TDM - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
| Company Name | TDM BERHAD |
| Stock Name | TDM |
| Date Announced | 11 Apr 2013 |
| Category | General Announcement |
| Reference No | CK-130410-0B52E |
| Type | Announcement | ||||||||||||
| Subject | MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER) | ||||||||||||
| Description | Plantation production figures of TDM Group for the month of March 2013 | ||||||||||||
Pursuant to Paragraph 9.36 of the Main Market Listing Requirements, we wish to inform that the plantation production figures of TDM Group for the month of March 2013 are as follows:
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TDM - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
| Company Name | TDM BERHAD |
| Stock Name | TDM |
| Date Announced | 11 Apr 2013 |
| Category | General Announcement |
| Reference No | CK-130411-33027 |
| Type | Announcement | ||||||||||||||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS | ||||||||||||||||||||||||||||
| Description | Acquisition of Shares in TDM Capital Sdn Bhd | ||||||||||||||||||||||||||||
1.0 Introduction The Board of Directors of TDM Berhad (“TDM” or “Company”) wishes to announce that the Company has entered into a conditional Share Sale Agreement (“Agreement”) with Terengganu Incorporated Sdn Bhd (Company No. 725242-P) (“Terengganu Incorporated” or “Vendor”) to acquire 50,000 ordinary shares of RM1.00 each, representing 10% of the issued and paid-up share capital in TDM Capital Sdn Bhd (Company No. 92641-U) (“TDM Capital”), a subsidiary of the Company, for a total purchase consideration of RM17,600,000.00 (“Acquisition”). Upon completion of the Acquisition, TDM Capital will become a wholly-owned subsidiary of the Company. The Acquisition is a related party transaction pursuant to Paragraph 10.08 of the Listing Requirements in view of the interests of Terengganu Incorporated, a major shareholder of the Company. 2.0 Background Information 2.1 Information of TDM Capital TDM Capital is a company incorporated in Malaysia under the Companies Act, 1965 and having its registered office at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, 20100 Kuala Terengganu, Terengganu Darul Iman. It is involved principally in cultivation of oil palms and trading of fresh fruit bunches, crude palm oil, palm kernels and other related products in Terengganu. TDM Capital has an authorised share capital of RM20,000,000.00 divided into 20,000,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. 2.2 Information of the Vendor Terengganu Incorporated is a company incorporated in Malaysia under the Companies Act, 1965 and having its registered office at Lot PT 3071, Kawasan Perindustrian Chendering, 21080 Kuala Terengganu, Terengganu Darul Iman. Terengganu Incorporated is the registered and legal owner of 50,000 ordinary shares of RM1.00 each, representing 10% of the issued and paid-up share capital of TDM Capital (“Sale Shares”). Terengganu Incorporated has an unsettled debt of RM5,000,000.00 owed to Kumpulan Ladang-Ladang Trengganu Sdn Bhd (“KLLT”), a wholly owned subsidiary of the Company. 3.0 Purchase Consideration and the Justification of the Consideration The total purchase price for TDM Capital’s Sale Shares of RM17,600,000.00 (“Purchase Consideration”) was arrived at on a willing buyer willing seller basis, after taking into consideration, amongst others, the following: a) The audited net assets (NA) as at 31 December 2012 of TDM Capital of RM176.3 million; b) The audited profit before tax for the year ended 31 December 2012 of TDM Capital of RM18.6 million; c) The benefits from potential rationalization of TDM’s plantation assets. The Sale Shares are acquired free from all claims and encumbrances together with all rights attaching thereto now or hereafter attaching thereto, including without limitation all bonuses, rights, liabilities, dividends and other distributions declared, paid or made in respect of the Sale Shares with effect from the date of completion of the Agreement (“Completion Date”) and upon the terms and conditions and stipulations contained in the Agreement. The Purchase Consideration to be paid and settled by TDM is as follows: (a) Subject to the fulfilment of the conditions precedent, be deemed to have paid and settled part of the Purchase Consideration of RM5,000,000.00 by way of setting-off the Debt; (b) Pay to Terengganu Incorporated a refundable deposit amounting to RM1,000,000.00, which shall be treated as part payment of the Purchase Consideration; and (c) The balance purchase consideration of RM11,600,000.00 shall be paid and settled by the Company within the completion period, PROVIDED THAT each of the condition(s) precedent remain satisfied and none of the approvals granted or events which had accounted for the satisfaction of a condition precedent has been revoked, varied, suspended or cancelled. 3.1 Salient features of the Share Sale Agreement 3.1.1 Conditions Precedent: (a) the Company obtaining the written approval of its Board of Directors for the purchase of the Sale Shares and authorising the execution, delivery and performance of the Agreement, including payment of the Purchase Consideration to the Vendor, and the affixation of the common seal of the Company (in accordance with the Company’s Memorandum and Articles of Association) on the Transfer and all other relevant documents in respect of the sale and transfer of the Sale Shares to the Company; (b) the Vendor obtaining written approval of its Board of Directors for the sale of the Sale Shares and authorising the execution, delivery and performance of the Agreement and the affixation of the common seal of the Vendor (in accordance with the Vendor’s Memorandum and Articles of Association) on the Transfer and all other relevant documents in respect of the sale and transfer of the Sale Shares to the Company; (c) the Vendor obtaining written approval of its Board of Directors for the settlement of part of the Purchase Consideration by way of setting-off the Debt and authorising the execution, delivery and performance of the Letter of Settlement and all other relevant documents in respect of the settlement of the Debt; and (d) the Vendor shall issue a Letter of Settlement, duly stamped, to the Company and KLLT, the terms and conditions of the Letter of Settlement to be mutually agreed by the Parties, evidencing the full and total settlement of the Debt. Upon issuance of the Letter of Settlement, the Company shall be deemed to have settled part of the Purchase Consideration of RM5,000,000.00 in accordance with the terms and conditions set out in the Agreement. (e) Concurrently, the Company shall obtain from KLLT a Letter of Confirmation, duly stamped, issued to and delivered to the Vendor confirming that the Debt has been fully settled by the Vendor in accordance with the terms and conditions set out in the Agreement. 4.0 Rationale for the Acquisition The acquisition is part of TDM’s rationalization plan of its plantation assets. The Acquisition is also expected to be earning accretive as set out in item 6.0 of this Announcement. In addition, the Acquisition will also involve the settlement of unsettled debt of RM5,000,000.00 owed to KLLT by Terengganu Incorporated. 5.0 Effects of the Acquisition Save and except on the expected earning accretive effects, the Acquisition will not have any material effect on the net assets per share, earnings per share and gearing of the Company and will have no material effect on the share capital and substantial shareholders’ shareholding of the Company for the financial year ending 31 December 2013. The proforma effect on the profit attributable based on audited financial statement for the year ended 31 December 2012 is as follows:
6.0 Liabilities to be Assumed No liabilities, including contingent liabilities and guarantees, will be assumed by the Company arising from the Acquisition. 7.0 Approvals for the Acquisition The highest percentage ratio applicable to the Acquisition is 2.14%, and is therefore not subject to the approval of the shareholders of the Company. 8.0 Directors’ and Major Shareholders’ Interest Save as disclosed hereunder, none of the other Directors and/or major shareholders and/or persons connected to the Directors and major shareholders of the Company have any interest, direct or indirect in the Acquisition: (a) Terengganu Incorporated is a major shareholder of the Company. (b) YB Dato’ Haji Abdul Razak Bin Ismail, a Non-Independent and Non-Executive Director of the Company, is a Director nominated by Terengganu Incorporated to the Board of the Company and, as such, he is deemed as an interested party in the transaction. 9.0 Statement by the Audit Committee The Audit Committee, having considered the Acquisition, is of the opinion that the Acquisition is: (a) in the best interest of the Company; (b) fair, reasonable and on normal commercial terms; and (c) not detrimental to the interests of the non-interested shareholders. 10.0 Statement by Directors The Directors (save and except for YB Dato’ Haji Abdul Razak Bin Ismail who is a deemed interested party) are of the opinion that the Acquisition is in the best interest of the Company. 11.0 Risk Factor The Board of Directors of the Company is unaware of any risks arising from the Acquisition which could materially or adversely affect the financial and operating conditions of TDM Group. 12.0 Estimated Timeframe for Completion Barring unforeseen circumstances, the Acquisition is expected to be completed within ninety (90) days from the unconditional date of the Agreement. 13.0 Documents Available for Inspection The Agreement is available for inspection at the Company’s Registered Office at Level 5, Bangunan UMNO Terengganu, Lot 3224, Jalan Masjid Abidin, 20100 Kuala Terengganu, Terengganu from 8.30 a.m. to 5.30 p.m. on working days, for a period of three months from the date of this announcement. This announcement is dated 11 April 2013. | |||||||||||||||||||||||||||||
UTDPLT - Changes in Sub. S-hldr's Int. (29B) - MITSUBISHI UFJ FINANCIAL GROUP. INC (MUFG)
| Company Name | UNITED PLANTATIONS BERHAD |
| Stock Name | UTDPLT |
| Date Announced | 11 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | UP-130411-051E8 |
Particulars of substantial Securities Holder
| Name | MITSUBISHI UFJ FINANCIAL GROUP. INC (MUFG) |
| Address | 7-1, MARUNOUCHI 2-CHOME CHIYODA-KU, TOKYO 100-8330, JAPAN |
| NRIC/Passport No/Company No. | NA |
| Nationality/Country of incorporation | JAPAN |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each fully paid |
| Name & address of registered holder | Aberdeen Asset Management PLC and its Subsidiaries ("Aberdeen") 10 Queen's Terrace, Aberdeen, AB10 1YG, Scotland |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 05/04/2013 | 17,900 |
| Remarks : |
| Form 29B was received on the 11 April 2013. |
UTDPLT - Changes in Sub. S-hldr's Int. (29B) - Aberdeen Asset Management PLC and its Subsidiaries
| Company Name | UNITED PLANTATIONS BERHAD |
| Stock Name | UTDPLT |
| Date Announced | 11 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | UP-130411-0B6D0 |
Particulars of substantial Securities Holder
| Name | Aberdeen Asset Management PLC and its Subsidiaries |
| Address | 10 Queen's Terrace, Aberdeen, AB10 1YG, Scotland |
| NRIC/Passport No/Company No. | 82015 |
| Nationality/Country of incorporation | Scotland |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each fully paid |
| Name & address of registered holder | Aberdeen Asset Management PLC and its Subsidiaries ("Aberdeen") 10 Queen's Terrace, Aberdeen,AB10 1YG, Scotland |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 05/04/2013 | 17,900 | |
| Acquired | 08/04/2013 | 13,100 |
| Remarks : |
| Form 29B was received on the 11 April 2013. |
CMSB - Notice of Shares Buy Back - Immediate Announcement
| Company Name | CAHYA MATA SARAWAK BERHAD |
| Stock Name | CMSB |
| Date Announced | 11 Apr 2013 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CM-130411-0F660 |
DLADY - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad - Skim Amanah Saham Bumiputera
| Company Name | DUTCH LADY MILK INDUSTRIES BERHAD |
| Stock Name | DLADY |
| Date Announced | 11 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-130411-59799 |
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 | Malaysia |
| 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 | 03/04/2013 | 3,000 |
MAS - Important Relevant Dates for Renounceable Rights
| Company Name | MALAYSIAN AIRLINE SYSTEM BERHAD |
| Stock Name | MAS |
| Date Announced | 11 Apr 2013 |
| Category | Important Relevant Dates for Renounceable Rights |
| Reference No | MA-130410-62378 |
| Rights Securities will be listed and quoted as the existing securities of the same class: | |||
| Yes | |||
| Other important dates as the listed issuer may deem appropriate: | |||
| Remarks : |
| The last date and time for acceptance, excess application and payment for the Rights Shares may be extended as may be determined and announced by the Board of Directors of MAS, not less than two (2) market days before the stipulated date and time. This announcement is dated 11 April 2013. |
TADMAX - GENERAL MEETINGS: OUTCOME OF MEETING
| Company Name | TADMAX RESOURCES BERHAD |
| Stock Name | TADMAX |
| Date Announced | 11 Apr 2013 |
| Category | General Meetings |
| Reference No | TR-130403-41593 |
| Type of Meeting | EGM |
| Indicator | Outcome of Meeting |
| Date of Meeting | 11/04/2013 |
| Time | 11:00 AM |
| Venue | Inspire Room, OWG, No. 10, Jalan Pelukis U1/46, Section U1, Temasya Industrial Park, Glenmarie, 40150 Shah Alam, Selangor Darul Ehsan |
| Outcome of Meeting | The Board of Directors of Tadmax Resources Berhad (formerly known as Wijaya Baru Global Berhad) ("Company") is pleased to announce that the shareholders of the Company have, at the Extraordinary General Meeting held today, 11 April 2013 at 11.00 a.m., approved all the resolutions as set out in the Notice of Extraordinary General Meeting dated 19 March 2013. This announcement is dated 11 April 2013. |
TCHONG - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | TAN CHONG MOTOR HOLDINGS BERHAD |
| Stock Name | TCHONG |
| Date Announced | 11 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | TC-130411-8408A |
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 RM0.50 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AMUNDI) Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) 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 | 08/04/2013 | 55,000 | |
| Acquired | 08/04/2013 | 260,000 | |
| Acquired | 08/04/2013 | 98,200 | |
| Acquired | 08/04/2013 | 63,900 |
| Remarks : |
| Form 29B dated 09/04/2013 from Employees Provident Fund Board was received by the Company on 11/04/2013. The percentage shareholding of Employees Provident Fund Board's direct interest is computed based on the share capital of the Company (less treasury shares) of 652,815,000 shares. |
POS - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | POS MALAYSIA BERHAD |
| Stock Name | POS |
| Date Announced | 11 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PM-130411-3AD12 |
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 RM0.50 each |
| Name & address of registered holder | 1) Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board 2) Employees Provident Fund Board 3) Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (RHB INV) 4) Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (CIMB PRI) 5) CItigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ARIM) 6) Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ABERDEEN) |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 08/04/2013 | 172,000 | |
| Acquired | 08/04/2013 | 100,000 |
| Remarks : |
| The total number of 38,801,800 shares are held as follows :- 1) 25,482,500 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board 2) 1,500,000 shares are registered in the name of Employees Provident Fund Board 3) 234,500 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (RHB INV) 4) 6,154,800 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (CIMB PRI) 5) 1,100,000 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ARIM) 6) 4,330,000 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ABERDEEN) The Form 29B dated 9 April 2013 was received by the Company on 11 April 2013. |
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