Bursa Malaysia Securities Publicly Reprimands Rev Asia Berhad For Breach Of Ace Market Listing Requirements

Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded REV Asia Berhad (REV) (formerly known as CATCHA Media Berhad) for breaching Rule 9.16(1)(a) of the Bursa Malaysia Securities ACE Market Listing Requirements (ACE LR) for failing to ensure  the accuracy of its quarterly reports announced to the market. The quarterly reports were for financial period ended 31 March 2013 (1^st QR 2013), 30 June 2013 (2^nd QR 2013), 30 September 2013 (3^rd QR 2013) and 31 December 2013 (4^th QR 2013) which were announced on 30 May 2013, 30 August 2013, 28 November 2013 and 28 February 2014 respectively.

Pursuant to Rule 9.16(1)(a) of the ACE LR, a listed corporation must ensure that each announcement made is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.

The public reprimand was imposed pursuant to Rule 16.19(1) of the ACE LR after taking into consideration all facts and circumstances of the matter and upon completion of due process.  

REV is also required to review and ensure the adequacy and effectiveness of its financial reporting function and carry out a limited review on its quarterly report submissions. The limited review must be performed by the company’s external auditors for four quarters commencing no later from the quarterly report for the financial period ended 31 December 2014. In addition, REV must ensure all its directors and relevant personnel attend a training programme in relation to compliance with the ACE LR particularly pertaining to financial statements.

While Bursa Malaysia Securities has not found any of REV’s directors to have caused or permitted the breach by the company, Bursa Malaysia Securities wishes to highlight that it is the duty of the directors to maintain appropriate standards of responsibility and accountability in ensuring compliance of the ACE LR. The Board of Directors of REV at the material time were as follows:-

(i)             Dato’ Larry Gan Nyap Liou @ Gan Nyap Liow

(ii)            Mah Yong Sun

(iii)           Patrick Y-Kin Grove

(iv)          Lucas Robert Elliott

(v)           Kensuke Tsurumaru

(vi)          Dr. Lim Yin Chow (Resigned on 10 January 2014)

Bursa Malaysia Securities views the contravention seriously and has reminded REV and its Board of Directors of their obligation to uphold appropriate standards of responsibility and accountability to shareholders and the investing public.

BACKGROUND

REV had failed to take into account the gain on dilution of interest in the company’s associates, iCar Asia Ltd (iCar) in the 1^st QR 2013, 2^nd QR 2013, 3^rd QR 2013 and 4^th QR 2013.

The gain on dilution of interest arose from the issuance of new shares by iCar and the company had in fact disclosed the dilution in interest in its quarterly reports.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

The impact / materiality of the gain on dilution of interest on REV’s quarterly reports was as follows:-

REV had failed to undertake reasonable assessment on the impact of the dilution in the 1^st QR 2013, 2^nd QR 2013 and 3^rd QR 2013. In respect of the 4^th QR 2013, REV had reported a gain on dilution of interest of RM5.984 million and due to miscalculation in the workings, the company subsequently revised it to RM11.825 million in the audited accounts for the FYE 31 December 2013.