CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE ASEAN 40 MALAYSIA |
| Stock Name | CIMBA40 |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | OB-130329-68842 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE ASEAN 40 Malaysia Date: 29-Mar-2013 IOPV per unit (RM): 1.7528 Units in circulation (units): 8,100,000.00 Management Fee (% p.a.): 0.00 Trustee Fee (% p.a.): 0.08 Index Licence Fee (% p.a.): 0.00 FTSE/ASEAN 40 Index: 11,717.58 |
CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE CHINA 25 |
| Stock Name | CIMBC25 |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | OB-130329-68765 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE China 25 Date: 29-Mar-2013 IOPV per unit (RM): 0.9009 Units in circulation (units): 33,150,000.00 Management Fee (% p.a.): 0.60 Trustee Fee (% p.a.): 0.08 Index Licence Fee (% p.a.): 0.04 FTSE/Xinhua China 25 Index: 16,302.19 |
CIMB - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
| Company Name | CIMB GROUP HOLDINGS BERHAD |
| Stock Name | CIMB |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | CG-130329-9F121 |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | CIMB GROUP HOLDINGS BERHAD (“CIMB”) - PROPOSED DISPOSAL OF CIMB AVIVA ASSURANCE BERHAD (“CAAB”) AND CIMB AVIVA TAKAFUL BERHAD (“CATB”) (COLLECTIVELY, THE “COMPANIES”) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. INTRODUCTION
We wish to announce that CIMB has received BNM’s approval for the disposal of the Sellers’ stakes in the Companies to RVSB ("Proposed Disposal") on 28 March 2013. Further to that, we also wish to announce that CIG has today entered into a conditional share sale and purchase agreement (“Conditional SSPA”) with RVSB in relation to the Proposed Disposal. 2. Information on CAAB and CATB CAAB engages principally in the underwriting of life insurance and investment-linked business, and CATB in the underwriting of Family Takaful including investment-linked business and General Takaful business. Both Companies currently distribute their products through CIMB Bank Berhad’s (“CIMB Bank” or the “Bank”) network via a bancassurance arrangement, as well as other channels of distribution. Prior to completion of the Transaction, the Companies are 51% indirectly owned by CIMB and 49% owned by Aviva. 3. DETAILS OF THE PROPOSED DISPOSAL 3
(a) 123,420,000 ordinary shares of RM 1.00 each and 51,000,000 perpetual non-cumulative preference shares of RM1 each in CAAB, representing 51% of the issued share capital of CAAB, held by CIG; (b) 51,000,000 ordinary shares of RM1.00 each in CATB, representing 51% of the issued share capital of CATB, held by CIG; and (c) 51,000 Islamic perpetual non-cumulative preference shares of RM 0.10 each in CATB, held by SBB Berhad (“SBB”), the sale of which to be procured by CIG. The aggregate purchase consideration (“Purchase Consideration”) for the Proposed Disposal is RM 1,110,000,000.00, of which RM 1,066,470,588.00 shall be payable in cash and RM 43,529,412.00 shall be satisfied by the issuance of 37,530,637 ordinary shares of RM 1.00 each in RVSB (“RVSB Shares”), representing approximately 4% equity interest in RVSB. As a result, CIG shall retain an effective 2% indirect interest in the Companies. 3.2 Details of RVSB are as follows:
The issue price of the RVSB Shares is RM 43,529,412.00 in total, or RM 1.16 per share, representing approximately 4% of the Purchase Consideration, and shall rank pari passu to all ordinary shares of RVSB. CIMB currently has no intention to dispose of the RVSB Shares. 3.3 The Purchase Consideration was determined on a willing buyer-willing seller basis after taking into consideration, amongst others: (a) Aggregate audited net assets of the Companies as at 31 December 2011 of RM 529.89 million and aggregate unaudited net assets as at 30 September 2012 of RM 597.60 million; (b) Aggregate audited net profits of the Companies for the financial year ended 31 December 2011 of RM 35.37 million and aggregate unaudited net profits for the 9-month financial period ended 30 September 2012 of RM 73.72 million; and (c) Future prospects of the Companies. 3.4 Other salient terms of the Conditional SSPA include the following: (a) The Proposed Disposal is conditional upon the following conditions precedent being fulfilled or waived on or before a date falling no later than 4 months from the date of the Conditional SSPA:
(ii) RVSB having obtained an exemption from the Securities Commission of Malaysia from having to make a mandatory take-over offer under the Malaysian Code on Take-overs and Mergers 2010 with respect to the remaining shares of the Companies; and (iii) the disclosure letter in respect of the seller warranties of the Conditional SSPA being accepted by RVSB as containing no disclosure that reveals a material adverse change,
(b) Under the terms of the Conditional SSPA, it is intended that the Conditional SSPA and the agreement entered into between Aviva and Sun Life in relation to the sale and purchase of Aviva’s 49% stake to Sun Life are to be completed simultaneously. The terms of the Proposed Disposal were agreed upon on 17 January 2013. 3.5 The liabilities of the Companies to be assumed by RVSB and Sun Life arising from the Transaction are set out in the Financial Information of the Companies in Appendix I. 3.6 The original cost of investment in the Companies is RM 260.67 million. 3.7 The cash proceeds from the Proposed Disposal shall be used for CIMB’s working capital purposes. The Proposed Disposal constitutes a divestment of CIMB’s non-core business in insurance manufacturing, which will enable CIMB to reduce its spread of activities and better focus on its strengths in bancassurance distribution, which remains a core component of its wealth management proposition. The Proposed Disposal will also enable the reallocation of resources to grow its core businesses, and provides relief from future capital commitments to the Companies, minimising potential impact on CIMB’s capital ratios under the new Basel III regulations. 5. RISK FACTORS The completion of the Proposed Disposal is subject to the Conditions as set out in Section 3.4 above being fulfilled or waived. There is no assurance that all of the Conditions can be fulfilled or waived under the Conditional SSPA within the time stipulated in Section 3.4(a). However, both CIG and RVSB (and to the extent that we are aware, Aviva and Sun Life) will continue to undertake all possible measures to ensure the satisfaction of these Conditions to ensure completion of the Proposed Disposal. 6. EFFECTS OF THE PROPOSED DISPOSAL The proforma effects of the Proposed Disposal on CIMB’s share capital, consolidated net assets and earnings, substantial shareholders’ shareholdings in CIMB and dividend are as follows: 5 6
Assuming that the Proposed Disposal was completed on 31 December 2012, being the end of the financial year ended 31 December 2012, CIMB expects to realise an estimated gain on disposal of RM 515,095,000.00. 6.2 Earnings per share The Proposed Disposal is expected to increase CIMB’s earnings per share. For illustration purposes, assuming the Proposed Disposal was completed on 31 December 2012, the proforma effects of the Proposed Disposal on the consolidated earnings of CIMB are as follows:
6.3 Net assets
The Proposed Disposal will not have any effect on the share capital of CIMB. 6.5 Substantial shareholders’ shareholding The Proposed Disposal will not have any effect on substantial shareholders’ shareholding of CIMB. Other than as disclosed below, none of the major shareholders and/or directors of CIMB and/or persons connected to them have any interest, direct or indirect, in the Proposed Disposal. 6 7
Khazanah is deemed interested in the Proposed Disposal by virtue of it being the direct major shareholder of CIMB (“Interested Major Shareholder”). The Interested Major Shareholder’s direct and indirect shareholding in CIMB as at 28 February 2013 is as follows:
Tan Sri Dato’ Md Nor Yusof is deemed interested in the Proposed Disposal by virtue of him being a nominee of Khazanah on CIMB’s Board (“Interested Director”). Accordingly, the Interested Director has abstained and will continue to abstain from deliberating and voting on the Proposed Disposal at the relevant CIMB Board meetings. The Interested Director’s direct and indirect shareholding in CIMB as at 28 February 2013 is as follows:
The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 3.78%, based on the latest audited financial statements of CIMB for the financial year ended 31 December 2012. 9. DIRECTORS’ STATEMENT The Directors of CIMB (except for the Interested Director who has abstained from all deliberations on the Proposed Disposal), having considered all aspects of the Proposed Disposal, are of the opinion that the Proposed Disposal is in the best interest of CIMB. 10. AUDIT COMMITTEE’S STATEMENT The Audit Committee of CIMB, having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is: (i) in the best interest of CIMB; (ii) fair, reasonable and on normal commercial terms; and (iii) not detrimental to the interest of the minority shareholders, on the basis that the valuation is in line with that of precedent transactions of similar nature. 11. APPROVALS REQUIRED The Proposed Disposal is not subject to approval of the shareholders of CIMB or any other government authorities, save and except for the consent of BNM, which has been obtained on 28 March 2013. 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed in the 1st quarter of 2013. 13. DOCUMENTS FOR INSPECTION cc: Securities Commission 2 3 5 6 6 7
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TRINITY - OTHERS TRINITY CORPORATION BERHAD ("TRINITY" or "the Company") OUTSTANDING RELATED PARTY RECEIVABLES
| Company Name | TRINITY CORPORATION BERHAD |
| Stock Name | TRINITY |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | TC-130328-11116 |
| Type | Announcement |
| Subject | OTHERS |
| Description | TRINITY CORPORATION BERHAD ("TRINITY" or "the Company") OUTSTANDING RELATED PARTY RECEIVABLES |
The Company wishes to announce the status of the outstanding related party receivables as at 31 January 2013. Please refer to the Attachment for the details. | |
TRINITY - Quarterly rpt on consolidated results for the financial period ended 31/1/2013
| Company Name | TRINITY CORPORATION BERHAD |
| Stock Name | TRINITY |
| Date Announced | 29 Mar 2013 |
| Category | Financial Results |
| Reference No | TC-130328-1113B |
| Financial Year End | 31/01/2013 |
| Quarter | 4 |
| Quarterly report for the financial period ended | 31/01/2013 |
| The figures | have not been audited |
- Default Currency
- Other Currency
Currency: Malaysian Ringgit (MYR)
SUMMARY OF KEY FINANCIAL INFORMATION31/01/2013 |
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 | 25,747 | 202,640 | 209,160 | 637,424 |
| 2 | Profit/(loss) before tax | -4,902 | -71,742 | -12,688 | -124,418 |
| 3 | Profit/(loss) for the period | -4,932 | -74,235 | -17,142 | -127,411 |
| 4 | Profit/(loss) attributable to ordinary equity holders of the parent | -5,907 | -72,324 | -18,698 | -126,406 |
| 5 | Basic earnings/(loss) per share (Subunit) | -0.15 | -1.78 | -0.46 | -3.33 |
| 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 ($$) | 0.1400 | 0.1400 | ||
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 |
AXIATA - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | AXIATA GROUP BERHAD |
| Stock Name | AXIATA |
| Date Announced | 29 Mar 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AG-130329-28869 |
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 RM1.00 each |
| Name & address of registered holder | 1) Employees Provident Fund Board ("EPF Board") Ibu Pejabat KWSP, Bangunan KWSP Jalan Raja Laut, 50350 Kuala Lumpur 2) Citigroup Nominees (Tempatan) Sdn Bhd ("Citigroup") EPF Board 3) Citigroup EPF Board (AMUNDI) 4) Citigroup EPF Board (HDBS) 5) Citigroup EPF Board (RHB INV) 6) Citigroup EPF Board (AM INV) 7) Citigroup EPF Board (ALLIANCE) 8) Citigroup EPF Board (NOMURA) 9) Citigroup EPF Board (CIMB PRI) 10) Citigroup EPF Board (ARIM) 11) Citigroup EPF Board (TEMPLETON) 12) Citigroup EPF Board (ABERDEEN) 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) |
| Acquired | 26/03/2013 | 1,421,600 | |
| Disposed | 26/03/2013 | 441,000 | |
| Disposed | 26/03/2013 | 4,060,300 |
| Remarks : |
| 1) The total number of 974,285,006 ordinary shares comprised of the following:- a) Citigroup EPF Board - 875,105,006 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 3,720,250 d) Citigroup EPF Board (HDBS) - 9,373,375 e) Citigroup EPF Board (RHB INV) - 1,500,000 f) Citigroup EPF Board (AM INV) - 7,707,550 g) Citigroup EPF Board (ALLIANCE) - 2,050,000 h) Citigroup EPF Board (NOMURA) - 37,336,300 i) Citigroup EPF Board (CIMB PRI) - 23,395,525 j) Citigroup EPF Board (ARIM) - 3,100,000 k) Citigroup EPF Board (TEMPLETON) - 2,264,300 l) Citigroup EPF Board (ABERDEEN) - 5,400,000 2) Form 29B received on 29 March 2013 |
AXIATA - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera
| Company Name | AXIATA GROUP BERHAD |
| Stock Name | AXIATA |
| Date Announced | 29 Mar 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AG-130329-35362 |
Particulars of substantial Securities Holder
| Name | AmanahRaya Trustees Berhad -Skim Amanah Saham Bumiputera |
| Address | Tingkat 4, Balai PNB 201-A, Jalan Tun Razak 50400 Kuala Lumpur |
| NRIC/Passport No/Company No. | 766894-T |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | AmanahRaya Trustees Berhad -Skim Amanah Saham Bumiputera, Tingkat 4, Balai PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 25/03/2013 | 1,400,000 |
| Remarks : |
| Form 29B received on 29 March 2013 |
PATIMAS - OTHERS (Amended Announcement)
| Company Name | PATIMAS COMPUTERS BERHAD |
| Stock Name | PATIMAS |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | CC-130329-68912 |
| Type | Announcement |
| Subject | OTHERS |
| Description | PATIMAS COMPUTERS BERHAD (“PATIMAS” or “the Company”) i) Special Notice Pursuant to Sections 128 and 153 of the Companies Act, 1965 ii) Requisition of Extraordinary General Meeting ("EGM") of the Company to be Convened |
Reference is made to the Company’s announcements dated 1 February 2013 and 18 February 2013, respectively. The Board of Directors of PATIMAS wishes to announce that the Company had on 26 March 2013 and 28 March 2013, respectively received letters from Syawaras Sdn Bhd and CPE Growth Capital Limited (“the Requisitionists”) requesting that Mr Hew Tze Kok be nominated as director of the Company in place of Mr Lawrence Kwan Ho Ma. Subsequently, the Company had on 29 March 2013, received a letter from Messrs. Yoong & Partners, the Advocates & Solicitors acting for and on behalf of the Requisitionists confirming that the Requisitionists will not be pursuing their earlier intention to propose and move at the EGM (for which the Requisitionists had requisitioned) as per their notices dated 31 January 2013 the resolutions to remove certain directors of the Company from office or to appoint certain persons as Directors of the Company. The Requisitionists will also not require the Company to convene or to hold such EGM. Accordingly, on behalf of the Requisitionists, Messrs. Yoong & Partners confirmed that the notices are to be treated as having been withdrawn by the Requisitionists. In view of the said withdrawal by the Requisitionists, the Board is of the opinion that the cancellation of the EGM would not adversely affect the rights of the Requisitionists or any other shareholders of the Company and the Board believes that it is in the best interest of all parties that the EGM be cancelled. | |
AKNIGHT - MULTIPLE PROPOSALS
| Company Name | ASIA KNIGHT BERHAD |
| Stock Name | AKNIGHT |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | OS-130329-4EFBE |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | ASIA KNIGHT BERHAD (FORMERLY KNOWN AS PAHANCO CORPORATION BERHAD) (“A-KNIGHT” OR THE “COMPANY”) (I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES WITH FREE WARRANTS (II) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SKYKOD POLYSCIENCE SDN BHD (III) PROPOSED EMPLOYEES’ SHARE OPTION SCHEME (IV) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (v) PROPOSED AMENDMENTS TO THE MEMORANDUM AND/OR ARTICLES OF ASSOCIATION (COLLECTIVELY KNOWN AS THE “PROPOSALS”) |
(Unless otherwise
stated, all abbreviations used herein shall have the same meaning as those set
out in the announcement dated 9 November 2012)
We refer to the announcements dated 9 November 2012, 7 January 2013, 31
January 2013 and 7 February 2013 in relation to the Proposals. On behalf of A-Knight, TA Securities Holdings Berhad wishes to announce
that an application for extension of time to submit the draft Circular in
relation to the Proposals has been submitted on 29 March 2013.
The outcome of the application will be announced in due course. This announcement is dated 29 March 2013. | |
AKNIGHT - OTHERS ASIA KNIGHT BERHAD (FORMERLY KNOWN AS PAHANCO CORPORATION BERHAD) ("A-KNIGHT" OR THE "COMPANY") PROPOSED JOINT VENTURE WITH NINE AVENUE DEVELOPMENT SDN BHD ("NADSB") FOR THE PROPOSED DEVELOPMENT OF A COMMERCIAL PROPERTY IN KUANTAN, PAHANG ("PROPOSED JOINT VENTURE")
| Company Name | ASIA KNIGHT BERHAD |
| Stock Name | AKNIGHT |
| Date Announced | 29 Mar 2013 |
| Category | General Announcement |
| Reference No | CT-130329-627C3 |
| Type | Announcement |
| Subject | OTHERS |
| Description | ASIA KNIGHT BERHAD (FORMERLY KNOWN AS PAHANCO CORPORATION BERHAD) ("A-KNIGHT" OR THE "COMPANY") PROPOSED JOINT VENTURE WITH NINE AVENUE DEVELOPMENT SDN BHD ("NADSB") FOR THE PROPOSED DEVELOPMENT OF A COMMERCIAL PROPERTY IN KUANTAN, PAHANG ("PROPOSED JOINT VENTURE") |
We refer to the announcement dated 31 January 2013 in relation to the Proposed Joint Venture. The Company wishes to announce that an application for extension of time to submit the draft Circular for the Proposed Joint Venture has been submitted on 29 March 2013. The outcome of the application will be announced in due course. This announcement is dated 29 March 2013. | |
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