GPRO - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | GPRO TECHNOLOGIES BERHAD (ACE Market) |
| Stock Name | GPRO |
| Date Announced | 14 Jun 2013 |
| Category | General Announcement |
| Reference No | CS-130614-8F37C |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | GPRO TECHNOLOGIES BERHAD ("GPRO" or "The Company") - Share Purchase Agreement (Acquisition of Maxbeauty Cosmetics Sdn Bhd) |
1. INTRODUCTION The Board of GPRO Technologies Berhad (“GPRO”) wishes to announce that the Company had on 14 June 2013 entered into a Share Purchase Agreement with Welfare Holding Limited (“WHL”) for the proposed acquisition by GPRO of an additional 245,000 ordinary shares of RM1.00 each in Maxbeauty Cosmetics Sdn Bhd [Company no. 967305-M] (“MCSB”), representing 49% of the total issued and paid-up share capital of MCSB (“Proposed Acquisition”).
2. DETAILS OF THE PROPOSED ACQUISITION OF MCSB 2.1 Information of MCSB MCSB was incorporated in Malaysia on 10 November 2011 as a private limited company under the Companies Act, 1965. The current authorised share capital of MCSB is RM500,000 comprising 500,000ordinary shares of RM1.00 each which have been issued and fully paid-up. MCSB is principally engaged in the retail sale of skincare and cosmetic products. MCSB is 51% owned by GPRO and 49% owned by Welfare Holdings Limited (Company no. 1617524), incorporated in the British Virgin Islands. Upon the completion of the Proposed Acquisition, GPRO will hold 100% of the issued and paid up capital of MCSB. As MCSB was only incorporated on 10 November 2011, as such, the first audited Financial Statements that have been prepared were ended on 31 December 2012. 2.2 Basis of Purchase Consideration and Source of Funding The purchase consideration for the Proposed Acquisition of MCSB shall be satisfied by cash of RM650,000.00 (Ringgit Malaysia : Six Hundred and Fifty Thousand only). The total purchase consideration for the 49% equity interest in MCSB was arrived at on a willing buyer-willing seller basis after taking into consideration of the potential earnings of MCSB. The investment in MCSB would be sourced from internally generated funds of GPRO. Upon signing of the Share Purchase Agreement, RM500,000.00, (Ringgit Malaysia: Five Hundred Thousand only) representing 76.9% of the Purchase consideration was paid to WHL. The balance of the purchase consideration amounting to RM150,000.00(Ringgit Malaysia: One Hundred and Fifty Thousand only) will be paid within one hundred and twenty (120) days from the date of the Share Purchase Agreement. Save for the liabilities incurred in the ordinary course of business of MCSB, there are no other liabilities of MCSB to be assumed by GPRO pursuant to the Proposed Acquisition of MCSB.
3. INFORMATION ON WHL WHL (British Virgin Islands Co. No. 1617524), a company incorporated under the laws of the British Virgin Islands.
4. RATIONALE FOR THE PROPOSED ACQUISITION OF MCSB The Proposed Acquisition in MCSB represents an opportunity for GPRO to take a more proactive role to managing and finance its coming retail business. After MCSB has become GPRO’s wholly owned subsidiary, GPRO can have absolute discretion to decide on MCSB’s operating budget and formulation of strategic business development plan.
5. PROSPECTS AND RISK FACTORS 5.1 Overview of the Malaysian Economy The global economy grew at a modest pace in the first quarter of 2013. The growth in the US remained slow, while the economic performance in most European economies remained weak amidst the ongoing policy challenges and domestic structural concerns. In Asia, economic activity continued to expand, although at a slower pace, as domestic demand continued to outweigh weakness in external demand. Amid this weaker external environment, the Malaysian economy expanded by 4.1% in the first quarter (4Q 2012: 6.5%), supported by stronger domestic demand that expanded by 8.2% during the quarter (4Q 2012: 7.8%). On the supply side, while the domestic-oriented industries continued to register sustained growth, activity in the major economic sectors was weighed down by the weak external conditions. Domestic demand remained robust, increasing by 8.2% during the quarter (4Q 2012: 7.8%). Private consumption recorded a strong growth of 7.5% (4Q 2012: 6.2%), driven by sustained income growth and favourable labour market conditions. This was further supported by the implementation of the minimum wage policy. Growth in public consumption, however, moderated to 0.1% (4Q 2012: 1.2%), amidst lower spending on supplies and services. (Source: Economic and Financial Developments in Malaysia in the First Quarter of 2013, Bank Negara Malaysia)
5.2 Prospect of the Retail Sale of Cosmetics Industry The Board believes that the demand for cosmetic products is expected to increase in line with the growth of the domestic economy and the expected increase in private consumer spending. Rising incomes and improving lifestyle have made buying cosmetics productsincreasingly common, and the retail sale of cosmetics industry has benefited from these trends. These factors have increased the demand for affordable cosmetics products. 5.3Risk Factors The Proposed Acquisition of MCSB is subject to various risk factors which include amongst others, the general business and specific risks in relation to the retail sale cosmetics industries such as risks pertaining to maintenance of products license and/or branding, impact of government policies and regulation on retail sale of cosmetics and competition.
6. EFFECT OF THE PROPOSED ACQUISITION OF MCSB 6.1 Share Capital and Shareholding structure of the Substantial Shareholders The Proposed Acquisition of MCSB will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders of GPRO as it does not involve any allotment or issuance of new ordinary shares in GPRO. 6.2 Net assets and Earnings The Proposed Acquisition is not expected to have any material impact on the earning and net assets of GPRO Group for the financial year ending 31 December 2013 but is expected to contribute positively to the Group’s earning in the long term. 6.3 Gearing The Proposed Acquisition of MCSB has no effect on GPRO’s gearing. 6.4Substantial Shareholders The Proposed Acquisition will not have any effect on the shareholdings of the major shareholders of GPRO.
7. APPROVAL OF SHAREHOLDERS The investment is not subject to the approval of the Company’s shareholders as the highest percentage ratio applicable to the acquisition pursuant to paragraph 10.02(g) of the ACE Listing Requirement is 8.2.
8. INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND CONNECTED PERSONS None of the directors and/or major shareholders of GPRO as well as persons connected with them have any interest, direct and/or indirect in the Proposed Acquisition.
9. STATEMENT OF THE DIRECTORS The Board of Directors of the Company is the opinion that the Proposed Acquisition is in the best interest of GPRO Group.
10. OTHER MATTERS 10.1 Condition of the Proposed Acquisition of MCSB There is no requirement to obtain approval from government authorities for the proposed acquisition of MCSB. 10.2 Salient features of the share purchase agreement and place where the agreement may be inspected
The salient features of the share purchase agreement are as follows:- (a) The Purchase Consideration for the Shares shall be a cash consideration of Ringgit Malaysia Six Hundred and Fifty Thousand (RM 650,000.00). Ringgit Malaysia Five Hundred Thousand (RM500,000.00) to be paid to the Vendor (WHL) immediately upon the execution of this Agreement or on Completion of sale of shares, whichever is the later. The balance of the purchase consideration amounting to Ringgit Malaysia One Hundred and Fifty Thousand (RM150,000.00) will be paid within one hundred and twenty (120) days from the date of the Share Purchase Agreement.
(b) Subject to the terms and conditions of the sale and purchaseagreement, the Vendor (WHL) shall sell the Shares with full title guarantee and the Purchaser (GPRO) shall purchase the Shares free from all claims, charges, equities, liens, pledges, trust and other encumbrances and with all rights, benefits and entitlements attaching thereto as from the Completion Date (including without limitation, all dividends and distributions declared in respect thereof as at and from the Completion Date) upon the terms and subject to the conditions of this Agreement.A copy of the share purchase agreement is available for inspection during normal business hours on Mondays to Fridays (except public holidays) at the registered office address of the Company at 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur, Malaysia for a duration of three (3) months from the date of the share purchase agreement.
This announcement is dated 14 June 2013. | |
MTOUCHE - Notice of Shares Buy Back - Immediate Announcement
| Company Name | MTOUCHE TECHNOLOGY BERHAD (ACE Market) |
| Stock Name | MTOUCHE |
| Date Announced | 14 Jun 2013 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CA-130614-62335 |
MYETFDJ - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | MYETF DOW JONES ISLAMIC MARKET MALAYSIA TITANS 25 |
| Stock Name | MYETFDJ |
| Date Announced | 14 Jun 2013 |
| Category | General Announcement |
| Reference No | MD-130614-64052 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | MYETF DOW JONES ISLAMIC MARKET MALAYSIA TITANS 25 - Valuation Point as at 14-06-2013 Fund:MYETFDJ NAV per unit (RM):1.1452 Units in Circulation (units):256,700,000 Manager's Fee (%p.a):0.40 Trustee's Fee (%p.a):0.05 License Fee (%p.a):0.04 DJIM25 Index:1,017.62 |
CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE ASEAN 40 MALAYSIA |
| Stock Name | CIMBA40 |
| Date Announced | 14 Jun 2013 |
| Category | General Announcement |
| Reference No | OB-130614-66750 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE ASEAN 40 Malaysia Date: 14-Jun-2013 NAV per unit (RM): 1.6510 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: 11,279.26 |
CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
| Company Name | CIMB FTSE CHINA 25 |
| Stock Name | CIMBC25 |
| Date Announced | 14 Jun 2013 |
| Category | General Announcement |
| Reference No | OB-130614-66657 |
| Type | Announcement |
| Subject | NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE |
| Description | Fund: CIMB FTSE China 25 Date: 14-Jun-2013 NAV per unit (RM): 0.8426 Units in circulation (units): 30,550,000.00 Management Fee (% p.a.): 0.60 Trustee Fee (% p.a.): 0.08 Index Licence Fee (% p.a.): 0.04 FTSE/Xinhua China 25 Index: 14,834.54 |
POS - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | POS MALAYSIA BERHAD |
| Stock Name | POS |
| Date Announced | 14 Jun 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PM-130614-5B3D6 |
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 | 11/06/2013 | 500,000 |
| Remarks : |
| The total number of 42,366,200 shares are held as follows :- 1) 27,492,300 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) 762,800 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (RHB INV) 4) 7,033,900 shares are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (CIMB PRI) 5) 1,247,200 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 12 June 2013 was received by the Company on 14 June 2013. |
POS - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")
| Company Name | POS MALAYSIA BERHAD |
| Stock Name | POS |
| Date Announced | 14 Jun 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PM-130614-91224 |
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. | NIL |
| Nationality/Country of incorporation | Japan |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.50 each |
| Name & address of registered holder | 1) Aberdeen Asset Management PLC ("Aberdeen") and its subsidiaries 10 Queen's Terrace Aberdeen, AB10 1YG, Scotland. 2) KOKUSAI Asset Management Co., Ltd. ("KOKUSAI") 1-1, Marunouchi 3-Chome, Chiyoda-ku, Tokyo, 100-0005, Japan 3) Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. 4) AMP Capital Holdings Limited ("AMP") and its subsidiaries Level 24 AMP Sydney Cove Building 33Alfred Street Sydney, NSW 2000, Australia. |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 10/06/2013 | 16,800 |
| Remarks : |
| The total number of 72,322,224 shares are held as follows :- 1) 70,591,500 shares are registered in the name of Aberdeen Asset Management PLC and its subsidiaries. 2) 335,000 shares are registered in the name of KOKUSAI Asset Management Co., Ltd. 3) 924,724 shares are registered in the name of Morgan Stanley & Co. International plc. 4) 471,000 shares are registered in the name of AMP Capital Holdings Limited and its subsidiaries. The Form 29B dated 13 June 2013 was received by the Company on 14 June 2013. |
PCHEM - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | PETRONAS CHEMICALS GROUP BERHAD |
| Stock Name | PCHEM |
| Date Announced | 14 Jun 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PC-130614-3EEAB |
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 RM0.10 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 11/06/2013 | 1,190,100 |
| Remarks : |
| Form 29B dated 12 June 2013 was received by the Company on 14 June 2013. |
LBS - Changes in Director's Interest (S135) - MEJ. (K) DATO' LIM HOCK SING
| Company Name | LBS BINA GROUP BERHAD |
| Stock Name | LBS |
| Date Announced | 14 Jun 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | LB-130614-623CD |
Information Compiled By KLSE
Particulars of Director
| Name | MEJ. (K) DATO' LIM HOCK SING |
| Address | 83, Jalan SS7/2, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan. |
| 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 | 100,000 | ||
Acquired | 200,000 |
| Circumstances by reason of which change has occurred | Open market purchase |
| Nature of interest | Indirect |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 14/06/2013 |
| Remarks : |
| Other securities of LBS held as at 14.06.2013:- Total LBS shares : 196,221,960 shares (held through Intelrich Sdn Bhd) and 158,000 shares (held through spouse) Total Options under ESOS : 1,875,000 options Total LBS 2008/2018 Warrants : 54,800 warrants (held through spouse)and 104,078,946 warrants (held through Intelrich Sdn Bhd) |
LBS - Changes in Director's Interest (S135) - DATO' LIM HOCK SAN
| Company Name | LBS BINA GROUP BERHAD |
| Stock Name | LBS |
| Date Announced | 14 Jun 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | LB-130614-623D0 |
Information Compiled By KLSE
Particulars of Director
| Name | DATO' LIM HOCK SAN |
| Address | No. 9, Legenda Putera (Jalan PJU 1A/57), Damansara Legenda, 47410 Petaling Jaya, Selangor Darul Ehsan. |
| 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 | 100,000 | ||
Acquired | 200,000 |
| Circumstances by reason of which change has occurred | Open market purchase |
| Nature of interest | Indirect |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 14/06/2013 |
| Remarks : |
| Other securities of LBS held as at 14.06.2013:- Total LBS shares :6,425,400 (own name), 196,221,960 shares (held through Intelrich Sdn Bhd) and 90,000 shares (held through spouse) Total Options under ESOS : 2,100,000 options Total LBS 2008/2018 Warrants : 104,078,946 warrants (held through Intelrich Sdn Bhd). |
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