March 20, 2013

Company announcements: NOTION, MBFHLDG, TWS, TAKAFUL, NHFATT, BIOSIS

NOTION - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameNOTION VTEC BERHAD  
Stock Name NOTION  
Date Announced20 Mar 2013  
CategoryGeneral Meetings
Reference NoCC-130319-68601

Type of MeetingAGM
IndicatorOutcome of Meeting
Date of Meeting20/03/2013
Time09:30 AM
VenueLevel 2, Hotel Novotel Kuala Lumpur City Centre,
No. 2, Jalan Kia Peng,
50450 Kuala Lumpur.
Outcome of Meeting
The Board of Directors of Notion VTec Berhad ("NVB") is pleased to inform that the shareholders of NVB have at the Ninth Annual General Meeting ("9th AGM") held on Wednesday, 20 March 2013, approved all resolutions as set out in the Notice of the 9th AGM contained in the Annual Report for the financial year ended 30 September 2012 of NVB.


MBFHLDG - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameMBF HOLDINGS BERHAD  
Stock Name MBFHLDG  
Date Announced20 Mar 2013  
CategoryGeneral Announcement
Reference NoMH-130320-832D6

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionMBf HOLDINGS BERHAD ("MBfH")
- NOTIFICATION UNDER CHAPTER 14 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ON DEALINGS IN SECURITIES

Pursuant to Chapter 14, Paragraph 14.09 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 substantial shareholder of MBfH, has given notice of his dealings in the securities of MBfH outside the closed period, details of which is as set out in the table below :-

Date of Transaction

Shares

Price Per Share (RM)

Nature of Interest (Direct / Indirect / Deemed)

Circumstances by reason of which change has occurred

No. of Shares

%

19-03-2013

100

0.0000

1.70

Indirect

Purchase in open market

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.



MBFHLDG - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)

Announcement Type: General Announcement
Company NameMBF HOLDINGS BERHAD  
Stock Name MBFHLDG  
Date Announced20 Mar 2013  
CategoryGeneral Announcement
Reference NoMH-130320-84061

TypeAnnouncement
SubjectTAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
DescriptionMBf Holdings Berhad (“MBfH”)

Take-over 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”); and

(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,

for a revised cash consideration of RM1.70 per MBfH Share and RM0.70 per Offer Warrant (“Revised Offer”)

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.

This announcement is dated 20 March 2013.



MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameMBF HOLDINGS BERHAD  
Stock Name MBFHLDG  
Date Announced20 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMH-130320-81FA9

Particulars of substantial Securities Holder

NameTan Sri Datuk Dr Ninian Mogan Lourdenadin
AddressNo. 244, Jalan Ipoh, 51200 Kuala Lumpur
NRIC/Passport No/Company No.540212-07-5387
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderImpact Action Sdn Bhd
Level 18, Menara MBf
Jalan Sultan Ismail
50250 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/03/2013
100
1.700 

Circumstances by reason of which change has occurredPurchase in the open market
Nature of interestIndirect Interest
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)537,979,167 
Indirect/deemed interest (%)93.17 
Total no of securities after change537,979,167
Date of notice19/03/2013


MBFHLDG - Changes in Director's Interest (S135) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMBF HOLDINGS BERHAD  
Stock Name MBFHLDG  
Date Announced20 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoMH-130320-808A3

Information Compiled By KLSE

Particulars of Director

NameTan Sri Datuk Dr Ninian Mogan Lourdenadin
AddressNo. 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
19/03/2013
100
1.700 

Circumstances by reason of which change has occurredPurchase in the open market
Nature of interestIndirect interest
Consideration (if any) 

Total no of securities after change

Direct (units) 
Direct (%) 
Indirect/deemed interest (units)537,979,167 
Indirect/deemed interest (%)93.17 
Date of notice19/03/2013


MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Impact Action Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameMBF HOLDINGS BERHAD  
Stock Name MBFHLDG  
Date Announced20 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMH-130320-8147C

Particulars of substantial Securities Holder

NameImpact Action Sdn Bhd
AddressLevel 18, Menara MBf
Jalan Sultan Ismail
50250 Kuala Lumpur
NRIC/Passport No/Company No.717952M
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderImpact Action Sdn Bhd
Level 18, Menara MBf
Jalan Sultan Ismail
50250 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/03/2013
100
1.700 

Circumstances by reason of which change has occurredPurchase in the open market
Nature of interestDirect Interest
Direct (units)119,360,524 
Direct (%)20.67 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change119,360,524
Date of notice19/03/2013


TWS - Changes in Sub. S-hldr's Int. (29B) - Kelana Ventures Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameTRADEWINDS (M) BERHAD  
Stock Name TWS  
Date Announced20 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoT--130320-41036

Particulars of substantial Securities Holder

NameKelana Ventures Sdn Bhd
AddressLevel 2A, No. 88 Jalan Perdana, Taman Tasek Perdana, 50480 Kuala Lumpur
NRIC/Passport No/Company No.243901-U
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary Share RM1.00 per Par Value
Name & address of registered holder1. Kelana Ventures Sdn Bhd
No. of Shares: 26,270,000
Disposed: 26,270,000
Balance: Nil
Address: Level 2A, No. 88, Jalan Perdana, Taman Tasek Perdana, 50480 Kuala Lumpur

2. Maybank Nominees (Tempatan) Sdn Bhd
(pledged Securities Account for Kelana Ventures Sdn Bhd (211816))
No. of Shares: Nil
Acquired: 26,270,000
Balance: 26,270,000
Address: 32nd Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed11/03/2013
26,270,000
 
Acquired11/03/2013
26,270,000
 

Circumstances by reason of which change has occurred1. Transfer of shares to nominee

2. Transfer of shares from beneficial owner to nominee
Nature of interestDirect
Direct (units)26,270,000 
Direct (%)8.86 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change0
Date of notice15/03/2013

Remarks :
Notice of Change in the Interests of Substantial Shareholder (Form 29B) was received on 20 March 2013.


TAKAFUL - 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 NameSYARIKAT TAKAFUL MALAYSIA BERHAD  
Stock Name TAKAFUL  
Date Announced20 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoST-130320-39123

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 RM1.00 EACH
Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
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)
Disposed15/03/2013
399,200
 

Circumstances by reason of which change has occurredDisposal
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change13,556,420
Date of notice18/03/2013

Remarks :
The Notice of Changes in Substantial Shareholder's Interest (Form 29B) was received on 20 March 2013.


NHFATT - OTHERS PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Announcement Type: General Announcement
Company NameNEW HOONG FATT HOLDINGS BERHAD  
Stock Name NHFATT  
Date Announced20 Mar 2013  
CategoryGeneral Announcement
Reference NoCC-130320-9DE52

TypeAnnouncement
SubjectOTHERS
DescriptionPROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board of Directors of New Hoong Fatt Holdings Berhad ("NHFHB" or "Company") wishes to announce that the Company intends to seek approval from its shareholders to amend the Company's Articles of Association ("Proposed Amendments") at the forthcoming Sixteenth Annual General Meeting ("AGM") of the Company.
The details of the Proposed Amendments will be set out in an annexure to the Notice of AGM contained in the 2012 Annual Report which will be issued and despatched to shareholders of NHFHB in due course.

This announcement is dated 20 March 2013.


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

Announcement Type: General Announcement
Company NameBIOSIS GROUP BERHAD  
Stock Name BIOSIS  
Date Announced20 Mar 2013  
CategoryGeneral Announcement
Reference NoCM-130320-44158

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
NEW DEFAULT
DescriptionBIOSIS GROUP BERHAD (“BIOSIS” OR “COMPANY”)

DEFAULT IN PAYMENT PURSUANT TO PRACTICE NOTE 1 (“PN1”) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) (“MMLR”)

1. INTRODUCTION

The Board of Directors of BIOSIS (“Board”) wishes to announce that a subsidiary, Biosis Cosmeceuticals Sdn Bhd (“BCSB”) had on 18 March 2013 received a Writ of Summons and Statement of Claim from the advocates and solicitors acting on behalf of HSBC Bank Malaysia Berhad (“HSBC”) that BCSB has defaulted in repayment of principal sums and interest in respect of certain banking facilities pursuant to PN1 of the MMLR.

The details of the said credit facilities and the relevant affected financial institutions are as follows:-

Lender

 

Type of facilities

 

Company

 

 

Amount outstanding

Principal

(RM)

Interest

(RM)

HSBC Bank Malaysia Berhad

Term Loan

 

Biosis Cosmeceuticals Sdn Bhd

860,432.20

 

4,997.34

 

2. DETAILS OF DEFAULT

In compliance with the MMLR, the details of the Default are as follows:-

(a) Date of Default

The date of default is 29 January 2013.

(b) Reasons for the Default

The reason for the Default was that the current cash flow generated from the operations of BIOSIS and its subsidiaries (“BIOSIS Group”) is insufficient to repay the outstanding amount.

(c) Measures by the Company to address the Default

BIOSIS is currently negotiating with HSBC towards a mutually agreeable settlement by way of disposal of assets and/or a fund raising exercise as announced on 19 December 2012.

(d) Legal implications of the Default including the extent of the Company’s liability in respect of the obligations incurred under the agreements for the indebtedness

The default may have a consequential impact on other on-going bank borrowings of BIOSIS Group.

(e) Business, financial and operational impact of the Default on the Company

At this point in time, the Default has no material impact on the operations of other operating subsidiaries of BIOSIS which are independent of BCSB.

(f) Cross Default

The Default with the above financial institution may trigger a cross default with other financial institutions of the BIOSIS Group.

(g) Confirmation on subsidiary

BCSB is a major subsidiary of BIOSIS.

(h) Solvency declaration

The Board shall provide a solvency declaration to Bursa Malaysia within three (3) market days from the date of this announcement.

BIOSIS shall update on a monthly basis the status of the Default and the steps taken to address the Default until such time when the Default is remedied.

This announcement is dated 20 March 2013.



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