IRIS - MATERIAL LITIGATION
| Company Name | IRIS CORPORATION BERHAD (ACE Market) |
| Stock Name | IRIS |
| Date Announced | 8 Feb 2013 |
| Category | General Announcement |
| Reference No | IC-130208-65952 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | MATERIAL LITIGATION IN THE HIGH COURT OF MALAYA IN KUALA LUMPUR (COMMERCIAL DIVISION) SUIT NO 22NCC 01/2013 BETWEE N STAMFORD COLLEGE BERHAD (PLAINTIFF) AND IRIS CORPORATION BERHAD (DEFENDANT) |
MATERIAL LITIGATION IN THE HIGH COURT OF MALAYA IN KUALA LUMPUR (COMMERCIAL DIVISION) SUIT NO 22NCC 01/2013 BETWEE N STAMFORD COLLEGE BERHAD (PLAINTIFF) AND IRIS CORPORATION BERHAD (DEFENDANT) IRIS CORPORATION BERHAD (“ICB” or “the Company”) wishes to announce that it has received a Writ of Summons dated 30th January 2013 from the solicitors on behalf of Stamford College Berhad (the “Plaintiff”) in respect of the following:- 1. The Plaintiff and the Defendant executed a Share Sale Agreement (“Agreement”) whereby the Plaintiff agreed to sell 51% of the fully paid up ordinary shares of Stamford College (PJ) Sdn Bhd (“SCPJ”) and Stamford College (Malacca) Sdn. Bhd. (“SCM”) respectively to the Company for a total consideration price of RM2,250,000.00 (“Purchase Price”) 2. Pursuant to the terms and conditions of the Agreement , the Company paid a sum of RM250,000 (“Deposit”) representing 10% of the Purchase Consideration and agreed to pay the balance Purchase Consideration subject to fulfilment of parties obligations under Clause 4 of the Agreement. The Plaintiff avers that it has fulfilled its obligations under Clause 4 and sent a letter of demand for the balance Purchase Consideration via their then solicitors Messrs Tee, Tan & Partner. Upon not receiving the balance Purchase Consideration, the Plaintiff’s filed the Writ and Statement of Claim praying for the following:- (a) Balance Purchase Consideration of RM2, 250,000.00 (b) Interest thereon at 5% per annum from the date of Judgement to full realization (c) Interest on RM2,250,000.00 at 5% per annum from date of Judgement to full date of realization (d) Cost in the action and other such relief as the Court deems fit. The Board of Directors of ICB has upon seeking legal advice from their solicitors, Messrs Chellam & Wong decided to defend the suit which is fixed for case management on 13th February 2013. The Company has filed its Defence And Counterclaim on even date based on the following facts enumerated in brief:- 1. The Company denies the amount allegedly owed under the Writ & Statement of Claim and avers that the Plaintiff has terminated the Agreement via its solicitors Messrs Tee, Tan & Partner’s letter dated 28.11.2012 and as a result of the said termination the balance purchase price is in fact not due and owing and as the Agreement also has no proviso for such forfeiture, the Plaintiff has wrongfully forfeited the Deposit. 2. The completion of the Agreement under Clause 4 of the Agreement is pending completion of the Due Diligence exercise and resolution of all outstanding matters between the parties which was under continuous negotiations and in the full knowledge of the Plaintiff. 3. The assumption of liability by the Defendant is subject to the due diligence exercise to be conducted under clause 7a of the Agreement. The assumption is not immediate and conditional on the satisfactory results of the due diligence. 3. A total sum of RM3,630.000 was advanced by the Company on the Plaintiff’s instruction to settle debts due and owing by the Plaintiff and such debts were kept from the knowledge of the Defendant The Counterclaim states in detail the details of the debts and payments made by the Company based on the Plaintiff’s representations and instructions. 4. The Plaintiff has made several misrepresentations which has caused Defendant to suffer a loss of RM3,380,000 and the deposit of RM250,000 which is particularised in Clause 19 and 20 of the Defence & Counterclaim. The Company as the Defendant prays for the following under the Defence & Counterclaim. (a) The Plaintiff refund the sum of RM250,000 being the forfeited deposit and the advanced money of RM3,630,000 paid by the Company for debts on behalf of the Defendant. (b) general damages (c) interest at such rate the Courts deem fit ,costs and other relief Save for the potential contingent losses arising from the claim of RM2,250,000 together with interest and incidental costs claimed by the Plaintiff and our own legal costs for the conduct of the suit, there should be no financial or operation impact on the Company net assets or value of shares. Further announcements on further material information on this material litigation will be made as deemed appropriate and in compliance with the ACE Market Listing Requirement. This announcement is made on 8th February 2013
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JOBST - Changes in Sub. S-hldr's Int. (29B) - (1) FMR LLC & (2) FIL Limited
| Company Name | JOBSTREET CORPORATION BERHAD |
| Stock Name | JOBST |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-130208-45450 |
Particulars of substantial Securities Holder
| Name | (1) FMR LLC & (2) FIL Limited |
| Address | (1) FMR LLC - 82 Devonshire Street, Boston, MA 02109 and (2) FIL Limited - c/o Level 20, 2 Pacific Place, 88 Queensway, Hong Kong |
| NRIC/Passport No/Company No. | See remarks |
| Nationality/Country of incorporation | Delaware, Boston and Bermuda |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.20 each |
| Name & address of registered holder | Nikko Gravity Equity Fund |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 30/01/2013 | 5,000 |
| Remarks : |
| Company Registration No.: (1) FMR LLC - 3220238 and (2) FIL Limited - EC01462 . The percentage of indirect interest excludes 179,000 Ordinary Shares of RM0.20 each bought back by the Company and retained as treasury shares. |
JOBST - Changes in Sub. S-hldr's Int. (29B) - (1) FMR LLC & (2) FIL Limited
| Company Name | JOBSTREET CORPORATION BERHAD |
| Stock Name | JOBST |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-130208-5589D |
Particulars of substantial Securities Holder
| Name | (1) FMR LLC & (2) FIL Limited |
| Address | (1) FMR LLC - 82 Devonshire Street, Boston, MA 02109 and (2) FIL Limited - c/o Level 20, 2 Pacific Place, 88 Queensway, Hong Kong |
| NRIC/Passport No/Company No. | See remarks |
| Nationality/Country of incorporation | Delaware, Boston and Bermuda |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.20 each |
| Name & address of registered holder | Nikko Gravity Equity Fund |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 05/02/2013 | 9,500 |
| Remarks : |
| Company Registration No.: (1) FMR LLC - 3220238 and (2) FIL Limited - EC01462 . The percentage of indirect interest excludes 179,000 Ordinary Shares of RM0.20 each bought back by the Company and retained as treasury shares. |
AMPROP - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | AMCORP PROPERTIES BERHAD |
| Stock Name | AMPROP |
| Date Announced | 8 Feb 2013 |
| Category | General Announcement |
| Reference No | AP-130208-60437 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | AMCORP PROPERTIES BERHAD (“AMPROP”) - SUBSCRIPTION OF 60% EQUITY INTEREST IN MERCHANT ALPHA LIMITED |
Walleng Enterprises Sdn Bhd (“Walleng”), a wholly-owned subsidiary of AMPROP, had on 7 February 2013 subscribed for 60 ordinary shares of 1.00 each in Merchant Alpha Limited (“MAL”), representing 60% of the issued and paid-up share capital of MAL, at par for cash (“Subscription”). As a result of the Subscription, MAL became a 60% indirectly owned subsidiary of AMPROP. MAL has two wholly-owned subsidiaries namely, Merchant Beta Limited and Merchant Omega Limited. Pursuant to the Subscription, Walleng has committed to provide shareholder’s advances to MAL of up to 30.0 million (equivalent to approximately RM145.5 million, based on exchange rate of 1:RM4.85). Further details of the Subscription are set out in the attachment. | |
MBFHLDG - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 8 Feb 2013 |
| Category | General Announcement |
| Reference No | MH-130205-EB03C |
| Type | Announcement | ||||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS DURING CLOSED PERIOD | ||||||||||||||
| Description | MBf HOLDINGS BERHAD ("MBfH") - NOTIFICATION UNDER CHAPTER 14 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ON DEALINGS IN SECURITIES | ||||||||||||||
Pursuant to Paragraph 14.08(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, we wish to announce that Tan Sri Datuk Dr Ninian Mogan Lourdenadin, the Group Chief Executive Officer/Director and also the substantial shareholder of MBfH, has given notice of his dealings in the securities of MBfH during the closed period, details of which is as set out in the table below :-
The above securities were transacted through Impact Action Sdn Bhd, a company in which Tan Sri Datuk Dr Ninian Mogan Lourdenadin is deemed to have an interest.
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MBFHLDG - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 8 Feb 2013 |
| Category | General Announcement |
| Reference No | MH-130208-96D4B |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | MBf HOLDINGS BERHAD Conditional take-over offer (“Offer”) by the Tor Private Limited, Nadin Holdings Sdn Bhd, Impact Action Sdn Bhd and Market Share Investments Limited (“Joint Offerors“) through Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (“HLIB”) to acquire the following: (i)all the remaining ordinary shares of RM1.00 each in MBf Holdings Berhad (“MBfH”) (“MBfH Shares”) which are not already owned by the Joint Offerors; (ii)all the remaining warrants 2003/2013 (“Warrants”) not already owned by the Joint Offerors (“Offer Warrants”); (iii)all the new MBfH Shares which may be issued prior to the closing of the Offer arising from the exercise of the outstanding Warrants; (iv)all the outstanding Class A United States Dollar denominated redeemable convertible secured loan stock (“RCSLS”) not already owned by the Joint Offerors (“Offer RCSLS”); and (v) all the new MBfH Shares which may be issued prior to the closing of the Offer arising from the exercise of the outstanding RCSLS A. for a cash consideration of RM1.50 per MBfH Share, RM0.50 per Offer Warrant and RM4.64 per Offer RCSLS |
We wish to inform that we have today, received a press release from HLIB notifying that Impact Action Sdn Bhd had dealt in the MBfH Shares. A copy of the press release is enclosed.
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MBFHLDG - Changes in Director's Interest (S135) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | MH-130205-A04F9 |
Information Compiled By KLSE
Particulars of Director
| Name | Tan Sri Datuk Dr Ninian Mogan Lourdenadin |
| Address | No. 244, Jalan Ipoh, 51200 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) |
Acquired | 1,311,800 |
| Circumstances by reason of which change has occurred | Purchase of shares in the open market |
| Nature of interest | Indirect interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | 514,412,351 |
| Indirect/deemed interest (%) | 89.09 |
| Date of notice | 08/02/2013 |
MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Impact Action Sdn Bhd
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MH-130205-A04F7 |
Particulars of substantial Securities Holder
| Name | Impact Action Sdn Bhd |
| Address | Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
| NRIC/Passport No/Company No. | 717952M |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Impact Action Sdn Bhd Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 08/02/2013 | 1,311,800 |
MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MH-130205-A04E4 |
Particulars of substantial Securities Holder
| Name | Tan Sri Datuk Dr Ninian Mogan Lourdenadin |
| Address | No. 244, Jalan Ipoh, 51200 Kuala Lumpur |
| NRIC/Passport No/Company No. | 540212-07-5387 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Impact Action Sdn Bhd Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 08/02/2013 | 1,311,800 |
MUIIND - Changes in Sub. S-hldr's Int. (29B) - Noble Faith Foundation, Inc
| Company Name | MALAYAN UNITED INDUSTRIES BERHAD |
| Stock Name | MUIIND |
| Date Announced | 8 Feb 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MU-130208-BD2A3 |
Particulars of substantial Securities Holder
| Name | Noble Faith Foundation, Inc |
| Address | East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands |
| NRIC/Passport No/Company No. | 399914 |
| Nationality/Country of incorporation | British Virgin Islands |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Noble Faith Foundation, Inc |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 05/02/2013 | 2,438,000 | |
| Acquired | 07/02/2013 | 3,106,000 |
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