September 14, 2012

Company announcements: TSH, SANBUMI, ADVPKG, QSR, INTEGRA, LSTEEL

TSH - Changes in Director's Interest (S135) - Datuk (Dr.) Kelvin Tan Aik Pen

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced14 Sept 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoTR-120913-28D95

Information Compiled By KLSE

Particulars of Director

NameDatuk (Dr.) Kelvin Tan Aik Pen
AddressMenara TSH
No. 8 Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
13/09/2012
200,000
 
Acquired
14/09/2012
200,000
 

Circumstances by reason of which change has occurredPurchase of shares via open market.
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)89,343,726 
Direct (%)10.71 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice14/09/2012


TSH - Changes in Sub. S-hldr's Int. (29B) - Datuk (Dr) Kelvin Tan Aik Pen

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced14 Sept 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoTR-120913-28DA3

Particulars of substantial Securities Holder

NameDatuk (Dr) Kelvin Tan Aik Pen
AddressMenara TSH, No. 8 Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
NRIC/Passport No/Company No.570907-10-6095
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderAlliancegroup Nominees (Tempatan) Sdn. Bhd.
- Pledged securities account for Tan Aik Pen
6th Floor, Menara Multi-Purpose Capital Sequare
8, Jalan Munshi Abdullah
50100 Kuala Lumpur

AmBank (M) Berhad
- Pledged Securities Account for Tan Aik Pen
8th Floor, Bangunan AmBank Group
55 Jalan Raja Chulan
50200 Kuala Lumpur

Amsec Nominees (Tempatan) Sdn. Bhd.
- Pledged securities account - Ambank (M) Berhad for Tan Aik Pen
15th Floor, Bangunan AmBank Group
55, Jalan Raja Chulan
50200 Kuala Lumpur

ECML Nominees (Tempatan) Sdn. Bhd.
- Pledged securities account for Tan Aik Pen
Ground Floor, Bangunan ECM Libra
8, Jalan Damansara Endah
Damansara Heights
50490 Kuala Lumpur

HSBC Nominees (Tempatan) Sdn. Bhd.
- Pledged securities account for Tan Aik Pen
2, Jalan Lebuh Ampang
50100 Kuala Lumpur

RHB Capital Nominees (Tempatan) Sdn. Bhd.
- Pledged securities account for Tan Aik Pen
Level 3A, Tower One RHB Centre
Jalan Tun Razak
50400 Kuala Lumpur

Tan Aik Pen
Menara TSH, No. 8 Jalan Semantan
Damansara Heights
50490 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired13/09/2012
200,000
 
Acquired14/09/2012
200,000
 

Circumstances by reason of which change has occurredPurchase of shares via open market.
Nature of interestDirect
Direct (units)89,343,726 
Direct (%)10.71 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change89,343,726
Date of notice14/09/2012


TSH - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced14 Sept 2012  
CategoryGeneral Announcement
Reference NoMB-120914-62160

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionTSH RESOURCES BERHAD (“TSH” OR “COMPANY” OR “ULTIMATE OFFEROR”)

PROPOSED ACQUISITION BY BISA JAYA SDN BHD (“BJSB”), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF TSH TOGETHER WITH CHIN LEONG THYE SDN BHD (“CLTSB”), LEE CHIN HWA, LEE MIN HUAT AND LEE SEP PIAN (COLLECTIVELY THE “JOINT OFFERORS”) OF ALL THE VOTING SHARES OF RM1.00 EACH IN PONTIAN UNITED PLANTATIONS BERHAD (“PONTIAN”) (“PONTIAN SHARE(S)”) NOT ALREADY OWNED BY THE JOINT OFFERORS (“OFFER SHARE(S)”) AT AN OFFER PRICE OF RM90.00 PER OFFER SHARE VIA A VOLUNTARY CONDITIONAL TAKE-OVER OFFER (“PROPOSED OFFER”)
This announcement is dated 14 September 2012.
Reference is made to the earlier announcements in respect of the Proposed Offer (“Earlier Announcements”). Unless otherwise stated, all defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcements.

As at 14 September 2012, being the Final Extended Closing Date, the Joint Offerors collectively hold 2,416,398 Pontian Shares (including the Pontian Shares agreed to be acquired and acquired by the Joint Offerors after despatch of the Offer Document), representing approximately 27.94% of the total issued and paid-up share capital of Pontian.

On 14 September 2012, AmInvestment Bank Berhad (“AmInvestment Bank”) had announced on behalf of the Company that BJSB has dealt in Pontian Shares pursuant to a Share Sale Agreement entered into with one of the Joint Offerors on 14 September 2012 (“SSA”) to acquire 349,552 Pontian Shares subject to the terms and conditions under the SSA. Upon completion of the SSA, BJSB’s shareholding in Pontian shall increase to 1,748,221 Pontian Shares representing approximately 20.21% of the total issued and paid-up share capital of Pontian. Pontian will be an associate company of TSH, thus allowing TSH to equity account the results of Pontian in the coming financial years. For information, based on the Register of Members extracted on 13 July 2012, BJSB has become the single largest shareholder in Pontian.

Pursuant to the Proposed Offer and upon completion of the SSA, BJSB’s shareholding in Pontian will increase by 12.25% to 20.21%, representing approximately 154% increase to BJSB’s original shareholding of Pontian Shares prior to the Proposed Offer of 7.96%.

Accordingly, on behalf of TSH and the Joint Offerors, AmInvestment Bank wishes to announce that the Proposed Offer had closed at 5.00 p.m. (Malaysian time) on Friday, 14 September 2012.

Enclosed is the press notice issued by AmInvestment Bank on behalf of the Joint Offerors pursuant to Section 25(1) of the Malaysian Code on Take-Overs and Mergers, 2010 in relation to the above.


SANBUMI - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameSANBUMI HOLDINGS BERHAD  
Stock Name SANBUMI  
Date Announced14 Sept 2012  
CategoryGeneral Meetings
Reference NoCP-120817-41635

Type of MeetingAGM
IndicatorOutcome of Meeting
Date of Meeting14/09/2012
Time10:00 AM
Venuethe Conference Room,
Second Floor,
Wisma EMC,
972 Jalan Baru,
13700 Prai,
Penang.
Outcome of Meeting

We are please to announce that all the resolutions set out in the notice dated 22 August 2012 for the Forty-Third Annual General Meeting of the Sanbumi Holdings Berhad have been approved by the shareholders at the said meeting on 14 September 2012.



ADVPKG - Notice of Shares Buy Back by a Company pursuant to Form 28A

Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company NameADVANCED PACKAGING TECHNOLOGY (M) BHD  
Stock Name ADVPKG  
Date Announced14 Sept 2012  
CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
Reference NoCC-120912-60217

Date of buy back from04/09/2012
Date of buy back to04/09/2012
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)5,000
Minimum price paid for each share purchased ($$)1.400
Maximum price paid for each share purchased ($$)1.400
Total amount paid for shares purchased ($$)7,000.00
The name of the stock exchange through which the shares were purchased BURSA MALAYSIA SECURITIES BERHAD
Number of shares purchased retained in treasury (units)5,000
Total number of shares retained in treasury (units)1,305,016
Number of shares purchased which were cancelled (units)0
Total issued capital as diminished0
Date lodged with registrar of companies14/09/2012
Lodged by SYMPHONY CORPORATEHOUSE SDN BHD


QSR - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameQSR BRANDS BHD  
Stock Name QSR  
Date Announced14 Sept 2012  
CategoryGeneral Announcement
Reference NoOI-120914-64814

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionQSR BRANDS BHD (“QSR” OR THE “COMPANY”)

(I) PROPOSED DISPOSAL OF SUBSTANTIALLY ALL BUSINESS AND UNDERTAKING OF QSR, INCLUDING SUBSTANTIALLY ALL THE ASSETS AND LIABILITIES OF QSR TO TRIPLE PLATFORM SDN BHD (“TPSB”), A WHOLLY-OWNED SUBSIDIARY OF MASSIVE EQUITY SDN BHD (“MESB”) (“PROPOSED QSR DISPOSAL”);

(II) PROPOSED CAPITAL REPAYMENT BY WAY OF A CAPITAL REDUCTION EXERCISE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 (“ACT”) (“PROPOSED QSR CAPITAL REPAYMENT”); AND

(III) PROPOSED PAYMENT TO THE WARRANTHOLDERS OF QSR (“WARRANTHOLDERS”) OF THEIR ENTITLEMENT TO THE DISPOSAL CONSIDERATION UNDER THE PROPOSED QSR DISPOSAL BY WAY OF A SPECIAL RESOLUTION (“PROPOSED QSR WARRANT SCHEME”)

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
The terms used herein, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 18 May 2012 in relation to the Proposals.
We refer to the announcement made by the Company on 18 May 2012 in relation to the Proposals.

On behalf of the Board of Directors of QSR (save for the Interested Directors), OSK Investment Bank Berhad wishes to announce that QSR and TPSB had, on 14 September 2012, mutually agreed on the following:-

(a) that upon issuance of the four (4) new ordinary shares of RM0.50 each in KFC to QSR (as set out in Clause 8.1.2 of the BSA) (“New Shares”) and simultaneously with the transfer of all the assets and liabilities of QSR at the Completion Date, QSR will transfer the New Shares to TPSB;
    (b) to extend the stop date of the BSA from 17 September 2012 to 19 November 2012. The stop date is the last date for all conditions precedent under the BSA to be fulfilled or waived in accordance with the BSA; and

    (c) to extend the Completion Date from a date falling within six (6) months from the date of the BSA to a date falling on or before 31 December 2012.

    Save for the above, all the other conditions, covenants, provisions and terms contained in the BSA shall remain valid and enforceable.

    This announcement is dated 14 September 2012.


    INTEGRA - Changes in Sub. S-hldr's Int. (29B) - Taipan Merit Sdn Bhd

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameINTEGRAX BERHAD  
    Stock Name INTEGRA  
    Date Announced14 Sept 2012  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoCK-120914-44482

    Particulars of substantial Securities Holder

    NameTaipan Merit Sdn Bhd
    AddressTingkat 2 Wisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan
    NRIC/Passport No/Company No.354815-T
    Nationality/Country of incorporationMalaysia
    Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
    Name & address of registered holderTaipan Merit Sdn Bhd
    Tingkat 2 Wisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Acquired05/09/2012
    5,200
     

    Circumstances by reason of which change has occurredMarket transaction.
    Nature of interestDirect Interest.
    Direct (units)21,355,000 
    Direct (%)7.099 
    Indirect/deemed interest (units)
    Indirect/deemed interest (%)
    Total no of securities after change21,355,000
    Date of notice12/09/2012


    INTEGRA - Changes in Sub. S-hldr's Int. (29B) - Perbadanan Kemajuan Negeri Perak

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameINTEGRAX BERHAD  
    Stock Name INTEGRA  
    Date Announced14 Sept 2012  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoCK-120914-45793

    Particulars of substantial Securities Holder

    NamePerbadanan Kemajuan Negeri Perak
    AddressWisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan
    NRIC/Passport No/Company No.PKNPECT 31967
    Nationality/Country of incorporationMalaysia
    Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
    Name & address of registered holderTaipan Merit Sdn Bhd
    Tingkat 2 Wisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Acquired05/09/2012
    5,200
     

    Circumstances by reason of which change has occurredMarket transaction. Deemed interest in the equity of Perak Corporation Berhad [PCB] where the shares has been purchased by PCB's wholly owned subsidiary Taipan Merit Sdn Bhd.
    Nature of interestIndirect Interest.
    Direct (units)
    Direct (%)
    Indirect/deemed interest (units)46,655,543 
    Indirect/deemed interest (%)15.51 
    Total no of securities after change46,655,543
    Date of notice12/09/2012


    INTEGRA - Changes in Sub. S-hldr's Int. (29B) - Perak Corporation Berhad

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameINTEGRAX BERHAD  
    Stock Name INTEGRA  
    Date Announced14 Sept 2012  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoCK-120914-45289

    Particulars of substantial Securities Holder

    NamePerak Corporation Berhad
    AddressTingkat 2 Wisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan
    NRIC/Passport No/Company No.210915-U
    Nationality/Country of incorporationMalaysia
    Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
    Name & address of registered holderTaipan Merit Sdn Bhd
    Tingkat 2 Wisma Wan Mohamed
    Jalan Panglima Bukit Gantang Wahab
    30000 Ipoh Perak Darul Ridzuan

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Acquired05/09/2012
    5,200
     

    Circumstances by reason of which change has occurredOpen Market Transaction - Deemed interest by virtue of direct interest over the equity of Taipan Merit Sdn Bhd which is a wholly owned subsidiary of Perak Corporation Berhad.
    Nature of interestIndirect Interest.
    Direct (units)
    Direct (%)
    Indirect/deemed interest (units)21,355,000 
    Indirect/deemed interest (%)7.099 
    Total no of securities after change21,355,000
    Date of notice12/09/2012


    LSTEEL - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS

    Announcement Type: General Announcement
    Company NameLEADER STEEL HOLDINGS BERHAD  
    Stock Name LSTEEL  
    Date Announced14 Sept 2012  
    CategoryGeneral Announcement
    Reference NoCC-120914-43346

    TypeAnnouncement
    SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
    RELATED PARTY TRANSACTIONS
    DescriptionLEADER STEEL HOLDINGS BERHAD (“LSTEEL” OR THE “COMPANY”)

    PROPOSED ACQUISITION BY LEADER STEEL SDN. BHD., A WHOLLY OWNED SUBSIDIARY OF LSTEEL FROM EONMETALL SYSTEMS SDN. BHD., OF A PARCEL OF INDUSTRIAL LAND TOGETHER WITH AN ALMOST COMPLETED SINGLE-STOREY DETACHED FACTORY WITH AN OFFICE ERECTED THEREON HELD UNDER TITLE NO. GRN 77765, LOT NO. 1596, MUKIM 12, DAERAH SEBERANG PERAI SELATAN, PULAU PINANG, FOR A CASH CONSIDERATION OF RM12,100,000 ("Proposed Acquisition")

    The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the announcement dated 6 September 2012 in relation to the Proposed Acquisition.

    The Board of LSTEEL wishes to announce that pursuant to Paragraph 10.04(3)(a) of the Listing Requirements, the Valuation Report dated 11�July 2012, in connection with the Proposed Acquisition,�has been submitted to Bursa Malaysia Securities�Berhad on 14 September 2012.

    This announcement is dated 14 September 2012.



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