October 29, 2012

Company announcements: TIMECOM, NADAYU, MASTEEL, AIRASIA, AEONCR, PCHEM, BENALEC, HIBISCS

TIMECOM - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):OTHER ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameTIME DOTCOM BERHAD  
Stock Name TIMECOM  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoMM-121019-35972

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
OTHER ISSUE OF SECURITIES
DescriptionTIME DOTCOM BERHAD (“TdC” OR “COMPANY”)

(I) PROPOSED SHARE GRANT PLAN; AND

(II) PROPOSED AMENDMENT

(COLLECTIVELY, (I) AND (II) ABOVE ARE REFERRED TO AS THE “PROPOSALS”)

We refer to the earlier announcements dated 21 May 2012, 24 May 2012, 5 June 2012, 28 June 2012 and 18 October 2012 in relation to the Proposals. Unless otherwise stated, words and phrases used in this announcement shall have the same meanings as defined in the aforesaid announcements.

On behalf of TdC, CIMB Investment Bank Berhad is pleased to announce that Bursa Malaysia Depository Sdn Bhd has, vide its letter dated�29 October�2012, approved the transfer of TdC Shares from the Trustee to the eligible persons who are awarded TdC Shares pursuant to the Proposed Share Grant Plan at any point in time during the duration of the Proposed Share Grant Plan.


This announcement is dated 29 October�2012.



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

Announcement Type: General Announcement
Company NameNADAYU PROPERTIES BERHAD  
Stock Name NADAYU  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoCK-121023-50105

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionNADAYU PROPERTIES BERHAD (“COMPANY”)
(I) PROPOSED DISPOSAL OF PROJECT LANDS BY PEMBANGUNAN BANDAR MUTIARA SDN BHD (“PBM”), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, TO AN ASSOCIATE, PALMINGTON SDN BHD (“PALMINGTON”) FOR A TOTAL DISPOSAL CONSIDERATION OF RM233,223,021 TO BE SATISFIED IN CASH (“PROPOSED DISPOSAL”); AND
(II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO PALMINGTON OF APPROXIMATELY RM98,800,000 BY WAY OF ADVANCES TO PALMINGTON AND A CORPORATE GUARANTEE IN RESPECT OF PALMINGTON’S BANKING FACILITIES TO BE OBTAINED PURSUANT TO THE PROPOSED DISPOSAL
(I AND II ARE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

Unless otherwise stated, definitions used in this announcement shall carry the same meanings as those defined in the Circular to Shareholders dated 9 August 2011 in relation to the Proposals.

We refer to the previous announcements made by the Company on 4 May 2011, 3 November 2011, 30 November 2011, 7 December 2011 and 10 August 2012, and the Company’s Circular to Shareholders dated 9 August 2011, in relation to the above Proposed Disposal.

We wish to announce that PBM and Palmington had on 29 October 2012 mutually agreed to extend the completion date in respect of the disposal of Parcel R3 from 3 November 2012 to a further period of three (3) months (“Extended Completion Date”) with interest on the number of days of extension at the rate of eight per centum (8%) per annum on the balance purchase price or the amount outstanding. The extension of time was mainly due to the loan documentation of Palmington not been able to be completed in time.

PBM has received the differential sum from Palmington being the difference between the purchase consideration and financing amount for Parcel R3.

Save for the Extended Completion Date, all other terms of the sale and purchase agreements, all dated 4 May 2011 entered into between PBM and Palmington for the aforesaid Proposed Disposal shall remain the same.

The Extended Completion Date will not have any impact on the financial effects of the Proposed Disposal as stated in the Company’s Circular to Shareholders dated 9 August 2011.


This announcement is dated 29 October 2012.



MASTEEL - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameMALAYSIA STEEL WORKS (KL) BHD  
Stock Name MASTEEL  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoML-121029-65547

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionPRIVATE PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF MALAYSIA STEEL WORKS (KL) BHD ("MASTEEL" OR THE "COMPANY") ("PRIVATE PLACEMENT")
We refer to the announcements dated 27 August 2012, 4 September 2012, 7 September 2012 and 14 September 2012 in relation to the Private Placement of new ordinary shares of RM0.50 each in MASTEEL (“Placement Share” or “Placement Shares”).
On behalf of the Board of Directors of MASTEEL (“Board”), ECM Libra Investment Bank Berhad (“ECM Libra”) wishes to announce that the Board had on 29 October 2012 (“Price-Fixing Date”), fixed the issue price of RM0.86 per Placement Share for the first tranche of the Private Placement, comprising 7,190,000 new MASTEEL shares of RM0.50 each.

The issue price for the first tranche of RM0.86 per Placement Share each represents a discount of 6.52% to the five (5)-day volume-weighted average market price of the ordinary shares of RM0.50 each in MASTEEL, up to and including 25 October 2012 (being the last market day prior to the Price-Fixing Date) of RM0.92.

The Board is currently identifying suitable placees for the remaining new shares in MASTEEL, to be issued pursuant to the Private Placement. The relevant announcements shall be made in due course, as and when the remaining Placement Shares are subscribed for.

This announcement is dated 29 October 2012.


AIRASIA - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAIRASIA BERHAD  
Stock Name AIRASIA  
Date Announced29 Oct 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCM-121029-5FDCA

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.10 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed23/10/2012
850,000
 

Circumstances by reason of which change has occurredDisposals of shares
Nature of interestDirect and Indirect
Direct (units)234,621,600 
Direct (%)8.44 
Indirect/deemed interest (units)15,410,100 
Indirect/deemed interest (%)0.55 
Total no of securities after change250,031,700
Date of notice24/10/2012

Remarks :
Direct Interest:-
1. Employees Provident Fund Board - 234,621,600
Indirect Interest:-
1. Employees Provident Fund Board (KIB) - 4,884,300
2. Employees Provident Fund Board (AM INV) - 4,000,000
3. Employees Provident Fund Board (ALLIANCE) - 1,530,000
4. Employees Provident Fund Board (NOMURA) - 3,445,800
5. Employees Provident Fund Board (ARIM) - 1,550,000

This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder from Citigroup Nominees (Tempatan) Sdn Bhd on behalf of EMPLOYEES PROVIDENT FUND BOARD dated 24/10/2012 received by the registered office of AirAsia Berhad on 29/10/2012.


AEONCR - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc. ("MUFG")

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAEON CREDIT SERVICE (M) BERHAD  
Stock Name AEONCR  
Date Announced29 Oct 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-121029-7E0BC

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc. ("MUFG")
Address7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderAberdeen Asset Management PLC ("Aberdeen") and its subsidiaries
10 Queen's Terrace, Aberdeen,
AB 10 1YG, Scotland

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed23/10/2012
12,540
 

Circumstances by reason of which change has occurredSale by Aberdeen
Nature of interestDeemed Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)10,268,381 
Indirect/deemed interest (%)7.1308 
Total no of securities after change10,268,381
Date of notice25/10/2012

Remarks :
MUFG is deemed interested in the shares by virtue of MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% in Aberdeen.

The Form 29B was received by the Company on 29 October 2012.


PCHEM - OTHERS Discontinuation of the Group’s vinyl business

Announcement Type: General Announcement
Company NamePETRONAS CHEMICALS GROUP BERHAD  
Stock Name PCHEM  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoPC-121029-60401

TypeAnnouncement
SubjectOTHERS
DescriptionDiscontinuation of the Group’s vinyl business

For full details on the above, please refer the attachment.

This announcement is dated 29 October 2012.



BENALEC - Changes in Sub. S-hldr's Int. (29B) - Kumpulan Wang Persaraan (Diperbadankan)

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBENALEC HOLDINGS BERHAD  
Stock Name BENALEC  
Date Announced29 Oct 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-121029-8ABFD

Particulars of substantial Securities Holder

NameKumpulan Wang Persaraan (Diperbadankan)
AddressAras 4, 5 & 6, Menara Yayasan Tun Razak
200, Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.KWAPACT6622007
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.25 each
Name & address of registered holderKumpulan Wang Persaraan (Diperbadankan)
Aras 4, 5 & 6, Menara Yayasan Tun Razak
200, Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed22/10/2012
1,226,100
 
Disposed23/10/2012
1,000,000
 
Acquired23/10/2012
681,300
 

Circumstances by reason of which change has occurredDisposal and acquisition of shares in open market by KWAP and KWAP's Fund Manager.
Nature of interestDirect
Direct (units)51,751,600 
Direct (%)6.45 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change51,751,600
Date of notice29/10/2012


BENALEC - OTHERS BENALEC HOLDINGS BERHAD - 1. PROPOSED AMENDMENTS TO EMPLOYEES' SHARE OPTION SCHEME ("ESOS") BY-LAWS 2. PROPOSED GRANT OF OPTIONS TO THE INDEPENDENT DIRECTORS OF THE COMPANY PURSUANT TO THE ESOS OF BENALEC (“PROPOSED GRANT OF OPTIONS”) 3. PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY BACK 4. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

Announcement Type: General Announcement
Company NameBENALEC HOLDINGS BERHAD  
Stock Name BENALEC  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoCK-121025-49930

TypeAnnouncement
SubjectOTHERS
DescriptionBENALEC HOLDINGS BERHAD -
1. PROPOSED AMENDMENTS TO EMPLOYEES' SHARE OPTION SCHEME ("ESOS") BY-LAWS
2. PROPOSED GRANT OF OPTIONS TO THE INDEPENDENT DIRECTORS OF THE COMPANY PURSUANT TO THE ESOS OF BENALEC (“PROPOSED GRANT OF OPTIONS”)
3. PROPOSED RENEWAL OF AUTHORITY FOR SHARE BUY BACK
4. PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

The Board of Directors of Benalec wishes to announce that the Company proposes to seek the approval of its shareholders at its forthcoming Seventh Annual General Meeting (“7th AGM”) to be held on 19 December 2012 on the following matters:-

1.�������� Proposed amendments to the ESOS By-Laws of the Company.

2.�������� Proposed grant of options to the following Independent Directors of the Company:

(a)������� Aznam Bin Mansor, the Chairman and Independent Non-Executive Director;

(b)������� Wong Yoke Nye, an Independent Non-Executive Director; and

(c)������� Koo Hoong Kwan, an Independent Non-Executive Director.

3.�������� Proposed Renewal of Authority for Share Buy Back of up to 10% of the total issued and paid up share capital (excluding treasury shares) of the Company; and

4.�������� Proposed Amendment to the Articles of Association of the Company.

Please note the followings will be despatched to the shareholders of the Company in due course:-

(a)������� A Circular to Shareholders setting out the details of the Proposed Grant of Options and Proposed Amendments to the ESOS By-Laws;

(b)������� A Statement to Shareholders in respect of Proposed Renewal of Authority for Share Buy Back; and

(c)������� The Notice of 7th AGM setting out the Proposed Amendment to the Articles of Association of the Company which will be attached in the Annual Report of the Company.

This announcement is dated 29 October 2012.



BENALEC - OTHERS RECOMMENDATION OF A FINAL DIVIDEND FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

Announcement Type: General Announcement
Company NameBENALEC HOLDINGS BERHAD  
Stock Name BENALEC  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoCK-121029-63379

TypeAnnouncement
SubjectOTHERS
DescriptionRECOMMENDATION OF A FINAL DIVIDEND FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012

The Board of Directors of the Company wishes to announce that a final single tier tax exempt dividend of�3 sen for every Ordinary Share of RM0.25 each in respect of the financial year ended 30 June 2012 be recommended to the shareholders for approval at the forthcoming Annual General Meeting.

The dates of entitlement and payment for the above dividend shall be determined at a later date.

This announcement is dated 29 October 2012.



HIBISCS - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameHIBISCUS PETROLEUM BERHAD  
Stock Name HIBISCS  
Date Announced29 Oct 2012  
CategoryGeneral Announcement
Reference NoML-121029-62512

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionHIBISCUS PETROLEUM BERHAD (“HIBISCUS PETROLEUM” OR “COMPANY”)
- Proposed Private Placement of Convertible Redeemable Preference Shares (“CRPS”)
We refer to the announcements dated 2 August 2012, 3 August 2012, 6 August 2012, 15 August 2012, 30 August 2012 and 18 October 2012 in relation to the Proposed Private Placement of CRPS. Unless stated otherwise, the abbreviations used hereafter throughout this announcement shall have the same meanings as defined in the announcement dated 2 August 2012.
We are pleased to announce that, pursuant to the First Tranche Subscription Agreements and the Second Tranche CRPS Subscription Agreements, Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (as the placement agent) has received the balance 95% of the Subscription Monies of RM66,006,000 from the relevant CRPS placees by 25 October 2012. Such sum excludes the amount from Dato’ Azizul Rahman bin Abd Samad (“Dato’ Azizul”), whose balance 95% of the Subscription Monies (amounting to RM4,750,000) in relation to his subscription of 5,000,000 CRPS, is still outstanding.

The CRPS placees (excluding Dato’ Azizul) had subscribed for an aggregate 69,480,000 CRPS which conversion prices of the CRPS were fixed ranging from RM1.81 to RM1.85 per new Hibiscus Petroleum Share. The last traded price of Hibiscus Petroleum shares as at 29 October 2012 was RM1.55.

Pursuant to the CRPS subscription agreement entered into between Hibiscus Petroleum and Dato’ Azizul dated 3 August 2012, in the event the CRPS subscription agreement is terminated due to a default or breach of the terms of the CRPS subscription agreement on the part of the subscriber (including but not limited to the subscriber’s failure to comply with his payment obligation with regard to the Subscription Monies), Hibiscus Petroleum is entitled to retain the whole Initial Payment amount of RM250,000 including reserving its rights and entitlements with regard to the above non-payment of the relevant Subscription Monies.

With the receipt of all of the Subscription Monies from the CRPS placees (except for Dato’ Azizul) of RM69,480,000 and from the available internal funds of Hibiscus Petroleum, Hibiscus Petroleum will have sufficient funds to complete the proposed acquisition of the Farm-in Interest by Carnarvon Hibiscus Pty Ltd (Hibiscus Petroleum’s subsidiary) for the amount of AUD27,000,000 (equivalent to RM88,932,600*). Please refer to the announcement dated 14 August 2012 for further details of the said proposed acquisition.

Hibiscus Petroleum had, on 26 September 2012, obtained its shareholders’ approval to issue and place out up to 210,000,000 CRPS within 6 months from the date of obtaining Bursa Securities’ approval, which was obtained on 30 August 2012. With the receipt of Bank Negara Malaysia’s approval on 18 October 2012 for the issuance of CRPS to non-resident investors, all conditions precedent in respect of the CRPS Subscription Agreement have now been fulfilled. Hibiscus Petroleum is currently in the process of seeking suitable investors to place out the remaining amount of up to 140,520,000 CRPS.

* converted at the assumed exchange rate of RM3.2938 to AUD1.00 as announced on 14 August 2012.

This announcement is dated 29 October 2012.


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