April 26, 2013

Company announcements: BRAHIMS, MUH, SAAG, WCT, TECNIC, FARMBES

BRAHIMS - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RECURRENT RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameBRAHIM'S HOLDINGS BERHAD  
Stock Name BRAHIMS  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoCA-130426-54745

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionBRAHIM'S HOLDINGS BERHAD ("the Company")
- Proposed Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

The Board of Directors of the Company wishes to announce that the Company proposes to seek its shareholders' approval on the Renewal of Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature ("Proposed Shareholders Mandate") at its forthcoming 31st Annual General Meeting.

A Circular to shareholders in relation to the Proposed Shareholders Mandate will be issued in due course.


This announcement is dated 26 April 2013.



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

Announcement Type: General Announcement
Company NameMULTI-USAGE HOLDINGS BERHAD  
Stock Name MUH  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130426-0765D

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionMulti-Usage Holdings Berhad (‘MUHB’ or “Company”)
Sale of Property to a person connected to the Director of the Company by TF Land Sdn Bhd, a wholly owned subsidiary of MUHB

Announcement Details :

1. Introduction

MUHB wishes to announce that TF Land Sdn Bhd (“TF Land”), a wholly owned subsidiary of the Company has on 25 April 2013 entered into a Sale and Purchase Agreement (“SPA”) with Mr Tan Chiew Ching (the “Related Party), a person connected to Mr Tan Chew Hua, a Director of the Company in respect of the sale of a property to the Related Party.

2. Information on TF Land

TF Land is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 26 November 1993. The current authorised share capital of TF Land is RM10,000,000.00 comprising of 10,000,000 ordinary shares of RM1.00 each of which 8,080,000 ordinary shares are issued and fully paid up. The principal activity of TF Land is in property development.

3. Information on the Related Party

Mr Tan Chiew Ching is the brother to Mr Tan Chew Hua, who is a Director and major shareholder of the Company through interest in the shares held by family members via Tan Choon Keng Holdings Sdn Bhd and Topazvest Temasek Sdn Bhd.

4. Details of the Transaction

The Related Party has on 25 April 2013 purchased a Three Storey Semi Detached Twin Villas located on Plot No. 122 to be erected on PT No. 3494, Mukim 15, Daerah Seberang Perai Tengah, Pulau Pinang held under Hakmilik Sementara No. H.S.(D) 57821 measuring approximately 223 square meters (“Property”) for a total consideration of RM550,000 (Ringgit Malaysia Five Hundred and Fifty Thousand Only) (the “Purchase Price”) from TF Land.

5. Salient terms of the Transaction

The consideration for the Transaction shall be paid in the following manner:-

a) A payment equivalent to 10% of the Purchase Price shall be paid upon execution of the SPA; and

b) The balance 90% shall be paid according to the stage of works completed.

The SPA is based on standard terms applicable to all purchasers and is not more favourable than those generally offered to the MUHB’s directors, employees and customers.

6. Rationale for the Transaction

The sale of Property is in the ordinary course of business of TF Land. There is no liability to be assumed arising from the Transaction.

7. Basis of arriving at the Selling Price

The Selling Price of the Property offered by TF Land to the Related Party is the same as the selling price offered to eligible employees of TF Land and the general public.

8. Financial effects of the Transaction

8.1 Share capital and shareholdings of substantial shareholders

The Transaction will not have any effect on the issued and paid-up share capital and shareholdings of substantial shareholder of MUHB.

8.2 Net Assets (“NA”) and Earnings per share

The Transaction is not expected to have any material effect on the NA and Earnings per share of MUHB Group.

8.3 Gearing

The Transaction is not expected to have any material impact on the gearing of MUHB Group.

9. Highest Percentage Ratio

The highest percentage ratio applicable for the Transaction pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements is 1.4%.

10. Estimated Timeframe for Completion

The transaction is expected to be completed within 24 months from the date of the SPA.

11. Approval Required

The Transaction is not subject to the approval of shareholders of MUHB or any governmental or regulatory authorities.

12. Total amount transacted by the Related Party

There is no other transaction entered into between the Related Party with MUHB group of companies for the preceding 12 months.

13. Interests of Directors, Major Shareholders and Persons Connected with them

Save for Mr Tan Chiew Hua, none of the Directors or major shareholders of MUHB or persons connected with them have any interest, direct or indirect, in the Transaction.

14. Statements by the Board of Directors and the Audit Committee

The Board of Directors of MUHB (with the exception of Mr Tan Chiew Hua who is interested in the Transaction), having considered all aspects of the Transaction, is of the opinion that they are in the best interest of MUHB Group.

In addition, the Audit Committee, having considered all aspects of the Transaction, including the rationale, is of the opinion that they are:-

a) in the best interest of MUHB Group;

b) fair, reasonable and on normal commercial terms; and

c) not detrimental to the interest of the Company’s minority shareholders.

15. Documents Available for Inspection

A copy of the SPA is available for inspection at the Company’s Registered Office at Suite 2-1, 2nd Floor, Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, 10050 Penang during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 26 April 2013.



SAAG - WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR

Announcement Type: General Announcement
Company NameSAAG CONSOLIDATED (M) BHD  
Stock Name SAAG  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoSC-130426-52847

TypeAnnouncement
SubjectWINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
DescriptionSAAG Consolidated (M) Bhd (“SAAG” or “the Company”)
- Kuala Lumpur High Court Companies Winding-Up Petition No.: 28NCC-363-04/2013) - Globe- Pro Ventures Sdn. Bhd (Petitioner) vs SAAG (Respondent)
Further to the announcement dated 15 March 2013, the Board of Directors of SAAG wishes to announce that the Company has on even date received the following documents :-
a) a copy of the sealed Petition dated 17 April 2013;
b) a copy of the affidavit verifying petition affirmed by Azman Khan bin Hakik Khan dated 22 April 2013
by way of service from Teja Singh Penesar & Co, the solicitors acting for the Petitioner.

The Company owes the Petitioner a sum of RM19,497,426.35. No interest has been charged todate by the Petitioner. Since 2011, the Petitioner has been providing short term advances to SAAG, upon SAAG’s request for working capital given cashflow constraints faced by the Company and its subsidiaries.

The SAAG Group on 12 October 2012 has announced default under Practice Note 1 (“PN 1”) and further on 17 October 2012 default under Practice Note 17 (“PN 17”) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. This has arisen as the Group is unable to raise the RM100 million as proposed in the Circular dated 27th June 2012. The Company therefore has defaulted on its payments to creditors and informed the Petitioner also of its inability to proceed with the debt restructure exercise.

The Company is expected to suffer further financial loss and the Company's on-going operations will be affected.This will result in the winding up of SAAG which will consequently result in de-listing from Bursa Securities Main Board. In the event of winding-up, the assets of the Group would be subject to sale by the liquidator (s). This may result in further impairment of value of assets as set out in the Group’s balance sheet.

The Petition is fixed for case management on 6 May 2013 and fixed for hearing on 26 June 2013.

The Company does not envisage remedying due to financial constraints in the Group as announced under PN 17. As such, the Company is not in a position to prepare a defence to avoid eventualities which arises from the said Petition.

This announcement is dated 26 April 2013.


WCT - 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 NameWCT BERHAD  
Stock Name WCT  
Date Announced26 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-130426-9EA87

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPFACT1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (87,674,810 Shares)
Employees Provident Fund Board (1,722,125 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(HDBS)(6,273,595 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (RHB INV) (2,000,050 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Mayban) (2,200,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ALLIANCE INV) (2,999,500 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) (3,657,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) (12,828,250 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM) (2,100,000 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired23/04/2013
123,500
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)121,455,330 
Direct (%)11.2 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change121,455,330
Date of notice26/04/2013

Remarks :
Form 29B dated 24 April 2013 was received on 26 April 2013.


WCT - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced26 Apr 2013  
CategoryGeneral Meetings
Reference NoWW-130426-58962

Type of MeetingCourt Convened Meetings for Warrants Holders
IndicatorOutcome of Meeting
Date of Meeting26/04/2013
Time11:25 AM
VenueBallroom 3, Premiere Hotel, Bandar Bukit Tinggi 1/KS6, Jalan Langat, 41200 Klang, Selangor Darul Ehsan, Malaysia.
Outcome of Meeting

WCT BERHAD (“WCTB”)

i) proposed securities exchange;

ii) proposed transfer listing;

iii) proposed esos termination;

Iv) proposed wctH esos; AND

V) proposed wct land transfer.

(TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

We refer to the Notice of Court Convened Meeting (“CCM”) to the warrant holders of WCTB dated
2 April 2013 in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the aforesaid announcement.

The Board is pleased to announce that WCTB have, at the CCM for warrant holders of WCTB held on 26 April 2013, obtained approval from its warrant holders for the implementation of a scheme of arrangement under Section 176(1) of the Act in relation to the Proposed Warrants Exchange and Proposed Transfer Listing by way of poll. The poll results for the resolution in relation to the Proposed Warrants Exchange and Proposed Transfer Listing are as follows:

Total Number of Warrants of Warrant holders / Proxies Present and Voting

Number of Warrants Voted in Favour

Number of Warrants Voted Against

Number of Spoilt Votes

In Person

8,051,921

8,051,921

-

-

By Proxy

92,923,000

92,923,000

-

-

Total

100,974,921

100,974,921

-

-

Total Percentage

100%

100%

-

-

Total Number of Warrant holders / Proxies Present and Voting

Number of Warrant holders / Proxies Voted in Favour

Number of Warrant holders / Proxies Voted Against

Number of Spoilt Votes

In Person

63

63

-

-

By Proxy

39

39

-

-

Total

102

102

-

-

Total Percentage

100%

100%

-

-

This Announcement is dated 26 April 2013.



WCT - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced26 Apr 2013  
CategoryGeneral Meetings
Reference NoWW-130426-EDE62

Type of MeetingEGM
IndicatorOutcome of Meeting
Date of Meeting26/04/2013
Time10:57 AM
VenueBallroom 1, Premiere Hotel, Bandar Bukit Tinggi 1/KS6, Jalan Langat 41200 Klang, Selangor Darul Ehsan
Outcome of Meeting

The Board of Directors of WCT Berhad is pleased to announce that all the following resolutions proposed at the Company’s Extraordinary General Meeting held on Friday, 26 April 2013, were decided on show of hands and were duly carried:-

SPECIAL RESOLUTION
Proposed Internal Reorganisation

ORDINARY RESOLUTION 1
Proposed Establishment of New Employees Share Option Scheme ("ESOS") for the Eligible Directors and Employees of WCT Holdings Berhad

ORDINARY RESOLUTION 2
Proposed Approval for the Granting of Options to Dato’ Capt. Ahmad Sufian @ Qurnain Bin Abdul Rashid

ORDINARY RESOLUTION 3
Proposed Approval for the Granting of Options to Taing Kim Hwa

ORDINARY RESOLUTION 4
Proposed Approval for the Granting of Options to Goh Chin Liong

ORDINARY RESOLUTION 5
Proposed Approval for the Granting of Options to Choe Kai Keong

ORDINARY RESOLUTION 6
Proposed Approval for the Granting of Options to Liang Kai Chong

ORDINARY RESOLUTION 7
Proposed Approval for the Granting of Options to Choo Tak Woh

ORDINARY RESOLUTION 8
Proposed Approval for the Granting of Options to Andrew Lim Cheong Seng

ORDINARY RESOLUTION 9
Proposed Approval for the Granting of Options to Wong Yik Kae

ORDINARY RESOLUTION 10
Proposed Approval for the Granting of Options to Taing Lan Ying

ORDINARY RESOLUTION 11
Proposed Approval for the Granting of Options to Taing Sew Yong

This announcement is dated 26 April 2013.



WCT - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced26 Apr 2013  
CategoryGeneral Meetings
Reference NoWW-130426-58599

Type of MeetingCourt Convened Meeting for Shareholders
IndicatorOutcome of Meeting
Date of Meeting26/04/2013
Time10:00 AM
VenueBallroom 1, Premiere Hotel, Bandar Bukit Tinggi 1/KS6, Jalan Langat 41200 Klang, Selangor Darul Ehsan, Malaysia
Outcome of Meeting

WCT BERHAD (“WCTB”)

i) proposed securities exchange;

ii) proposed transfer listing;

iii) proposed esos termination;

Iv) proposed wctH esos; AND

V) proposed wct land transfer.

(TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

We refer to the Notice of Court Convened Meeting (“CCM”) to the shareholders of WCTB dated
2 April 2013 in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the aforesaid announcement.

The Board is pleased to announce that WCTB have, at the CCM for shareholders of WCTB held on 26 April 2013, obtained approval from its shareholders for the implementation of a scheme of arrangement under Section 176(1) of the Act in relation to the Proposed Shares Exchange and Proposed Transfer Listing by way of poll. The poll results for the resolution in relation to the Proposed Shares Exchange and Proposed Transfer Listing are as follows:

Total Number of Shares of Shareholders / Proxies Present and Voting

Number of Shares Voted in Favour

Number of Shares Voted Against

Number of Spoilt Votes

In Person

18,163,956

18,163,956

-

-

By Proxy

533,512,390

533,512,390

-

-

Total

551,676,346

551,676,346

-

-

Total Percentage

100%

100%

-

-

Total Number of Shareholders / Proxies Present and Voting

Number of Shareholders / Proxies Voted in Favour

Number of Shareholders / Proxies Voted Against

Number of Spoilt Votes

In Person

44

44

-

-

By Proxy

105

105

-

-

Total

149

149

-

-

Total Percentage

100%

100%

-

-

This Announcement is dated 26 April 2013.



TECNIC - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameTECNIC GROUP BERHAD  
Stock Name TECNIC  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoCV-130425-DF7AD

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionPursuant to paragraph 14.08 of the Main Market Listing Requirements on Dealing in Securities, the Company wishes to announce that the Company has received notifications from Dato' Gan Kim Huat and Mr. Gan Poh San of their intention to deal in the securities of the Company during the closed period, the details of their current shareholdings in the Company are as follows :-

Name of DirectorDirectIndirect
No. of SecuritiesPercentage (%)No. of SecuritiesPercentage (%)
Dato' Gan Kim Huat12,246,02930.3115,637,357 *38.71
Gan Poh San 007,602,357 **18.82

* - Deemed interested through Zenith Highlight Sdn. Bhd. (7,602,357 shares) and Graceful Assessment Sdn. Bhd. (8,035,000 shares) in accordance with Section 6A of the Companies Act, 1965.

** - Deemed interested through Zenith Highlight Sdn. Bhd. in accordance with Section 6A of the Companies Act, 1965.



TECNIC - OTHERS TECNIC GROUP BERHAD ("TECNIC" or "the Company") - 5 SEN FINAL SINGLE-TIER NON-TAXABLE DIVIDEND

Announcement Type: General Announcement
Company NameTECNIC GROUP BERHAD  
Stock Name TECNIC  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoCV-130426-50683

TypeAnnouncement
SubjectOTHERS
DescriptionTECNIC GROUP BERHAD ("TECNIC" or "the Company") - 5 SEN FINAL SINGLE-TIER NON-TAXABLE DIVIDEND

The Board of Directors of Tecnic is pleased to propose a 5 sen final single-tier non-taxable dividend in respect of the financial year ended 31 December, 2012 ("Proposed Dividend").

The proposed Dividend is subject to the approval of the Company's shareholders at the forthcoming Annual General Meeting of the Company to be held at a date to be announced later.

The dates of entitlement and payment for the proposed Dividend will be determined and announced by the Company in due course.

The Board proposed a final dividend less than 50% dividend payout of its profit after tax for the financial year ended 31 December, 2012 for the purpose of reserving the Group's resources for capacity expansion and modernisation.

However, the Company will endeavour to maintain a dividend policy of paying a minimum 50% dividend payout of its profit after tax annually to shareholders.

This announcement is dated 26th April, 2013.



FARMBES - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):COMBINATION OF NEW ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameFARM'S BEST BERHAD  
Stock Name FARMBES  
Date Announced26 Apr 2013  
CategoryGeneral Announcement
Reference NoOS-130425-65258

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
DescriptionFARM’S BEST BERHAD (“FBB” OR “COMPANY”)

(I) PROPOSED FREE WARRANTS ISSUE; AND
(II) PROPOSED PRIVATE PLACEMENT OF SHARES WITH WARRANTS.

(COLLECTIVELY REFERRED AS THE “PROPOSALS”

 

We refer to the announcement made on 25 April 2013 in relation to the Proposals (“Announcement”). Unless otherwise defined, the definitions set out in the Announcement shall apply herein.

 

On behalf of the Board, TA Securities wishes to announce that the Company has on 26 April 2013 submitted the applications to:

 

(i) Bursa Securities for the admission of the Warrants to the Official List of the Main Market of Bursa Securities, and the listing of and quotation for the Placement Shares, Warrants and new FBB Shares to be issued pursuant to the exercise of the Warrants on the Main Market of Bursa Securities; and

 

(ii) Controller of Foreign Exchange (via BNM) for the issuance of the Warrants to the non-residents of Malaysia and any additional Warrants to be issued in consequence of any adjustments to be made from time to time pursuant to the provisions of the Deed Poll in relation to the Proposals.

 

This announcement is dated 26 April 2013.

 

 



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