March 25, 2013

Company announcements: AGLOBAL, SCOPE, GRANFLO, EDUSPEC, SMRTECH, ETITECH, TDEX

AGLOBAL - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameARIANTEC GLOBAL BERHAD (ACE Market) 
Stock Name AGLOBAL  
Date Announced25 Mar 2013  
CategoryGeneral Meetings
Reference NoCM-130325-55299

Type of MeetingEGM
IndicatorOutcome of Meeting
Date of Meeting25/03/2013
Time11:00 AM
VenueMetronic Global Berhad’s Office, No. 2, Jalan Astaka U8/83, Bukit Jelutong, Seksyen U8, 40150 Shah Alam, Selangor Darul Ehsan
Outcome of Meeting

The Board of Directors of Ariantec Global Berhad is pleased to announce the results of all the Resolutions as set out in the Notice of EGM dated 8 March 2013 (save for Resolutions 2, 3 and 4 on the removal of Dr. Vincent Loy Ghee Yaw, Mr N. Chanthiran a/l Nagappan and Mr Lee Teck Meng who had resigned as directors of the Company on 12 March 2013 and 22 March 2013 respectively. Hence, the said Resolutions 2, 3 and 4 were withdrawn) which were decided on a poll at the EGM of the Company held earlier today as follows:-

Resolutions

Votes in Favour

No. of Shares

Votes Against

No. of Shares

Spoiled

No. of Shares

Abstained

No. of Shares

Resolution 1 - Removal of Dato' Abd. Gani Bin Yusof94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 5 - Removal of Choy Chean Yean94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 6 - Removal of Mohd. Kamal Bin Omar94,617,850 (representing 45.92% present and voting)111,300,975 (representing 54.01% present and voting)-150,000 (representing 0.07% present and voting)
Resolution 7 - Appointment of Dato' Dr. Chin Yew Sin94,605,850 (representing 45.91% present and voting)111,462,975 (representing 54.09% present and voting)--
Resolution 8 - Appointment of Ling Yew Kong94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 9 - Appointment of Tan Kian Hong94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 10 - Appointment of Ng Wee Peng94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 11 - Appointment of Lew Cheong Teck94,617,850 (representing 45.92% present and voting)111,450,975 (representing 54.08% present and voting)--
Resolution 12 - Removal of any person appointed a Director from 1 January 2013 to the conclusion of the Extraordinary General Meeting94,605,850 (representing 45.91% present and voting)111,462,975 (representing 54.09% present and voting)--

This announcement is dated 25 March 2013.



SCOPE - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameSCOPE INDUSTRIES BERHAD (ACE Market) 
Stock Name SCOPE  
Date Announced25 Mar 2013  
CategoryGeneral Announcement
Reference NoMB-130325-40588

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionSCOPE INDUSTRIES BERHAD (“SCOPE” OR “COMPANY”)

- 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”);

- PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN BENUA MUTIARA SDN BHD (“BENUA”) FOR A PURCHASE CONSIDERATION OF RM31,720,000;

- 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 SECURITIES IN SCOPE NOT ALREADY HELD BY THEM PURSUANT TO THE PROPOSED MERGER;

- PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL FROM RM100,000,000 COMPRISING 1,000,000,000 ORDINARY SHARES OF RM0.10 EACH IN SCOPE (“SCOPE SHARES”) TO RM200,000,000 COMPRISING 2,000,000,000 SCOPE SHARES; AND

- PROPOSED CHANGE OF NAME OF THE COMPANY TO MATANG SCOPE BERHAD WHICH INCLUDE THE PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY TO REFLECT THE CHANGE OF NAME

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
This announcement is dated 25 March 2013.
We refer to the announcements dated 19 November 2012 (“Initial Announcement”), 22 November 2012, 23 January 2013, 29 January 2013, 7 February 2013 and 11 March 2013 in relation to the Proposals.

Unless otherwise stated, the definitions used throughout this announcement shall have the same meaning as defined in the Initial Announcement.

On behalf of the Board of Directors of Scope, AmInvestment Bank wishes to announce that the Securities Commission had, vide its letter dated 22 March 2013, resolved to approve the Proposed Merger under the equity requirement for public companies.

The approval is subject to Scope allocating 12.5% of the difference between its new enlarged and its existing issued and paid-up share capital to Bumiputera investors to be recognised by the Ministry of International Trade and Industry within one (1) year after the enlarged Scope registers profit or three (3) years after the implementation of the Proposals, whichever is earlier.


GRANFLO - Changes in Sub. S-hldr's Int. (29B) - TAN BAK HONG

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGRAND-FLO SOLUTION BERHAD  
Stock Name GRANFLO  
Date Announced25 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCM-130325-D5EDC

Particulars of substantial Securities Holder

NameTAN BAK HONG
Address9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor
NRIC/Passport No/Company No.630526-07-5733
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderTan Bak Hong (1,874,900 shares)
9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor

Grand-Flo Corporation Sdn Bhd (68,170,652 shares)
Third Floor, No. 79(Room A), Jalan SS 21/60, Damansara Utama, 47400 Petaling Jaya, Selangor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired22/03/2013
103,000
 

Circumstances by reason of which change has occurredAcquired via open market
Nature of interestDirect
Direct (units)1,874,900 
Direct (%)0.59 
Indirect/deemed interest (units)68,170,652 
Indirect/deemed interest (%)21.33 
Total no of securities after change70,045,552
Date of notice25/03/2013

Remarks :
Indirect interest of 68,170,652 shares - Deemed interested by virtue of his interest in Grand-Flo Corporation Sdn Bhd


GRANFLO - Changes in Sub. S-hldr's Int. (29B) - YAP LI LI

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGRAND-FLO SOLUTION BERHAD  
Stock Name GRANFLO  
Date Announced25 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCM-130325-EA7A4

Particulars of substantial Securities Holder

NameYAP LI LI
Address9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor
NRIC/Passport No/Company No.671217-10-5012
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderTan Bak Hong (1,874,900 shares)
9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor

Grand-Flo Corporation Sdn Bhd (68,170,652 shares)
Third Floor, No. 79(Room A), Jalan SS 21/60, Damansara Utama, 47400 Petaling Jaya, Selangor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired22/03/2013
103,000
 

Circumstances by reason of which change has occurredAcquired via open market
Nature of interestIndirect
Direct (units)
Direct (%)
Indirect/deemed interest (units)70,045,552 
Indirect/deemed interest (%)21.92 
Total no of securities after change70,045,552
Date of notice25/03/2013

Remarks :
Indirect interest of 70,045,552 shares - Deemed interested by virtue of her spouse, Tan Bak Hong's interest in the Company and by virtue of her and Tan Bak Hong's interest in Grand-Flo Corporation Sdn Bhd


GRANFLO - Changes in Director's Interest (S135) - TAN BAK HONG

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameGRAND-FLO SOLUTION BERHAD  
Stock Name GRANFLO  
Date Announced25 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-130325-F24C5

Information Compiled By KLSE

Particulars of Director

NameTAN BAK HONG
Address9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor
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)
Acquired
22/03/2013
103,000
0.225 

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

Total no of securities after change

Direct (units)1,874,900 
Direct (%)0.59 
Indirect/deemed interest (units)68,170,652 
Indirect/deemed interest (%)21.33 
Date of notice25/03/2013

Remarks :
Indirect interest of 68,170,652 shares - Deemed interested by virtue of his interest in Grand-Flo Corporation Sdn Bhd.
The total percentage of ordinary shares acquired was 0.03%.


GRANFLO - Changes in Director's Interest (S135) - YAP LI LI

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameGRAND-FLO SOLUTION BERHAD  
Stock Name GRANFLO  
Date Announced25 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-130325-F681F

Information Compiled By KLSE

Particulars of Director

NameYAP LI LI
Address9, Jalan PJU 1A/52, Damansara Idaman, 47500 Petaling Jaya, Selangor
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)
Acquired
22/03/2013
103,000
0.225 

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

Total no of securities after change

Direct (units)
Direct (%)
Indirect/deemed interest (units)70,045,552 
Indirect/deemed interest (%)21.92 
Date of notice25/03/2013

Remarks :
Indirect interest of 70,045,552 shares - Deemed interested by virtue of her spouse, Tan Bak Hong's interest in the Company and by virtue of her and Tan Bak Hong's interest in Grand-Flo Corporation Sdn Bhd.
The total percentage of ordinary shares acquired was 0.03%.


EDUSPEC - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameEDUSPEC HOLDINGS BERHAD (ACE Market) 
Stock Name EDUSPEC  
Date Announced25 Mar 2013  
CategoryGeneral Announcement
Reference NoCU-130325-44269

Regularisation SponsorMIDF Amanah Investment Bank Bhd
SponsorSame as above
TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionEDUSPEC HOLDINGS BERHAD ("Eduspec" or "the Company")

(i) Proposed Acquisition;

(ii) Proposed Private Placement;

(iii) Proposed Rights Issue with Warrants;

(iv) Proposed IASC; and

(v) Proposed M&A Amendment.

(Collectively, referred to as the "Proposals")
(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those mentioned in our announcements dated 20 December 2012, 26 December 2012 and 19 February 2013 in relation to the Proposals)
We refer to our announcements dated 20 December 2012, 26 December 2012 and 19 February 2013 in relation to the above Proposals.

Pursuant to Clause 3.1 of the SSA for the Proposed Acquisition, the Conditions Precedent shall be fulfilled within three (3) months from the date of the SSA or such extended period as may be mutually agreed upon by Eduspec and the Vendors in writing ("Stipulated Period").

On behalf of the Board of Directors of Eduspec, MIDF Amanah Investment Bank Berhad wishes to announce that Eduspec and the Vendors have, vide a letter dated 19 March 2013, mutually agreed to extend the Stipulated Period for a further period of three (3) months from 19 March 2013 to 19 June 2013 to facilitate the fulfillment of the Conditions Precedent.

This announcement is dated 25 March 2013.


SMRTECH - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameSMR TECHNOLOGIES BERHAD (ACE Market) 
Stock Name SMRTECH  
Date Announced25 Mar 2013  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCC-130325-37A7E

Date of buy back25/03/2013
Description of shares purchasedOrdinary Shares
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)66,100
Minimum price paid for each share purchased ($$)0.190
Maximum price paid for each share purchased ($$)0.195
Total consideration paid ($$)12,578.83
Number of shares purchased retained in treasury (units)66,100
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)4,029,600
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 (%)2.1342


ETITECH - PRACTICE NOTE 1 / GUIDANCE NOTE 5:NEW DEFAULT

Announcement Type: General Announcement
Company NameETI TECH CORPORATION BERHAD  
Stock Name ETITECH  
Date Announced25 Mar 2013  
CategoryGeneral Announcement
Reference NoCC-130325-62927

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
NEW DEFAULT
DescriptionETI TECH CORPORATION BERHAD (“Etitech” or “the Company”)
- Default in payment pursuant to Practice Note 1 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
1. Introduction

The Company wishes to announce that ETI Tech (M) Sdn Bhd, a wholly-owned subsidiary of the Company has failed to settle the following outstanding amount totaling RM11,743,224.78 to Maybank Islamic Berhad and Malayan Banking Berhad (collectively referred to as “Maybank”) :


No.Facility
Amount Due & Owing As At
28 February 2013
1.Term Financing-i (1)RM1,474,503.71 together with ta’wid (compensation) accruing thereon at the rate of 1% per annum from 01 March 2013 until the date of full payment
2.Term Financing-i (2)RM4,021,406.02 together with ta’wid (compensation) accruing thereon at the rate of 1% per annum from 01 March 2013 until the date of full payment
3.Overdraft FacilityRM6,247,315.05 together with interest accruing thereon at the rate of 3.5% per annum (inclusive additional interest of 1% per annum) above BLR, on daily rests from 01 March 2013 until the date of full payment.

2. Reason for Default
    The Company does not have sufficient funds to make the repayments to Maybank. The key contributing factors leading to the default in payment was mainly due to the delay in collections and timing delay in realization of projects over past few financial years.

3. Measures taken to address the Default

    An initial letter of authorisation had been issued by a potential investor to Maybank and Standard Chartered Bank Berhad on 30 January 2013 in regards to the drawdown of a Bankers’ Guarantee amounting to USD10.0 million and another USD5.0 million to Hong Leong Bank Berhad to be utilized for increase in Credit line and partial settlement of the outstanding loans. At the same time, the Company had setup a Steering Committee to make immediate decision into the Group’s proposed restructuring plan and is advanced discussions with M/s Ernst & Young to be the Company’s Adviser and Interim Department for the Group’s proposed restructuring plan.
4. Financial and legal implications of the Default
    Legal proceedings may be initiated by Maybank against the Company. However, the financial impact is not substantial as there are security of assets charged to Maybank.

5. Business and Operational Impact of the Default

    The Default will not have substantial short term impact on the business and operations of the Group. A Steering Committee had been set-up to co-ordinate and monitor the progress of the Group’s proposed restructuring plan and remedial actions were taken to improve collections.
    The Group’s proposed restructuring plan which will complement with its existing core business in renewable energy, the existing workforce, suppliers as well as the advisers for Group’s proposed restructuring plan are willing to give their support to the Company to move forward.
6. Cross Default

The Default may trigger a cross default with other lender, namely Hong Leong Bank Berhad.

7. Major Subsidiary

ETI Tech (M) Sdn Bhd is a major subsidiary of the Company.

8. Solvency Declaration
    A Board Meeting will be convened to discuss on the solvency position of the Company.

This announcement is dated 25 March 2013.


TDEX - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameTECHNODEX BHD (ACE Market) 
Stock Name TDEX  
Date Announced25 Mar 2013  
CategoryGeneral Announcement
Reference NoOI-130325-62022

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionTECHNODEX BHD ("TDEX" OR THE "COMPANY")

PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 85,196,350 NEW ORDINARY SHARES OF RM0.10 EACH IN TDEX ("RIGHTS SHARE(S)") TOGETHER WITH UP TO 85,196,350 FREE DETACHABLE WARRANTS ("WARRANT(S)") AT AN ISSUE PRICE TO BE DETERMINED LATER, ON THE BASIS OF ONE (1) RIGHTS SHARE WITH ONE (1) FREE WARRANT FOR EVERY THREE (3) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN TDEX AT AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED RIGHTS ISSUE WITH WARRANTS")
The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the announcement dated 25 February 2013 in relation to the Proposed Rights Issue with Warrants.
We refer to the announcements dated 25 February 2013 and 11 March 2013 in relation to the Proposed Rights Issue with Warrants.

On behalf of the Board, OSK wishes to announce that the Controller of Foreign Exchange (via Bank Negara Malaysia) had vide its letter dated 21 March 2013 (which was received on 25 March 2013), approved the issuance of the Warrants to the non-resident holders.


This announcement is dated 25 March 2013.


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