November 1, 2012

Company announcements: MBMR, PETGAS, PATIMAS, OCTAGON, CENTURY

MBMR - Changes in Director's Interest (S135) - Looi Kok Loon

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMBM RESOURCES BHD  
Stock Name MBMR  
Date Announced1 Nov 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-121101-7676D

Information Compiled By KLSE

Particulars of Director

NameLooi Kok Loon
AddressNo. 3, Lorong Kemaris Satu
Bukit Bandaraya
59100 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
31/10/2012
35,000
0.630 

Description of other type of transactionTrading MBMR-Warrants
Circumstances by reason of which change has occurredPurchase in Open Market
Nature of interestIndirect
+35,000
Consideration (if any) 

Total no of securities after change

Direct (units)1,250,715 
Direct (%)0.32 
Indirect/deemed interest (units)5,792,038 
Indirect/deemed interest (%)1.483 
Date of notice08/10/2012

Remarks :
Deemed interest through his father, Looi Kum Pak


MBMR - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameMBM RESOURCES BHD  
Stock Name MBMR  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoCM-121101-8C9C6

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS DURING CLOSED PERIOD
DescriptionNOTIFICATION OF DEALING IN SECURITIES BY DIRECTOR OF MBM RESOURCES BERHAD ("THE COMPANY" OR "MBMR") DURING THE CLOSED PERIOD.

In accordance with paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Looi Kok Loon, the Director of�MBM Resources Berhad�had transacted dealings in the securities of MBM Resources Berhad during closed period via purchase of warrants through his father. The details as set out in the Tables below.

Shares held by:

  • Name

  • Relationship

LOOI KOK LOON

No. of shares currently held

:

350,072

% of shares

:

0.48%

No. of shares currently held indirect

:

1,262,390

% of shares

:

1.73%

*Based on the total issue and paid-up capital of RM390,637,453 divided into 390,637,453 Ordinary Shares of RM1.00 each.



PETGAS - 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 NamePETRONAS GAS BERHAD  
Stock Name PETGAS  
Date Announced1 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-121101-8FEAA

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 incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
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)
Acquired29/10/2012
135,000
 

Circumstances by reason of which change has occurredPurchase of shares in the open market
Nature of interestDirect
Direct (units)260,389,400 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change260,389,400
Date of notice30/10/2012

Remarks :
The direct interest of 260,389,400 shares comprising :

a) 244,139,700 shares held by Citigroup Nominees (Tempatan) Sdn Bhd;

b) 1,497,600 shares held by EPF Board;

c) 1,018,100 shares held by Employees Provident Fund Board (AMUNDI);

d) 838,500 shares held by Employees Provident Fund Board (KIB);

e) 2,264,800 shares held by Employees Provident Fund Board (HDBS);

f) 400,000 shares held by Employees Provident Fund Board (RHB INV);

g) 1,010,500 shares held by Employees Provident Fund Board (AM INV);

h) 100,000 shares held by Employees Provident Fund Board (ALLIANCE);

i) 5,618,700 shares held by Employees Provident Fund Board (NOMURA);

j) 2,951,500 shares held by Employees Provident Fund Board (CIMB PRI);

k) 550,000 shares held by Employees Provident Fund Board (ARIM);


Received form 29B on 1 November 2012


PATIMAS - OTHERS PATIMAS COMPUTERS BERHAD ("PATIMAS" or "the Company") - Proposed Amendments to the Articles of Association of the Company

Announcement Type: General Announcement
Company NamePATIMAS COMPUTERS BERHAD  
Stock Name PATIMAS  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoCC-121031-45155

TypeAnnouncement
SubjectOTHERS
DescriptionPATIMAS COMPUTERS BERHAD ("PATIMAS" or "the Company")
- Proposed Amendments to the Articles of Association of the Company
The Board of Directors of PATIMAS is proposing to seek shareholders' approval at the forthcoming Twentieth Annual General Meeting for the Company to amend its Articles of Association to be in line with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and any prevailing laws, rules, regulations, orders, guidelines or requirements of the relevant authorities and for administrative efficiency ("Proposed Amendments").
Details of the Proposed Amendments will be set out in the Annual Report of the Company for the financial period ended 31 March 2012.

This announcement is dated 1 November 2012.


PATIMAS - PRACTICE NOTE 17 / GUIDANCE NOTE 3:FIRST ANNOUNCEMENT

Announcement Type: General Announcement
Company NamePATIMAS COMPUTERS BERHAD  
Stock Name PATIMAS  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoCC-120724-65170

TypeAnnouncement
SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
FIRST ANNOUNCEMENT
DescriptionPatimas Computers Berhad ("Patimas")
- Announcement pursuant to Practice Note 17 of the Main Market Listing Requirements
1. INTRODUCTION
Pursuant to Paragraph 8.04 and Paragraph 2.1(d) of the Main Market Listing Requirements, the Board of Directors of Patimas wishes to announce that as of the date hereof, Patimas is considered a PN17 company.
    The PN17 criteria was triggered as a result of the Company’s latest audited financial statements for the financial period from 1 January 2011 to 31 March 2012 that was announced on 1 November 2012 wherein Patimas’Auditors have expressed a disclaimer of opinion on the Company’s latest audited financial statements for the financial period from 1 January 2011 to 31 March 2012 (“the First Announcement”).
2. OBLIGATIONS OF THE COMPANY AS AN AFFECTED LISTED ISSUER
    Pursuant to PN17, the Company as an affected listed issuer is required to comply with the following:-
    i) within 12 months from the date of the First Announcement
      a) submit a regularisation plan to the Securities Commission (“SC”) if the plan will result in a significant change in the business direction or policy of the Company; or
      b) submit a regularisation plan to Bursa Malaysia if the plan will not result in a significant change in the business direction or policy of the Company, and obtain Bursa Malaysia’s approval to implement the plan
    ii) implement the regularisation plan within the time frame stipulated by the SC or Bursa Malaysia, as the case may be;
    iii) announce within three (3) months from this First Announcement, on whether the regularisation plan will result in a significant change in the business direction or policy of the Company;
    iv) announce the status of its regularisation plan and the number of months to the end of the relevant time frames referred in Paragraphs 5.1 and 5.2 in PN17, as may be applicable, on a monthly basis until further notice from Bursa Malaysia;
    v) announce its compliance or non-compliance with a particular obligation imposed pursuant to PN17, on an immediate basis;
    vi) announce the details of the regularisation plan (“Requisite Announcement”) and sufficient information to demonstrate that the Company is able to comply with all the requirements set out in Paragraph 3.1 of PN17 after implementation of the regularisation plan, which shall include a timetable for the complete implementation of the regularisation plan. The Requisite Announcement must be made by the Company’s Principal Adviser; and
    vii) where the Company fails to regularise its condition, it will announce the dates of suspension and de-listing of its listed securities immediately upon notification of suspension and de-listing by Bursa Malaysia.
3. CONSEQUENCE OF NON-COMPLIANCE
    In the event the Company fails to comply with the obligations to regularise its condition, all its listed securities will be suspended from trading on the next market day after five (5) market days from the date of notification of suspension and de-listing by Bursa Malaysia and de-listing procedures shall be taken against the Company, subject to the Company’s right to appeal against the de-listing.
4. STATUS OF PLAN TO REGULARISE CONDITION
    The Company intends to formulate a regularisation plan to address its PN17 status.
This announcement is dated 1 November 2012.


PATIMAS - OTHERS PATIMAS COMPUTERS BERHAD ("PATIMAS" or "the Company") AUDIT DISCLAIMER OPINION

Announcement Type: General Announcement
Company NamePATIMAS COMPUTERS BERHAD  
Stock Name PATIMAS  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoCC-121031-43809

TypeAnnouncement
SubjectOTHERS
DescriptionPATIMAS COMPUTERS BERHAD ("PATIMAS" or "the Company")
AUDIT DISCLAIMER OPINION
The Board of PATIMAS wishes to announce the Audit Disclaimer Opinion from Messrs Ernst and Young as set out below:

"Basis for Disclaimer of Opinion

1. As disclosed in Note 39 to the financial statements, we noted certain sale and purchase transactions recorded during the period ended 31 March 2012 amounting to approximately RM89.8 million and RM86.1 million respectively. These transactions were included in the interim financial information as disclosed in the quarterly announcements. This matter was raised to the Audit Committee and the Board of Directors.

Subsequent to discussions with the Audit Committee and the Board of Directors, the directors of the Company have reversed the following transactions:



31 March 2012
31 December 2010
31 December 2009
(RM)
(RM)
(RM)

Sale
89.8 million
40.2 million
24.8 million

Cost of sale
86.1 million
34.6 million
24.4 million
Due to the timing and the nature of the adjustments, and the non-availability of audit evidence, we were unable to carry out appropriate audit procedures to satisfy ourselves as to whether the above adjustments were appropriate and complete and whether there were other consequential adjustments to be made to the accompanying financial statements.

2. Included in trade receivables balance of the Group as at 31 March 2012 were amounts arising from sales as described in paragraph (1) above amounting to RM21.2 million which was subsequently provided for by the directors of the Company as follow:




31 March 2012
31 December 2010
31 December 2009
(RM)
(RM)
(RM)
Allowance for impairment
3.7 million
5.5 million
12.0 million
Due to the non-availability of audit evidence and explanation, we were unable to satisfy ourselves as to the identity of the debtors, the stated balance, and as to whether allowances for impairment recognised on the recoverability of the stated balance is appropriate.

3. During the financial period, Software Development Costs and Goodwill were impaired by the directors of the Company by RM2.7 million and RM48.7 million respectively.

As no impairment tests have been carried out by Group and by the Company, we were unable to satisfy ourselves as to whether the quantum of the impairment losses recognised on the Software Development Costs and Goodwill is appropriate and consequently their carrying amounts.

4. As disclosed in Note 14 to the financial statements of the Company as at 31 March 2012 the directors of the Company have impaired RM72.9 million on the carrying value of investment in subsidiaries as a consequence of matters described in paragraph (1), (2) and (3) above. The carrying amount of investment in subsidiaries as at 31 March 2012 is RM19.8 million (31 December 2010: RM92.7 million). As no impairment tests have been carried out by the Company, we were unable to determine whether the quantum of impairment of investment in subsidiaries recognised is appropriate and consequently its carrying amount.

5. As represented in the Statement of Directors dated 30 October 2012 accompanying the financial statements, the directors were unable to form an opinion as to whether the accompanying financial statements have been prepared in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2012 and of their results and cash flows for the financial period then ended. In addition, the directors were not able to provide us a written representation as to whether all transactions during the financial period have been recorded and are appropriately reflected in the financial statements.

6. We were unable to obtain sufficient appropriate audit evidence to satisfy ourselves that all events and transactions occurring in prior periods and between 31 March 2012 and the date of this report that may require adjustments or disclosures in the financial statements have been appropriately reflected, if any.

7. The matters stated in the paragraph (1), (2), (3), (4), (5) and (6) may give rise to other consequential adjustments including income tax expenses and deferred tax balances. No such adjustments have been made to the accompanying financial statements, if any.

8. The Group and the Company incurred a net loss of RM86.5 million and RM79.1 million respectively during the period ended 31 March 2012 and, as of that date, the Group’s and the Company's current liabilities exceeded their current assets by RM38.4 million and RM15.1 million respectively. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group’s and the Company's ability to continue as going concerns. The going concern basis of preparing the financial statements of the Group and of the Company as stated in Note 2 to the financial statements may be inappropriate.

The directors had not performed a detailed assessment on the Group’s and Company's ability to continue as going concerns, and we were not made available of any management's plans to deal with these events or conditions. This is not in accordance with the requirements of FRS 101: Presentation of Financial Statements. Accordingly, we are unable to satisfy ourselves as to whether the use of the going concern basis in the preparation of the financial statements of the Group and of the Company is appropriate. Had the going concern basis used in the preparation of the financial statements of the Group and of the Company be considered inappropriate, adjustments relating to the amounts and classification of assets and liabilities may be required.

Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraphs, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that:

(a) In our opinion, because of the matters as discussed in the Basis for Disclaimer of Opinion paragraph, the accounting and other records required to be kept by the Company and its subsidiaries have not been properly kept in accordance with the provisions of the Act. However, in our opinion, the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act;

(b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes, except in respect of the matters described in the Basis for Disclaimer above; and

(c) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act, except as disclosed in Note 14 to the financial statements."

This announcement is dated 1 November 2012.



PATIMAS - OTHERS PATIMAS COMPUTERS BERHAD ("Patimas") - DEVIATION OF 10% OR MORE BETWEEN THE ANNOUNCED UNAUDITED FINANCIAL STATEMENTS AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2012

Announcement Type: General Announcement
Company NamePATIMAS COMPUTERS BERHAD  
Stock Name PATIMAS  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoCC-121031-1FB93

TypeAnnouncement
SubjectOTHERS
DescriptionPATIMAS COMPUTERS BERHAD ("Patimas") - DEVIATION OF 10% OR MORE BETWEEN THE ANNOUNCED UNAUDITED FINANCIAL STATEMENTS AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2012
The Board of Directors of Patimas ("the Board") wishes to inform that the Company has on 1 November 2012 submitted the Group's and the Company's Audited Financial Statements for the financial period ended 31 March 2012 ("AFS 2012") to Bursa Malaysia Securities Berhad ("Bursa Securities").
Pursuant to Paragraph 9.19(35) of the Main Market Listing Requirements of Bursa Securities, the Board wishes to inform that there is a variance of more than 10% between the Profit after Tax and Minority Interest stated in the Unaudited 5th Quarter Results for the period ended 31 March 2012 announced on 29 May 2012 and the AFS 2012.

A reconciliation of the variance between Unaudited 5th Quarter Results and the AFS 2012 is set out as below:



The variance between Net Loss of the Unaudited 5th Quarter Results and the AFS for the financial period ended 31 March 2012 is 285%.

Below is the reconciliation on the Net Loss of the Unaudited 5th Quarter Results and the AFS for the financial period ended 31 March 2012:



The above audited results have to be read in conjunction with the full set of the Audited Financial Statements for the financial period ended 31 March 2012.

Explanatory notes:

(a) & (b) The Company decided to reverse the above mentioned revenue and cost because the external auditors were unable to obtain sufficient appropriate audit evidence to satisfy themselves as to the veracity of the related sale and purchase transactions with a group of customers and suppliers.

(c) The Company has on prudent basis made a further provision for doubtful debts as their recoverability are in doubt.

(d) The Company has on prudent basis written off the above software development expenditure as it is uncertain if they can generate future economic benefits.

(e) Due to the reversal of revenue mentioned in (a) above, it has rendered significant uncertainty on the group's future revenue projection and hence the entire goodwill is impaired.

(f) This cost has been accrued as it relates to financial period ended 31 March 2012.


The announcement is dated 1 November 2012.


OCTAGON - PRACTICE NOTE 17 / GUIDANCE NOTE 3:MONTHLY ANNOUNCEMENT

Announcement Type: General Announcement
Company NameOCTAGON CONSOLIDATED BERHAD  
Stock Name OCTAGON  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoOC-121101-40232

TypeAnnouncement
SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
MONTHLY ANNOUNCEMENT
DescriptionMONTHLY ANNOUNCEMENT ON THE STATUS OF THE COMPANY’S REGULARISATION PLAN PURSUANT TO PRACTICE NOTE 17 (“PN 17”) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES")

Further to the First Announcement on 8 June 2012 and the subsequent monthly announcements on 2 July 2012, 1 August 2012, 3 September 2012 and 1 October 2012, the Board of Directors of Octagon Consolidated Berhad (“Octagon”) wishes to update that there has been no material development on the status of the Proposed Rationalisation Scheme (“PRS”). The financial lenders are still reviewing and considering the scheme. Octagon will announce further developments on the above matter as and when necessary.

Premised on the First Announcement, the last day for submission of the Regularisation Plan by Octagon to the relevant authorities would be by 8 June 2013, which is approximately 7 months from the date hereof.


This announcement is dated 1 November 2012.



OCTAGON - PRACTICE NOTE 1 / GUIDANCE NOTE 5:MONTHLY ANNOUNCEMENT

Announcement Type: General Announcement
Company NameOCTAGON CONSOLIDATED BERHAD  
Stock Name OCTAGON  
Date Announced1 Nov 2012  
CategoryGeneral Announcement
Reference NoOC-121101-39983

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
MONTHLY ANNOUNCEMENT
DescriptionMONTHLY ANNOUNCEMENT ON THE STATUS OF DEFAULT IN PAYMENT PURSUANT TO PRACTICE NOTE 1 (“PN 1”) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES")

Further to the announcement made on 8 June 2012 in respect of the default in payment by Octagon Consolidated Berhad (“Octagon”) as well as announcements made on 3 February 2012 and 17 July 2012 made on the default by Advanced Pyrotech Sdn Bhd (“APT”), a subsidiary of Octagon, of its installment payment to Kuwait Finance House (Malaysia) Berhad (“KFH”) and the subsequent monthly announcements on 2 July 2012, 1 August 2012, 3 September 2012 and 1 October 2012 , the Board of Directors of Octagon wishes to announce that there has been no material development on the status of the Proposed Rationalisation Scheme (“PRS”). The financial lenders are still reviewing and considering the scheme. Octagon will announce further developments on the above matter as and when necessary.

Octagon will announce further developments on the above matter as and when necessary.

This announcement is dated 1 November 2012.��



CENTURY - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameCENTURY LOGISTICS HOLDINGS BERHAD  
Stock Name CENTURY  
Date Announced1 Nov 2012  
CategoryChange in Boardroom
Reference NoCS-121101-366F9

Date of change01/11/2012
NameDatuk Jaafar Bin Mohamad
Age55
NationalityMalaysian
DesignationExecutive Director
DirectorateExecutive
Type of changeResignation
ReasonTo devote more time to personal businesses
Details of any disagreement that he/she has with the Board of DirectorsNo
Whether there are any matters that need to be brought to the attention of the shareholdersNo
Qualifications 
Working experience and occupation He joined the Company in year 1999 with last held position as Chief Operating Officer in the Johor Branch. 
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiaries1,460,971 Ordinary Shares of RM1.00 each 


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