MICROLN - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
| Company Name | MICROLINK SOLUTIONS BERHAD (ACE Market) |
| Stock Name | MICROLN |
| Date Announced | 23 Jul 2013 |
| Category | General Announcement |
| Reference No | CC-130723-65794 |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | MICROLINK SOLUTIONS BERHAD ("MSB" OR "THE COMPANY") - NOTICE TO SHAREHOLDERS OF MSB IN RELATION TO THE UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY FORMIS HOLDINGS BERHAD ("FHB" OR "THE OFFEROR") THROUGH RHB INVESTMENT BANK BERHAD TO ACQUIRE THE FOLLOWING:- I. ALL THE REMAINING ORDINARY SHARES OF RM0.10 EACH IN MSB ("MSB SHARE") WHICH ARE NOT ALREADY OWNED BY THE OFFEROR; AND II. ALL THE NEW MSB SHARES THAT MAY BE ALLOTTED AND ISSUED UP TO THE CLOSE OF THE OFFER PURSUANT TO THE EXERCISE OF ANY OUTSTANDING OPTIONS GRANTED UNDER MSB’S EXISTING EMPLOYEE SHARE OPTION SCHEME (“ESOS”); FOR A CASH CONSIDERATION OF RM0.60 FOR EVERY ONE (1) MSB SHARE. |
We wish to announce that MSB has received the attached press notice from RHB Investment Bank Berhad, on behalf of the Offeror. As such, the Offer has become unconditional as of today, Tuesday, 23 July 2013 ("Unconditional Date"). The Offer shall remain open for acceptances up to 5.00 p.m. (Malaysian time) on Monday, 12 August 2013 being the last closing date of the Offer. MSB further announce that the public shareholding spread of MSB was 7.87% based on the Record of Depositors of MSB as at 22 July 2013. As a result of the above, MSB is not in compliance with Rule 8.02(1) of the ACE Market Listing Requirements (“Listing Requirements”). As the public shareholding spread of MSB is less than 10% of the total MSB Shares in issue, pursuant to Rule 16.02(2) of the Listing Requirements, Bursa Securities shall suspend the trading of MSB Shares immediately upon the expiry of 30 market days from the date of this announcement. The suspension will be effected on 6 September 2013, being the market day immediately following the expiry of 30 market days from the date of this announcement. Once the suspension pursuant to Rule 16.02(2) of the Listing Requirements is effected, it will only be uplifted by Bursa Securities upon full compliance with the required public shareholding spread or as may be determined by Bursa Securities. The Board further informed that Bursa Securities had vide its letter dated 15 April 2013 granted the Company an extension of time of 6 months until 27 August 2013 to comply with the public shareholding spread requirement pursuant to Rule 8.02(1) of the Listing Requirements. This announcement is dated 23 July 2013.
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SYMLIFE - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):COMBINATION OF NEW ISSUE OF SECURITIES
| Company Name | SYMPHONY LIFE BERHAD |
| Stock Name | SYMLIFE |
| Date Announced | 23 Jul 2013 |
| Category | General Announcement |
| Reference No | MI-130723-62199 |
| Type | Announcement |
| Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) COMBINATION OF NEW ISSUE OF SECURITIES |
| Description | SYMPHONY LIFE BERHAD (“SYMLIFE” OR “COMPANY”) (I) PROPOSED BONUS ISSUE OF WARRANTS; (II) PROPOSED ISSUANCE OF WARRANTS TO ESTS; AND (III) PROPOSED ISSUANCE OF WARRANTS TO DIRECTORS (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) |
On behalf of the Board of Directors of SymLife (“Board”), AFFIN Investment Bank Berhad (“AFFIN Investment”) wishes to announce that the Company is proposing to undertake the following proposals in relation to the issuance of warrants in the Company (“Warrants”): (i) proposed bonus issue of up to 77,500,000 Warrants on the basis of 1 Warrant for every 4 existing ordinary shares of RM1.00 each in SymLife (“SymLife Shares” or “Shares”) held on an entitlement date to be determined and announced later by the Board (“Proposed Bonus Issue of Warrants”); (ii) proposed issuance of 12,500,000 free Warrants to RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (“Trustee”) as Trustee for the Employee Share Trust Scheme (“ESTS”) of SymLife (“Proposed Issuance of Warrants to ESTS”); and (iii) proposed issuance of 17,500,000 free Warrants to the Directors of SymLife (“Proposed Issuance of Warrants to Directors”). Further details on the Proposals are set out in the attachment. This announcement is dated 23 July 2013.
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ORIENT - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc. ("MUFG")
| Company Name | ORIENTAL HOLDINGS BERHAD |
| Stock Name | ORIENT |
| Date Announced | 23 Jul 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-130723-BB625 |
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 stocks of RM1.00 each |
| Name & address of registered holder | Aberdeen Asset Management PLC ("Aberdeen") and its subsidiaries 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 | 18/07/2013 | 189,600 |
| Remarks : |
| This Notice was received on 23 July 2013. |
KINSTEL - OTHERS Mining Agreement between Kebawah Duli Yang Maha Mulia (“KDYMM Sultan of Pahang”) Sultan Haji Ahmad Shah Al-Musta'in Billah Ibni Al-Marhum Sultan Abu Bakar Ri'ayatuddin Al-Mu'adzam Shah (“the License Holder”) and Kinsteel Bhd ("the Miner").
| Company Name | KINSTEEL BHD |
| Stock Name | KINSTEL |
| Date Announced | 23 Jul 2013 |
| Category | General Announcement |
| Reference No | CK-130723-63687 |
| Type | Announcement |
| Subject | OTHERS |
| Description | Mining Agreement between Kebawah Duli Yang Maha Mulia (“KDYMM Sultan of Pahang”) Sultan Haji Ahmad Shah Al-Musta'in Billah Ibni Al-Marhum Sultan Abu Bakar Ri'ayatuddin Al-Mu'adzam Shah (“the License Holder”) and Kinsteel Bhd ("the Miner"). |
1. INTRODUCTION The Board of Directors of Kinsteel Bhd (“Kinsteel” or “the Group”) is pleased to announce that Kinsteel has today entered into a Mining Agreement with KDYMM Sultan of Pahang for the exclusive right to carry out mining operation of all types of iron ore and other minerals at Kuala Lipis, Pahang Darul Makmur. The mining site measures approximately 500.0 acres (“the Parcel”). 2. SUMMARY OF THE SALIENT TERMS AND CONDITIONS OF THE AGREEMENT: • The Miner amongst its primary responsibilities include mining, excavating and carrying away the iron ore found on the Parcel (“Mining Operation”); and • The Miner shall commence Mining Operation in three (3) to six (6) months and is currently working towards getting all the necessary approvals required from the relevant authorities. 3. RATIONALE 4. FINANCIAL EFFECTS The Mining Agreement will not have any effect on the issued and paid-up share capital of Kinsteel, the substantial shareholders’ shareholding in Kinsteel and net assets of Kinsteel. The effect of the Mining Operation on Kinsteel’s gearing can only be determined upon finalization of the proportion of bank borrowings (if any) and internally generated funds to be used as source of fund for the Mining Operation. The utilization of bank borrowings to finance the Mining Operation (if any) is expected to result in an immediate increase in interest expense. 5. DIRECTORS’ STATEMENT The Directors of Kinsteel are of the opinion that the Mining Operation are in the best interest of the Group and expected to contribute positively to the future earnings of the Group. 6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors, major shareholders or persons connected with the Directors and/or major shareholders of Kinsteel has any interest, direct or indirect, in the Mining Operation. 7. DOCUMENTS AVAILABLE FOR INSPECTION This announcement is dated 23 July 2013. | |
SILVER - OTHERS SILVER BIRD GROUP BERHAD (“SBGB” or “the Company”) - Proposed Interim Funding
| Company Name | SILVER BIRD GROUP BERHAD |
| Stock Name | SILVER |
| Date Announced | 23 Jul 2013 |
| Category | General Announcement |
| Reference No | CC-130723-67889 |
| Type | Announcement |
| Subject | OTHERS |
| Description | SILVER BIRD GROUP BERHAD (“SBGB” or “the Company”) - Proposed Interim Funding |
Reference is made to the announcement of the Company dated 4 July 2013 informing that the Court has granted an order to the effect that leave is granted to Standard Confectionery Sdn Bhd (“SCSB”) to dispose of certain of its unencumbered assets to a wholly-owned subsidiary, Ivory Overpower Sdn Bhd (“IOSB”), in connection with a proposed interim funding arrangement of up to RM25.0 million by certain major shareholders of the Company or any other third party investors. Further to the abovementioned announcement, the Company wishes to announce that on 23 July 2013, the Company and IOSB have entered into an agreement dated 22 July 2013 (“the Agreement”) with Sunsci Holdings Sdn Bhd and Covenant Equity Consulting Sdn Bhd to obtain funding of RM16.0 million. The funding is necessary for the Group to immediately start to implement its business turnaround plans pending the approval and implementation of its Regularisation Plan under Practice Note 17 of Bursa Malaysia Securities Berhad’s (“Bursa Securities”) Main Market Listing Requirements (“the Regularisation Plan”). The salient terms of the funding arrangement are as follows: (a) The interim funding will be raised via the issuance of 8% redeemable preference shares (“RPS”) by IOSB; (c) The interim funding will be utilised to carry out urgent repairs to the machinery and equipment of the Group, to fund a relocation exercise (if and when it is appropriate to do so), and as additional working capital for the Group; (d) Subject to the approval of the relevant authorities, including Bursa Securities:
(e) A management team comprising the existing management team of the Group, new recruits and the representatives of the investors shall be tasked with spearheading the turnaround efforts, and incentivised by, inter alia, 20% of the share (and free warrants) entitlements of the investors in (d) above; (g) An employee share option scheme will also be implemented as an added measure to motivate and drive performance amongst the employees and the existing directors. Upon finalisation, anappropriate announcement with regards any variation to the Regularisation Plan submitted to Bursa Securities will be made accordingly. This announcement is dated 23 July 2013. | |
IRMGRP - Change in Boardroom
| Company Name | IRM GROUP BERHAD |
| Stock Name | IRMGRP |
| Date Announced | 23 Jul 2013 |
| Category | Change in Boardroom |
| Reference No | CS-130723-BAEA3 |
| Date of change | 23/07/2013 |
| Name | Chan Kam Fut |
| Age | 64 |
| Nationality | Malaysian |
| Designation | Chairman |
| Directorate | Independent & Non Executive |
| Type of change | Resignation |
| Reason | Due to other work commitments |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | |
| Working experience and occupation | |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
| Remarks : |
| Following the resignation, Mr. Chan Kam Fut ceased as the Chairman of the Risk Management Committee and a member of the Audit Committee and Nominating and Remuneration Committee of the Company. |
IRMGRP - Change in Audit Committee
| Company Name | IRM GROUP BERHAD |
| Stock Name | IRMGRP |
| Date Announced | 23 Jul 2013 |
| Category | Change in Audit Committee |
| Reference No | CS-130723-BAEA5 |
| Date of change | 23/07/2013 |
| Name | Dr. Baharuddin Bin Abdul Ghani |
| Age | 59 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Member of Audit Committee |
| Directorate | Non Independent & Non Executive |
| Qualifications | - Bachelor of Science, 1978, Western Michigan University, United States of America - Master of Science, 1980, Wright State University, United States of America - Doctorate in Philosophy, 1987, University of New South Wales, Australia |
| Working experience and occupation | He served as a Lecturer at the Department of Biotechnology, University Putra Malaysia (1989-1994); Research and Development Manager of Land & General Berhad (1994-1997); Director, Electronic Sensor Technology Inc., California (1995-2002); and President and Director, Crystal Clear Technology Sdn Bhd (1997-2004). In 2005, he was appointed Project Consultant and Senior Researcher with FELDA/UPM/Kyushu Institute of Technology - the Research Consultant with Environmental Biotechnology research group, University Putra Malaysia (UPM). In 2006, he joined Malaysian Agrifood Corporation Bhd, a Khazanah owned company, where he is currently Senior Vice President of Horticulture Business and Human Capital Management. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | 100 ordinary shares of RM0.50 each |
| Composition of Audit Committee (Name and Directorate of members after change) | 1. Mr. Sitsabasan A/L K.V. Velautham (Chairman) - Independent Non-Executive Director 2. Encik Mohamed Ariff Bin Tar Mohamed (Member) - Independent Non-Executive Director 3. Dr. Baharuddin bin Abdul Ghani (Member) - Non-Independent Non-Executive Director |
IRMGRP - OTHERS IRM GROUP BERHAD ("IRMGB" or "THE COMPANY") - DISSOLUTION OF RISK MANAGEMENT COMMITTEE
| Company Name | IRM GROUP BERHAD |
| Stock Name | IRMGRP |
| Date Announced | 23 Jul 2013 |
| Category | General Announcement |
| Reference No | CS-130723-BAEA6 |
| Type | Announcement | ||
| Subject | OTHERS | ||
| Description | IRM GROUP BERHAD ("IRMGB" or "THE COMPANY") - DISSOLUTION OF RISK MANAGEMENT COMMITTEE | ||
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IRMGRP - Change in Audit Committee
| Company Name | IRM GROUP BERHAD |
| Stock Name | IRMGRP |
| Date Announced | 23 Jul 2013 |
| Category | Change in Audit Committee |
| Reference No | CS-130723-BAEA4 |
| Date of change | 23/07/2013 |
| Name | Chan Kam Fut |
| Age | 64 |
| Nationality | Malaysian |
| Type of change | Resignation |
| Designation | Member of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | |
| Working experience and occupation | |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
| Composition of Audit Committee (Name and Directorate of members after change) | 1. Mr. Sitsabasan A/L K.V. Velautham (Chairman) - Independent Non-Executive Director 2. Encik Mohamed Ariff Bin Tar Mohamed (Member) - Independent Non-Executive Director 3. Dr. Baharuddin bin Abdul Ghani (Member) - Non-Independent Non-Executive Director |
RAPID - Changes in Sub. S-hldr's Int. (29B) - Lim Fung Neng
| Company Name | RAPID SYNERGY BERHAD |
| Stock Name | RAPID |
| Date Announced | 23 Jul 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-130723-A6CD3 |
Particulars of substantial Securities Holder
| Name | Lim Fung Neng |
| Address | 16, Jalan Bayu 8 Bukit Gita Bayu Serdang 43300 Seri Kembangan Selangor |
| NRIC/Passport No/Company No. | 471211-10-5103 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Lim Fung Neng 16, Jalan Bayu 8 Bukit Gita Bayu Serdang 43300 Seri Kembangan Selangor |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Remarks : |
| The notice was received from Lim Fung Neng on 23 July 2013. |
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