the BMW 5-series and Mercedes-Benz E-class.

Following that, a "baby" version is expected to go head on with the 3-series. A roadster-type model is also said to be planned. From Rolls-Royce and Bentley, the new owners (BMW and Volkswagen) will be expanding on the line-up to include smaller models, which are expected to
be introduced as early as 2002.

On the decision to build now, Mr Kan said the project was "timed for the downturn" for "better rates". Apparently, when it wanted to do it last
year, Wearnes was quoted S$6 million for the works - or one-third more than the current cost.
Commenting on the current prospects, Mr Kan said: "Before the May incident in Indonesia, interest was still there. Now the Indonesians, who make up
the bulk of our clientele, are staying away."
Meanwhile, the Volvo commercial vehicle business has been relocated to Jurong.

Wearnes International is a Sesdaq-listed subsidiary of WBL Corp. Late last year, it deferred a plan to upgrade to the mainboard in view of weak market conditions.
---------------------------------------------
BUSINESS TIMES (SINGAPORE) 17/12/1998
By Eugene Low.

DIVERSIFIED Wearnes International suffered a 76 per cent drop in profit from S$14 million to S$3.3 million for the year ended Sept 30. Turnover of the Sesdaq-listed group was S$240 million -44 per cent off the previous year's S$426.8 million.

Wearnes International - a subsidiary of WBL Corp - attributed the decline to volatile regional currencies and economies which adversely affected its activities. It said luxury car sales in Thailand, Taiwan and Singapore, as well as
mobile telephone sales in Malaysia, were significantly lower.

Another reason for the fall in revenue was the consolidation of only 49 per cent of the turnover of joint-venture company O'Connor's Properties Sdn Bhd compared to 100 per cent in FY1997.
Wearnes International also reported a S$26.4 million extraordinary item consisting mainly of a gain of S$31.5 million from the disposal of its 51
per cent stake in O'Connor's Corporation Bhd. This was offset by a S$4.1 million loss from the discontinuation of certain activities.

Earnings per share on a fully diluted basis was 1.7 cents compared to 7.2 cents the previous year.
Net tangible assets per share was 88.5 cents, up from last year's 75.5 cents. A final dividend rate of 2.5 per cent per ordinary share less tax - the same as last year - was recommended.
The group said the automotive and equipment division will continue to be affected by the economic slowdown, but the launch of the more affordable Jaguar S-Type saloon should provide some respite by attracting a wider segment of car buyers.

The telecommunications, technical and consumer division will continue to face intense pressure on margins but should benefit from the increased
activity in infrastructure projects and the downsizing of some unprofitable consumer product businesses, it added.
----------------------------------------
WEARNES INTERNATIONAL (1994) LIMITED RESULTS FOR THE FULL YEAR ENDED 30 SEPTEMBER 1998


23 December 1998

Stock Exchange of Singapore Ltd
20 Cecil Street #26-01/08
The Exchange
Singapore 049705

Attention: Mr Ho Yew Mun

Dear Sirs

WEARNES INTERNATIONAL (1994) LIMITED RESULTS FOR THE FULL YEAR ENDED 30 SEPTEMBER 1998

We refer to your letter of 21 December 1998 in which you sought elaboration and further information on the following:-

1. Current Year's Prospects

In the announcement of our results for the full year ended 30 September 1998 (FY98), we stated that "Barring any unforeseen circumstances, the
Group expects to achieve satisfactory results in FY99". We confirm that we expect our Group profit before taxation to improve in FY99.

2. Segmental Results
"Malaysia and Others"

By Geographical Location

Group Turnover Group Profit Before Tax 1998 1997 1998 1997
Malaysia 51,022 164,991 2,183 15,831
Australia 3,757 6,496 (1,403) (1,474)
Taiwan 24,483 27,874 720 1,196
Others 2,811 15,274 41 553
Total 82,073 214,635 1,541 16,106

As indicated in our announcement on 16 December 1998 of our results for FY98, we expect our Australian operations to start contributing in FY99.

Yours faithfully
WEARNES INTERNATIONAL (1994) LIMITED

Ong Kim Teck
Secretary

Submitted by Ong Kim Teck, Secretary on 23/12/1998 to the SES

(Post 4 of 52)   12/20/1999.16:04:00
Author :
Oldtimer
Warren thanks for your info.
Have a Great Day

(Post 5 of 52)   12/21/1999.12:38:00
Author :
Helen
I have been wondering, could Wearnes Int. face the same fate as C&C? Could what D&C did be something that might become somewhat of a trend in the auto industry? I remember a number of years back, the principals of high end cosmetics and branded goods started taking back their licences and operating direct. Started with one and others followed.

(Post 6 of 52)   01/25/2000.04:11:00
Author :
Eka
WEARNES INTERNATIONAL (1994) LIMITED

Wearnes International (1994) Limited ("the Company") wish to announce that:

(i) Wearnes Automotive & Equipment Pte Ltd, a wholly-owned subsidiary, has acquired from WBL Corporation Limited ("WBL"), a substantial shareholder of the Company, 100,000 ordinary shares of $1.00 each in Wearnes Motors Pte Ltd ("WM") for $157,080.00; 50,000 ordinary shares of $1.00 each in Wearnes Far East (Pte) Ltd ("WFE") for $41,696.00; and 50,000 ordinary shares of S$1.00 each in Wearne Brothers Trading (Private) Limited ("WBT") for $269,955.00.


(ii) Wearnes Brothers (1983) Sdn Bhd, a wholly-owned subsidiary, has acquired from WBL 2 ordinary shares of RM1.00 each in Far East Motors Malaysia Sdn Bhd ("FEM") for RM2.00.

The considerations for the acquisition of WM, WFE, WBT and FEM ("the Acquisition"), were based on the net tangible asset of each of these companies as at 31 December 1999. After the Acquisition, which was financed from internal resources of the Group, WM, WFE, WBT and FEM are now wholly-owned subsidiaries of the Company.

WM, WFE, WBT and FEM are all dormant companies and they are acquired for future activities in the Automotive and Equipment Division of the Group.

The Acquisition will have no significant effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

Except for Mr Soh Yew Hock who is a director of WM, WFE, WBT and FEM, and Mr Lee Geok Tian who is a director of FEM, none of the directors has any interest, direct or indirect, in the Acquisition. Except for WBL, no other substantial shareholders of the Company has any interest, direct or indirect, in the Acquisition.

Submitted by Ong Kim Teck, Secretary on 24/01/2000 to the SES

(Post 7 of 52)   05/25/2000.00:56:00
Author :
Eka
Wearnes H1 to March net profit 3.0 mln sgd vs 2.088

SINGAPORE (AFX-ASIA) - Wearnes International (1994) Ltd first half to March results:

Net profit - 3.0 mln sgd vs 2.088 mln

Pre-tax profit - 4.863 mln sgd vs 3.193 mln

Revenue - 148.374 mln sgd vs 98.308 mln

EPS - 1.5 cents vs 1.1

Wearnes, a unit of WBL Corp Ltd, was untraded.

mbe/fr

AFN AXE35-24May00 11:01 GMT

AFX ; ASIA ;

(Post 8 of 52)   11/02/2000.01:04:37
Author :
Eka
Wearnes International buys 30 pct stake in PT Grandauto for 900 mln rupiah

SINGAPORE (AFX-ASIA) - Wearnes International (1994) Ltd said it has bought a 30 pct stake in PT Grandauto Dinamika, which distributes Jaguar and Rolls Royce cars in Indonesia, for 900 mln rupiah.

(Post 9 of 52)   11/02/2000.03:15:26
Author :
Eka
ACQUISITION OF 30 PERCENT INTEREST IN P.T. GRANDAUTO DINAMIKA

Wearnes International (1994) Limited (the "Company") wishes to announce that Wearnes Automotive & Equipment Pte Ltd ("WAE"), a wholly-owned subsidiary of the Company, has acquired 900 shares of Rp1 million each in P.T. Grandauto Dinamika ("GD") for a cash consideration of Rp900 million (S$191,700) ("the Acquisition") on a willing buyer and willing seller basis. GD is a company incorporated in Indonesia and is primarily involved in the distribution of Jaguar and Rolls-Royce cars in Indonesia.

The Acquisition, which was financed by internal resources of the Group, represents 30% of the share capital of GD and will have no significant effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Acquisition.

Submitted by Ong Kim Teck, Secretary on 01/11/2000 to the SGX

(Post 10 of 52)   12/20/2000.23:06:58
Author :
Sipost
Wearnes Intl To Buy SM Motors For S$47.5M

Source : Dow Jones 20/12/2000 18:22

SINGAPORE (Dow Jones)--Singapore's Wearnes International (1994) Ltd. (P.WNS) said Wednesday its unit Wearnes Automotive & Equipment Pte. Ltd. will acquire SM Motors Pte. Ltd., a car distributor, for S$47.5 million in cash.

Wearnes Automotive & Equipment has entered into a conditional sale and purchase agreement with Lim Kee Ming, Lim Kee Hock, and SM Holdings Pte. Ltd. to purchase 15 million ordinary shares of SM Motors for S$28.5 million. The shares represent a 60% stake in SM Motors.

The company has also signed a deal to buy another 10 million ordinary shares, or 40% of SM Motors, from Volvo East Asia Pte. Ltd. for S$19 million.

Wearnes International said it will finance the purchase with internal resources and bank borrowings.

The acquisition is expected to have a positive effect on the future earnings of the group, said Wearnes International.

Explaining the rationale for the acquisition, Wearnes International said SM Motors' Volvo range of cars will complement the Jaguar, Rolls Royce, and Bentley range of cars that Wearnes Automotive & Equipment currently represents.

The deal will also enable the latter to offer a "significantly broader range of products" to a wider sector of the car market.

(Post 11 of 52)   12/20/2000.23:19:33
Author :
Sipost
PROPOSED ACQUISITION OF 100 PER CENT INTEREST IN SM MOTORS PRIVATE LIMITED BY WEARNES AUTOMOTIVE & EQUIPMENT PTE LTD, A WHOLLY-OWNED SUBSIDIARY OF WEARNES INTERNATIONAL (1994) LIMITED

WBL Corporation Limited ["WBL"] is pleased to announce that Wearnes Automotive & Equipment Pte Ltd ["WAE"], a wholly-owned subsidiary of Wearnes International (1994) Limited ["WIL"] which in turn is a 87.13% subsidiary of WBL listed on SESDAQ, had on 20 December 2000 entered into:-

(i) a conditional sale and purchase agreement with Lim Kee Ming, Lim Kee Hock and SM Holdings Pte Ltd [the "Lim S&P Agreement"] to purchase an aggregate of 15 million ordinary shares of S$1.00 each in the share capital of SM Motors Private Limited ["SMM"], representing 60 per cent of the issued and paid-up share capital of SMM, for an aggregate cash consideration of S$28.5 million [the "Lim Consideration"]; and

(ii) a conditional sale and purchase agreement with Volvo East Asia Pte Ltd [the "Volvo S&P Agreement"] to purchase 10 million ordinary shares of S$1.00 each in SMM, representing 40 per cent of the issued and paid-up share capital of SMM, for an aggregate cash consideration of S$19 million [the "Volvo Consideration"].

INFORMATION ON SMM

SMM was incorporated in Singapore on 27 September 1978. SMM is primarily engaged in the distribution and rental of the "Volvo" range of motor vehicles and the provision of related services. As at the date of this announcement, SMM has an issued and paid-up share capital of S$25 million, comprising 25 million ordinary shares of $1 each. SMM recorded a turnover, profit before tax and profit after tax of S$64.7 million, S$6.2 million and S$4.4 million respectively for the financial year ended 31 December 1999. As at 31 December 1999, the net tangible assets of SMM amounted to S$40.2 million.

RATIONALE FOR THE ACQUISITION OF
100 PER CENT INTEREST IN SMM [THE "ACQUISITION"]

The Volvo range of cars will complement the luxury Jaguar, Rolls Royce and Bentley range of cars that WAE presently represents and will enable WAE to offer a significantly broader range of products to a wider sector of the car market.

With the Singapore Government's greatly enlarged allocation of Certificates of Entitlement ["COEs"] over the next few years, sale of cars in the "Volvo" price range is expected to increase substantially with the expected launch of exciting new models. Hence, the Acquisition will allow WAE to increase its share of the car market.

CONSIDERATION FOR THE ACQUISITION

The Lim Consideration and the Volvo Consideration were arrived at on a willing buyer and willing seller basis after taking into consideration, inter alia, the net assets of SMM and the future earnings potential of SMM. The total of the Lim Consideration and the Volvo Consideration of S$47.5 million will be financed by internal resources of the WIL Group and bank borrowings.

APPROVAL AND CONDITIONS PRECEDENT

The Lim S&P Agreement and the Volvo S&P Agreement are inter-conditional agreements and are also conditional, inter alia, upon the following:-

(i) the approval of the shareholders of WIL in general meeting;

(ii) the delivery of the Audited Accounts of SMM for the financial year ending 31 December 2000 to WAE; and

(ii) conditions being fulfilled by 31 March 2001.

FINANCIAL EFFECTS OF THE ACQUISITION

(a) Earnings

The Acquisition is expected to have a positive effect on the future earnings of the WBL Group.

For the purpose of illustration only, assuming the Acquisition had been completed on 1 October 1998, the WBL Group earnings per stock unit for FY99 would have increased by 1.4 cents from 11.3 cents to 12.7 cents, representing an improvement of 12.4 per cent. The above computation was arrived at using the audited accounts of SMM for the financial year ended 31 December 1999 and adjusting for interest expenses to be incurred for financing the Acquisition.

(b) Net Tangible Assets

The Acquisition will have no material impact on the net tangible assets of the WBL Group.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST

None of the Directors or substantial shareholders of WBL has any interest, direct or indirect, in the Acquisition.
Submitted by Tan Swee Hong, Company Secretary on 20/12/2000 to the SGX

(Post 12 of 52)   12/22/2000.16:31:51
Author :
Lwf
Wearnes adds Volvo to Jaguar-Rolls-Bentley franchises (Research from Sassy (Sassoon), 21st Dec): Wearnes International, distributor of the Jaguar, Roll-Royce and Bentley in Singapore and Malaysia, is adding another top-end but higher-volume car distribution franchise to its name. It is taking over 100% of privately-controlled SM Motors, distributor of Volvo vehicles, for S$47.5m. The price tag values SM Motors at 1.2x end-99 NTA of S$40.2m – in line with Sime Darby’s valuation for BMW distributor Sime Singapore in a recent general offer at S$0.92 per share. The acquisition will give Wearnes a more significant market presence and indirectly, increased visibility in the stock market. With the low-volume luxury makes Jaguar, Rolls Royce and Bentley, its market share has been a tiny 0.4%. With Volvo, its market share will rise to just over 4%, based on sales in the Jan-Nov 2000 period. That will place Wearnes not far behind Mercedes Benz (6.25%) and BMW (4.53%). Against recent earnings, Wearnes is pricing SM Motors at 10.8x FY99 earnings – much lower than Wearnes’ own market pricing at 19x. Based on recent performance, the acquisition can have a significant impact on Wearnes’ bottomline. Wearnes, which earned S$18m at the peak in 1996, produced only S$5.4m of earnings on S$237.4m of turnover in 1999. In that year, FY99, SM Motors earned a comparable S$4.4m on a turnover of S$64.7m. On a proforma basis, the acquisition would improve Wearnes’ PE multiple at S$0.55 per share from 19x FY99 earnings to 13x proforma FY99 earnings. That, however, does not suddenly make Wearnes exceedingly attractive on valuation. Other motor traders trade at even lower multiples of 5-9x. This is good news for Wearnes International but not a piece of news to buy on, especially with motor stocks staying out of favour.

Company

Current

Price

NTA

Per Share

FY2001

PER

Price to

NTA

Tan Chong Int’l

HK$0.95

HK$1.51

7.3x

0.6x

Inchape Motors

S$1.29

S$1.44

5.6x

0.9x

Cycle & Carriage

S$3.30

S$5.36*

9.1x

0.6x

* C&C’s RNAV based on Rp9,200/US$ exchange rate


(Post 13 of 52)   02/27/2001.17:30:23
Author :
Sipost
ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE SEVENTEENTH ANNUAL GENERAL MEETING ON 27 FEBRUARY 2001

Pursuant to Chapter 903(2) of the Listing Manual of the Stock Exchange of Singapore Limited, Wearnes International (1994) Limited ("Company") would like to announce that at its Seventeenth Annual General Meeting held on 27 February 2001 at 10.30 a.m., the following Resolutions were passed:-

1. Audited Accounts, Directors' Report and Auditors' Report for the Financial Year ended 30 September 2000

RESOLVED THAT the Audited Accounts, Directors' Report and Auditors' Report of the Company for the financial year ended 30 September 2000 be and is hereby received and adopted.

2. Declaration of Final Dividend

RESOLVED THAT the final tax exempt dividend of 3.5% for the year ended 30 September 2000 be declared.

3. Directors' Fees

RESOLVED THAT a sum of $120,000 be and is hereby declared payable as Directors' Fees for the year ended 30 September 2000.

4(a) Re-election of Mr Chen Choong Joong

RESOLVED THAT Mr Chen Choong Joong, retiring in accordance with Article 97 of the Company's Articles of Association, be and is hereby re-appointed Director of the Company.

4(b) Re-appointement of Mr Tang I-Fang

RESOLVED THAT Mr Tang I-Fang, retiring in accordance with Section 153(6) of the Companies Act, be and is hereby re-appointed Director of the Company.

5 Re-appointment of Auditors

RESOLVED THAT Messrs PricewaterhouseCoopers be and are hereby re-appointed Auditors of the Company, to hold office under the conclusion of the next Annual General Meeting hereof and that their remuneration be determined by the Board of Directors.

AS SPECIAL BUSINESS

6 Authority to issue shares pursuant to the Share Issue Mandate

RESOLVED THAT the power given to the Directors at the Extraordinary General Meeting on 29 February 2000 be renewed to issue shares of the Company up to a maximum of 50% of the issued share capital of the Company for the time being, with a sub-limit of 20% for issues of shares other than on a pro-rata basis to Shareholders.

7 Authority to issue shares pursuant to Wearnes International Executives' Share Option Scheme

RESOLVED THAT authority be given to Directors to offer and grant options pursuant to the Wearnes International Executives' Share Option Scheme and to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided that the aggregate number of shares to be issued shall not exceed 10% of the issued ordinary share capital of the Company from time to time.

Submitted by Ong Kim Teck, Secretary on 27 February 2001

(Post 14 of 52)   03/01/2001.21:56:01
Author :
Sipost
SALE OF CERTAIN ASSETS TO AN ASSOCIATED COMPANY

Wearnes International (1994) Limited (the "Company") wishes to announce that Wearnes Gas (Private) Limited ("WG"), a wholly-owned subsidiary of the Company, has entered into a sale and purchase agreement with BP-Wearnes Gas Pte Ltd ("BPWG") ["the WG agreement"] to sell certain assets relating to WG's business of distribution and sale of bottled liquefied petroleum gas (LPG) for a consideration of S$1,044,432 (the "Sale"). The consideration of S$1,044,432 will be satisfied by payment in cash of $334,481 and the balance by the allotment and issuance at par of 709,951 ordinary shares of S$1.00 each in the share capital of BPWG to WG.

On the same date, BP Singapore Pte Ltd ("BP") has also entered into a sale and purchase agreement with BPWG (the "BP agreement") to sell certain assets relating to BP's business of distribution and sale of bottled and bulk LPG for a consideration of $6,192,141. The consideration of $6,192,141 will be satisfied by payment in cash of $1,052,192 and the balance by the allotment and issuance at par of 5,139,949 shares of $1 each in the share capital of BPWG to BP.

Prior to entering the WG agreement and BP agreement, BPWG is 49% owned by WG and 51% owned by BP. BPWG is currently involved solely in the bottling of LPG for both BP and WG.

After the completion of the WG agreement and BP agreement, targeted on 2 April 2001, BPWG will carry on the combined businesses of WG and BP in the distribution and sale of bottled and bulk LPG. BPWG will be 30% owned by WG and 70% owned by BP. WG will remain dormant after the completion of the Sale.

The merger of the bottled LPG businesses of WG and BP will bring greater synergies through lowering of operational costs, wider market coverage and better distribution logistics, and, will enable BPWG to better compete in a highly competitive market environment.

The Sale will have no significant effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Sale.


Submitted by Ong Kim Teck, Secretary on 01/03/2001

(Post 15 of 52)   03/05/2001.21:03:20
Author :
Sipost
ACQUISITION OF 50 PERCENT INTEREST IN STARSAUTO PTE LTD

Introduction
Wearnes International (1994) Limited (the "Company") wishes to announce that Wearnes Automotive & Equipment Pte Ltd ("WAE"), a wholly-owned subsidiary of the Company, has entered into a Joint Venture Agreement (the "JV Agreement") with Mr Hadi Widjaja Tanaga ("HWT") and Mr Mulianto Tanaga ("MT") to purchase 5,928,000 ordinary shares of S$1 each in the share capital of Starsauto Pte Ltd ("Starsauto") for a cash consideration of S$4.83 million (the "Acquisition"). The Acquisition, targeted to be completed on 15 March 2001, represents 50% of the issued capital of Starsauto. The balance 50% of the issued share capital of Starsauto will be held equally by HWT and MT. Starsauto was incorporated in Singapore on 4 October 1991 and is primarily involved in the distribution of Daewoo cars in Singapore.

The JV Agreement provides terms that regulate the relationship between WAE, HWT and MT as shareholders of Starsauto, and, to provide for certain arrangements relating to the management, operations and affairs of Starsauto. Under the terms of the JV Agreement, WAE will have the right to appoint the majority of the directors and the key management personnel for the day to day management of Starsauto.

Rationale for the Acquisition
Currently, WAE distribute only the super luxury and luxury brands of Rolls-Royce, Bentley and Jaguar cars.

The recent acquisition of SM Motors Pte Ltd which distributes Volvo cars in Singapore will enable WAE to capture a significant share of the executive car market.

This Acquisition will allow WAE to gain access to the entry level segment of the new car market which has the greatest growth potential through the distribution of Daewoo cars.

By having a multi-level market presence from the entry level through the mid level up to the luxury level, WAE will enhance its status as a major player in all sectors of the new passenger car market.

Financial Effects
The Acquisition will be financed by internal resources of the Group and bank borrowings, and, is not expected to have material effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

Directors and Substantial Shareholders' Interests
None of the Directors or substantial shareholders of the Company have any interest, direct or indirect, in the Acquisition.

Submitted by Ong Kim Teck, Secretary on 05/03/2001

(Post 16 of 52)   03/29/2001.18:32:35
Author :
Sipost
ACQUISITION OF 100 PER CENT INTEREST IN SM MOTORS PRIVATE LTD

Wearnes International (1994) Limited ("the Company") wishes to announce that the acquisition of 100 per cent interest in SM Motors Private Ltd by Wearnes Automotive & Equipment Pte Ltd, a wholly owned subsidiary of the Company, was completed on 29 March 2001.

Submitted by Ong Kim Teck, Secretary on 29/03/2001

(Post 17 of 52)   02/07/2002.10:38:44
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

Notice Of Annual General Meeting


NOTICE IS HEREBY GIVEN that the 18th Annual General Meeting of the shareholders of Wearnes International (1994) Limited will be held at 65 Chulia Street, OCBC Centre, #50-00, Singapore 049513 on Tuesday, 26 February 2002 at 10.30 a.m. for the following purposes:

1. To receive and adopt the Audited Accounts for the year ended 30 September 2001 together with the Reports of the Directors and Auditors.
2. To declare a final dividend for the year ended 30 September 2001 as recommended by the Directors.

3. To approve payment of Directors' fees.

4. (a) To re-elect Mr Royston Tan Keng Swee, a Director retiring in accordance with the Company's Articles of Association.

(b) To consider and, if thought fit, pass the following resolution:-

"That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Tang I-Fang be and is hereby re-appointed as Director of the Company to hold office until the next Annual General Meeting."
Note: Mr Tang I-Fang, if re-elected, will remain as an Audit Committee member and will be considered a non-independent director.

5. To appoint auditors and authorise the Directors to fix their remuneration.
As Special Business:

6. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That pursuant to Section 161 of the Companies Act, Cap. 50 and the listing rules of the Singapore Exchange Securities Trading Limited, authority be and is hereby given to the Directors of the Company to issue shares in the Company (whether by way of rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50% of the issued share capital of the Company for the time being, of which the aggregate number of shares to be issued other than on a pro-rata basis to shareholders of the Company does not exceed 20% of the issued share capital of the Company for the time being, and, unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

7. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That authority be and is hereby given to the Directors to offer and grant options pursuant to the Wearnes International Executives' Share Option Scheme (the "Scheme") and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided that the aggregate number of shares to be issued pursuant to the Scheme shall not exceed 10% of the issued ordinary share capital of the Company from time to time.

Notes:

1. Pursuant to Section 181 of the Companies Act, Cap 50, a member entitled to attend and vote at the Meeting is entitled to appoint a proxy (whether a member of not) to attend and vote in his stead.
2. Proxies must be deposited at the Registered Office of the Company, 45 Leng Kee Road, Singapore 159103, not less than 48 hours before the time fixed for the Meeting.

Additional information relating to items of Special Business

The Ordinary Resolution in item 6 above, if passed, will allow the Directors to issue shares in the Company up to the limits specified therein from the date of this Annual General Meeting up to the next Annual General Meeting.

The Ordinary Resolution in item 7 above, if passed, will allow the Directors to issue shares in the Company upon the exercise of options granted under the Wearnes International Executives' Share Option Scheme. The size of this scheme is limited to 10% of the issued share capital of the Company for the time being.

Submitted by Ong Kim Teck, Secretary on 07/02/2002 to the SGX

(Post 18 of 52)   02/15/2002.13:17:58
Author :
Sipost
INFORMATION ON SHAREHOLDINGS STATISTICS

We refer to page 91 of the Company's Annual Report for the financial year ended 30 September 2001 concerning the statistics of shareholdings of the Company.

As requested by the SGX, we hereby announce that the percentage of share capital of the Company held in the hands of the "Public" as set out in Clause 101, Chapter 1, of the listing manual was 11.5% as at 31 January 2002. We further confirm that the percentage of the "Public" shareholdings in the share capital of the Company is at all times higher than 10%, in compliance with Clause 926 of the listing manual.
Submitted by Ong Kim Teck, Secretary on 15/02/2002 to the SGX

(Post 19 of 52)   02/26/2002.17:30:52
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE EIGHTEENTH ANNUAL GENERAL MEETING ON 26 FEBRUARY 2002


Pursuant to Chapter 903(2) of the Listing Manual of the Stock Exchange of Singapore Limited, Wearnes International (1994) Limited ("Company") would like to announce that at its Eighteenth Annual General Meeting held on 26 February 2002 at 10.30 a.m., the following Resolutions were passed:-

1. Audited Accounts, Directors' Report and Auditors' Report for the Financial Year ended 30 September 2001

RESOLVED THAT the Audited Accounts, Directors' Report and Auditors' Report of the Company for the financial year ended 30 September 2001 be and is hereby received and adopted.

2. Declaration of Final Dividend

RESOLVED THAT the final tax exempt dividend of 3.5% for the year ended 30 September 2001 be declared.

3. Directors' Fees

RESOLVED THAT a sum of $114,000.00 be and is hereby declared payable as Directors' Fees for the year ended 30 September 2001.

4(a) Re-election of Mr Royston Tan Keng Swee

RESOLVED THAT Mr Royston Tan Keng Swee, retiring in accordance with Article 97 of the Company's Articles of Association, be and is hereby re-appointed Director of the Company.

4(b) Re-appointment of Mr Tang I-Fang

RESOLVED THAT Mr Tang I-Fang, retiring in accordance with Section 153(6) of the Companies Act, be and is hereby re-appointed Director of the Company.

5 Re-appointment of Auditors

RESOLVED THAT Messrs PricewaterhouseCoopers be and are hereby re-appointed Auditors of the Company, to hold office until the conclusion of the next Annual General Meeting hereof and that their remuneration be determined by the Board of Directors.

AS SPECIAL BUSINESS

6 Authority to issue shares pursuant to the Share Issue Mandate

RESOLVED THAT the power given to the Directors at the last Annual General Meeting held on 27 February 2001 be renewed to issue shares of the Company up to a maximum of 50% of the issued share capital of the Company for the time being, with a sub-limit of 20% for issues of shares other than on a pro-rata basis to Shareholders.

7 Authority to issue shares pursuant to Wearnes International Executives' Share Option Scheme

RESOLVED THAT authority be given to Directors to offer and grant options pursuant to the Wearnes International Executives' Share Option Scheme and to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of the options granted under the Scheme provided that the aggregate number of shares to be issued shall not exceed 10% of the issued ordinary share capital of the Company from time to time.

Submitted by Ong Kim Teck, Secretary on 26/02/2002 to the SGX

(Post 20 of 52)   02/28/2002.17:52:17
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

SUBSIDIARY IN USA


The Board of Directors of Wearnes International (1994) Limited ("the Company") is pleased to announce the incorporation of EPD Wearnes (USA), Inc. ("EPDW") in Delaware, USA with an initial paid-up capital of US$100,000.00. The Company has a 90% stake in EPDW.

EPDW has acquired from Hoffinger Industries, Inc., a company incorporated in USA, all its inventories, machinery and trademarks of its Environmental Products Division ("EPD") for a cash consideration of US$1.461 million ("the Acquisition") on a willing buyer willing seller basis. The Acquisition was financed from internal resources of the Group.

EPD is engaged in the business of manufacturing and sale of commercial and industrial Hi-rate permanent media water filtration systems. EPD is a market leader in the commercial filtration market with over 4,000 commercial installations in the USA such as the Disneyland and Disney World water theme parks in California & Florida; military installations in West Point; and prominent hotel resorts such as The Bellagio, Mirage and Venetian in Las Vegas.

EPD filtration system is also recognised as an efficient and cost-effective way to meet the USA Environmental Protection Agency's Surface Water Treatment Rule for small to medium sized drinking water systems such as the Yucaipa and Banning Heights water works in California. Some of EPD's trophy projects in Asia include the St. John's Island Marine Aquaculture Centre in Singapore and the Shannxi Sports Centre in Xian, China.

Upon acquisition by the Company, EPDW will be able to tap on the network of the Wearnes Group to expand into high growth markets in Asia, particularly China, as well as the Middle East regions.

The Acquisition will have no significant effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

Except for Mr Soh Yew Hock who owns 5% of EPDW, none of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Acquisition.
Submitted by Ong Kim Teck, Secretary on 28/02/2002 to the SGX

(Post 21 of 52)   03/05/2002.17:55:03
Author :
Sipost
SUBSIDIARY IN USA

Further to our announcement made on 28 February 2002 regarding the acquisition of inventories, machinery and trademarks by EPD Wearnes (USA), Inc. from Hoffinger Industries, Inc. ("the acquisition"), we would like to clarify that the value of the acquisition of US$1.461 million was based on the net book value of the assets acquired.
Submitted by Ong Kim Teck, Secretary on 05/03/2002 to the SGX

(Post 22 of 52)   03/14/2002.17:30:01
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

DISPUTE RELATING TO SHAREHOLDERS' AGREEMENT


The Board of Directors of Wearnes International (1994) Limited (the "Company") wishes to announce that O'Connor's Holdings Pte Ltd ("OCH"), a wholly-owned subsidiary of the Company, has on 12 March 2002, through its legal advisers in Malaysia, filed an application in the High Court of Malaya at Kuala Lumpur for, inter alia, an injunction to restrain OCB Berhad ("OCB") (by itself, its servants and/or agents or otherwise howsoever) from convening an Extraordinary General Meeting of OCB to vote on a Shareholders' Agreement (the "SA") entered into between OCH and OCB on 10 September 1997, pending resolution of a dispute that has arisen in relation to the SA. OCB, a Malaysian company, is listed on the Kuala Lumpur Stock Exchange ("KLSE"). The hearing date of the application to the High Court, Kuala Lumpur is expected to be fixed soon.

The SA regulates the rights, obligations and relationships of OCH and OCB as shareholders of O'Connor's Properties Sdn Bhd ("OCP") (now known as Kumpulan O'Connor's (Malaysia) Sdn Bhd) and in the management of the operations, business and affairs of OCP, in which OCH holds 49% and OCB holds the remaining 51%.

The SA provides, amongst other things, that OCH will manage the business, assets and undertakings of OCP.

The SA was entered into pursuant to a Sale and Purchase Agreement ("SPA") dated 10 September 1997 made between OCB and OCH, its then holding company, for the disposal by OCB to OCH of 20.825 million shares of RM1 each fully paid in OCP, representing 49% of its issued share capital, for a total cash consideration of RM66.1 million. The SPA was completed, and the purchase consideration was paid.

Following the entry of the SA, OCH has carried out diligently the day-to-day management and operations of OCP in accordance to its terms. A disagreement has recently arisen questioning the validity of the SA, and as such, OCB had on 22 February 2002 issued a general announcement to the KLSE that OCB is to convene an Extraordinary General Meeting to seek its shareholders' approval for the SA which was entered between OCH and OCB.

OCH has been advised by its lawyers in Malaysia that the proposal by OCB to convene an Extraordinary General Meeting in relation to the SA is without merit, and that the SA is valid and binding and as such, no further approval is necessary since the SA had been implemented and performed since its execution in 1997. The directors and shareholders of OCB are fully aware of the terms of the SA at all relevant times, and the shareholders of OCB when voting to approve the SPA at the Extraordinary General Meeting of OCB held on 1 October 1997, had in fact approved the SA which was put to them in a circular to the shareholders. Thus OCH is seeking an order from the High Court of Kuala Lumpur to declare that the SA is valid, binding and effective.

The above disagreement relating to the SA is not expected to have a material effect on the operations of OCP and its subsidiaries.

Further announcement will be issued by the Company to inform of any significant progress in the legal proceedings.
Submitted by Ong Kim Teck, Secretary on 14/03/2002 to the SGX

(Post 23 of 52)   03/27/2002.08:55:56
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

NEW ASSOCIATED COMPANY


Wearnes International (1994) Limited (the "Company") wishes to announce that Wearnes Automotive & Equipment Pte Ltd ("WAE"), a wholly-owned subsidiary of the Company, has subscribed and fully paid for 750 shares at par of RP1.078 million each in P.T. Wahana Auto Ekamarga ("PT WAE") for Rp808.5 million (S$150,000) ("the subscription") which represents 50% of the share capital of PT WAE. PT WAE is a company incorporated in Indonesia and is primarily involved as a dealer of Ford motor vehicles in West Jakarta, Indonesia.

The subscription will have no significant effect on the earnings per share and net tangible asset per share of the Group for the current financial year.

None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the subscription.
Submitted by Ong Kim Teck, Secretary on 26/03/2002 to the SGX

(Post 24 of 52)   03/27/2002.22:17:04
Author :
Creature
anybody think this could be a potential privatisation candidate???? NTA per share is around 85 cts. now only trading at 57.5 cts....

think shares are tightly held by WBL.......


(Post 25 of 52)   03/27/2002.22:55:11
Author :
Behappyalways
Hi creature,

Interesting question but not likely a delisting. Why ? Because the parent company just listed MFS. Why list one while delist another? If for monetary gain , it is not likely for big corporation normally do not go for small gain and which may result in bad blood between its shareholders(some shareholders may not want to delist). My guess is not unlikely. When you list one and delist another, people would not have a good view on the company for it gives an idea of trying to fleece the other minority shareholders

(Post 26 of 52)   03/29/2002.01:30:29
Author :
Creature
hi behappyalways,

i dont agree with you that if the parent has just listed mfs, they will not delist another. if Wearnes Intl is a stokc that is not attracting the kind of valuation it shld and if it doesnt really need the listing status, privatisation may not be a bad idea to the parent, WBL. by taking it private, the NTA per share and earnings per share will have an immediate boost. furthermore, WBL will have more flexibility in doing things for Wearnes Intl. by taking it private, public s/hs will also benefits even if the WBL doesnt offer it at the NTA of 85 cts per share. at a 10% discount to NTA, public s/hs will still have good premium of at least 30%!!!

to me, listing MFS is to increase its value which in turn will increase WBL's value, but currently, Wearnes Intl is not giving that kind of value it is worth! if so, by taking it private will increase the value of WBL, and at the same time bring value to minority s/hs, then the question is - why not?

also, OCBC has stakes in WBL. another stock that OCBC has stakes in is F&N and F&N has first kick-start by privatising Centrepoint Prop and Times Pub.

think we cannot rule out that Wearnes Intl can be and may be privatised. Parkway to privatise Parkway Lab and Medi-rad and SPH privatised SPH AsiaOne and now thinking of listing its property arm....

what say you?

(Post 27 of 52)   03/29/2002.04:33:57
Author :
Behappyalways
Hi creature,

I agree that delisting Wearnes Intl will increase the NTA of WBL but some minority shareholders of Wearnes may not want to sell. Parkway Holding's privatisation of Medi-rad and Parkway Lab also create some negativities towards minority shareholders of the two offered companies. Imagine if during the meantime, Parkay Holdings will to list another of their subsidiary, what would the minority shareholders of the two offered companies say ? Say Parkway Holdings trying to 'skim' the minority shareholders. If you say that if WBL offered at NTA for Wearnes Intl, not all minority shareholders will be happy for each person valuation of the company is different. Unless they offered a very price, else very difficult to satisfy all the minority shareholders but this defeat the purpose of delisting. For a big corporation, do not think they will make such a move to make a few fast buck and create negativities between investors.

(Post 28 of 52)   03/29/2002.11:48:58
Author :
Creature
hi behappyalways,

haha! what a 'create negativities with investors'. i remembered this GOOOOOOOOOD example - Kep Corp.

- privatise KepFELS. Forumers said was a daylight robbery
- after successful privatisation of KepFELS, all good news on KepFELS came out
- then, moved on to privatise Kep Hitchi. Some investors paid S$1.25 per share for Hitachi during IPO, they only get back S$0.60 per share....
- then, want to privatise Kep T&T, if not for the saga on the s/h's loan, company may have also been privatised.....



just a thought on whether Wearnes Intl will be privatised cos Inchape Marketing is gone and once upon a time, there were talks that Tan Chong may be delisted also....then, will Wearnes Intl be one too? Also, with the divestment of non-core assets of the banks, will they take this opportunity and clean up all these children and grandchildren.....Centrepoint and Times Pub were the first to be gone, who will be next? As for UOB group, ICB and OUT will be gone, who will be next?


(Post 29 of 52)   03/29/2002.12:18:20
Author :
Behappyalways
Hi creature,

Wearnes Intl is a good company, no doubt about that. I asked this question on Wearnes Intl delisting before. Buying this is good but you must be prepared to hold(duration-not known). Regards and no ill-feelings. Just my two cents worth of advice to a fellow investor. No vested interest and happy trading

(Post 30 of 52)   04/02/2002.17:20:14
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

DISPUTE RELATING TO SHAREHOLDERS' AGREEMENT


We refer to our previous announcement made on 14 March 2002. The Company wishes to inform that the hearing date of the application in the High Court of Malaya at Kuala Lumpur by O'Connor's Holdings Pte Ltd ("OCH"), a wholly-owned subsidiary of the Company, for an injunction to restrain OCB Berhad ("OCB") from convening an Extraordinary General Meeting of OCB to vote on a Shareholders' Agreement entered into between OCH and OCB on 10 April 1997 has been adjourned from 1 April 2002 to 16 May 2002.
Submitted by Ong Kim Teck, Secretary on 02/04/2002 to the SGX

(Post 31 of 52)   04/27/2002.09:24:31
Author :
Tinpeng
stock is moving... watch out FoR this countER... UnDERvaluED!!!

(Post 32 of 52)   05/03/2002.19:48:23
Author :
Tinpeng
Company might be releasing corporate results this month... I am positive of this counter... Anyone know the exact date of the release of its corporate earnings?

(Post 33 of 52)   05/04/2002.10:53:51
Author :
Tinpeng
MOve move move away OH My Darling
I want to be a million dollarMan..........!!!

(Post 34 of 52)   05/04/2002.17:49:33
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

EMPLOYEE SHARE OPTION PLAN BY SUBSIDIARY


The Board of Directors of Wearnes International (1994) Limited ("WIL" or "the Company") wishes to announce that Pacific Silica Pty Ltd, a subsidiary of the Company, will be implementing a Share Option Plan ("PSPL Share Plan" or "the Plan") in May 2002. A summary of the principal terms of the PSPL Share Plan is set out below.

1. Pacific Silica Pty Ltd
Pacific Silica Pty Ltd ("PSPL") is a company incorporated in Brisbane, Queensland, Australia on 2 October 1997 and is 74.75% owned by WIL. Its principal asset comprises a silica mining operation located on approximately 2437 acres of freehold land near Brisbane. PSPL has reserves of silica sand estimated to last 15 to 25 years depending on demand. Thereafter, the residual land can be developed into lakeside residences, golf clubs and retirement villages.

2. Purpose of PSPL Share Plan
The purpose of PSPL Share Plan is to advance the interests of PSPL and its shareholders by providing to those employees and directors of PSPL who will be responsible for the long-term growth of PSPL's earnings, the opportunity to acquire or increase their equity interests in PSPL, thereby achieving a greater commonality of interest between shareholders, employees, and directors of PSPL; enhancing PSPL's ability to retain and attract key employees and directors; and providing an additional incentive to such individuals to achieve PSPL's long-term business plans and objectives.

3. Principal terms of the PSPL Share Plan

(a) Size of PSPL Share Plan
Subject to adjustments in accordance with the rules of the PSPL Share Plan, the maximum amount of A$0.50 ordinary shares ("Shares") of PSPL as to which options may be granted and Shares issuable under the PSPL Share Plan is limited to 10% of the issued Shares of PSPL from time to time and at any time.

(b) Administration of the PSPL Share Plan
The PSPL Share Plan will be administered by the Board of Directors of PSPL, which may delegate all or any of its functions and powers under the rules of the Plan to a committee comprising Directors of PSPL. A member of the PSPL Board or the committee shall not be involved in any decision making in respect of an option to be granted to him.

(c) Duration of the PSPL Share Plan
The PSPL Share Plan does not have a specific duration. The Board of PSPL may terminate or suspend the PSPL Share Plan at any time but any termination or suspension will not affect or prejudice the rights of participants holding unexercised options at that time.

(d) Persons Eligible to participate in PSPL Share Plan
Only PSPL directors and PSPL full-time employees who meet the eligibility criteria will be considered for selection to participate in the PSPL Share Plan. Persons who are controlling shareholders of WIL or their associates (as those terms are defined in the Listing Manual of the Singapore Exchange Securities Trading Limited) will not be eligible.

(e) Grant of Options
The Board of Directors of PSPL may, in its sole discretion and subject to the provisions of the PSPL Share Plan, grant the eligible participants at such times as it deems appropriate, options to subscribe for Shares but subject to the following maximum number of options in a financial year:-

Level I - Options for 80,000 Shares
Level II - Options for 50,000 Shares
Level III - Options for 10,000 Shares

(f) Exercise Price
The Exercise Price per Share payable on exercise of an option will be the higher of A$1.00 per Share or 80% of the value of a Share as at the date of grant of the option calculated on the basis of net tangible assets ("NTA") disclosed in PSPL's latest annual financial statements.

The Exercise Price payable on the exercise of an option is designed to motivate participants to drive and sustain the earnings performance of PSPL. As the minimum price per Share payable on the exercise of an option is A$1.00, for options to be in the money, an NTA per Share of not less than A$1.25 has to be attained. This feature also serves to reward participants only where the NTA per Share exceeds A$1.25 at the time of grant of the option, as only then would the discount feature become meaningful. Based on PSPL's latest audited accounts as at 30 September 2001, the NTA per Share was approximately A$0.80

(g) Exercise Period
Subject to the participant complying with the rules of the PSPL Share Plan, an option which has not lapsed may be exercised during that period commencing on the earlier of (i) the date 24 months after the date of grant; or (ii) the first date on which PSPL can accept application under a prospectus offering shares in PSPL or holding or subsidiary company of PSPL as part of an initial public offering (IPO), and ending on the Termination Date (described below).

The longer vesting period of 24 months from the date of grant of an option and the accelerated vesting in the event of an IPO are features that are intended to retain and attract key employees and directors as well as to encourage these participants by providing an additional incentive to such individuals to achieve PSPL's business plans and objectives.

(h) Lapsing and termination of Options
Options granted under the PSPL Share Plan will terminate on the Termination Date, being the earliest to occur of: (i) 5 years after the date of grant, (ii) the date 7 days after the closing date for applications under a prospectus offering shares in PSPL or a holding or subsidiary company of PSPL as part of an initial public offering (IPO); (iii) any other termination date specified in the conditions of grant of the option; or (iv) the date on which the options lapse under the rules of the Plan. The provisions of the Plan also contain rules dealing with the lapse or earlier exercise of options in specific circumstances that include the termination of the participant's employment, the death or total and permanent incapacity of the participant, a take-over of PSPL and the winding-up of PSPL.

Where options have been exercised prior to the termination of employment, death or total and permanent incapacity of the participant, further rules of the Plan deal with the compulsory sale (in the case of termination for cause) by the participant at a price equal to the lower of the exercise price or 80% of the NTA of the Shares at the time of termination, or (in any other case) at the election of PSPL, the buyback of the participant's Shares at a price being the higher of the exercise price or 80% of the NTA of the Shares at the time of termination, death or incapacity.

(i) Adjustments
If the structure of the issued share capital of PSPL is varied at any time while PSPL Share Plan remains in force (for example by capitalisation of profits, bonus issues, reduction of capital, share buy backs or subdivision or consolidation) the Board of Directors of PSPL may amend the rules of the Plan to the extent it considers necessary to reflect the changes in the share capital structure.

Without limiting PSPL's Board of Directors' discretion, the PSPL Board may vary:

the maximum number of options and Shares which may be issued in any financial year or in total;
the Exercise Price for and rights attaching to Shares which are the subject of options which have been granted but not exercised at the date of the changes;
the rights and conditions which will apply to future options granted under the Plan.
In exercising its powers, the PSPL Board shall act in accordance with the recommendations of PSPL's auditors as to what is a fair and reasonable variation.

The PSPL Board may not make any variation which would result in the Exercise Price for Shares falling below an amount equal to A$1.00 per Share.

The issue of Shares as consideration for an acquisition or a private placement of Shares will not be regarded as a circumstance requiring adjustment under the Plan.
Submitted by Ong Kim Teck, Secretary on 03/05/2002
to the SGX

(Post 35 of 52)   05/15/2002.21:59:00
Author :
Tinpeng
Results are coming out soon... Sometime this mth... Results shd be good....

(Post 36 of 52)   05/16/2002.22:16:02
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

DISPUTE RELATING TO SHAREHOLDERS' AGREEMENT


We refer to our previous announcement made on 2 April 2002. The Company wishes to inform that the hearing date of the application in the High Court of Malaya at Kuala Lumpur by O'Connor's Holdings Pte Ltd ("OCH"), a wholly-owned subsidiary of the Company, for an injunction to restrain OCB Berhad ("OCB") from convening an Extraordinary General Meeting of OCB to vote on a Shareholders' Agreement entered into between OCH and OCB on 10 April 1997 has been adjourned from 16 May 2002 to 6 August 2002.
Submitted by Ong Kim Teck, Secretary on 16/05/2002 to the SGX

(Post 37 of 52)   06/11/2002.19:53:18
Author :
Tinpeng
Share price likely to rise further till the end of this year....

Vested interest

(Post 38 of 52)   06/25/2002.17:35:43
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

Acquisition of CT Cauldron Sdn Bhd


Wearnes International (1994) Limited ("WIL" or the "Company") wishes to announce that O'Connor's Engineering Sdn Bhd, a company incorporated in Malaysia and is 49% owned by WIL, has acquired a 51% interest in CT Cauldron Sdn Bhd ("CTC") for a cash consideration of RM900,000 ("the Acquisition") on a willing buyer willing seller basis. The net tangible asset of CTC amounted to RM850,700. The Acquisition was financed from the internal resources of the Group.

CTC is incorporated in Malaysia and is a Multimedia Super Corridor (MSC) status company which specializes in the systems integration of computer with telecommunications (Telecom and PABX) equipment, commonly known as Computer Telephony Integration ("CTI"). CTC currently provides solutions such as phone banking and call centre integration software to banking and enterprise level customers. CTC provides consultancy and project management services on CTI implementation and has developed a range of products, marketed under the brand name of "Resonance". CTC customers in Malaysia include EON Bank, OUB Bank and Zeacom Limited.

The Acquisition will have no significant effect on the earnings per share and the net tangible asset per share of the Group for the current financial year.

None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Acquisition.
Submitted by Ong Kim Teck, Secretary on 25/06/2002 to the SGX

(Post 39 of 52)   07/22/2002.20:29:52
Author :
Tinpeng
I expect share price to rise further and will hit 0.90 cents at the end of this year.... Anybody wants to bet on this....

(Post 40 of 52)   07/22/2002.20:37:05
Author :
Sleepybeariixi
Wonder who will be buying at a Higher Price?

(Post 41 of 52)   07/25/2002.17:19:57
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

SHAREHOLDERS' DISPUTE RELATING TO KUMPULAN O'CONNOR'S (MALAYSIA) SDN BHD


Further to the announcements made on 14 March 2002, 2 April 2002 and 16 May 2002, the Board of Directors of Wearnes International (1994) Limited (the "Company") wishes to announce that O'Connor's Holdings Pte Ltd ("OCH"), a wholly-owned subsidiary of the Company, has now also filed a Petition in the High Court of Malaya at Kuala Lumpur against OCB Berhad ("OCB") and its directors in respect of a shareholders' dispute over Kumpulan O'Connor's (Malaysia) Sdn Bhd ("KOM") in which OCH holds 49% and OCB holds 51% of the paid up share capital. The Petition was served on OCB on 18 July 2002.

OCH's claim against OCB is that OCB has acted in a manner oppressive to OCH as a minority shareholder of KOM by, inter alia, attempting to invalidate the shareholders agreement relating to KOM, acting in total disregard to the interests of OCH as a minority shareholder of KOM, unfairly discriminating against and/or otherwise acting in a manner prejudicial to OCH as a minority shareholder of KOM.

Under the Petition, OCH is seeking various forms of relief from the High Court of Malaya including an order directing OCB to sell to OCH its 51% stake, being 21,675,000 ordinary shares, in KOM at a price equal to the net tangible asset value of KOM multiplied by 21,675,000 and divided by 42,500,000 and any other order, remedy or relief which the Court is of the opinion is necessary to be made or given with a view to remedying the matters complained of in the Petition. The High Court of Malaya at Kuala Lumpur has set 17 September 2002 as the date of hearing the Petition.

The above Petition is not expected to have a material effect on the operations of KOM and its subsidiaries.

Further announcements will be made in the event there are any developments in the matter.

Submitted by Ong Kim Teck, Secretary on 25/07/2002 to the SGX

(Post 42 of 52)   07/26/2002.22:08:38
Author :
Tinpeng
Fundamentalists will buy at a higher price... This stock is a gem... Just like HTL, which I bought last year at 19 cents...Now it is 60 over cents.... Company will gain from the distribution of Jagure with respect to the recovery of Singapore's economy.

(Post 43 of 52)   08/06/2002.17:28:11
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

DISPUTE RELATING TO SHAREHOLDERS' AGREEMENT


We refer to our previous announcements made on 2 April 2002 and 16 May 2002. The Company wishes to inform that the hearing date of the application in the High Court of Malaya at Kuala Lumpur by O'Connor's Holdings Pte Ltd ("OCH"), a wholly-owned subsidiary of the Company, for an injunction to restrain OCB Berhad ("OCB") from convening an Extraordinary General Meeting of OCB to vote on a Shareholders' Agreement entered into between OCH and OCB on 10 April 1997 has been adjourned from 6 August 2002 to 10 October 2002.
Submitted by Ong Kim Teck, Secretary on 06/08/2002 to the SGX

(Post 44 of 52)   08/15/2002.23:35:55
Author :
Tinpeng
I think people are making a mistake by selling this counter...HAHAHA

(Post 45 of 52)   09/17/2002.18:21:04
Author :
Sipost
WEARNES INTERNATIONAL (1994) LIMITED

SHAREHOLDERS' DISPUTE RELATING TO KUMPULAN O'CONNOR'S (MALAYSIA) SDN BHD


Please view announcement here.

(Post 46 of 52)   10/01/2003.11:00:54
Author :
Louislch
Anyone with a view on this company? Understand that div yield is pretty high and they've invested in some new projects in Malaysia (water) and Australia (sand) in the last few years.

(Post 47 of 52)   11/26/2003.23:44:56
Author :
Warren
The Group's core businesses comprise: (1) distribution of Automotive Vehicles, Industrial & Construction Equipment, (2) provision of turnkey projects and system integration services to the Telecommunications, Broadcasting, Security & Surveillance, Lighting and Multimedia industries by the O'Connor's group of companies, (3) supply of water treatment equipment and systems based on its EPD Wearnes technology and (4) mining and distribution of mineral and specialty sands in Australia.

(Post 48 of 52)   11/26/2003.23:45:22
Author :
Warren
In the Automotive & Equipment Sector, sales of Bentley, Jaguar and Volvo cars are expected to increase with the expected launch of several new models as well as the commencement of Volvo car sales in Kuala Lumpur and Hong Kong.

The Telecommunications, Broadcasting and Professional Equipment Sector has further strengthened its compeitive position in the regional market with its established track record and enhanced multi-technical resources. This has resulted in an increase in the order book.

In the Mineral Resource Sector, higher sales are expected due to more competitive pricing resulting from improved plant efficiencies.

(Post 49 of 52)   08/25/2004.23:57:40
Author :
Warren
25Aug2004

WEARNES INTL, dbs remains a BUY with target price $1.20
- The group turned in a good set of results for the third quarter ending June. Net profit rose by 40%, boosted in part by a lower effective tax rate, whilst revenues and operating profits rose by 22% and 31%, respectively. All three core divisions will continue to perform well, with the potential for upside surprises in the telecoms division due to completion of major projects during the quarter. The stock remains attractive given the high yield of 8%, and double-digit EPS growth this year and next. Our target price of $1.20 is conservative, pegging the stock at still reasonable dividend yield of 6.6%, a PB of 1.2x and a PE of 13x.
- On track to meet our full year forecast. The group posted a good set of third quarter results and is on track to meet our full year net profit forecast of $15.8m. It posted revenue growth of 22% in the third quarter, and 39% YTD. The effective tax rate declined to 16% due to the reduction in the Singapore corporate tax rate, as well as savings from unutilized tax losses.
- Automotive division continues to drive revenues. The revenue boost came mainly from the automotive division +31% in 3Q, reflecting stronger sales of the Jaguar, Volvo and Chevrolet marques in Singapore, and maiden contributions from the KL and HK Volvo dealerships. S,G&A rose on higher sales. This offset a 30% dip in 3Q revenues from the telco division due to the phasing out the mobile phone and consumer distribution business in Malaysia. The mineral sector saw a 40% increase in 3Q due to increased supply of specialty sand to the buoyant construction sector in Queensland.
- Telecoms division will be wildcard in 4Q. For the final quarter, the group expects growth to remain strong for the automotive and mineral divisions, whilst the telecom division should benefit from the continual increase in orders and major project deliveries. We are maintaining our net profit forecast for the year, but we believe that there could be upside depending on the degree of project completion in the current quarter.

(Post 50 of 52)   02/17/2005.08:35:55
Author :
Guest000
target of 1.20 reached.

the next target?


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