SCOPE - MULTIPLE PROPOSALS
Announcement Type: General Announcement
| Company Name | SCOPE INDUSTRIES BERHAD (ACE Market) |
| Stock Name | SCOPE |
| Date Announced | 19 Nov 2012 |
| Category | General Announcement |
| Reference No | MB-121119-52504 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | SCOPE INDUSTRIES BERHAD (“SCOPE” OR “COMPANY”) (A) PROPOSED MERGER OF THE BUSINESSES OF SCOPE AND MATANG HOLDINGS BERHAD (“MATANG”) THROUGH THE TRANSFER OF THE ENTIRE BUSINESS AND UNDERTAKINGS, INCLUDING ALL ASSETS AND LIABILITIES, OF MATANG TO SCOPE FOR A TOTAL CONSIDERATION OF RM145,000,000 ("PROPOSED MERGER"); (B) PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN BENUA MUTIARA SDN BHD (“BENUA”) FOR A PURCHASE CONSIDERATION OF RM31,720,000; (C) PROPOSED EXEMPTION UNDER PARAGRAPH 16, PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 TO MATANG AND PARTIES ACTING IN CONCERT WITH MATANG FROM THE OBLIGATION TO EXTEND A TAKE-OVER OFFER FOR ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN SCOPE (“SCOPE SHARES”) NOT ALREADY HELD BY THEM PURSUANT TO THE PROPOSED MERGER; AND (D) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL FROM RM100,000,000 COMPRISING 1,000,000,000 SCOPE SHARES TO RM200,000,000 COMPRISING 2,000,000,000 SCOPE SHARES (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) |
This announcement is dated 19 November 2012. On behalf of the Board of Directors of Scope (“Board”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce the following proposals:- (a) signing of the conditional business merger agreement (“BMA”) between Scope and Matang on 19 November 2012 for the transfer of the entire business and undertakings, including all assets and liabilities of Matang (“Matang Business”) to Scope for a total consideration of RM145,000,000 (“Proposed Merger”); (b) signing of the conditional share acquisition agreement (“SAA”) between Scope and Agriculturists Incorporated Sdn Bhd (“AISB”), Agriculturists Incorporated Development Sdn Bhd (“AIDSB”) and Chew Kong Yoon (collectively referred to as “Benua Vendors”) on 19 November 2012 to acquire 500,000 ordinary shares of RM1.00 each in Benua, representing 100% of the issued and paid-up share capital of Benua (“Benua Shares”) for a total purchase consideration of RM31,720,000 (“Proposed Benua Acquisition”); Further details on the Proposals are set out in the attachment. | |
SRIDGE - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
Announcement Type: General Announcement
| Company Name | SILVER RIDGE HOLDINGS BHD (ACE Market) |
| Stock Name | SRIDGE |
| Date Announced | 19 Nov 2012 |
| Category | General Announcement |
| Reference No | CC-121119-EEDC5 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | Silver Ridge Holdings Bhd ("SRHB" or "the Company") - Proposed Disposal of Silver Ridge Technologies Sdn Bhd (“SRT”), a Wholly-Owned Subsidiary of the Company |
The Board of Directors of SRHB wishes to announce that the Company had, on 19 November 2012, entered into a Sale and Purchase Agreement for Shares with Rhymizafri bin Abd Halim and YBhg Dato’ Syed Hamzah bin Syed Bakar for the disposal of its entire equity interest in SRT. Please refer to the attached file for further details of the announcement. This announcement is dated 19 November 2012. | |
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 Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 19 Nov 2012 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PG-121119-69412 |
Particulars of substantial Securities Holder
| Name | EMPLOYEES PROVIDENT FUND BOARD |
| Address | Tingkat 19, Bangunan KWSP Jalan Raja Laut 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Share of RM1.00/share |
| Name & address of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN BHD Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 12/11/2012 | 200,000 |
| Remarks : |
| The direct interest of 261,217,500 shares comprising : a) 246,282,200 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) 302,500 shares held by Employees Provident Fund Board (KIB); e) 1,839,800 shares held by Employees Provident Fund Board (HDBS); f) 400,000 shares held by Employees Provident Fund Board (RHB INV); g) 757,100 shares held by Employees Provident Fund Board (AM INV); h) 0 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 19 November 2012 |
PETGAS - 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 Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 19 Nov 2012 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PG-121119-69024 |
Particulars of substantial Securities Holder
| Name | KUMPULAN WANG PERSARAAN (DIPERBADANKAN) |
| Address | Aras 4, 5 & 6, Menara Yayasan Tun Razak, 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
| NRIC/Passport No/Company No. | KWAPACT6622007 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Share of RM1.00/share |
| Name & address of registered holder | Kumpulan 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 transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 12/11/2012 | 966,900 | |
| Disposed | 12/11/2012 | 700,000 |
| Remarks : |
| Received Form 29B on 19 November 2012 |
FITTERS - Changes in Sub. S-hldr's Int. (29B) - Datin Goh Hooi Yin
Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
| Company Name | FITTERS DIVERSIFIED BERHAD |
| Stock Name | FITTERS |
| Date Announced | 19 Nov 2012 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-121119-6E59B |
Particulars of substantial Securities Holder
| Name | Datin Goh Hooi Yin |
| Address | 27, Jalan Daya 2 Taman Daya Kepong 52100 Kuala Lumpur |
| NRIC/Passport No/Company No. | 600706-10-6368 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.50 each |
| Name & address of registered holder | Datin Goh Hooi Yin 27, Jalan Daya 2 Taman Daya Kepong 52100 Kuala Lumpur Dato' Wong Swee Yee 27, Jalan Daya 2 Taman Daya Kepong 52100 Kuala Lumpur Allliancegroup Nominees (Tempatan) Sdn. Bhd. 3rd Floor, Menara Multi-Purpose Capital Sequare No. 8, Jalan Munshi Abdullah 50100 Kuala Lumpur HDM Nominees (Tempatan) Sdn. Bhd. Levels 2, 3, 4, 7 & 9 Wisma Sri Pinang 60 Green Hall 10200 Georgetown Penang EB Nominees (Tempatan) Sdn. Bhd. Ground Floor, Wisma Cyclecarri 288, Jalan Raja Laut 50350 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 19/11/2012 | 8,000,000 | 0.640 |
| Transferred | 19/11/2012 | 1,000,000 |
| Remarks : |
| Direct Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holder ________________ ________________ __________ Datin Goh Hooi Yin 952,875 0.42# Indirect Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holders ________________ ________________ __________ Dato' Wong Swee Yee 24,225 0.01* Alliancegroup Nominees 22,400,000 9.92* (Tempatan) Sdn. Bhd. HDM Nominees 10,556,742 4.67* (Tempatan) Sdn. Bhd. EB Nominees 20,899,200 9.25* (Tempatan) Sdn. Bhd. -------------------------- ------------------ 53,880,167 23.85# ============= ========= *Deemed interested in her spouse, Dato' Wong Swee Yee's direct shareholdings in FITTERS Diversified Berhad by virtue of Section 134(12)(c) of the Companies Act, 1965. #The percentage of shareholding was calculated based on total number of issued shares of 234,241,151 excluding treasury shares of 8,328,400 shares as at 14 November 2012. |
FITTERS - Changes in Director's Interest (S135) - Dato' Wong Swee Yee
Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
| Company Name | FITTERS DIVERSIFIED BERHAD |
| Stock Name | FITTERS |
| Date Announced | 19 Nov 2012 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-121119-75F0F |
Information Compiled By KLSE
Particulars of Director
| Name | Dato' Wong Swee Yee |
| Address | 27, Jalan Daya 2 Taman Daya Kepong 52100 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) |
Disposed | 8,000,000 | 0.640 | |
Transferred | 1,000,000 |
| Circumstances by reason of which change has occurred | Disposal of shares and transfer of shares from RHB Capital Nominees (Tempatan) Sdn. Bhd. to Alliancegroup Nominees (Tempatan) Sdn. Bhd. |
| Nature of interest | Direct Interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 53,880,167 |
| Direct (%) | 23.85 |
| Indirect/deemed interest (units) | 1,009,906 |
| Indirect/deemed interest (%) | 0.45 |
| Date of notice | 19/11/2012 |
| Remarks : |
| Direct Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holders ________________ ________________ __________ Dato' Wong Swee Yee 24,225 0.01 Alliancegroup Nominees 22,400,000 9.92 (Tempatan) Sdn. Bhd. HDM Nominees 10,556,742 4.67 (Tempatan) Sdn. Bhd. EB Nominees 20,899,200 9.25 (Tempatan) Sdn. Bhd. -------------------------- ------------------ 53,880,167 23.85# ============= ========= Indirect Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holders ________________ ________________ __________ Datin Goh Hooi Yin 952,875 0.42* Wong Swee Seong 57,031 0.03* -------------------------- ------------------ 1,009,906 0.45# ============= ========= *Deemed interested in his spouse, Datin Goh Hooi Yin's, his brother, Mr. Wong Swee Seong's, direct shareholdings in FITTERS Diversified Berhad by virtue of Section 134(12)(c) of the Companies Act, 1965. #The percentage of shareholding was calculated based on total number of issued shares of 234,241,151 excluding treasury shares of 8,328,400 shares as at 14 November 2012. |
FITTERS - Changes in Director's Interest (S135) - Datin Goh Hooi Yin
Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
| Company Name | FITTERS DIVERSIFIED BERHAD |
| Stock Name | FITTERS |
| Date Announced | 19 Nov 2012 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-121119-891CE |
Information Compiled By KLSE
Particulars of Director
| Name | Datin Goh Hooi Yin |
| Address | 27, Jalan Daya 2 Taman Daya Kepong 52100 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) |
Disposed | 8,000,000 | 0.640 | |
Transferred | 1,000,000 |
| Circumstances by reason of which change has occurred | Disposal of shares and transfer of shares from RHB Capital Nominees (Tempatan) Sdn. Bhd. to Alliancegroup Nominees (Tempatan) Sdn. Bhd. |
| Nature of interest | Indirect Interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 952,875 |
| Direct (%) | 0.42 |
| Indirect/deemed interest (units) | 53,880,167 |
| Indirect/deemed interest (%) | 23.85 |
| Date of notice | 19/11/2012 |
| Remarks : |
| Direct Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holder ________________ ________________ __________ Datin Goh Hooi Yin 952,875 0.42# Indirect Interest: - Name of Total no. of shares Percentage Registered held after change (%) Holders ________________ ________________ __________ Dato' Wong Swee Yee 24,225 0.01* Alliancegroup Nominees 22,400,000 9.92* (Tempatan) Sdn Bhd HDM Nominees 10,556,742 4.67* (Tempatan) Sdn. Bhd. EB Nominees 20,899,200 9.25* (Tempatan) Sdn. Bhd. -------------------------- ------------------ 53,880,167 23.85# ============= ========= *Deemed interested in her spouse, Dato' Wong Swee Yee's direct shareholdings in FITTERS Diversified Berhad by virtue of Section 134(12)(c) of the Companies Act, 1965. #The percentage of shareholding was calculated based on total number of issued shares of 234,241,151 excluding treasury shares of 8,328,400 shares as at 14 November 2012. |
QSR - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
Announcement Type: General Announcement
| Company Name | QSR BRANDS BHD |
| Stock Name | QSR |
| Date Announced | 19 Nov 2012 |
| Category | General Announcement |
| Reference No | OI-121119-58908 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| Description | QSR 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 previous announcements made by the Company in relation to the Proposals. On behalf of the Board of Directors of QSR, OSK Investment Bank Berhad wishes to announce that QSR and TPSB had, on 17 November 2012, mutually agreed to waive certain outstanding conditions precedent in the BSA. Accordingly, as all the conditions precedent in the BSA have been fulfilled or waived, QSR and TPSB had on the same date also mutually agreed that the BSA became unconditional on 17 November 2012. Pursuant thereto, the Company will make an application to the High Court for the Proposed QSR Capital Repayment in due course. This announcement is dated 19 November 2012. | |
INTEGRA - WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Announcement Type: General Announcement
| Company Name | INTEGRAX BERHAD |
| Stock Name | INTEGRA |
| Date Announced | 19 Nov 2012 |
| Category | General Announcement |
| Reference No | CK-121031-63487 |
| Type | Announcement |
| Subject | WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR |
| Description | Integrax Berhad – Dissolution of P.T. Integra Jasa Energi, a subsidiary |
The Board of Directors of Integrax Berhad (“Integrax” or “the Company”) wishes to announce that the Company’s subsidiary, P.T. Integra Jasa Energi, has been placed under liquidation following the conclusion of the Extraordinary General Meeting duly held on 17 November 2012. �P.T. Integra Jasa Energi is incorporated in Indonesia and is a dormant company. The above dissolution of subsidiary is not expected to have any material effect on the Company’s earnings, net assets and gearing for the financial year ending 31 December 2012. � This announcement is dated 19 November 2012. � � � | |
SAAG - WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
Announcement Type: General Announcement
| Company Name | SAAG CONSOLIDATED (M) BHD |
| Stock Name | SAAG |
| Date Announced | 19 Nov 2012 |
| Category | General Announcement |
| Reference No | SC-121119-60872 |
| Type | Announcement |
| Subject | WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR |
| Description | SAAG CONSOLIDATED (M) BHD (“SAAG” or “the Company”) - Appointment of Receiver and Manager of SAAG and its two subsidiaries, SAAG Oil And Gas Sdn Bhd (“SOG”) and SAAG Drilling And Well Services Sdn Bhd (“SDWS”) |
Further to the announcements made on 24 October 2012 and 5 November 2012, the Board of Directors of SAAG wishes to announce that SAAG, SOG and SDWS have on even date received Notice of Appointment of Receiver and Manager (“Notice”). Pursuant to the Notice, AmBank (M) Berhad (“AmBank”) has appointed Mr. Duar Tuan Kiat of Ernst & Young as the Receiver and Manager of SAAG, SOG and SDWS pursuant to the terms of the respective debentures. The details of the announcement in relation to the above is attached herewith. This announcement is dated 19 November 2012. | |
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