March 5, 2013

Company announcements: UNIMECH, TOPGLOV, DUFU, MESB, DIALOG, KFM

UNIMECH - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameUNIMECH GROUP BERHAD  
Stock Name UNIMECH  
Date Announced5 Mar 2013  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoUG-130305-62497

Date of buy back05/03/2013
Description of shares purchasedOrdinary Shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)14,000
Minimum price paid for each share purchased ($$)1.170
Maximum price paid for each share purchased ($$)1.170
Total consideration paid ($$)16,500.19
Number of shares purchased retained in treasury (units)14,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)12,645,366
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 (%)0.012

Remarks :
The total amount paid for the shares purchased is inclusive of brokerage, clearing house fee and stamp duty.


TOPGLOV - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):COMBINATION OF TRANSACTIONS

Announcement Type: General Announcement
Company NameTOP GLOVE CORPORATION BHD  
Stock Name TOPGLOV  
Date Announced5 Mar 2013  
CategoryGeneral Announcement
Reference NoTG-130305-61267

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
COMBINATION OF TRANSACTIONS
DescriptionTOP GLOVE CORPORATION BHD ("Top Glove" or "the Company")
• PROPOSED SUBSCRIPTION OF 27% EQUITY IN VALUE ADD SDN. BHD. AND PROPOSED ACQUISITION OF A COMMERCIAL BUILDING, EAST WING OF THE ICON @ JALAN TUN RAZAK

The Company wishes to announce on the Proposed Subscription of 27% Equity in Value Add Sdn. Bhd. and Proposed Acquisition of a Commercial Building, East Wing of The Icon @ Jalan Tun Razak.
The details of the announcement is stated in the file attached.


DUFU - Changes in Director's Interest (S135) - Wu, Mao-Yuan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameDUFU TECHNOLOGY CORP. BERHAD  
Stock Name DUFU  
Date Announced5 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCA-130304-50D1D

Information Compiled By KLSE

Particulars of Director

NameWu, Mao-Yuan
Address7F., No.36-1, Gongyuan St., Banqiao Dist., New Taipei City 220, Taiwan (R.O.C)
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each (OS)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
01/03/2013
420,000
0.263 
Acquired
04/03/2013
155,000
0.261 

Circumstances by reason of which change has occurredAcquisition through Open Market
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)3,075,000 
Direct (%)2.56 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice04/03/2013

Remarks :
We received the notice on March 5, 2013.


MESB - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameMESB BERHAD  
Stock Name MESB  
Date Announced5 Mar 2013  
CategoryGeneral Announcement
Reference NoCA-130305-54083

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionMESB BERHAD
- DISPOSAL OF PROPERTY BY CRYSTAL UNITED SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MESB BERHAD

1. INTRODUCTION

MESB Berhad ("the Company” or “MESB") wishes to announce that Crystal United Sdn Bhd (“CUSB” or “Vendor”), a wholly-owned subsidiary of the Company, had on 5 March 2013 entered into a Sale and Purchase Agreement (“Agreement”) with Huls Transmission Sdn Bhd (Company No.: 575052-P) (“Purchaser”) for the disposal of all that leasehold land expiring on 9 October 2099 held under HS(D) 58963 PT 7, Bandar Batu 26, Beranang, Daerah Ulu Langat, Negeri Selangor measuring in area of approximately 10,869 square metres together with a single storey detached factory annexed with a double-storey office erected thereon (which land and building shall hereinafter be referred to as “the Property”) and bearing postal address of No. 10, Jalan Perusahaan 1, Kawasan Perusahaan Beranang, 43700 Beranang, Selangor for a cash consideration of RM5,030,570.00 only (“Disposal Consideration”).

2. Details of the proposed disposal

2.1 Information on CUSB

2.1.1 CUSB was incorporated on 22 June 1989 under the Companies Act, 1965.

2.1.2 The present authorised share capital of CUSB is RM25,000 divided into 25,000 ordinary shares of RM1.00 each. The present issued and paid-up share capital is RM10,002 divided into 10,002 ordinary shares of RM1.00 each.

2.1.3 The principal activity of CUSB is investment holding.

2.2 Information on the Purchaser

2.2.1 The Purchaser was incorporated on 26 March 2002 under the Companies Act, 1965.

2.2.2 The present authorised share capital of the Purchaser is RM5,000,000.00 divided into 5,000,000 ordinary shares of RM1.00 each. The present issued and paid-up share capital is RM2,450,000.00 divided into 2,450,000 ordinary shares of RM1.00 each.

2.2.3 The principal activity of the Purchaser is in the business of power transmission line.

2.3 Brief information on the Property

The Property is a leasehold land expiring on 9 October 2099 held under HS(D) 58963 PT 7, Bandar Batu 26, Beranang, Daerah Ulu Langat, Negeri Selangor measuring in area of approximately 10,869 square metres together with a single storey detached factory annexed with a double-storey office erected thereon and bearing postal address of No. 10, Jalan Perusahaan 1, Kawasan Perusahaan Beranang, 43700 Beranang, Selangor.

The land was purchased at RM290,741 on 8 July 1997 and the building was completely constructed in year of 2002 at RM822,072.

Based on CUSB’s audited financial statements for the financial year ended 31 March 2012, the original cost of the Property was approximately RM1,112,813.00 and the net book value of the Property was RM1,640,522.

2.4 Basis of Determining the Disposal Consideration

The Disposal Consideration for the Property was arrived at based on comparison with the similar properties that are currently offered for sale in the same vicinity.

2.5 The Salient Terms of the Agreement

(i) Conditions Precedent

a) The parties expressly agree that the Agreement shall be conditional upon the Vendor at its own costs and expense having obtained the Consent to Transfer from the State Authorities in favour of the Purchaser (“Consent to Transfer”) within six (6) months from the date of the Agreement, or such further extended period(s) as may be mutually agreed by the parties. The Vendor covenants and undertakes with the Purchaser that the Vendor shall submit the necessary application for the Consent to Transfer within two (2) months from the date of the Agreement provided always that the Purchaser's Documents, the duly signed application form for the Consent to Transfer, the accompanying statutory declaration required for the application for the Consent to Transfer and all other documents and/or information as may be required on the part of the Purchaser for the application of the Consent to Transfer to be submitted at the relevant State Authorities have been received by the Vendor's Solicitors within fourteen (14) days from the date of the Agreement. For the purpose of this clause, the Purchaser shall within fourteen (14) days upon the execution of the Agreement deposit with the Vendor's Solicitors the Purchaser's Documents, the duly signed application form for the Consent to Transfer, the accompanying statutory declaration required for the application for the Consent to Transfer and all other documents and/or information as may be required on the part of the Purchaser for the application of the Consent to Transfer to be submitted at the relevant State Authorities.

b) Upon the Purchaser's Solicitors' receipt of a certified true copy (certified as true copy by the Vendor's Solicitors) of the Consent to Transfer, the Agreement shall become unconditional ("Unconditional Date").

c) In the event that paragraph 2.5(i)(a) above cannot be fulfilled by the Vendor and/or is refused for any reason whatsoever after the Vendor's appeal within the aforesaid stipulated period or extended period or periods as may be mutually agreed by the parties, either party shall be entitled to terminate the Agreement and the Vendor shall within fourteen (14) days upon receipt of the Termination Notice in writing by the Purchaser or the issuance of the Termination Notice by the Vendor to the Purchaser, as the case may be, refund to the Purchaser the Deposit free of interest in exchange for all the documents which have been forwarded to the Purchaser with the Vendor's interest in the Property intact failing which the Vendor shall pay to the Purchaser interest at the rate eight per centum (8.0%) per annum calculated on a day to day basis after the expiry of the fourteen (14) days upon the Vendor's receipt of the Termination Notice to the date of actual receipt by the Purchaser of the Deposit or such refundable sum and upon such refund to the Purchaser, the Agreement shall be null and void and neither party shall have any claim against each other and the Vendor shall be at liberty to dispose of and/or otherwise deal with the Property in whatsoever manner the Vendor shall deem fit without reference to the Purchaser.

(ii) Payment of Disposal Consideration

a) the Earnest Deposit has been paid to the Vendor's agent, Reapfield Properties (Taman Sea) Sdn Bhd as stakeholders before the execution of the Agreement;

b) the Balance Deposit shall be paid to the Vendor upon execution of the Agreement, the receipt whereof the Vendor hereby acknowledges;

c) the Balance Disposal Consideration shall be paid to the Vendor's Solicitors as stakeholders within the Completion Period (“means ninety (90) days from the date of the Unconditional Date”).

In the event that the Purchaser shall fail to pay the Balance Disposal Consideration on or before the expiry of the Completion Period, the last day for payment of the Balance Disposal Consideration shall be automatically extended to the Extended Completion Period (“means the extension of thirty (30) days to be granted by the Vendor to the Purchaser commencing immediately after the last day of the Completion Period”.) in consideration of the Purchaser paying interest on the Balance Disposal Consideration (or such part thereof remaining unpaid to the Vendor) at the rate of eight per centum (8%) per annum on daily basis calculated from the expiry of the Completion Period to the date of full payment of the Balance Disposal Consideration to the Vendor’s Solicitors as stakeholders.

(iii) ? Completion

Vacant possession of the Property on an as is where is basis shall be delivered by the Vendor to the Purchaser within five (5) working days from the Completion Date (“means the date of the Vendor’s Solicitors receipt of the Balance Disposal Consideration and late payment interest (if any)”.) and upon the Purchaser paying the apportioned outgoings payable by the Purchaser to the Vendor, failing which the Vendor shall pay interest on the Purchase Price at rate of Eight per centum (8%) per annum calculated on a daily basis after the expiry of five (5) working days from the Completion Date until vacant possession of the Property is delivered to the Purchaser.

The Vendor's Solicitors are authorised by the parties to release the Balance Disposal Consideration to the Vendor upon the expiry of fourteen (14) days from the date of presentation for registration of the Transfer or upon the expiry of twenty one (21) days from the date of receipt by the Purchaser's Solicitors or the Financier's Solicitors of the Transfer Documents whichever shall be earlier. Provided Always That vacant possession to the Property having been delivered to the Purchaser and further provided that there is no delay in the Purchaser in settling the late payment interest (if any) and the apportionment of outgoings, failing which the Vendor’s Solicitors are irrevocably to release the Balance Disposal Consideration to the Vendor, notwithstanding that the vacant possession of the Property has not been delivered to the Purchaser.

2.6 Expected gain arising from the Proposed Disposal

The expected gain from the Proposed Disposal is approximately RM3,239,131.00

2.7 Utilisation of Proceeds

The proceeds from the Proposed Disposal will be utilised to fund the repayment by CUSB of the amounts owing to the Company and the working capital of CUSB, thereby strengthening the liquidity position of the Group.

2.8 Percentage ratios

The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements is the value of assets ratio of 9.39% based on the latest audited financial statements of MESB as at 31 March 2012.

3. RATIONALE FOR THE PROPOSED DISPOSAL

The disposal of the Property was undertaken to realise the investment by CUSB. The disposal will result in cash inflow of RM5.03 million to the Group which will strengthen the liquidity position of the Group. Further, the cash proceeds will enable CUSB to settle the amounts owing to the Company.

4. FINANCIAL EFFECTS

4.1 Share Capital

The Proposed Disposal will not have any effect on the issued and paid-up share capital of the Company as it does not involve the issuance of the Company’s shares.

4.2 Net assets and gearing

The Proposed Disposal will not have any material effect on the net assets and gearing of the Company.

4.3 Earnings

The Proposed Disposal will not have any material effect on the future earnings of the Company.

4.4 Substantial Shareholders’ Shareholdings

The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholders of the Company and will not result in a change in the controlling or dominant shareholder of the Company.

5. APPROVAL REQUIRED

Other than the Consent to Transfer to be obtained from the State Authorities, no approval from the shareholders and other authorities is required for the Proposed Disposal.

6. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE Proposed DISPOSAL

Barring unforeseen circumstances, the Proposed Disposal will be completed within nine months from the date of the Agreement.

7. DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED

None of the Directors and/or major shareholders of MESB and/or persons connected or associated with any of them have any interests, direct or indirect, in the Proposed Disposal.

8. DIRECTORS’ RECOMMENDATION

The Board having considered all the relevant factors in respect of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of MESB Group.

9. DEPARTURE FROM THE SECURITIES COMMISSION’S GUIDELINES

The Proposed Disposal is not subject to the approval of the Securities Commission (“SC”) and does not fall under the SC Guidelines. Therefore, to the best knowledge of the Board, the Proposed Disposal has not departed from the SC Guidelines.

10. Documents for inspection

The Agreement will be available for inspection during normal business hours at the Registered Office of the Company at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur, for a period of three (3) months from the date of this announcement.

This announcement is dated 5 March 2013



DIALOG - 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 NameDIALOG GROUP BERHAD  
Stock Name DIALOG  
Date Announced5 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDG-130305-CDADA

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 RM0.10 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)
Acquired28/02/2013
1,029,000
 

Circumstances by reason of which change has occurredPurchase of shares
Nature of interestDirect
Direct (units)382,768,235 
Direct (%)15.94 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change382,768,235
Date of notice05/03/2013

Remarks :
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Acquired 1,029,000 shares) - 324,753,794 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (KIB) - 2,535,054 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (HDBS) - 8,281,300 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 13,767,667 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 4,985,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) - 22,490,020 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (MAYBAN) - 3,500,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (RHB INV) - 2,455,400 shares

Total No. of shares - 382,768,235 shares


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

Announcement Type: General Announcement
Company NameKUANTAN FLOUR MILLS BHD  
Stock Name KFM  
Date Announced5 Mar 2013  
CategoryGeneral Announcement
Reference NoCM-130305-50144

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionKuantan Flour Mills Berhad ( “ KFM” or “ the Company”)

Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that a Director, Mr. Dennis Tow Jun Fye has transacted dealing in the securities of the Company.

The details as set out in the table below:

Date of Acquisition

Average Price Transacted per share ( RM)

No. of Shares Acquired

% of Issued and Paid Up share acquired

No. of Shares held ( Direct) as at 4.3.2013

% of Issued and Paid Up Share Capital

4.3.2013

0.364

119,000

0.183

4,452,300

6.834

This announcement is dated 5 March 2013.



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

Announcement Type: General Announcement
Company NameKUANTAN FLOUR MILLS BHD  
Stock Name KFM  
Date Announced5 Mar 2013  
CategoryGeneral Announcement
Reference NoCM-130305-62853

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionKuantan Flour Mills Berhad ( “ KFM” or “ the Company”)

Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that a Director, Mr. Dennis Tow Jun Fye has transacted dealing in the securities of the Company.

The details as set out in the table below:

Date of Acquisition

Average Price Transacted per share ( RM)

No. of Shares Acquired

% of Issued and Paid Up share acquired

No. of Shares held ( Direct) as at 5.3.2013

% of Issued and Paid Up Share Capital

5.3.2013

0.364

67,000

0.103

4,519,300

6.937

This announcement is dated 5 March 2013.



KFM - Changes in Director's Interest (S135) - DENNIS TOW JUN FYE

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKUANTAN FLOUR MILLS BHD  
Stock Name KFM  
Date Announced5 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-130305-50383

Information Compiled By KLSE

Particulars of Director

NameDENNIS TOW JUN FYE
AddressNO.3, JALAN BUMIPUTERA, STULANG LAUT,
80300 JOHOR BAHRU, JOHOR
Descriptions(Class & nominal value)ORDINARY SHARES OF RM0.50 EACH

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
04/03/2013
119,000
0.364 

Circumstances by reason of which change has occurredACQUIRED FROM OPEN MARKET
Nature of interestDIRECT
Consideration (if any) 

Total no of securities after change

Direct (units)4,452,300 
Direct (%)6.834 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice05/03/2013

Remarks :
1. This announcement served as an announcement pursuant to Paragraph 14.09 of the Main Listing Requirements.
2. The Notice received on 5 March 2013.
3. The 4,452,300 ordinary shares represent 6.834% of the total issued ordinary shares of the Company.


KFM - Changes in Director's Interest (S135) - DENNIS TOW JUN FYE

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKUANTAN FLOUR MILLS BHD  
Stock Name KFM  
Date Announced5 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-130305-34881

Information Compiled By KLSE

Particulars of Director

NameDENNIS TOW JUN FYE
AddressNO.3, JALAN BUMIPUTERA, STULANG LAUT,
80300 JOHOR BAHRU, JOHOR
Descriptions(Class & nominal value)ORDINARY SHARES OF RM0.50 EACH

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
05/03/2013
67,000
0.364 

Circumstances by reason of which change has occurredACQUIRED FROM OPEN MARKET
Nature of interestDIRECT
Consideration (if any) 

Total no of securities after change

Direct (units)4,519,300 
Direct (%)6.937 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice05/03/2013

Remarks :
1. This announcement served as an announcement pursuant to Paragraph 14.09 of the Main Listing Requirements.
2. The Notice received on 5 March 2013.
3. The 4,519,300 ordinary shares represent 6.937% of the total issued ordinary shares of the Company.


KFM - Changes in Sub. S-hldr's Int. (29B) - DENNIS TOW JUN FYE

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKUANTAN FLOUR MILLS BHD  
Stock Name KFM  
Date Announced5 Mar 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCM-130305-50887

Particulars of substantial Securities Holder

NameDENNIS TOW JUN FYE
AddressNO.3, JALAN BUMIPUTERA, STULANG LAUT,
80300 JOHOR BAHRU, JOHOR
NRIC/Passport No/Company No.850819-01-5499
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.50 EACH
Name & address of registered holderDENNIS TOW JUN FYE
NO.3, JALAN BUMIPUTERA, STULANG LAUT,
80300 JOHOR BAHRU, JOHOR

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired04/03/2013
119,000
0.364 

Circumstances by reason of which change has occurredACQUIRED FROM OPEN MARKET
Nature of interestDIRECT
Direct (units)4,452,300 
Direct (%)6.834 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change4,452,300
Date of notice05/03/2013

Remarks :
This Form 29B received on 5 March 2013.


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