June 21, 2013

Company announcements: TROP, OCTAGON, PICORP, MAHSING

TROP - Changes in Sub. S-hldr's Int. (29B) - GOLDEN DIVERSITY SDN BHD

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameTROPICANA CORPORATION BERHAD  
Stock Name TROP  
Date Announced21 Jun 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDC-130621-1E0B5

Particulars of substantial Securities Holder

NameGOLDEN DIVERSITY SDN BHD
AddressC-06-02, 6th Floor, Block C, Wisma TT
No. 1, Jalan PJS 8/15, Dataran Mentari
46150 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.329212-V
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderGolden Diversity Sdn Bhd and/or various bare trustees' pledged and non-pledged securities accounts
C-06-02, 6th Floor, Block C, Wisma TT
No. 1, Jalan PJS 8/15, Dataran Mentari
46150 Petaling Jaya
Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed12/06/2013
200,000
 

Circumstances by reason of which change has occurredDisposal of shares via Direct Business Deal.
Nature of interestDirect interest.
Direct (units)163,986,016 
Direct (%)17.47 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change163,986,016
Date of notice17/06/2013

OCTAGON - PROPOSED DISPOSAL OF THE ENTIRE EQUITY SHAREHOLDING IN ADVANCED PYROTECH SDN BHD (“APT”), A WHOLLY OWNED SUBSIDIARY OF OCTAGON FOR A CASH CONSIDERATION OF RM30.0 MILLION PURSUANT TO THE REGULARIZATION EXERCISE OF OCTAGON CONSOLIDATED BERHAD ("OCTAGON")

Announcement Type: General Announcement
Company NameOCTAGON CONSOLIDATED BERHAD  
Stock Name OCTAGON  
Date Announced21 Jun 2013  
CategoryGeneral Announcement
Reference NoOC-130621-50049

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDZO-130620-55168
SubjectPROPOSED DISPOSAL OF THE ENTIRE EQUITY SHAREHOLDING IN ADVANCED PYROTECH SDN BHD (“APT”), A WHOLLY OWNED SUBSIDIARY OF OCTAGON FOR A CASH CONSIDERATION OF RM30.0 MILLION PURSUANT TO THE REGULARIZATION EXERCISE OF OCTAGON CONSOLIDATED BERHAD ("OCTAGON")
DescriptionPROPOSED DISPOSAL OF THE ENTIRE EQUITY SHAREHOLDING IN ADVANCED PYROTECH SDN BHD (“APT”), A WHOLLY OWNED SUBSIDIARY OF OCTAGON FOR A CASH CONSIDERATION OF RM30.0 MILLION PURSUANT TO THE REGULARIZATION EXERCISE OF OCTAGON
Query Letter Contents We refer to your Company's announcement dated 18 June 2013 in respect of the
above matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-

1. The net profits of APT based on the latest audited accounts.
2 .The justification for the disposal consideration.
3. To quantify the adjusted asset value of APT, details of the adjustments and
whether it is based on the latest audited accounts.
4. The original cost of investment and the date of investment in APT.
5. To incorporate details of the settlement pursuant to the DSA.
6. The effect of the proposed disposal on the gearing of Octagon.
7. The expected gains or losses to the group.
8. The highest percentage ratio applicable to the proposed disposal pursuant to
paragraph 10.02(g) of the Listing Requirements.
9. To also state whether the disposal is the requisite announcement pursuant to
the obligation under Practice Note 17.
10.To disclose relevant information under Part I of Appendix 10A, where
applicable.

Please furnish Bursa Securities with your reply via an announcement within one
(1) market day from the date hereof.
Yours faithfully


SUZALINA HARUN
Head, Issuers
Listing Division
Regulation
WCY / ZOOS
copy to:- General Manager & Head, Market Surveillance Department, Securities
Commission (via fax)

We refer to our announcements dated 18 and 19 June 2013 (“Announcements”) and Bursa Malaysia Securities Berhad’s letter dated 20 June 2013 in relation to the above matter.

Unless otherwise stated, defined terms used in this announcement shall carry the same meanings as defined in the Announcements.

The Board of Directors of Octagon wishes to provide additional information below for public release.


1. The net profits of APT based on the latest audited accounts.

The net losses of APT based on the latest audited accounts of APT for the year ended 31 October 2012 is RM12,958,912.0.

 

2. The justification for the disposal consideration.

Referring to paragraph 2.4 of the Announcements, the Consideration Price of RM30,000,000.0 was arrived at on the basis of “willing buyer-wiling seller” after taking into consideration the realizable values of its assets i.e. land, building and machinery on forced sale basis.

 

3. To quantify the adjusted asset value of APT, details of the adjustments and whether it is based on the latest audited accounts.

Land and building:  RM25.5million
Machinery: RM5.0million

 

The carrying value for property, plant and machinery in the audited accounts of APT as at 31 October 2012 is stated at RM30.8million.
The carrying value for capital work in progress (machinery) in the audited accounts of APT as at 31 October 2012 is stated at RM74.9million.

 

4. The original cost of investment and the date of investment in APT.

The original cost of investment of Octagon in APT is RM14.77million as at 31 Oct 2007 for its 49% equity. Subsequently, it acquired the remaining 51% equity in APT for RM27.77million as at 30 July 2008.

5. The incorporate details of the settlement pursuant to the DSA.

The cash proceeds from the Proposed Disposal of APT of RM30.0 million is payable to KFH as part of the DSA. Please refer to the announcement dated 19 March 2013 on DSA for further details.

 

6. The effect of the proposed disposal on the gearing of Octagon.

The Proposal Disposal of APT forms only a part of the entire debt settlement pursuant to the DSA amounting to RM62.7million cash and RM10.0million RCCPS.  Thus, the waiver for the principal debt and interest pursuant to the settlement of the DSA is only applicable once the entire debt settlement is implemented. For illustration purposes, the Proposed Disposal will reduce the gearing of the Group via a waiver of principal debt and interest of RM52.55 million based on the cut-off of 31 October 2011 and further waiver of interest for the year 2012 of approximately 6.14million. Thus, the gearing of the Group will be reduced to about RM84.44million from RM194.65million as at 31 October, 2012 upon the implementation of the DSA.  

  

7. The expected gains or losses to the group.

Pursuant to the Proposed Disposal of APT is a writeback of impairment provision amounting to RM5million for the year ending 31 October 2013.

8. The highest percentage ratio applicable to the proposed disposal pursuant to paragraph 10.02(g) of Listing Requirements.

The highest percentage ratio pursuant to paragraph 10.02(g) of Listing Requirements is the percentage ratio is 964.3%.

 

9. To also state whether the disposal is the requisite announcement pursuant to the obligation under Practise Note 17.

No, this disposal is not the requisite announcement pursuant to the obligation under Practise Note 17.

 

10. To disclose relevant information under Part I of Appendix 10A, where applicable.

(1) Identity of the independent adviser, the date of its appointment and a statement explaining the role of the independent adviser.

The Independent adviser (“IA”) is being finalised with the terms of the IA is being looked at by the Main Adviser. An announcement will be made together with the statement on the role of independent adviser once the appointment is effected.


(2) Identity of the ultimate offeror as defined in the Take-Overs and Mergers Code as if the Major Disposal were the proposed take-over offer.

This disposal does not trigger the Take-Overs and Mergers Code.

 

(3) A statement whether the board of directors is seeking other alternative bids.

Not applicable as above.

 

(4) Where the consideration for the Major Disposal is by way of cash or partly in cash, a statement whether the acquirer has sufficient financial resources to undertake the acquisition.

We have been informed by ECB that they are arranging for financing facility to finance the above acquisition.



This announcement is dated 21 June 2013.

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

Announcement Type: General Announcement
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryGeneral Announcement
Reference NoCK-130618-68572

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuan to Paragraph 14.09(a) of the Listing Requirements of Bursa Malaysia Securities Berhad, the following Directors of the Company have transacted dealings in the securities of the Company, as set out in the Table hereunder.

Name of Director

Date of Transaction

Price per Transaction (RM)

No. of Shares Disposed

Direct

Indirect

No. of ordinary shares of RM0.10 each

%

No. of ordinary shares of RM0.10 each

%

Zaid Bin Abdullah

18 June 2013

0.1300

-

-

6,297,139

0.96

Zaidah Binti Mohd Salleh

18 June 2013

0.1300

-

-

6,297,139

0.96


PICORP - Changes in Director's Interest (S135) - ZAID BIN ABDULLAH

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCK-130618-68327

Information Compiled By KLSE

Particulars of Director

NameZAID BIN ABDULLAH
AddressNO. 10 JALAN SRI PETALING 6
BANDAR BARU SRI PETALING
57000 KUALA LUMPUR
Descriptions(Class & nominal value)ORDINARY SHARES OF RM0.10 EACH

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
18/06/2013
6,297,139
0.130 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES BY ZAIYADAL KELUARGA SDN BHD
Nature of interestINDIRECT
Consideration (if any) 

Total no of securities after change

Direct (units)47,925,100 
Direct (%) 
Indirect/deemed interest (units)305,957,222 
Indirect/deemed interest (%) 
Date of notice21/06/2013

PICORP - Changes in Director's Interest (S135) - ZAIDAH BINTI MOHD SALLEH

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCK-130618-68105

Information Compiled By KLSE

Particulars of Director

NameZAIDAH BINTI MOHD SALLEH
AddressNO. 10 JALAN SRI PETALING 6
BANDAR BARU SRI PETALING
57000 KUALA LUMPUR
Descriptions(Class & nominal value)ORDINARY SHARES OF RM0.10 EACH

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
18/06/2013
6,297,139
0.130 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES BY ZAIYADAL KELUARGA SDN BHD
Nature of interestINDIRECT
Consideration (if any) 

Total no of securities after change

Direct (units)8,668,000 
Direct (%) 
Indirect/deemed interest (units)345,214,322 
Indirect/deemed interest (%) 
Date of notice21/06/2013

PICORP - Changes in Sub. S-hldr's Int. (29B) - ZAID BIN ABDULLAH

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-130618-67672

Particulars of substantial Securities Holder

NameZAID BIN ABDULLAH
AddressNO. 10 JALAN SRI PETALING 6
BANDAR BARU SRI PETALING
57000 KUALA LUMPUR
NRIC/Passport No/Company No.511215-10-5665
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.10 EACH
Name & address of registered holderZAIYADAL KELUARGA SDN BHD
SUITE 5.02, MERCU PICORP
LOT 10 JALAN ASTAKA U8/84
BUKIT JELUTONG
40150 SHAH ALAM
SELANGOR DARUL EHSAN

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed18/06/2013
6,297,139
0.130 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES BY ZAIYADAL KELUARGA SDN BHD
Nature of interestINDIRECT
Direct (units)47,925,100 
Direct (%) 
Indirect/deemed interest (units)305,957,222 
Indirect/deemed interest (%) 
Total no of securities after change353,882,322
Date of notice21/06/2013

PICORP - Changes in Sub. S-hldr's Int. (29B) - ZAIYADAL KELUARGA SDN BHD

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-130618-66786

Particulars of substantial Securities Holder

NameZAIYADAL KELUARGA SDN BHD
AddressSUITE 5.02, MERCU PICORP
LOT 10, JALAN ASTAKA U8/84
BUKIT JELUTONG
40150 SHAH ALAM SELANGOR DARUL EHSAN
NRIC/Passport No/Company No.243673 V
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.10 EACH
Name & address of registered holderZAIYADAL KELUARGA SDN BHD
SUITE 5.02, MERCU PICORP
LOT 10, JALAN ASTAKA U8/84
BUKIT JELUTONG
40150 SHAH ALAM SELANGOR DARUL EHSAN

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed18/06/2013
6,297,139
0.130 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES
Nature of interestDIRECT
Direct (units)297,005,722 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change297,005,722
Date of notice21/06/2013

PICORP - Changes in Sub. S-hldr's Int. (29B) - ZAIDAH BINTI MOHD SALLEH

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePROGRESSIVE IMPACT CORPORATION BERHAD  
Stock Name PICORP  
Date Announced21 Jun 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-130618-67308

Particulars of substantial Securities Holder

NameZAIDAH BINTI MOHD SALLEH
AddressNO. 10 JALAN SRI PETALING 6
BANDAR BARU SRI PETALING
57000 KUALA LUMPUR
NRIC/Passport No/Company No.541003-10-5580
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.10 EACH
Name & address of registered holderZAIYADAL KELUARGA SDN BHD
SUITE 5.02, MERCU PICORP
LOT 10, JALAN ASTAKA U8/84
BUKIT JELUTONG
40150 SHAH ALAM
SELANGOR DARUL EHSAN

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed18/06/2013
6,297,139
0.130 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES BY ZAIYADAL KELUARGA SDN BHD
Nature of interestINDIRECT
Direct (units)8,668,000 
Direct (%) 
Indirect/deemed interest (units)345,214,322 
Indirect/deemed interest (%) 
Total no of securities after change353,882,322
Date of notice21/06/2013

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

Announcement Type: General Announcement
Company NameMAH SING GROUP BERHAD  
Stock Name MAHSING  
Date Announced21 Jun 2013  
CategoryGeneral Announcement
Reference NoMS-130619-F720C

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Directors and Principal Officers have given their notices of dealings in the securities of Mah Sing Group Berhad as detailed hereunder:

Name of Directors

Description of Securities

Date of Transaction

Type of Transaction

Price per Share

No. of Shares

% of Issued Share Capital

Dato’ Ng Poh Seng

Ordinary shares of RM0.50 each

18.06.2013

Exercise of ESOS options

RM1.49

826,810

0.073

Dato’ Lim Kiu Hock

Ordinary shares of RM0.50 each

18.06.2013

Exercise of ESOS options

RM1.49

413,000

0.037

This announcement is dated 21 June 2013.

Name of Principal Officers

Description of Securities

Date of Transaction

Type of Transaction

Price per Share

No. of Shares

% of Issued Share Capital

Hong Hock Seng

Ordinary shares of RM0.50 each

18.06.2013

Exercise of ESOS options

RM1.49

436,766

0.039

Ng Heng Phai

Ordinary shares of RM0.50 each

18.06.2013

Exercise of ESOS options

RM1.49

500,000

0.044

James Andrew Bruyns

Ordinary shares of RM0.50 each

18.06.2013

Exercise of ESOS options

RM1.49

700,000

0.062


MAHSING - Changes in Director's Interest (S135) - Dato' Ng Poh Seng

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMAH SING GROUP BERHAD  
Stock Name MAHSING  
Date Announced21 Jun 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoMS-130619-F7202

Information Compiled By KLSE

Particulars of Director

NameDato' Ng Poh Seng
AddressPenthouse Suite 1, Wisma Mah Sing, No. 163, Jalan Sungai Besi, 57100 Kuala Lumpur
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
18/06/2013
826,810
 

Circumstances by reason of which change has occurredExercise of options under Employees' Share Option Scheme
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)853,610 
Direct (%)0.076 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice21/06/2013

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