September 8, 2010

Company announcements: MISC, MPHB, MEASAT, PMIND, BAT, TCHONG, MEDIA, UMW

MISC - General Announcement

Announcement Type: General Announcement
Company Name: MISC BERHAD
Stock Name: MISC
Date Announced: 08/09/2010

Announcement Detail:
Type: Announcement

Subject: MISC BERHAD ("MISC")

PROPOSED ACQUISITION BY MTTI SDN. BHD. (FORMERLY KNOWN AS MAGNA CONGLOMERATE SDN. BHD.)("MTTI"), A WHOLLY-OWNED SUBSIDIARY OF MISC, OF 50% OF THE ISSUED SHARE CAPITAL OF VTTI B.V. ("VTTI")

Contents: (Unless stated otherwise, the definitions and abbreviations used in this announcement shall carry the same meaning as defined in the announcement dated 17 May 2010).

We refer to the announcement dated 17 May 2010 in relation to the Proposed Acquisition.

MISC is pleased to announce that it has received the approvals and consents by, and made notifications to, the relevant regulatory and government authorities, including the competition authorities necessary for the transactions and matters contemplated in the Sale and Purchase Agreement (SPA). As such, all conditions precedent stipulated in the SPA have been fulfilled.

As provided under the SPA :

a) the Purchase Consideration had been subjected to price adjustment, taking into account capital expenditure, working capital and other items mutually agreed between MISC and Vitol from the accounts date of 31 December 2009 to the Completion Date under the SPA;

b) thereafter, a final Purchase Consideration will be computed based on the final Completion accounts.

Hence, based on VTTI's provisional Completion accounts dated 31 August 2010, which takes into account the estimated capital expenditure, working capital and other items agreed between MISC and Vitol from the accounts date of 31 December 2009 to 31 August 2010, the net Purchase Consideration for the Proposed Acquisition, including adjustment for MISC's divestment in Asia Tank Terminals Limited ("ATTL"), a company which was jointly-controlled with VTTI, is approximately USD839 million. The increase in the Purchase Consideration is substantially due to the capital expenditure incurred over the period between 31 December 2009 and 31 August 2010.

As a result of the Proposed Acquisition, MISC's shareholding in relation to ATTL had also been disposed to VTTI Tanjung Bin S.A for a sum of USD42 million and the JVA between MISC, MISC International (L) Limited, VTTI and VTTI Tanjung Bin S.A had been terminated. With the net adjustment made to the Purchase Consideration, the sum of USD42 million was deemed to have been paid on 7 September 2010. With the Completion, MISC's investment in ATB will be held through VTTI.

Accordingly, after deducting the deposit paid upon signing of the SPA on 17 May 2010, the balance of the Purchase Consideration amounting to approximately USD765 million was paid on 7 September 2010.

The final Purchase Consideration based on the final Completion accounts will be announced on a later date.

Pursuant thereto, the Proposed Acquisition was completed on 7 September 2010.

SHAREHOLDERS AGREEMENT BETWEEN MTTI, MARTANK AND VTTI ("THE SHA")

With the completion of the Proposed Acquisition, MTTI, VTTI and Martank had entered into the SHA in relation to MTTI and Martank's equity participation in VTTI.

The salient terms of the SHA

a) Governance
The main purpose of the SHA is to set out the terms and conditions for (i) the organization and governance; and (ii) the relationship between the shareholders.

b) Management
VTTI will be managed by a two-tier board consisting of an Executive Board and a Supervisory Board, in line with Dutch law requirements. The Executive Board will manage the business and the affairs of VTTI, and will be supervised by the Supervisory Board.

(c) The eventual issued and paid-up capital of VTTI
VTTI's issued share capital will be Euro 50,000 comprising 250 ordinary shares to be held by Martank and 250 ordinary shares to be held by MTTI with par value of Euro 100 each. The share capital will be increased from time to time depending on VTTI's business requirements in the future.

This announcement is dated 8 September 2010.


MPHB - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: MULTI-PURPOSE HOLDINGS BERHAD
Stock Name: MPHB
Date Announced: 08/09/2010

Announcement Detail:
Date of buy back: 08/09/2010

Description of shares purchased: Ordinary shares of RM1.00 each

Currency: Malaysian Ringgit (MYR)

Total number of shares purchased (units): 70,000

Minimum price paid for each share purchased ($$): 2.090

Maximum price paid for each share purchased ($$): 2.090

Number of shares purchased retained in treasury (units): 70,000

Number of shares purchased which are proposed to be cancelled (units): 0

Cumulative net outstanding treasury shares as at to-date (units): 10,338,031

Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.96

Remarks: The number of shares with voting rights in issue after the above share buy back is 1,067,410,623.


MEASAT - General Announcement

Announcement Type: General Announcement
Submitting Merchant Bank: N/A
Company Name: MEASAT GLOBAL BERHAD
Stock Name: MEASAT
Date Announced: 08/09/2010

Announcement Detail:
Type: Announcement

Subject: MEASAT GLOBAL BERHAD ("MEASAT")
- Conditional take-over offer by MEASAT Global Network Systems Sdn Bhd ("MGNS" or "Offeror") through CIMB Investment Bank Berhad ("CIMB") and Maybank Investment Bank Berhad ("Maybank IB") to acquire all of the ordinary shares of RM0.78 each in MEASAT not already held by MGNS ("Offer Shares") at a cash offer price of RM4.20 for each Offer Share ("Offer")

Contents: We refer to our earlier announcements dated 28 July, 13 August, 18 August, 27 August, 3 September, 6 September and 7 September 2010 in relation to the Offer.

We wish to announce that based on the Record of Depositors relating to the securities of the Company dated 7 September 2010, the number of MEASAT shares of RM0.78 each ("MEASAT Shares") held by MGNS is 374,485,193 representing 96.04% of the total MEASAT Shares.

Notwithstanding that MGNS holds more than 90% of MEASAT Shares, as far as the Company is aware, the Offer is still conditional upon the 90% Acceptance Condition as set out in the Section 2.2 of the Offer Document, being met.

Arising from the above as the public shareholding spread of MEASAT is below 10% of the total listed shares and in view of that the Offeror has no intention to maintain the listing status of MEASAT pursuant to Paragraph 16.02(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), Bursa Securities shall suspend trading in all the securities of MEASAT upon the expiry of five (5) market days from the date of this announcement.

This announcement is dated 8 September 2010.


PMIND - PMIND-Exercise of Warrants ("Exercise")

Announcement Type: Listing Circular
Company Name: PAN MALAYSIAN INDUSTRIES BERHAD
Stock Name: PMIND
Date Announced: 08/09/2010

Announcement Detail:
Subject: PMIND-Exercise of Warrants ("Exercise")

Contents: Kindly be advised that the abovementioned Company's additional 1,072,071 new ordinary shares of RM0.05 each arising from the aforesaid Exercise will be granted listing and quotation with effect from 9.00 a.m., Thursday, 9 September 2010.


BAT - General Announcement

Announcement Type: General Announcement
Company Name: BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD
Stock Name: BAT
Date Announced: 08/09/2010

Announcement Detail:
Type: Announcement

Subject: British American Tobacco (Malaysia) Berhad ("Company" or "BATM")
- Announcement pursuant to Paragraph 10.09(2)(e) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

Contents: Reference is made to the general mandate for BATM to enter into Recurrent Related Party Transactions ("RRPTs") approved by the shareholders of the Company at the 49th Annual General Meeting held on 20 April 2010 ("Shareholders' Mandate").

Pursuant to Paragraph 10.09(2)(e) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that the Actual Value of the RRPTs as set out in Table 1 below has exceeded 10% of the Estimated Value as disclosed in the circular to the shareholders dated 25 March 2010.


TCHONG - General Announcement

Announcement Type: General Announcement
Company Name: TAN CHONG MOTOR HOLDINGS BERHAD
Stock Name: TCHONG
Date Announced: 08/09/2010

Announcement Detail:
Type: Announcement

Subject: TAN CHONG MOTOR HOLDINGS BERHAD ("TCMH" or "the Company")
Sole and Exclusive Right to Assemble and Distribute Silver Bus Vehicles

Contents: Introduction

The Board of Directors of TCMH is pleased to announce that on 8 September 2010, Tan Chong Industrial Equipment Sdn. Bhd. ("TCIE"), a wholly-owned subsidiary of TCMH, has entered into an Exclusive CKD Franchise and Distribution Agreement ("Agreement") with Xi'an Silver Bus Corporation ("Silver Bus") in respect of the sole and exclusive right to assemble and distribute completely knocked-down ("CKD") buses under the brand of Silver Bus ("Vehicles") in Malaysia and such other countries as TCIE and Silver Bus ("Parties") may agree from time to time ("Territory").

Information on TCIE

TCIE, a wholly-owned subsidiary of TCMH, was incorporated under the Companies Act, 1965 in Malaysia on 5 December 1972 with a current authorized and paid-up share capital of RM200,000,000 and RM169,000,000 respectively. It has been involved in the distribution of trucks and buses under the brand of UD Trucks (formerly Nissan Diesel) since 1978 and has established itself as one of the leading commercial vehicle distributors in Malaysia. Currently, TCIE operates 11 UD 3-S centres in Malaysia, supported by 29 UD authorised sales dealers and 36 authorised service dealers. TCIE also provides 24-hour breakdown service.

Information on Silver Bus

Silver Bus, a company incorporated under the laws of the People's Republic of China in 1994, is a joint venture company between Volvo Bus Corporation ("Volvo") and Xi'an Aircraft Industry (Group) Company Limited ("XAC").

Through the joint venture, Silver Bus is able to capitalise on the technologies of Volvo products and the standards used in aircraft assembly from XAC in developing high standard coaches. Since its establishment, Silver Bus has rolled out a series of high grade coaches, including B10M, B12M, 9300, 9600, 9800, 990 and 900 and established itself as a market leader in the luxury coaches market in China.

Salient Terms of the Agreement

Pursuant to the Agreement, Silver Bus grants TCIE, among others, the sole and exclusive right:

(a) to assemble, distribute and sell the Vehicles in the Territory;
(b) to construct or perform body paneling works in respect of the bus chassis assembled by TCIE using the CKD parts supplied by Silver Bus and localised parts; and
(c) to perform after-sales services on the Vehicles.

The Agreement is conditional and subject to the fulfillment of the following conditions precedent within a period of four (4) months from the date of the Agreement or such extended period(s) as shall be mutually agreed upon by the Parties:

(a) signing of Technical Assistance Agreement and After Sales Service Agreement (including Overseas Warranty Policy) by the Parties; and
(b) TCIE obtaining the approval/license to assemble the Vehicles from the government authority of the Territory.

The effective period of the Agreement shall be ten (10) years from the effective date of the Agreement (i.e. when the Agreement becomes unconditional). TCIE and Silver Bus shall negotiate and discuss the renewal of the Agreement at least six (6) months prior to the expiration of the Agreement subject to the terms and conditions to be mutually agreed upon.

Rationale

TCIE has an established sales and after-sales service network for UD Trucks vehicles throughout Malaysia. Assembly of UD Trucks vehicles is done by Tan Chong Motor Assemblies Sdn. Bhd., a related company of TCIE. The assembly and distribution of Silver Bus vehicles will be carried out using the existing business structure of TCIE thus enabling TCIE to expand its product range into Chinese luxury coaches with minimal capital expenditure investments.

UD Trucks Corporation (formerly known as Nissan Diesel Motor Co., Ltd.) has given its consent for TCIE to engage in the importation and distribution of buses under the Silver Bus brand in Malaysia.

Financial Effects

The capital expenditure required for the new business venture including purchase of jigs and accessories for the assembly of Vehicles is estimated at RM100,000 to be fully funded by TCIE from its internal sources.

Distribution of the Vehicles in Malaysia is expected to commence in the second quarter of 2011 with a projected sales volume of 80 units in the first year of operation. For the year ended 31 December 2009, TCIE sold 1,810 units of UD trucks and buses. The new business venture will not have any material impact on the Group's revenue and profit for the year ending 31 December 2010 but is expected to contribute positively to the earnings of the Group in the long term.

Directors' and Major Shareholders' Interests

None of the directors and major shareholders of TCMH and/or persons connected with them have any interest, direct or indirect, in the Agreement.

Directors' Statement

The directors of TCMH are of the opinion that the Agreement is in the best interest of the TCMH Group.


This announcement is dated 8 September 2010.


MEDIA - MEDIA-Employees' Share Option Scheme ("Scheme")

Announcement Type: Listing Circular
Company Name: MEDIA PRIMA BERHAD
Stock Name: MEDIA
Date Announced: 08/09/2010

Announcement Detail:
Subject: MEDIA-Employees' Share Option Scheme ("Scheme")

Contents: Kindly be advised that the abovementioned Company's additional 139,860 new ordinary shares of RM1.00 each issued pursuant to the Scheme will be granted listing and quotation with effect from 9.00 a.m., Thursday, 9 September 2010.


MEDIA - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Company Name: MEDIA PRIMA BERHAD
Stock Name: MEDIA
Date Announced: 08/09/2010

Announcement Detail:
Whether the corporate proposal involves the issuance of new type and new class of securities?: No

Types of corporate proposal: Acquisitions

Details of corporate proposal: UNCONDITIONAL TAKE-OVER OFFER BY MEDIA PRIMA BERHAD ("MPB") TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN THE NEW STRAITS TIMES PRESS (MALAYSIA) BERHAD ("NSTP") NOT ALREADY OWNED BY MPB ("OFFER SHARES") AT AN OFFER PRICE OF RM2.40 PER OFFER SHARE, TO BE SATISFIED BY THE ISSUANCE OF SIX (6) ORDINARY SHARES OF RM1.00 EACH IN MPB AT AN ISSUE PRICE OF RM2.00 EACH ("CONSIDERATION SHARES") AND ONE (1) FREE WARRANT IN MPB ("CONSIDERATION WARRANT"), FOR EVERY FIVE (5) OFFER SHARES ACCEPTED ("OFFER")

No. of shares issued under this corporate proposal: 469,935

Issue price per share ($$): MYR 2.000

Par Value ($$): MYR 1.000

Units: 998,308,744

Currency: MYR 998,308,744.000

Listing Date: 09/09/2010


UMW - General Announcement

Announcement Type: General Announcement
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 08/09/2010

Announcement Detail:
Type: Announcement

Subject: Dealing by Principal Officers of UMW Holdings Berhad ("UMW") outside closed period pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

Contents: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Principal Officers of UMW had transacted in the securities of UMW, as set out in Table 1 below.


UMW - UMW-EMPLOYEE SHARE OPTION SCHEME ("SCHEME")

Announcement Type: Listing Circular
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 08/09/2010

Announcement Detail:
Subject: UMW-EMPLOYEE SHARE OPTION SCHEME ("SCHEME")

Contents: Kindly be advised that the abovenamed Company's additional 2,911,000 new ordinary shares of RM0.50 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Monday, 13 September 2010.



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