February 22, 2013

Company announcements: SHCHAN, TCHONG, UMW, NYLEX, FAREAST, COMPUGT, CANONE

SHCHAN - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameSIN HENG CHAN (MALAYA) BERHAD  
Stock Name SHCHAN  
Date Announced22 Feb 2013  
CategoryGeneral Announcement
Reference NoSH-130221-43995

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionKUCHING HIGH COURT COMPANIES (WINDING-UP_ PETITION NO. 28-15-07-111 ("THE PETITION")

Further to our earlier announcement dated 20 February 2013, Sin Heng Chan (Malaya) Berhad ("SHCMB") wishes to clarify that whilst the order of the High Court in Kuching has been entered on 25 January 2013, the withdrawals of both appeals related thereto were effected only on 18 February 2013. Hence, the making of the previous anouncement on 20 February 2013.

This announcement is dated 22 February 2013.



TCHONG - 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 NameTAN CHONG MOTOR HOLDINGS BERHAD  
Stock Name TCHONG  
Date Announced22 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoTC-130222-3D8D5

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 RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
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)
Acquired19/02/2013
300,000
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units)43,344,400 
Direct (%)6.6396 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change43,344,400
Date of notice20/02/2013

Remarks :
Form 29B dated 20/02/2013 from Employees Provident Fund Board was received by the Company on 22/02/2013. The percentage shareholding of Employees Provident Fund Board's direct interest is computed based on the share capital of the Company (less treasury shares) of 652,815,000 shares.


UMW - OTHERS WSP HOLDINGS LIMITED – EXECUTION OF AN AGREEMENT AND PLAN OF MERGER AS PART OF ITS GOING PRIVATE EXERCISE

Announcement Type: General Announcement
Company NameUMW HOLDINGS BERHAD  
Stock Name UMW  
Date Announced22 Feb 2013  
CategoryGeneral Announcement
Reference NoUH-130222-52336

TypeAnnouncement
SubjectOTHERS
DescriptionWSP HOLDINGS LIMITED – EXECUTION OF AN AGREEMENT AND PLAN OF MERGER AS PART OF ITS GOING PRIVATE EXERCISE

UMW wishes to announce that WSP Holdings Limited (“WSP”), a 22.3%-owned associate company in the UMW Group, listed on the New York Stock Exchange (“NYSE”) had, on 21st February 2013, announced to the NYSE that it has entered into an Agreement and Plan of Merger with WSP OCTG GROUP Ltd (“WSP OCTG”), a company owned by H.D.S. Investments LLC, a limited liability company incorporated in the State of Washington, and JM OCTG GROUP Ltd (“JM OCTG”), a company with limited liability and a direct wholly-owned subsidiary of WSP OCTG, in respect of a merger exercise.

Details of the merger exercise are as per WSP’s announcement/press release made to the NYSE attached hereto as Appendix A.

This announcement is dated 22nd February 2013.

cc - Securities Commission

(Corporate Finance & Investment Division)



NYLEX - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameNYLEX (MALAYSIA) BERHAD  
Stock Name NYLEX  
Date Announced22 Feb 2013  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoNN-130222-58206

Date of buy back22/02/2013
Description of shares purchasedOrdinary Shares of RM1.00 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)2,200
Minimum price paid for each share purchased ($$)0.485
Maximum price paid for each share purchased ($$)0.485
Total consideration paid ($$)1,109.33
Number of shares purchased retained in treasury (units)2,200
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)1,208,924
Adjusted issued capital after cancellation
(no. of shares) (units)
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)0.62


FAREAST - Quarterly rpt on consolidated results for the financial period ended 31/12/2012

Announcement Type: Financial Results
Company NameFAR EAST HOLDINGS BERHAD  
Stock Name FAREAST  
Date Announced22 Feb 2013  
CategoryFinancial Results
Reference NoFE-130222-55167

Financial Year End31/12/2012
Quarter4
Quarterly report for the financial period ended31/12/2012
The figureshave not been audited
  • Default Currency
  • Other Currency

Currency: Malaysian Ringgit (MYR)

SUMMARY OF KEY FINANCIAL INFORMATION
31/12/2012

 
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31/12/2012
31/12/2011
31/12/2012
31/12/2011
$$'000
$$'000
$$'000
$$'000
1Revenue
120,674
118,587
452,362
479,254
2Profit/(loss) before tax
16,162
43,474
121,975
156,162
3Profit/(loss) for the period
7,981
38,043
93,580
129,740
4Profit/(loss) attributable to ordinary equity holders of the parent
4,253
34,284
84,465
119,686
5Basic earnings/(loss) per share (Subunit)
3.02
24.91
59.90
86.95
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.33
0.35


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
7.1700
6.8800

Remarks :
Note: Item no.6 - Proposed/Declared dividend per share (subunit)
For Cumulative Quarter :Current Year To Date - The total dividend declared is thirty two point five (32.50) sen per share.
The above figures of two decimal points are due to the template generated.
Definition of Subunit:

In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
Example for the subunit as follows:

CountryBase UnitSubunit
MalaysiaRinggitSen
United StatesDollarCent
United KingdomPoundPence


COMPUGT - Changes in Director's Interest (S135) - Goh Kheng Peow

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameCOMPUGATES HOLDINGS BERHAD  
Stock Name COMPUGT  
Date Announced22 Feb 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCP-130222-B1749

Information Compiled By KLSE

Particulars of Director

NameGoh Kheng Peow
AddressNo. 80 Jalan SS23/9
47301 Petaling Jaya
Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary Shares of RM0.10 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
22/02/2013
23,000,000
0.095 

Circumstances by reason of which change has occurredDisposal of shares via open market
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)551,532,810 
Direct (%)25.84 
Indirect/deemed interest (units)86,463,000 
Indirect/deemed interest (%)4.05 
Date of notice22/02/2013

Remarks :
Total number of securities held after change are as follows:-

Direct Interest
---------------

Goh Kheng Peow : 335,010
(RHB Investment Bank Berhad)

Kenanga Nominees (Tempatan) Sdn. Bhd. : 63,000,000
Pledged Securities Account for Goh Kheng Peow

Kenanga Nominees (Tempatan) Sdn. Bhd., Sarawak Branch : 61,465,500
Pledged Securities Account for Goh Kheng Peow

RHB Capital Nominees (Tempatan) Sdn. Bhd. :40,945,400
Pledged Securities Account for Goh Kheng Peow

RHB Nominees (Tempatan) Sdn. Bhd. : 24,711,300
Pledged Securities Account for Goh Kheng Peow

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 37,324,000
Pledged Securities Account for Goh Kheng Peow

Mayban Nominees (Tempatan) Sdn. Bhd. : 75,000,000
Pledged Securities Account for Goh Kheng Peow

Mayban Securities Nominees (Tempatan) Sdn. Bhd. : 57,000,000
Pledged Securities Account for Goh Kheng Peow

KAF Nominees (Tempatan) Sdn. Bhd. : 51,000,000
Pledged Securities Account for Goh Kheng Peow

A.A. Anthony Nominees (Tempatan) Sdn. Bhd. : 58,123,900
Pledged Securities Account for Goh Kheng Peow

AllianceGroup Nominees (Tempatan) Sdn. Bhd. : 50,000,000
Pledged Securities Account for Goh Kheng Peow

EB Nominees (Tempatan) Sdn. Bhd. : 32,627,700
Pledged Securities Account for Goh Kheng Peow

-------------------
Total 551,532,810
===================

Indirect Interest
-----------------
See Thoo Chan*: 3,530,000
Kenanga Investment Bank Berhad

RHB Nominees (Tempatan) Sdn. Bhd. : 51,642,600
Pledged Securities Account for See Thoo Chan*

RHB Capital Nominees (Tempatan) Sdn. Bhd. : 20,582,400
Pledged Securities Account for See Thoo Chan (CEB)*

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 10,000,000
Pledged Securities Account for See Thoo Chan *

Keane Goh Yan Han# : 708,000

------------------
Total 86,463,000
==================

Notes :
* Deemed interest by virtue of his relationship with See Thoo Chan, his spouse
# Deemed interest by virtue of his relationship with Keane Goh Yan Han, his son.


The disposal of 1.078% equity by Goh Kheng Peow is made during the closed period and is being announced in compliance with Chapter 14 of the Main Market Listing Requirements.


COMPUGT - Changes in Director's Interest (S135) - See Thoo Chan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameCOMPUGATES HOLDINGS BERHAD  
Stock Name COMPUGT  
Date Announced22 Feb 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCP-130222-B173E

Information Compiled By KLSE

Particulars of Director

NameSee Thoo Chan
AddressNo. 80 Jalan SS23/9
47301 Petaling Jaya
Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary Shares of RM0.10 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
22/02/2013
23,000,000
0.095 

Circumstances by reason of which change has occurredDisposal of shares via open market
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units)85,755,000 
Direct (%)4.02 
Indirect/deemed interest (units)552,240,810 
Indirect/deemed interest (%)25.88 
Date of notice22/02/2013

Remarks :
Total number of securities held after change are as follows:-

Direct Interest
---------------

See Thoo Chan : 3,530,000
Kenanga Investment Bank Berhad

RHB Nominees (Tempatan) Sdn. Bhd. : 51,642,600
Pledged Securities Account for See Thoo Chan

RHB Capital Nominees (Tempatan) Sdn. Bhd. : 20,582,400
Pledged Securities Account for See Thoo Chan (CEB)

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 10,000,000
Pledged Securities Account for See Thoo Chan

-----------------
Total 85,755,000
=================

Indirect Interest
-----------------

Goh Kheng Peow : 335,010*
(RHB Investment Bank Berhad)

Kenanga Nominees (Tempatan) Sdn. Bhd. : 63,000,000*
Pledged Securities Account for Goh Kheng Peow

Kenanga Nominees (Tempatan) Sdn. Bhd., Sarawak Branch : 61,465,500*
Pledged Securities Account for Goh Kheng Peow

RHB Capital Nominees (Tempatan) Sdn. Bhd. :40,945,400*
Pledged Securities Account for Goh Kheng Peow

RHB Nominees (Tempatan) Sdn. Bhd. : 24,711,300*
Pledged Securities Account for Goh Kheng Peow

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 37,324,000*
Pledged Securities Account for Goh Kheng Peow

Mayban Nominees (Tempatan) Sdn. Bhd. : 75,000,000*
Pledged Securities Account for Goh Kheng Peow

Mayban Securities Nominees (Tempatan) Sdn. Bhd.: 57,000,000*
Pledged Securities Account for Goh Kheng Peow

KAF Nominees (Tempatan) Sdn. Bhd. : 51,000,000*
Pledged Securities Account for Goh Kheng Peow

A.A. Anthony Nominees (Tempatan) Sdn. Bhd. : 58,123,900*
Pledged Securities Account for Goh Kheng Peow

AllianceGroup Nominees (Tempatan) Sdn. Bhd. : 50,000,000*
Pledged Securities Account for Goh Kheng Peow

EB Nominees (Tempatan) Sdn. Bhd. : 32,627,700*
Pledged Securities Account for Goh Kheng Peow

Keane Goh Yan Han# : 708,000
-------------------
Total 552,240,810
===================

Notes :
* Deemed interest by virtue of her relationship with Goh Kheng Peow, her spouse
# Deemed interest by virtue of her relationship with Keane Goh Yan Han, her son


The disposal of 1.078% equity by Goh Kheng Peow is made during the closed period and is being announced in compliance with Chapter 14 of the Main Market Listing Requirements.


COMPUGT - Changes in Sub. S-hldr's Int. (29B) - Goh Kheng Peow

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameCOMPUGATES HOLDINGS BERHAD  
Stock Name COMPUGT  
Date Announced22 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCP-130222-B1747

Particulars of substantial Securities Holder

NameGoh Kheng Peow
AddressNo. 80, Jalan SS23/9
47301 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.600304-10-5063
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.10 each
Name & address of registered holderGoh Kheng Peow (Disposed 10,000,000 shares)
-Kenanga Investment Bank Bhd
Lot 240, Second Floor, The Curve
No. 6 Jalan PJU 7/3, Mutiara Damansara
47800 Petaling Jaya
Selangor Darul Ehsan

Goh Kheng Peow (Disposed 13,000,000 shares)
-A.A. Anthony Securities Sdn. Bhd.
N3, Plaza Damas
60, Jalan Sri Hartamas 1
Sri Hartamas
50480 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed22/02/2013
23,000,000
0.095 

Circumstances by reason of which change has occurredDisposal of shares via open market
Nature of interestDirect
Direct (units)551,532,810 
Direct (%)25.84 
Indirect/deemed interest (units)86,463,000 
Indirect/deemed interest (%)4.05 
Total no of securities after change637,995,810
Date of notice22/02/2013

Remarks :
Total number of securities held after change is as follows:-

Direct Interest
---------------

Goh Kheng Peow : 335,010
(RHB Investment Bank Berhad)

Kenanga Nominees (Tempatan) Sdn. Bhd. : 63,000,000
Pledged Securities Account for Goh Kheng Peow

Kenanga Nominees (Tempatan) Sdn. Bhd., Sarawak Branch : 61,465,500
Pledged Securities Account for Goh Kheng Peow

RHB Capital Nominees (Tempatan) Sdn. Bhd. :40,945,400
Pledged Securities Account for Goh Kheng Peow

RHB Nominees (Tempatan) Sdn. Bhd. : 24,711,300
Pledged Securities Account for Goh Kheng Peow

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 37,324,000
Pledged Securities Account for Goh Kheng Peow

Mayban Nominees (Tempatan) Sdn. Bhd. : 75,000,000
Pledged Securities Account for Goh Kheng Peow

Mayban Securities Nominees (Tempatan) Sdn. Bhd. : 57,000,000
Pledged Securities Account for Goh Kheng Peow

KAF Nominees (Tempatan) Sdn. Bhd. : 51,000,000
Pledged Securities Account for Goh Kheng Peow

A.A. Anthony Nominees (Tempatan) Sdn. Bhd. : 58,123,900
Pledged Securities Account for Goh Kheng Peow

AllianceGroup Nominees (Tempatan) Sdn. Bhd. : 50,000,000
Pledged Securities Account for Goh Kheng Peow

EB Nominees (Tempatan) Sdn. Bhd. : 32,627,700
Pledged Securities Account for Goh Kheng Peow

------------------
Total 551,532,810
==================

Indirect Interest
-----------------


See Thoo Chan*: 3,530,000
Kenanga Investment Bank Berhad

RHB Nominees (Tempatan) Sdn. Bhd. : 51,642,600
Pledged Securities Account for See Thoo Chan*

RHB Capital Nominees (Tempatan) Sdn. Bhd. : 20,582,400
Pledged Securities Account for See Thoo Chan (CEB)*

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 10,000,000
Pledged Securities Account for See Thoo Chan *

Keane Goh Yan Han# : 708,000

------------------
Total 86,463,000
==================

Notes :
* Deemed interest by virtue of his relationship with See Thoo Chan, his spouse
# Deemed interest by virtue of his relationship with Keane Goh Yan Han, his son


COMPUGT - Changes in Sub. S-hldr's Int. (29B) - See Thoo Chan

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameCOMPUGATES HOLDINGS BERHAD  
Stock Name COMPUGT  
Date Announced22 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCP-130222-B1730

Particulars of substantial Securities Holder

NameSee Thoo Chan
AddressNo. 80 Jalan SS23/9
47301 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.610708-05-5508
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.10 each
Name & address of registered holderGoh Kheng Peow (Disposed 10,000,000 shares)
-Kenanga Investment Bank Bhd
Lot 240, Second Floor, The Curve
No. 6 Jalan PJU 7/3, Mutiara Damansara
47800 Petaling Jaya
Selangor Darul Ehsan

Goh Kheng Peow (Disposed 13,000,000 shares)
-A.A. Anthony Securities Sdn. Bhd.
N3, Plaza Damas
60, Jalan Sri Hartamas 1
Sri Hartamas
50480 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed22/02/2013
23,000,000
0.095 

Circumstances by reason of which change has occurredDisposal of shares via open market
Nature of interestIndirect
Direct (units)85,755,000 
Direct (%)4.02 
Indirect/deemed interest (units)552,240,810 
Indirect/deemed interest (%)25.88 
Total no of securities after change637,995,810
Date of notice22/02/2013

Remarks :
Total number of securities held after change is as follows:-

Direct Interest
---------------
See Thoo Chan : 3,530,000
Kenanga Investment Bank Berhad

RHB Nominees (Tempatan) Sdn. Bhd. : 51,642,600
Pledged Securities Account for See Thoo Chan

RHB Capital Nominees (Tempatan) Sdn. Bhd. : 20,582,400
Pledged Securities Account for See Thoo Chan (CEB)

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 10,000,000
Pledged Securities Account for See Thoo Chan

-----------------
Total 85,755,000
=================

Indirect Interest
-----------------

Goh Kheng Peow : 335,010*
(RHB Investment Bank Berhad)

Kenanga Nominees (Tempatan) Sdn. Bhd. : 63,000,000*
Pledged Securities Account for Goh Kheng Peow

Kenanga Nominees (Tempatan) Sdn. Bhd., Sarawak Branch : 61,465,500*
Pledged Securities Account for Goh Kheng Peow

RHB Capital Nominees (Tempatan) Sdn. Bhd. :40,945,400*
Pledged Securities Account for Goh Kheng Peow

RHB Nominees (Tempatan) Sdn. Bhd. : 24,711,300*
Pledged Securities Account for Goh Kheng Peow

Malacca Equity Nominees (Tempatan) Sdn. Bhd. : 37,324,000*
Pledged Securities Account for Goh Kheng Peow

Mayban Nominees (Tempatan) Sdn. Bhd. : 75,000,000*
Pledged Securities Account for Goh Kheng Peow

Mayban Securities Nominees (Tempatan) Sdn. Bhd.: 57,000,000*
Pledged Securities Account for Goh Kheng Peow

KAF Nominees (Tempatan) Sdn. Bhd. : 51,000,000*
Pledged Securities Account for Goh Kheng Peow

A.A. Anthony Nominees (Tempatan) Sdn. Bhd. : 58,123,900*
Pledged Securities Account for Goh Kheng Peow

AllianceGroup Nominees (Tempatan) Sdn. Bhd. : 50,000,000*
Pledged Securities Account for Goh Kheng Peow

EB Nominees (Tempatan) Sdn. Bhd. : 32,627,700*
Pledged Securities Account for Goh Kheng Peow

Keane Goh Yan Han# : 708,000
-------------------
Total 552,240,810
===================

Notes :
* Deemed interest by virtue of her relationship with Goh Kheng Peow, her spouse
# Deemed interest by virtue of her relationship with Keane Goh Yan Han, her son


CANONE - BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS CAN-ONE BERHAD AND FINES SEVEN DIRECTORS A TOTAL OF RM350,000

Announcement Type: Listing Circular
Company NameCAN-ONE BERHAD  
Stock Name CANONE  
Date Announced22 Feb 2013  
CategoryListing Circular
Reference NoCW-130222-57540

LISTING'S CIRCULAR NO. L/Q : 67133 OF 2013

Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded Can-One Berhad (CANONE) and its seven directors for breaching the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the seven directors were fined a total of RM350,000.

CANONE was publicly reprimanded for breaching paragraph 9.16(1)(a) of the Main LR in respect of CANONE’s announcement dated 5 January 2012 which was issued by the Company in response to the unusual market activity query (UMA Query) from Bursa Malaysia Securities.

On 5 January 2012, the Federal Court had communicated its decision to allow the appeal by the Liquidator of Kian Joo Holdings Sdn Bhd (In Liquidation) (KJHSB) to proceed with the completion of the sale of 146,131,500 ordinary shares of RM0.25 each held by KJHSB in Kian Joo Can Factory Berhad (KIANJOO) at RM1.65 per share for an aggregate consideration of RM241,116,975 to Can-One International Sdn. Bhd., a wholly-owned subsidiary of CANONE (the Proposed Acquisition). On the same day, unusual market activity query (UMA Query) was issued by Bursa to CANONE arising from the increase in the price and volume traded in the shares of CANONE on that day. Despite CANONE and its directors being aware of the Federal Court’s decision, in response to the UMA query, the Company in its announcement dated 5 January 2012 had represented that:-

  • There was no corporate development relating to CANONE Group’s business and affairs that had not been previously announced that might account for the unusual market activity including those in the stage of negotiation/discussion;
  • The Board of Directors was not aware of any rumour or report concerning the business and affairs of CANONE Group that might account for the unusual market activity; and
  • CANONE was not aware of any other possible explanation to account for the unusual market activity.
    As such, CANONE’s announcement dated 5 January 2012 (issued at 7.20 p.m.) was inaccurate, not factual and hence, in contravention of its disclosure obligation under the Listing Requirements.

    The following directors of CANONE at the material time were found to have breached paragraph 16.13(b) of the Main LR for permitting knowingly, or where they had reasonable means of obtaining such knowledge, CANONE to release the inaccurate announcement and commit the above breach. The penalties imposed are as follows:-

    No.
    Name
    Penalties
    1.William Maurice Samson
    Independent Non-Executive Chairman
    Public Reprimand & Fine of RM50,000
    2.Yeoh Jin Hoe
    Managing Director
    Public Reprimand & Fine of RM50,000
    3.Chee Khay Leong
    Executive Director
    Public Reprimand & Fine of RM50,000
    4.Ooi Teik Huat
    Executive Director
    Public Reprimand & Fine of RM50,000
    5.Yeoh Jin Beng
    Non-Independent Non-Executive Director
    Public Reprimand & Fine of RM50,000
    6.Razmi bin Alias
    Non-Independent Non-Executive Director
    Public Reprimand & Fine of RM50,000
    7.See Ewe Lin
    Independent Non-Executive Director
    Public Reprimand & Fine of RM50,000

    Bursa Malaysia Securities views the contravention seriously in view of the importance of timely and accurate disclosure of material information to enable the market to be fully apprised of the state of affairs of the listed company to enable proper informed investment decision which is critical to preserve and sustain market integrity and investor confidence.

    The finding of breach and imposition of the above penalties on CANONE and its directors were made pursuant to paragraph 16.19 of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the following:-

    A. The materiality of the breach as follows:-

        (i) The Federal Court’s decision was material vis- -vis CANONE particularly as it affected CANONE’s ability to proceed with the completion of the Proposed Acquisition which was material to investors and shareholders to facilitate informed investment decision as:-
          • CANONE would be KIANJOO’s largest shareholder upon completion of the Proposed Acquisition;
          • The Proposed Acquisition was expected to contribute positively to the earnings of the CANONE Group for the future financial years; and
          • The purchase consideration of RM241 million for the Proposed Acquisition represented 184% of CANONE’s net assets as at 31 December 2007 and the balance purchase consideration of RM217 million to be paid for completion of the Proposed Acquisition in the light of the Federal Court’s decision represented 114% of CANONE’s net assets as at 31 December 2010;
        (ii) CANONE’s share price and volume traded as follows:-
          • There was high volume of CANONE’s shares traded on 5, 6 and 9 January 2012 i.e. from the day of the Federal Court’s decision until the day after CANONE’s announcement of the decision on 6 January 2012; and
          • In aggregate, CANONE’s share price had increased significantly by 71.7% or RM0.76 from RM1.06 on 4 January 2012 to RM1.82 on 9 January 2012; and
        (iii) The importance of accurate and timely disclosures by listed companies to its shareholders and investors including a listed company’s response / announcement to an UMA Query which would be relied upon by shareholders and investors in making informed investment decision. In particular, with regards to CANONE, the negative implication and detrimental impact on the shareholders and investors who might have taken certain trading positions based on the announcement dated 5 January 2012 which was inaccurate and misleading.
    B. The knowledge, role, responsibilities and conduct of the directors including that:-
        (i) The directors were all aware of the Federal Court’s decision, the unusual market activity, the UMA Query from Bursa Malaysia Securities and CANONE’s response to the UMA Query vide announcement dated 5 January 2012; and
      (ii) As such, it was unreasonable and unacceptable for the directors to proceed to approve or authorised the release of the response / announcement dated 5 January 2012 which denied knowledge of any corporate development / rumour / possible explanation relating to the company’s business and affairs that may account for the unusual market activity.

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