September 28, 2012

Company announcements: BSTEAD, LIONDIV, BJCORP, ECOFIRS, LIONCOR, LIONIND, TA

BSTEAD - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)

Announcement Type: General Announcement
Company NameBOUSTEAD HOLDINGS BERHAD  
Stock Name BSTEAD  
Date Announced28 Sept 2012  
CategoryGeneral Announcement
Reference NoMI-120928-60627

TypeAnnouncement
SubjectTAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description(I) ACQUISITION BY BOUSTEAD BUILDING MATERIALS SDN BHD (“BBM” OR THE “OFFEROR”), A WHOLLY OWNED SUBSIDIARY OF BOUSTEAD SEGARIA SDN BHD (“BSS”), WHICH IN TURN IS A WHOLLY OWNED SUBSIDIARY OF BHB OF 82,473,610 ORDINARY SHARES OF RM1.00 EACH IN JOHAN CERAMICS BERHAD (“JCB”) (“JCB SHARE(S)”) REPRESENTING 97.14% EQUITY INTEREST IN JCB FROM LEMBAGA TABUNG ANGKATAN TENTERA (“LTAT”) FOR A CASH CONSIDERATION OF RM28,865,763.50 OR RM0.35 PER JCB SHARE (“ACQUISITION OF JCB”); AND

(II) UNCONDITIONAL TAKE-OVER OFFER BY BBM THROUGH AFFIN INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING 2,424,900 ORDINARY SHARES OF RM1.00 EACH IN JCB (“OFFER SHARE(S)”) NOT ALREADY HELD BY THE OFFEROR AND ITS PERSONS ACTING IN CONCERT FOR A CASH OFFER PRICE OF RM0.40 PER OFFER SHARE (“OFFER”).

Unless otherwise stated, words and expressions used in this announcement shall have the same meaning as those attributed to them in the announcement dated 27 June 2012 (“Announcement”).

We refer to the announcements dated 27 June 2012 and 26 September 2012 made by AFFIN Investment on behalf of the Board of Directors of BHB (“Board”).

On behalf of the Board, AFFIN Investment is pleased to announce that the Acquisition of JCB has been completed today.

With the completion of the Acquisition of JCB, BBM, a wholly owned subsidiary of BSS, which in turn is a wholly-owned subsidiary of BHB, holds 82,473,610 JCB Shares representing approximately 97.14% of the issued and paid-up share capital of JCB.�

This announcement is dated 28 September 2012.



LIONDIV - Notice of Person Ceasing (29C) - Tan Sri Cheng Yong Kim ("TSAC")

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NameLION DIVERSIFIED HOLDINGS BERHAD  
Stock Name LIONDIV  
Date Announced28 Sept 2012  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoLD-120928-9F9B6

Particulars of substantial Securities Holder

NameTan Sri Cheng Yong Kim ("TSAC")
Address1103 Apartment Desa Kudalari
Lorong Kuda
Jalan Tun Razak
50450 Kuala Lumpur
NRIC/Passport No/Company No.500202-66-5029
Nationality/Country of incorporationPermanent Resident in Malaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each ("Shares")
Date of cessation26/09/2012
Name & address of registered holderLion Development (Penang) Sdn Bhd ("LDP") (232,889 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Lion Holdings Sdn Bhd
but beneficially owned by LDP (829,000 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Narajaya Sdn Bhd ("Narajaya") (587,801 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Scotia Nominees (Tempatan) Sdn Bhd
Pledged securities account for Narajaya (89,410,000 Shares)
Menara Boustead
69 Jalan Raja Chulan
P.O. Box 11056, 50734 Kuala Lumpur
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed91,059,690 
Price Transacted ($$) 
Circumstances by reason of which a person ceases to be a substantial securities HolderConsequent upon the reduction in TSAC's interest in shares in LDP to less than 15% on 26 September 2012 due to an internal restructuring exercise, TSAC ceased to be interested in the securities beneficially owned by LDP and its wholly-owned subsidiary, Narajaya.
Nature of interestIndirect
Date of notice28/09/2012


LIONDIV - Notice of Person Ceasing (29C) - Lion Realty Private Limited ("LRPL")

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NameLION DIVERSIFIED HOLDINGS BERHAD  
Stock Name LIONDIV  
Date Announced28 Sept 2012  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoLD-120928-9F9B4

Particulars of substantial Securities Holder

NameLion Realty Private Limited ("LRPL")
Address10 Arumugam Road # 10-00
Lion Building A
Singapore 409957
NRIC/Passport No/Company No.197300011G
Nationality/Country of incorporationSingapore
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each ("Shares")
Date of cessation26/09/2012
Name & address of registered holderLion Development (Penang) Sdn Bhd ("LDP") (232,889 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Lion Holdings Sdn Bhd
but beneficially owned by LDP (829,000 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Narajaya Sdn Bhd ("Narajaya") (587,801 Shares)
Level 14, Office Tower
No. 1 Jalan Nagasari
(Off Jalan Raja Chulan)
50200 Kuala Lumpur

Scotia Nominees (Tempatan) Sdn Bhd
Pledged securities account for Narajaya (89,410,000 Shares)
Menara Boustead
69 Jalan Raja Chulan
P.O. Box 11056, 50734 Kuala Lumpur
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed91,059,690 
Price Transacted ($$) 
Circumstances by reason of which a person ceases to be a substantial securities HolderConsequent upon the cessation of LRPL's interest in shares in LDP on 26 September 2012 due to an internal restructuring exercise, LRPL ceased to be interested in the securities beneficially owned by LDP and its wholly-owned subsidiary, Narajaya.
Nature of interestIndirect
Date of notice28/09/2012


LIONDIV - Changes in Director's Interest (S135) - Tan Sri Cheng Yong Kim ("TSAC")

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameLION DIVERSIFIED HOLDINGS BERHAD  
Stock Name LIONDIV  
Date Announced28 Sept 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoLD-120928-9F9B5

Information Compiled By KLSE

Particulars of Director

NameTan Sri Cheng Yong Kim ("TSAC")
Address1103 Apartment Desa Kudalari
Lorong Kuda
Jalan Tun Razak
50450 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary shares of RM0.50 each ("Shares")

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Others
26/09/2012
91,059,690
 

Description of other type of transactionCessation of interest
Circumstances by reason of which change has occurredConsequent upon the reduction in TSAC's interest in shares in Lion Development (Penang) Sdn Bhd ("LDP") to less than 15% on 26 September 2012 due to an internal restructuring exercise, TSAC ceased to be interested in the 91,059,690 Shares in Lion Diversified Holdings Berhad ("LDHB"), representing 12.35% of the issued and paid-up capital of LDHB beneficially owned by LDP and its wholly-owned subsidiary, Narajaya Sdn Bhd.
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units)7,841,337 
Direct (%)1.06 
Indirect/deemed interest (units)5,500,000 
Indirect/deemed interest (%)0.47 
Date of notice28/09/2012

Remarks :
The indirect interest after change comprises 3,500,000 Shares in LDHB and RM1,000,000 nominal value of 5-year 4% irredeemable convertible unsecured loan stocks 2008/2013 of LDHB ("ICULS") convertible into 2,000,000 new Shares at a conversion price of RM0.50 for each new Share. The percentage of indirect interest excludes the ICULS.

This disclosue also serves as a notification pursuant to Chapter 14 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.


BJCORP - General Announcement

Announcement Type: General Announcement
Company NameBERJAYA CORPORATION BERHAD  
Stock Name BJCORP  
Date Announced28 Sept 2012  
CategoryGeneral Announcement
Reference NoBC-120919-56181

TypeAnnouncement
SubjectOTHERS
DescriptionDISPOSAL OF THE ENTIRE 70% EQUITY INTEREST IN BERJAYA JOY LONG AUTO SDN BHD (“BJLA”)

1. INTRODUCTION
      The Board of Directors of Berjaya Corporation Berhad (“BCorporation”) wishes to announce that its wholly-owned subsidiary, Berjaya Group Berhad (“BGroup”), has on 28 September 2012 entered into a Share Sale Agreement (“SSA”) with Beyond Station Sdn Bhd (“Beyond Station”) and Ultimate Platform Sdn Bhd (“Ultimate Platform”) for the disposal of its entire 3.5 million ordinary shares of RM1.00 each representing 70% equity interest in BJLA (“Sale Shares”) for a total cash consideration of RM3.5 million or at RM1.00 per BJLA share (“Disposal”).
2. THE DISPOSAL

2.1. The Disposal involves the disposal by BGroup of the Sale Shares to Beyond Station and Ultimate Platform (collectively the “Purchasers”) in the following manner:

      i) 1.5 million Sale Shares or 30% stake to Beyond Station for RM1.5 million cash; and
      ii) 2.0 million Sale Shares or 40% stake to Ultimate Platform for RM2.0 million cash.
The total cash consideration for the Disposal of RM3.5 million was paid upon signing of the SSA.
    2.2 The Sale Shares was disposed of free and clear of all liens, charges and claim of any kind of restrictions whatsoever in nature and shall rank pari passu in all respects with the existing shares of BJLA.

    2.3 BJLA has ceased to be a subsidiary of BCorporation as a result of the Disposal.

    2.4 The Consideration of RM3.5 million for the Disposal is based on the par value of the BJLA shares after taking into consideration the net assets value of RM1.07 per BJLA share based on its financial statements as at 30 April 2012.
      2.5 BJLA was incorporated in Malaysia on 28 August 2009 under the Companies Act, 1965 and has an issued and paid-up share capital of RM5.0 million comprising 5.0 million ordinary shares of RM1.00 each. The principal activities of BJLA are importing, distributing and selling of the “Joylong” brand of commuter vehicle and related spare parts, accessories and tools.

      3. RATIONALE FOR THE DISPOSAL

          The Disposal enables the BCorporation Group to focus on its other motor business.

      4. CONDITIONS OF THE DISPOSAL

          The Disposal is not subject to any relevant authority’s approval.
      5. FINANCIAL EFFECTS OF THE DISPOSAL

      5.1 On Issued Share Capital and Shareholding Structure
            The Disposal does not have any effect on the issued share capital and shareholding structure of BCorporation.
          5.2 On Net Equity Funds and Earnings
              The Disposal will not have any material effects on the consolidated net equity funds and earnings of BCorporation for the current financial year ending 30 April 2013.

              The RM3.5 million cash proceeds arising from the Disposal will be utilized by the BCorporation Group for working capital purposes.

          6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
              None of the Directors and major shareholders of BCorporation and/or persons connected to them has any interest, direct or indirect, in the Disposal.

          7. DIRECTORS' RECOMMENDATION
              The Board of Directors of BCorporation is of the opinion that the Disposal is in the best interest of the Group.

          8. HIGHEST PERCENTAGE RATIO
              The computation of the highest percentage ratio applicable to the Disposal pursuant to Chapter 10, Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (“MMLR”) is 0.07%.

              An announcement is however required to be made pursuant to Chapter 9, Paragraph 9.19 (24) of the MMLR where BJLA has ceased to be a subsidiary of BCorporation as a result of the Disposal.

          9. DOCUMENT AVAILABLE FOR INSPECTION
              The SSA is available for inspection at the Registered Office of BCorporation at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1, Jalan Imbi, 55100 Kuala Lumpur, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.


          This Announcement is dated 28 September 2012.


          ECOFIRS - Annual Audited Accounts - 31 May 2012

          Announcement Type: PDF Submission
          Company NameECOFIRST CONSOLIDATED BHD  
          Stock Name ECOFIRS  
          Date Announced28 Sept 2012  
          CategoryPDF Submission
          Reference NoCC-120928-67B78

          SubjectAnnual Audited Accounts - 31 May 2012

          Attachments

          ECB - Pg32-65.pdf
          718 KB




          ECB Pg1-31.pdf
          1024 KB






          LIONCOR - Changes in Director's Interest (S135) - TAN SRI CHENG YONG KIM

          Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
          Company NameLION CORPORATION BERHAD  
          Stock Name LIONCOR  
          Date Announced28 Sept 2012  
          CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
          Reference NoLL-120928-8EF5C

          Information Compiled By KLSE

          Particulars of Director

          NameTAN SRI CHENG YONG KIM
          Address1103 Apartment Desa Kudalari, Lorong Kuda, Jalan Tun Razak, 50450 Kuala Lumpur
          Descriptions(Class & nominal value)Ordinary shares of RM1.00 each

          Details of changes

          Currency: Malaysian Ringgit (MYR)

          Type of transaction
          Date of change
          No of securities
          Price Transacted (RM)
          Others
          26/09/2012
          33,888,383
           

          Description of other type of transactionConsequent upon Tan Sri Cheng Yong Kim's reduction in his interest in shares in Lion Development (Penang) Sdn Bhd ("LDP") to less than 15% on 26 September 2012 due to an internal restructuring exercise, he ceased to be interested in the 33,888,383 ordinary shares of RM1.00 each in Lion Corporation Berhad ("LCB"), representing 2.575% of the issued and paid-up capital of LCB beneficially owned by LDP and its subsidiaries as follows:

          (1) Lion Development (Penang) Sdn Bhd - 8,218 shares (0.001%)

          (2) Lion Holdings Sdn Bhd - 2,920,404 shares (0.222%);

          (3) Finlink Holdings Sdn Bhd - 206,378 shares (0.016%);

          (4) Teck Bee Mining (M) Sendirian Berhad - 347,708 shares (0.026%);

          (5) Tirta Enterprise Sdn Bhd - 2,167,805 shares (0.165%);

          (6) Happyvest (M) Sdn Bhd - 20,971 shares (0.002%);

          (7) Panoron Sdn Bhd - 5,362 shares (negligible);

          (8) Araniaga Holdings Sdn Bhd - 238 shares (negligible);

          (9) Amanvest (M) Sdn Bhd - 6,063,462 shares (0.461%);

          (10) Horizon Towers Sdn Bhd - 18,401,098 shares (1.398%);

          (11) Lion Management Sdn Bhd - 434,734 shares (0.033%);

          (12) Bayview Properties Sdn Bhd - 36 shares (negligible); and

          (13) Narajaya Sdn Bhd - 3,311,969 shares (0.252%).
          Circumstances by reason of which change has occurred
          Nature of interestIndirect
          Consideration (if any) 

          Total no of securities after change

          Direct (units)541,903 
          Direct (%)0.04 
          Indirect/deemed interest (units)2,648,497 
          Indirect/deemed interest (%)0.15 
          Date of notice28/09/2012

          Remarks :
          The indirect/deemed interest (units) comprises:

          (i) 2,010,297 LCB shares; and
          (ii) 638,200 warrants with a right to subscribe for one new LCB share for every one warrant held.

          This disclosure also serves as a notification pursuant to Chapter 14 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.


          LIONIND - Changes in Director's Interest (S135) - TAN SRI CHENG YONG KIM

          Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
          Company NameLION INDUSTRIES CORPORATION BERHAD  
          Stock Name LIONIND  
          Date Announced28 Sept 2012  
          CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
          Reference NoLI-120928-93419

          Information Compiled By KLSE

          Particulars of Director

          NameTAN SRI CHENG YONG KIM
          Address1103 Apartment Desa Kudalari, Lorong Kuda, Jalan Tun Razak, 50450 Kuala Lumpur
          Descriptions(Class & nominal value)Ordinary shares of RM1.00 each

          Details of changes

          Currency: Malaysian Ringgit (MYR)

          Type of transaction
          Date of change
          No of securities
          Price Transacted (RM)
          Others
          26/09/2012
          7,672,420
           

          Description of other type of transactionConsequent upon Tan Sri Cheng Yong Kim's reduction in his interest in shares in Lion Development (Penang) Sdn Bhd ("LDP") to less than 15% on 26 September 2012 due to an internal restructuring exercise, he ceased to be interested in the 7,672,420 ordinary shares of RM1.00 each in Lion Industries Corporation Berhad ("LICB"), representing 1.07% of the issued and paid-up capital of LICB with voting rights beneficially owned by LDP and its subsidiaries as follows:

          1) LDP - 225,257 shares (0.03%)

          2) Amanvest (M) Sdn Bhd - 3,292,226 shares (0.46%)

          3) Lion Holdings Sdn Bhd - 952,451 shares (0.13%)

          4) Tirta Enterprise Sdn Bhd - 60,243 shares (0.01%)

          5) Horizon Towers Sdn Bhd - 122,290 shares (0.02%)

          6) Lion Management Sdn Bhd - 3,019,953 shares (0.42%)
          Circumstances by reason of which change has occurred
          Nature of interestIndirect
          Consideration (if any) 

          Total no of securities after change

          Direct (units)7,246,989 
          Direct (%)1.01 
          Indirect/deemed interest (units)1,687,013 
          Indirect/deemed interest (%)0.24 
          Date of notice28/09/2012

          Remarks :
          This disclosure also serves as a notification pursuant to Chapter 14 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.


          TA - PROVISION OF FINANCIAL ASSISTANCE

          Announcement Type: General Announcement
          Company NameTA ENTERPRISE BERHAD  
          Stock Name TA  
          Date Announced28 Sept 2012  
          CategoryGeneral Announcement
          Reference NoTE-120928-58044

          TypeAnnouncement
          SubjectPROVISION OF FINANCIAL ASSISTANCE
          DescriptionPROVISION OF FINANCIAL ASSISTANCE PURSUANT TO PARAGRAPHS 3.1 AND 3.3 OF THE PRACTICE NOTE 11 OF THE BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS

          Pursuant to paragraph 3.1 of the Practice Note 11 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of TA Enterprise Berhad wishes to announce that the Company’s subsidiary, TA Capital Sdn Bhd, had provided new financial assistance during the reporting quarter ended 31 July 2012 as stated below:-

          Types of financial assistance:

          -������������ Term loan facility amounting to RM56,168,735; and

          -������������ ESOS loan facility amounting to RM37,895,583; and

          -������������ IPO loan facility amounting to RM86,412,500.

          Financial impact:

          -������������The aforesaid provision of financial assistance has increased the Group’s earnings and net asset for the financial quarter ended 31 July 2012 by the interest earned of RM1,546,948. The provision has no effects on the share capital and substantial shareholders’ shareholding of the Group.

          The above term loan facility includes RM15,000,000 provided to Oaxis Sdn. Bhd., an associated company of the Group.

          Saved as disclosed in above, none of the Directors of the Company, substantial shareholders and persons connected with the Directors and substantial shareholders of the Company has any interest, whether direct or indirect, in the provision of financial assistance.

          The Board also wishes to furnish the quarterly disclosure for TA Capital Sdn Bhd for the quarter ended 31 July 2012 in accordance with paragraph 3.3 of the Practice Note 11 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements as attached. This has been separately announced earlier on 9 August 2012, pursuant to paragraph 8.23(2)(e) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements.

          This announcement is dated 28 September 2012.



          TA - Quarterly rpt on consolidated results for the financial period ended 31/7/2012

          Announcement Type: Financial Results
          Company NameTA ENTERPRISE BERHAD  
          Stock Name TA  
          Date Announced28 Sept 2012  
          CategoryFinancial Results
          Reference NoTE-120928-58811

          Financial Year End31/01/2013
          Quarter2
          Quarterly report for the financial period ended31/07/2012
          The figureshave not been audited

          Attachments

          TAEQ213-Final.pdf
          101 KB

          • Default Currency
          • Other Currency

          Currency: Malaysian Ringgit (MYR)

          SUMMARY OF KEY FINANCIAL INFORMATION
          31/07/2012

           
          INDIVIDUAL PERIOD
          CUMULATIVE PERIOD
          CURRENT YEAR QUARTER
          PRECEDING YEAR
          CORRESPONDING
          QUARTER
          CURRENT YEAR TO DATE
          PRECEDING YEAR
          CORRESPONDING
          PERIOD
          31/07/2012
          31/07/2011
          31/07/2012
          31/07/2011
          $$'000
          $$'000
          $$'000
          $$'000
          1Revenue
          176,949
          156,003
          353,150
          330,722
          2Profit/(loss) before tax
          11,108
          45,228
          42,630
          100,543
          3Profit/(loss) for the period
          6,580
          34,406
          31,803
          76,347
          4Profit/(loss) attributable to ordinary equity holders of the parent
          6,620
          26,236
          27,119
          59,958
          5Basic earnings/(loss) per share (Subunit)
          0.39
          1.53
          1.58
          3.50
          6Proposed/Declared dividend per share (Subunit)
          0.00
          0.00
          0.00
          0.00


          AS AT END OF CURRENT QUARTER
          AS AT PRECEDING FINANCIAL YEAR END
          7
          Net assets per share attributable to ordinary equity holders of the parent ($$)
          0.9800
          0.9300
          Definition of Subunit:

          In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
          Example for the subunit as follows:

          CountryBase UnitSubunit
          MalaysiaRinggitSen
          United StatesDollarCent
          United KingdomPoundPence


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