December 28, 2012

Company announcements: KENANGA, BGYEAR, SCOMI, SWSCAP, UPA, FRB

KENANGA - Changes in Sub. S-hldr's Int. (29B) - Cahya Mata Sarawak Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameK & N KENANGA HOLDINGS BERHAD  
Stock Name KENANGA  
Date Announced28 Dec 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoK&-121228-53790

Particulars of substantial Securities Holder

NameCahya Mata Sarawak Berhad
AddressLevel 6, Wisma Mahmud
Jalan Sungai Sarawak
93100 Kuching
Sarawak
NRIC/Passport No/Company No.21076-T
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holder1) CMS Capital Sdn Bhd (Indirect)
Level 6, Wisma Mahmud
Jalan Sungai Sarawak
93100 Kuching
Sarawak

2) Cahya Mata Sarawak Berhad (Direct)
Level 6, Wisma Mahmud
Jalan Sungai Sarawak
93100 Kuching
Sarawak

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others14/12/2012
0
 

Description of other type of transactionChange in percentage of equity interest
Circumstances by reason of which change has occurredChange in direct equity interest from 4.99% to 4.11% and change in indirect equity interest from 25.07% to 20.96% due to the enlargement of issued and paid up share capital of K & N Kenanga Holdings Berhad
Nature of interestDirect and Indirect
Direct (units)30,070,000 
Direct (%)4.11 
Indirect/deemed interest (units)153,353,000 
Indirect/deemed interest (%)20.96 
Total no of securities after change183,423,000
Date of notice26/12/2012

Remarks :
As at 14 December 2012, the combined direct and indirect interest is 25.07%.


BGYEAR - OTHERS BINA GOODYEAR BERHAD (“BGB” OR “COMPANY”) PROPOSED DEBT SETTLEMENT OF BGB GROUP (“PDS”)

Announcement Type: General Announcement
Company NameBINA GOODYEAR BERHAD  
Stock Name BGYEAR  
Date Announced28 Dec 2012  
CategoryGeneral Announcement
Reference NoCM-121228-62958

TypeAnnouncement
SubjectOTHERS
DescriptionBINA GOODYEAR BERHAD (“BGB” OR “COMPANY”)

PROPOSED DEBT SETTLEMENT OF BGB GROUP (“PDS”)

The Company wishes to announce that the Board of Directors of BGB (“Board”), had on 28 December 2012 approved to proceed with a proposed debt settlement to the creditors of the BGB Group (namely, the identified scheme creditors of BG Builders Sdn Bhd, BG Reality Sdn Bhd, Seranta Machinery & Equipment Sdn Bhd) (“Scheme Creditors”) via cash and/or shares to be implemented via a court convened meeting (“PDS”) and subject to the approval of Bursa Malaysia and the shareholders of BGB.

Details of the PDS are set out below:

Proposed Debt Settlement of BGB Group (“PDS”)

As at 30 September 2012 (“the Cut-off Date”), the net book value of the assets of the Group on consolidated basis stood at RM46.9 million, whereas the estimated amount owed to its creditors was RM109.8 million. Taking into consideration the estimated restructuring expenses of RM3.0 million, the net book value of the assets available to the existing creditors of the Group would be RM43.9 million (“the Adjusted NBV”).

The Proposed Debt Settlement involves the settlement of a sum of equivalent to the net assets available to the Scheme Creditors as at the Cut-off Date plus an additional 10%, i.e. RM48.29 million in total (“the Settlement Sum”), in proportion to their entitlement to the Adjusted NBV of the assets of the Group under a liquidation scenario of the Group (“the Scheme Creditor Entitlement”), as full and final settlement of the Group’s obligations to its creditors, as follows:

(a) A new company will be incorporated to facilitate the Proposed Debt Settlement (“the SPV”). The main objective of the SPV shall be to realise the assets of the Group (to be novated to it) and to distribute the proceeds realised to the Scheme Creditors based on their respective entitlements to the Settlement Sum, on a pari passu basis;

(b) The Group shall novate to the SPV all the assets of the Group as at the Cut-off Date (“the Novated Assets”) together with all its liabilities to the Scheme Creditors (“the Novated Liabilities”), for a consideration of RM4.83 million to be paid via the issuance of RM48,290,000 new ordinary shares of RM0.10 each by NewCo (“the Debt Settlement Shares”). However, at any time before the novation of the Novated Assets and the Novated Liabilities to the SPV in the implementation of the PCDRS, the Group shall be entitled to buy back from the SPV any of the Novated Assets that NewCo thinks necessary for the future operations of the Group after the implementation of the PCDRS (“the Retained Assets”) at a cash consideration equal to the market value of the Retained Assets as at the Cut-off Date, but not less than RM4,829,000; and


(c) The Novated Liabilities, amounting to RM109.8 million as at the Cut-off Date (subject to a proof of debt to be conducted), shall be settled by the SPV as follows:

(i) 10% of the Settlement Sum, equivalent to RM4,829,000 is proposed to be settled through the distribution of the Debt Settlement Shares received from NewCo to the Scheme Creditors, based on the Scheme Creditor Entitlement;

(ii) Not less than 10% of the Settlement Sum, equivalent to RM4,829,000 is proposed to be settled by the cash received by the SPV as consideration for the Retained Assets, which shall be distributed to the Scheme Creditors based on the Scheme Creditor Entitlement (“the Cash Settlement”);

(iii) The remaining of the Settlement Sum after the settlement via the Debt Settlement Shares and the Cash Settlement is proposed to be settled in full from the proceeds to be realised from the disposal of the Novated Assets by the SPV, other than the Retained Assets, which shall be distributed to the Scheme Creditors based on the Scheme Creditor Entitlement. For the purpose of realisation of the Retained Assets, the SPV shall be placed under members’ voluntary winding-up immediately upon completion of the novation of the Novated Assets and Novated Liabilities to the SPV; and

(iv) The disposal of all the Novated Assets by the SPV and the distribution of the Debt Settlement Shares, the Cash Settlement and the proceeds from the disposal of the Novated Assets shall be in full and final settlement of the obligations of the Group.

The above proposed settlements will be formalised pursuant to the respective BGB Group companies’ proposed composite schemes of arrangement to be carried out under Section 176 of the Companies Act, 1965, and will be subjected to the approvals of Bursa Malaysia and the shareholders of BGB. Further, upon the approval of the Scheme Creditors, a Principal Advisor and other relevant advisers will be appointed to advise the BGB Group on the implementation of a suitable Proposed Corporate and Debt Re-arrangement Scheme.

Further information will be set out in the explanatory statement to the Scheme Creditors in relation to the Proposed Debt Settlement which will be despatched to the respective creditors in due course. Details of the Scheme Creditors may be viewed at Company’s registered office located at Tingkat 11, Blok B, Kelana Centre Point, 3 Jalan SS 7/19, Kelana Jaya, 47301 Petaling Jaya.

This announcement is dated 28 December 2012.



SCOMI - Notice of Interest Sub. S-hldr (29A) - Amadia Investments Ltd

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Company NameSCOMI GROUP BERHAD  
Stock Name SCOMI  
Date Announced28 Dec 2012  
CategoryNotice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference NoSG-121228-63784

Particulars of Substantial Securities Holder

NameAmadia Investments Ltd
AddressCricket Square, Hutchins Drive
P.O.Box 2681, Grand Cayman
KY1-1111, Cayman Islands
NRIC/Passport No/Company No.CT-231834
Nationality/Country of incorporationCayman Islands
Descriptions (Class & nominal value)Ordinary Share of RM0.10 each
Name & address of registered holder1. UOBM Nominees (Asing) Sdn Bhd for TAEL Onc Partners Ltd for Amadia Investments Ltd

2. HLG Nominees (Asisng) Sdn Bhd Exempt An for UOB Kay Hian Pte Ltd (A/c Clients)

Date interest acquired & no of securities acquired

CurrencyMalaysian Ringgit (MYR)
Date interest acquired28/12/2012
No of securities151,637,400
Circumstances by reason of which Securities Holder has interestAcquisition of shares pursuant to approved transfer.
Nature of interestDirect Interest
Price Transacted ($$)

Total no of securities after change

Direct (units)151,637,400 
Direct (%)9.87 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice28/12/2012


SCOMI - Notice of Interest Sub. S-hldr (29A) - TAEL One Partners Ltd

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Company NameSCOMI GROUP BERHAD  
Stock Name SCOMI  
Date Announced28 Dec 2012  
CategoryNotice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference NoSG-121228-64189

Particulars of Substantial Securities Holder

NameTAEL One Partners Ltd
AddressCricket Square, Hutchins Drive
P.O.Box 2681, Grand Cayman
KY1-1111, Cayman Islands
NRIC/Passport No/Company No.CT-189597
Nationality/Country of incorporationCayman Islands
Descriptions (Class & nominal value)Ordinary Share of RM0.10 each
Name & address of registered holderName of beneficial owner: Amadia Investments Ltd
Address: Cricket Square, Hutchins Drive, P.O.Box 2681, Grand Cayman, KY1-1111, Cayman Islands

Registered owners:
1. UOBM Nominees (Asing) Sdn Bhd for TAEL Onc Partners Ltd for Amadia Investments Ltd
2. HLG Nominees (Asisng) Sdn Bhd Exempt An for UOB Kay Hian Pte Ltd (A/c Clients)

Date interest acquired & no of securities acquired

CurrencyMalaysian Ringgit (MYR)
Date interest acquired28/12/2012
No of securities151,637,400
Circumstances by reason of which Securities Holder has interestDeemed interest by virtue of Section 6A of the Companies Act, 1965.
Nature of interestIndirect Interest
Price Transacted ($$)

Total no of securities after change

Direct (units)151,637,400 
Direct (%)9.87 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice28/12/2012

Remarks :
TAEL One Partners Ltd (acting in its capacity as the general partner of The Asian Entrepreneur Legacy One, L.P.)


SCOMI - Notice of Interest Sub. S-hldr (29A) - United Overseas Bank Limited

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Company NameSCOMI GROUP BERHAD  
Stock Name SCOMI  
Date Announced28 Dec 2012  
CategoryNotice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference NoSG-121228-65512

Particulars of Substantial Securities Holder

NameUnited Overseas Bank Limited
Address80 Raffles Place UOB Plaza
Singapore 048624
NRIC/Passport No/Company No.193500026Z
Nationality/Country of incorporationSingapore
Descriptions (Class & nominal value)Ordinary Share of RM0.10 each
Name & address of registered holderName of beneficial owner: Amadia Investments Ltd
Address: Cricket Square, Hutchins Drive, P.O.Box 2681, Grand Cayman, KY1-1111, Cayman Islands

Registered owners:
1. UOBM Nominees (Asing) Sdn Bhd for TAEL Onc Partners Ltd for Amadia Investments Ltd
2. HLG Nominees (Asisng) Sdn Bhd Exempt An for UOB Kay Hian Pte Ltd (A/c Clients)

Date interest acquired & no of securities acquired

CurrencyMalaysian Ringgit (MYR)
Date interest acquired28/12/2012
No of securities151,637,400
Circumstances by reason of which Securities Holder has interestUOB Limited has a deemed interest in the Scomi Group Bhd shares by virtue of its investment in The Asian Entrepreneur Legacy One, L.P.
Nature of interestIndirect Interest
Price Transacted ($$)

Total no of securities after change

Direct (units)151,637,400 
Direct (%)9.87 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice28/12/2012


SCOMI - Notice of Person Ceasing (29C) - TOIC Investments Ltd

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NameSCOMI GROUP BERHAD  
Stock Name SCOMI  
Date Announced28 Dec 2012  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoSG-121228-58390

Particulars of substantial Securities Holder

NameTOIC Investments Ltd
AddressCricket Square, Hutchins Drive
P.O.Box 2681, Grand Cayman
KY1-1111, Cayman Islands
NRIC/Passport No/Company No.CT-191189
Nationality/Country of incorporationCayman Islands
Descriptions (Class & nominal value)Ordinary Share of RM0.10 each
Date of cessation28/12/2012
Name & address of registered holder1. UOBM Nominees (Asing) Sdn Bhd for TOIC Investment Ltd

2. HLG Nominees (Asing) Sdn Bhd Exempt An for UOB Kay Hian Pte Ltd (A/c Clients)
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed151,637,400 
Price Transacted ($$) 
Circumstances by reason of which a person ceases to be a substantial securities HolderCeased to be substantial shareholder pursuant to approved transfer.
Nature of interestDirect Interest
Date of notice28/12/2012


SCOMI - Notice of Interest Sub. S-hldr (29A) - TOIC Investments Ltd

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Company NameSCOMI GROUP BERHAD  
Stock Name SCOMI  
Date Announced28 Dec 2012  
CategoryNotice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference NoSG-121228-57678

Particulars of Substantial Securities Holder

NameTOIC Investments Ltd
AddressCricket Square, Hutchins Drive
P.O.Box 2681, Grand Cayman
KY1-1111, Cayman Islands
NRIC/Passport No/Company No.CT-191189
Nationality/Country of incorporationCayman Islands
Descriptions (Class & nominal value)Ordinary share of RM0.10 each
Name & address of registered holder1. UOBM Nominees (Asisng) Sdn Bhd for TAEL One Partners Ltd for Amadia Investments Ltd

2. HLG Nominees (Asing) Sdn Bhd Exempt An for UOB Kay Hian Pte Ltd (A/c Clients)

Date interest acquired & no of securities acquired

CurrencyMalaysian Ringgit (MYR)
Date interest acquired24/12/2012
No of securities151,637,400
Circumstances by reason of which Securities Holder has interestArising from the exercise of warrants and automatic conversion of irredeemable convertible secured loan stocks.
Nature of interestDirect Interest
Price Transacted ($$)

Total no of securities after change

Direct (units)151,637,400 
Direct (%)9.87 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice28/12/2012


SWSCAP - Annual Audited Accounts - 31 August 2012

Announcement Type: PDF Submission
Company NameSWS CAPITAL BERHAD  
Stock Name SWSCAP  
Date Announced28 Dec 2012  
CategoryPDF Submission
Reference NoCM-121228-62746

SubjectAnnual Audited Accounts - 31 August 2012


UPA - Acquisition of Agricultural Lands from Hot-Target Sdn Bhd ("HTSB") ["Proposed Acquisition"]

Announcement Type: General Announcement
Company NameUPA CORPORATION BHD  
Stock Name UPA  
Date Announced28 Dec 2012  
CategoryGeneral Announcement
Reference NoCM-121228-63129

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDIJ-121228-40295
SubjectAcquisition of Agricultural Lands from Hot-Target Sdn Bhd ("HTSB") ["Proposed Acquisition"]
DescriptionWith reference to the letter from Bursa Malaysia dated 28 December 2012 in relation to the Company's announcement dated 27 December 2012, the Board of Directors of UPA Corporation Bhd wishes to announce additional information as set out in the attachment in relation to the Proposed Acquisition of the Lands.
Query Letter Contents We refer to the Company's announcement dated 27 December 2012, in respect of
the aforesaid matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-

The directors and major shareholders of HTSB together with their respective
shareholdings;
The salient terms of the Sale and Purchase Agreements;
The information of the Lands pursuant to Part C, Appendix 10A of the Main
Market Listing Requirements;
The basis to arrive at the purchase consideration other than willing-buyer
willing-seller basis;
Whether any valuation was carried out on the Lands. If so, the name of the
independent registered valuer, date and method of valuation and quantification
of the market value;
The liabilities, including contingent liabilities and guarantees to be assumed
by the Company arising from the Proposed Acquisition;
The prospects of the Lands in view that it is acquired for investment purpose;
The nature of agricultural activities to be undertaken on the Lands;
The risks in relation to the Proposed Acquisition including the risk factors on
the Lands;
Whether the Proposed Acquisition require the approvals from the relevant
authorities, and the estimated timeframe for submission to the authorities (if
applicable); and
The factors that were taken into consideration by the Board in forming the
opinion that the Proposed Acqusition is in the best interests of the Company.




Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.


Yours faithfully




HENG TECK HENG
Head, Issuers
Listing Division
Regulation
HTH/IJ
c.c:- General Manager and Head, Market Surveillance, Securities Commission
(via fax



FRB - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameFORMIS RESOURCES BERHAD  
Stock Name FRB  
Date Announced28 Dec 2012  
CategoryGeneral Meetings
Reference NoMB-121228-56383

Type of MeetingEGM
IndicatorNotice of Meeting
DescriptionFORMIS RESOURCES BERHAD

NOTICE OF EXTRAORDINARY MEETING

- PROPOSED PAR VALUE REDUCTION
- PROPOSED RIGHTS ISSUE WITH WARRANTS
- PROPOSED REVISED AMENDMENTS TO M&A
Date of Meeting23/01/2013
Time10:30 AM
VenueThe Fairway Family Restaurant, 1st Floor, The Royal Selangor Golf Club, Jalan Kelab Golf, Off Jalan Tun Razak, 55000 Kuala Lumpur
Date of General Meeting Record of Depositors17/01/2013

Attachments

Formis - Notice of EGM.pdf
165 KB



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