BIPORT - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING
Announcement Type: General Announcement
| Company Name | BINTULU PORT HOLDINGS BERHAD |
| Stock Name | BIPORT |
| Date Announced | 5 Mar 2013 |
| Category | General Announcement |
| Reference No | MI-130305-63397 |
| Type | Announcement |
| Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING |
| Description | BINTULU PORT HOLDINGS BERHAD ("BPHB" OR THE "COMPANY") (I) PROPOSED PLACEMENT OF 60,000,000 NEW ORDINARY SHARES OF RM1.00 EACH IN BPHB, REPRESENTING FIFTEEN PERCENT (15%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BPHB, TO THE STATE FINANCIAL SECRETARY, SARAWAK (INCORPORATION) ("SFSS"), A MAJOR SHAREHOLDER OF BPHB, OR A NOMINATED WHOLLY-OWNED SUBSIDIARY COMPANY OF SFSS ("PROPOSED PLACEMENT"); AND (II) PROPOSED EXEMPTION FOR SFSS AND ITS NOMINATED COMPANY AND PERSONS ACTING IN CONCERT WITH SFSS AND ITS NOMINATED COMPANY ("PAC") FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER FOR ALL REMAINING BPHB SHARES NOT ALREADY OWNED BY THEM AFTER COMPLETION OF THE PROPOSED PLACEMENT ("PROPOSED EXEMPTION") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS") |
(Unless otherwise defined, defined terms used in this announcement shall carry the same meanings as defined in the announcements dated 27 February 2013 and 4 March 2013 ("Announcements") in relation to the Proposals) We refer to the Announcements in relation to the Proposals. The Company wishes to announce that in accordance with the Malaysian Code on Take-Overs and Mergers, 2010, the Board has appointed KAF Investment Bank Berhad as the independent adviser to advise the non-interested directors and the non-interested shareholders of BPHB on the Proposed Exemption. This announcement is dated 5 March 2013. | |
AIRASIA - 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 | AIRASIA BERHAD |
| Stock Name | AIRASIA |
| Date Announced | 5 Mar 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-130305-7BBA1 |
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 | Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.10 each |
| 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 | 28/02/2013 | 1,200,000 | |
| Disposed | 28/02/2013 | 60,000 |
| Remarks : |
| Direct Interest:- 1. Employees Provident Fund Board - 212,811,000 Indirect Interest:- 1. Employees Provident Fund Board (ALLIANCE) - 2,130,000 2. Employees Provident Fund Board (CIMB PRI) - 3,205,300 3. Employees Provident Fund Board (ARIM) - 300,000 4. Employees Provident Fund Board (TEMPLETON) - 1,759,100 This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder from Citigroup Nominees (Tempatan) Sdn Bhd on behalf of EMPLOYEES PROVIDENT FUND BOARD dated 01/03/2013 received by the registered office of AirAsia Berhad on 05/03/2013. |
AIRASIA - Changes in Sub. S-hldr's Int. (29B) - WELLINGTON MANAGEMENT COMPANY, LLP
Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
| Company Name | AIRASIA BERHAD |
| Stock Name | AIRASIA |
| Date Announced | 5 Mar 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-130305-948B5 |
Particulars of substantial Securities Holder
| Name | WELLINGTON MANAGEMENT COMPANY, LLP |
| Address | 280 CONGRESS STREET, BOSTON, MA 02210, U.S.A. |
| NRIC/Passport No/Company No. | N/A |
| Nationality/Country of incorporation | MASSACHUSETTS, U.S.A. |
| Descriptions (Class & nominal value) | ORDINARY SHARES OF RM0.10 EACH |
| Name & address of registered holder | 1. Cartaban Nominees (Asing) Sdn. Bhd. - 104,144,823 2. Citigroup Nominees (Asing) Sdn. Bhd. - 4,364,825 3. HSBC Nominees (Asing) Sdn. Bhd. - 57,562,075 4. JP Morgan Chase Bank N.A. - 83,402,905 5. Master Trust Bank of Japan Ltd. - 4,197,600 6. Mellon Bank, N.A. - 22,449,033 7. RBC Dexia Investor Services - 11,848,225 8. Danske Bank A/S - 1,192,600 |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Remarks : |
| Wellington Management Company, LLP is registered as an investment advisor with the United States Securities and Exchange Commission under Section 203 of the Investment Advisors Act of 1940, as amended and acts as discretionary investment manager on behalf of various separate accounts. This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder dated 04/03/2013 of Wellington Management Company, LLP received by the registered office of AirAsia Berhad on 04/03/2013. |
CNI - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
| Company Name | CNI HOLDINGS BERHAD |
| Stock Name | CNI |
| Date Announced | 5 Mar 2013 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CH-130305-41C81 |
SENDAI - OTHERS INCORPORATION OF EVERSENDAI TECHNICS PTE. LTD.
Announcement Type: General Announcement
| Company Name | EVERSENDAI CORPORATION BERHAD |
| Stock Name | SENDAI |
| Date Announced | 5 Mar 2013 |
| Category | General Announcement |
| Reference No | EC-130305-66916 |
| Type | Announcement | ||||||||||||
| Subject | OTHERS | ||||||||||||
| Description | INCORPORATION OF EVERSENDAI TECHNICS PTE. LTD. | ||||||||||||
The Board of Directors (the “Board”) of Eversendai Corporation Berhad (“ECB” or the "Company") wishes to announce that the Company and its wholly owned subsidiary, namely Eversendai Construction (S) Pte. Ltd. (“ECS”), as well as Technics Oil & Gas Limited (“Technics”) had jointly incorporated a company in Singapore, named Eversendai Technics Pte. Ltd. (“ETPL”).
ETPL has an initial issued and paid up capital of S$1,000,000 divided into 1,000,000 ordinary shares and will be principally engaged in the provision of businesses relating to engineering, procurement, construction and fabrication services for the oil and gas industry.
The equity participation by ECB, ECS and Technics in ETPL is as follows:-
Technics was established in 1990 and it became a public-listed entity on Singapore Exchange SESDAQ in April 2003 and was subsequently upgraded to the Mainboard of the Singapore Exchange in January 2008. Technics specialises in the design and fabrication of complex and highly customised process modules and equipment, including gas compression packages, which are integrated to form the operating system for production operations and storage applications in both onshore and offshore oil and gas exploration and production activities. ECB holds approximately 20.095% of the total and issued share capital of Technics.
ECB, ECS and Technics will formalise and enter into a shareholders’ agreement which would govern their relationship as shareholders of ETPL. The cost of equity participation by ECB and ECS in ETPL of S$700,000 will be financed through internally generated funds.
The subscription of shares in ETPL by ECB and ECS is not expected to have any significant effect on the earnings, net asset, gearing and share capital of ECB and ECS for the financial year ending 31 December 2013.
In so far as the Board is able to ascertain, none of the directors and major shareholders of ECB or persons connected to them have any interest, direct or indirect, in the above transaction save and except for Dato’ Nathan A/L Elumalay who is deemed to have an interest via ECB as well as Dato’ Nathan’s son, Mr. Narishnath A/L Nathan, who is also a shareholder and Director of ECB.
The Board is of the opinion that the subscription of shares in ETPL is in the best interest of the Company. This announcement is dated 5 March 2013. | |||||||||||||
MTDACPI - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
Announcement Type: General Announcement
| Company Name | MTD ACPI ENGINEERING BERHAD |
| Stock Name | MTDACPI |
| Date Announced | 5 Mar 2013 |
| Category | General Announcement |
| Reference No | MA-130305-60786 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | PROPOSED DISPOSAL OF 49% EQUITY INTEREST IN ASSOCIATED CONCRETE PRODUCTS (SABAH) SDN BHD BY ASSOCIATED CONCRETE PRODUCTS (MALAYSIA) SDN BHD TO SABAH ECONOMIC DEVELOPMENT CORPORATION |
PLEASE REFER TO THE ATTACHMENT FOR ANNOUNCEMENT DETAILS | |
KENANGA - Quarterly rpt on consolidated results for the financial period ended 31/12/2012 (Amended Announcement)
Announcement Type: Financial Results
| Company Name | K & N KENANGA HOLDINGS BERHAD |
| Stock Name | KENANGA |
| Date Announced | 5 Mar 2013 |
| Category | Financial Results |
| Reference No | K&-130304-64043 |
| Financial Year End | 31/12/2012 |
| Quarter | 4 |
| Quarterly report for the financial period ended | 31/12/2012 |
| The figures | have not been audited |
| Remarks : |
| Please refer to the attachment for the reason on the amendments. |
- Default Currency
- Other Currency
Currency: Malaysian Ringgit (MYR)
SUMMARY OF KEY FINANCIAL INFORMATION31/12/2012 |
INDIVIDUAL PERIOD | CUMULATIVE PERIOD | ||||
CURRENT YEAR QUARTER | PRECEDING YEAR CORRESPONDING QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR CORRESPONDING PERIOD | ||
$$'000 | $$'000 | $$'000 | $$'000 | ||
| 1 | Revenue | 82,280 | 59,299 | 302,599 | 276,907 |
| 2 | Profit/(loss) before tax | 9,100 | -3,068 | 6,266 | 15,537 |
| 3 | Profit/(loss) for the period | 3,606 | 60 | 896 | 12,341 |
| 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 3,430 | -21 | 220 | 7,901 |
| 5 | Basic earnings/(loss) per share (Subunit) | 0.50 | 0.00 | 0.04 | 1.29 |
| 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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 ($$) | 1.1300 | 1.2400 | ||
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:
| Country | Base Unit | Subunit |
| Malaysia | Ringgit | Sen |
| United States | Dollar | Cent |
| United Kingdom | Pound | Pence |
PATIMAS - Change in Audit Committee
Announcement Type: Change in Audit Committee
| Company Name | PATIMAS COMPUTERS BERHAD |
| Stock Name | PATIMAS |
| Date Announced | 5 Mar 2013 |
| Category | Change in Audit Committee |
| Reference No | CC-130305-50301 |
| Date of change | 05/03/2013 |
| Name | Lim Kok Kiong |
| Age | 42 |
| Nationality | Malaysian |
| Type of change | Resignation |
| Designation | Chairman of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | Malaysian Institute of Certified Public Accountants (MICPA) Malaysian Institute of Accountants |
| Working experience and occupation | Mr Lim is a member of Malaysian Institute of Certified Public Accountants (MICPA) and also the Malaysian Institute of Accountants (MIA). He started his career as an auditor with KPMG Peat Marwick where he also did his articleship. He was then appointed to key positions in various private, listed and multinational companies, whose activities range from water treatment, industrial products and retailing, manufacturing of computers and peripherals, distribution and assembly of luxury cars and education. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
| Composition of Audit Committee (Name and Directorate of members after change) | Chai Ko Thing -Member Independent Non Executive Director Wan Azmi Bin Wan Abd Rahman Independent Non Executive Director |
PATIMAS - Change in Boardroom
Announcement Type: Change in Boardroom
| Company Name | PATIMAS COMPUTERS BERHAD |
| Stock Name | PATIMAS |
| Date Announced | 5 Mar 2013 |
| Category | Change in Boardroom |
| Reference No | CC-130305-49965 |
| Date of change | 05/03/2013 |
| Name | Lim Kok Kiong |
| Age | 42 |
| Nationality | Malaysian |
| Designation | Non-Executive Director |
| Directorate | Independent & Non Executive |
| Type of change | Resignation |
| Reason | Due to current work commitment which require full attention. |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | Malaysian Institute of Certified Public Accountants (MICPA) Malaysian Institute of Accountants |
| Working experience and occupation | Mr Lim is a member of Malaysian Institute of Certified Public Accountants (MICPA) and also the Malaysian Institute of Accountants (MIA). He started his career as an auditor with KPMG Peat Marwick where he also did his articleship. He was then appointed to key positions in various private, listed and multinational companies, whose activities range from water treatment, industrial products and retailing, manufacturing of computers and peripherals, distribution and assembly of luxury cars and education. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
HOVID - BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS HOVID BERHAD AND FINES FIVE DIRECTORS A TOTAL OF RM150,000
Announcement Type: Listing Circular
Bursa Malaysia Securities views the contravention seriously as listed companies are required to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
BACKGROUND
| Company Name | HOVID BERHAD |
| Stock Name | HOVID |
| Date Announced | 5 Mar 2013 |
| Category | Listing Circular |
| Reference No | UM-130305-62429 |
LISTING'S CIRCULAR NO. L/Q : 67272 OF 2013
Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded Hovid Berhad (HOVID) and its directors for breaching the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the five directors were fined a total of RM150,000.
- HOVID was publicly reprimanded for failing to ensure its announcement dated 30 August 2010 on the fourth quarterly report for the financial year ended (FYE) 30 June 2010 (4th QR 2010) took into account the adjustments as stated in the announcement dated 29 October 2010 resulting in a significant deviation between HOVID’s unaudited and audited results.
The failure to take into account the adjustments were in contravention of paragraph 9.16(1)(a) of the Main LR where a listed company must ensure that each announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
- HOVID is also required to carry out a limited review of its quarterly report submissions. The limited review must be performed by external auditors for four quarterly reports commencing from the quarterly report for the financial period ended 31 March 2013. In addition, HOVID must ensure all its directors and relevant personnel attend a training programme on compliance with the Main LR pertaining to financial statements.
The following directors of HOVID 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, HOVID to commit the above breach. The penalties imposed are as follows:
| No | Name | Penalties |
1. | Hoe Sue San@ David Ho Sue San Chairman and Managing Director | Public Reprimand and fine of RM50,000 |
2. | Liong Kam Hon Executive Director | Public Reprimand and fine of RM25,000 |
3. | Leong Kwok Yee Independent Non-Executive Director and Audit Committee Chairman | Public Reprimand and fine of RM25,000 |
4. | Chuah Chaw Teo Independent Non-Executive Director and Audit Committee member | Public Reprimand and fine of RM25,000 |
5. | YM Raja Shamsul Kamal bin Raja Shahruzzaman Independent Non-Executive Director and Audit Committee member | Public Reprimand and fine of RM25,000 |
- The finding of breach and imposition of the above penalties on HOVID 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 factors giving rise to and materiality of the deviation, the impact of the breach and in relation to the directors, their respective roles and responsibilities in the company, particularly pertaining to financial management, preparation and review of financial statements and their conduct.
Bursa Malaysia Securities views the contravention seriously as listed companies are required to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
BACKGROUND
- (I) PUBLIC REPRIMAND ON HOVID
On 30 August 2010, CAROTECH BERHAD (CAROTEC), a subsidiary of HOVID in which HOVID had 58.19% equity interest as at 30 June 2010, reported an unaudited net profit of RM4.863 million in its 4th QR 2010. However, on 29 October 2010, CAROTEC announced an audited net loss of RM92.48 million in its annual audited accounts for the FYE 30 June 2010. The difference of RM97.343 million between CAROTEC’s unaudited and audited results for the FYE 30 June 2010 represented a variance of 2000%.
Arising from the adjustments in CAROTEC’s audited results, the holding company, HOVID had also reported a deviation from an unaudited net profit of RM17.416 million in the 4th QR 2010 to an audited net loss of RM53.952 million in its annual audited accounts for the FYE 30 June 2010. The difference of RM71.368 million between HOVID’s unaudited and audited results for the FYE 30 June 2010 represented a variance of 409%.
The variance was mainly due to the provision for slow moving inventories of RM97.738 million and impairment of plant and equipment of RM12.753 million in CAROTEC. The circumstances which gave rise to these adjustments were essentially due to the CAROTEC’s cash flow and funding constraints and/or lack of working capital resulting in uncertainties on the ability of CAROTEC to dispose all its stocks within a reasonable time and for the plant to be put into operations in the near future. However, these circumstances were not ‘new’, had existed and were / should be known by HOVID at the material time prior to the date of the issuance / announcement of HOVID’s 4th QR 2010 on 30 August 2010. Hence, it was not acceptable and unreasonable that HOVID failed to consider and take into account these adjustments and subsequently justified the adjustments in the audited results of HOVID on the basis that the board had adopted a prudent approach in impairing the lower concentration stocks in the audited results.
- (II) PUBLIC REPRIMAND AND A TOTAL FINE OF RM150,000 IMPOSED ON FIVE DIRECTORS
The directors had failed to discharge their duties to undertake reasonable assessment and enquiries in approving HOVID’s 4th QR 2010 to ensure the 4th QR 2010 took into account the adjustments particularly in the light of them being informed of the audit issues / concerns giving rise to the adjustments prior to approving the 4th QR 2010 and notwithstanding that they knew / should have known of the cash flow / funding constraints and/or lack of working capital and weak market demand for its nutrients which would have a material impact on the financial results of CAROTEC with regards to its inventories and HOVID in view that CAROTEC was its subsidiary.
- HOVID has the responsibility to ensure its financial statements were prepared to give a true and fair view of the state of affairs of the group (i.e. itself and all its subsidiaries); and
- Both HOVID and CAROTEC were separate listed companies and accountable to their respective shareholders / investors with regards to their financial results issued / announced.
- The representation that HOVID was entitled to accept the position taken by CAROTEC being itself a listed company and regulated entity and the punishment meted out on HOVID and its directors would lead to an instance of ‘double jeopardy’ were unacceptable as :-
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