August 7, 2013

Company announcements: SKPRES, SAMUDRA, DESTINI, TIMWELL, SPSETIA, GADANG, BRAHIMS, WCT

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

Announcement Type: General Announcement
Company NameSKP RESOURCES BHD  
Stock Name SKPRES  
Date Announced7 Aug 2013  
CategoryGeneral Announcement
Reference NoCS-130807-0C4C2

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionSKP RESOURCES BHD ("SKP" OR "THE COMPANY")
- PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE")
The Board of Directors of SKP wishes to announce that the Company intends to seek the approval of its shareholders for the Proposed Renewal of Shareholders' Mandate at the forthcoming Annual General Meeting of the Company.

A circular to shareholders containing information on the Proposed Renewal of Shareholders' Mandate will be issued to the shareholders of SKP in due course.

This announcement is dated 7 August 2013.


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

Announcement Type: General Announcement
Company NameKEJURUTERAAN SAMUDRA TIMUR BERHAD  
Stock Name SAMUDRA  
Date Announced7 Aug 2013  
CategoryGeneral Announcement
Reference NoCS-130807-2981F

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionKEJURUTERAAN SAMUDRA TIMUR BERHAD (“KSTB” OR THE “COMPANY”)
- PROPOSED DISPOSAL BY KSTB OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF SAMUDRA OIL SERVICES SDN BHD (“SAMUDRA OIL”) TO DESTINI BERHAD ("DESTINI") FOR AN INDICATIVE DISPOSAL CONSIDERATION OF RM80.00 MILLION TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF NEW ORDINARY SHARES OF RM0.10 EACH IN DESTINI
1. INTRODUCTION
      The Board of Directors of KSTB (“Board”) wishes to announce that KSTB had, on 7 August 2013, entered into a Heads of Agreement (“HOA”) in relation to the proposed disposal of the entire issued and paid-up share capital of Samudra Oil (“Sale Shares”) to Destini at an indicative disposal consideration of RM80.00 million (“Indicative Disposal Consideration”) (“Proposed Disposal”) to be satisfied entirely via the issuance of 228,571,428 new ordinary shares of RM0.10 each in Destini ("Destini Share(s)" or "Share(s)") at an issue price of RM0.35 each ("Consideration Shares") ("Proposed Disposal").
      For information purposes, the issue price of RM0.35 per Consideration Share represents the five (5)-day weighted average market price of Destini Shares up to and including 6 August 2013, being the last market day prior to the execution of HOA.
      We wish to highlight that the Indicative Disposal Consideration may be subject to adjustments depending on any further negotiations, the outcome of the due diligence to be conducted on Samudra Oil and the execution of the Share Sale Agreement in relation to the Proposed Disposal (“SSA”).

      Further details of the Proposed Disposal will be announced upon the execution of a definitive SSA on terms acceptable to KSTB and Destini.


2. SALIENT TERMS OF THE HOA

The salient terms of the HOA are, inter alia, as follows:
      (a) KSTB and Destini (collectively, the “Parties”) agree that the obligations of the Parties to complete the Proposed Disposal shall be conditional upon the following pertinent conditions precedent:

          (i) the execution of a detailed SSA in respect of the Proposed Disposal upon terms and conditions acceptable to the Parties and the SSA becoming unconditional;

          (ii) completion to the satisfaction of Destini, the due diligence on Samudra Oil; and

          (iii) completion of the due diligence on Destini to the satisfaction of KSTB.
        (b) Subject to the fulfilment of the Conditions Precedent as set out in item 2(a) above, completion of the Proposed Disposal (“Completion”) shall occur within three (3) months from the date of the HOA or such other extended period as agreed between the parties (“Completion Date”);
        (c) KSTB shall grant Destini a period of forty five (45) days commencing from the date of the HOA (or such later period as may be agreed between the Parties) for Destini to conduct due diligence on Samudra Oil on an exclusive basis. Similarly, Destini shall grant KSTB a period of forty five (45) days commencing from the date of the HOA (or such later period as may be agreed between the Parties) for KSTB to conduct due diligence on Destini on an exclusive basis;
        (d) The Parties will in good faith proceed expeditiously to do all acts and things necessary or desirable to negotiate and agree on the terms of the SSA, such ancillary documents necessary or desirable for the SSA and the Proposed Disposal (“Definitive Documents”) before the expiration of the HOA Period (as defined below). Upon the expiry of the HOA Period, all Parties may mutually agree to extend the HOA Period for a practicable period for finalising of the Definitive Documents;

    (e) In each case, the HOA shall terminate upon the earlier to occur of the following:
            (i) the parties entering into the SSA; or
              (ii) the parties jointly agreeing to terminate the HOA; or
              (iii) the conditions precedent set out in Clause 3.1 of the HOA not being fulfilled within the three (3) months from the date of HOA or such other extended period to be agreed between the Parties ("HOA Period").
          (f) KSTB and Destini agree and undertake that, during the HOA Period, they shall not enter into any negotiation, understanding, contracts or agreements with any third party with the intention of entering into any transaction similar to the Proposed Disposal.


      3. RATIONALE FOR THE PROPOSED DISPOSAL
          Samudra Oil is a wholly-owned subsidiary of KSTB which is principally involved in the tubular handling and running services to the oil and gas industry.
          The Proposed Disposal provides an opportunity for KSTB to realise and unlock the value of its investment in Samudra Oil whilst enabling KSTB to participate in the future prospects and financial performance of Destini and its subsidiaries (“Destini Group”). The Proposed Disposal is expected to enable KSTB to recognise a one-off net gain, the quantum of which will be determined after the disposal consideration is finalised between the Parties.

          The Destini Group is involved in the following business activities:

          (a) Maintainence Repair and Overhaul (“MRO”), including trading in safety and survival products and spares for the aviation industry;

          (b) MRO, including trading in safety and survival products, ship spares, armaments and manufacturing of life boats for the maritime and oil and gas industries;

          (c) Assembly and fabrication of defence and commercial vehicles, supply of spares, electronic equipment, radar and surveillance and tracking system for the automotive industry;

          (d) Information technology; and

          (e) Training and education consultancy.

          Based on its audited consolidated financial statements for the financial year ended (“FYE”) 31 December 2012, the Destini Group recorded a profit after tax of approximately RM7.05 million whereas its net assets were approximately RM50.96 million.


      4. APPROVALS REQUIRED

      The Proposed Disposal is subject to the following approvals:
          (i) Bursa Securities for the listing of and quotation for the Consideration Shares;

          (ii) Shareholders of KSTB and Destini at the respective Extraordinary General Meetings to be convened; and

          (iii) Any other relevant authorities and/ or third parties, if required.

      5. INTER-CONDITIONALITY
          The Proposed Disposal is not conditional upon any other proposals undertaken or to be undertaken by the Company.


      6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED
          None of the directors, major shareholders of KSTB and/or persons connected with them have any interest, direct or indirect, in the Proposed Disposal.

      7. DOCUMENTS AVAILABLE FOR INSPECTION

          A copy of the HOA is available for inspection during office hours by the shareholders of the Company at the Company’s registered office at Suite A-21-13A, Level 21, Menara UOA Bangsar, No. 5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur for a period of three (3) months from the date of this announcement.
          As set out in Section 1 of this announcement, further details of the Proposed Disposal will be announced upon finalisation of the terms and conditions of the Proposed Disposal and the execution of the SSA.


      This announcement is dated 7 August 2013.


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

      Announcement Type: General Announcement
      Company NameDESTINI BERHAD  
      Stock Name DESTINI  
      Date Announced7 Aug 2013  
      CategoryGeneral Announcement
      Reference NoCC-130807-09FE2

      TypeAnnouncement
      SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
      NON RELATED PARTY TRANSACTIONS
      DescriptionDESTINI BERHAD ("DESTINI" OR THE "COMPANY")
      - PROPOSED ACQUISITION BY DESTINI OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF SAMUDRA OIL SERVICES SDN BHD FROM KEJURUTERAAN SAMUDRA TIMUR BERHAD FOR AN INDICATIVE PURCHASE CONSIDERATION OF RM80.00 MILLION TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF NEW ORDINARY SHARES OF RM0.10 EACH IN DESTINI

      The Board of Directors of Destini Berhad ("Board") wishes to announce that Destini had, on 7 August 2013, entered into a Heads of Agreement ("HOA") in relation to the proposed acquisition of the entire issued and paid-up share capital of Samudra Oil Services Sdn Bhd ("Samudra Oil") ("Sale Share") with Kejuruteraan Samudra Timur Berhad ("KTSB") ("Vendor") at the indicative purchase consideration of RM80.00 million ("Purchase Consideration") to be satisfied entirely via the issuance of 228,571,428 new ordinary shares of RM0.10 each in Destini ("Destini Share(s)" or "Share(s)") at an issue price of RM0.35 each ("Consideration Shares") ("Proposed Acquisition").

      Further details of the Proposed Acquisition are set out in the attachment herein.

      This announcement is dated 7 August 2013.



      TIMWELL - Changes in Sub. S-hldr's Int. (29B) - Tan Tjeng Hok @ Lam Hak Ming

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameTIMBERWELL BERHAD  
      Stock Name TIMWELL  
      Date Announced7 Aug 2013  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoTT-130806-38B48

      Particulars of substantial Securities Holder

      NameTan Tjeng Hok @ Lam Hak Ming
      AddressP.O.Box 10827
      88809 Kota Kinabalu
      Sabah
      NRIC/Passport No/Company No.240730-71-5247
      Nationality/Country of incorporationPermanent Resident of Malaysia
      Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
      Name & address of registered holder1) Tan Tjeng Hok @ Lam Hak Ming
      P.O.Box 10827
      88809 Kota Kinabalu
      Sabah

      2) RHB Nominees (Asing) Sdn. Bhd.
      (formerly known as OSK Nominees (Asing) Sdn. Bhd.)
      Tingkat 5, Wisma BSN Sabah
      Jalan Kemajuan Karamunsing
      88000 Kota Kinabalu
      Sabah

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Acquired05/08/2013
      5,000
      0.500 

      Circumstances by reason of which change has occurredAcquisition of shares in open market
      Nature of interestDirect Interest
      Direct (units)19,092,200 
      Direct (%)21.44 
      Indirect/deemed interest (units) 
      Indirect/deemed interest (%) 
      Total no of securities after change19,092,200
      Date of notice05/08/2013

      Remarks :
      The Forms 29B were received by the Company on 5 August 2013.


      TIMWELL - Changes in Sub. S-hldr's Int. (29B) - Lam Soei Tin @ Agnes Lam

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameTIMBERWELL BERHAD  
      Stock Name TIMWELL  
      Date Announced7 Aug 2013  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoTT-130806-38B52

      Particulars of substantial Securities Holder

      NameLam Soei Tin @ Agnes Lam
      AddressC2-02 Marina Court
      88000 Kota Kinabalu
      Sabah
      NRIC/Passport No/Company No.500320665
      Nationality/Country of incorporationBritish
      Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
      Name & address of registered holderTan Tjeng Hok @ Lam Hak Ming
      P.O.Box 10827
      88809 Kota Kinabalu
      Sabah

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Acquired05/08/2013
      5,000
      0.500 

      Circumstances by reason of which change has occurredAcquisition of Shares in open market by her father, Tan Tjeng Hok @ Lam Hak Ming
      Nature of interestIndirect interest via shares held by connected person
      Direct (units)210,000 
      Direct (%)0.24 
      Indirect/deemed interest (units)28,247,998 
      Indirect/deemed interest (%)31.72 
      Total no of securities after change28,457,998
      Date of notice05/08/2013

      Remarks :
      The Forms 29B were received by the Company on 5 August 2013.


      SPSETIA - Notice of Person Ceasing (29C) - Mitsubishi UFJ Financial Group, Inc ("MUFG")

      Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
      Company NameS P SETIA BERHAD  
      Stock Name SPSETIA  
      Date Announced7 Aug 2013  
      CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
      Reference NoC&-130807-43904

      Particulars of substantial Securities Holder

      NameMitsubishi UFJ Financial Group, Inc ("MUFG")
      Address7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
      NRIC/Passport No/Company No.NIL
      Nationality/Country of incorporationJapan
      Descriptions (Class & nominal value)Ordinary Shares - RM0.75
      Date of cessation01/08/2013
      Name & address of registered holder1) Aberdeen Asset Management PLC ("Aberdeen") and its subsidiaries.
      10 Queen's Terrace Aberdeen, AB10 1YG, Scotland.

      2) Mitsubishi UFJ Trust and Banking Corporation ("MUTB")
      4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo, 100-8212, Japan

      3) Morgan Stanley & Co. International plc
      25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom

      4) Fundlogic SAS
      61 rue de Monceau, Paris 75008, France
      CurrencyMalaysian Ringgit (MYR)
      Number of securities disposed350,000 
      Price Transacted ($$) 
      Circumstances by reason of which a person ceases to be a substantial securities HolderDisposal of Shares
      Nature of interestIndirect/Deemed interest
      Date of notice06/08/2013


      GADANG - MEMORANDUM OF UNDERSTANDING

      Announcement Type: General Announcement
      Company NameGADANG HOLDINGS BHD  
      Stock Name GADANG  
      Date Announced7 Aug 2013  
      CategoryGeneral Announcement
      Reference NoGH-130807-34124

      TypeAnnouncement
      SubjectMEMORANDUM OF UNDERSTANDING
      DescriptionSTATUS UPDATE ON THE MEMORANDUM OF UNDERSTANDING ("MOU") DATED 5 APRIL 2013 BETWEEN GADANG HOLDINGS BERHAD ("GADANG" OR "THE COMPANY") AND CYBERVIEW SDN BHD ("CYBERVIEW")

      Further to our announcements made on 5 April 2013 and 4 July 2013 in relation to the MOU entered into between Gadang and Cyberview (collectively referred to as "the Parties"), the Company wishes to announce that it has today accepted the letter of acceptance from Cyberview dated 5 August 2013 (which was received on 6 August 2013) as the Developer Partner to develop 2,500 housing units on 109.31 acres of land in Cyberjaya, Selangor Darul Ehsan ("Housing Development for K-Workers in Cyberjaya") based on the terms and conditions therein and other terms and conditions to be mutually agreed by the Parties to be set out in the Definitive Agreement ("Agreement") between the Parties.

      A further announcement on the salient terms and conditions of the Agreement shall be released by the Company upon signing of the Agreement.

      This announcement is dated 7 August 2013.



      BRAHIMS - Changes in Sub. S-hldr's Int. (29B) - Cheam Heng Cheang

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameBRAHIM'S HOLDINGS BERHAD  
      Stock Name BRAHIMS  
      Date Announced7 Aug 2013  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoCA-130807-35606

      Particulars of substantial Securities Holder

      NameCheam Heng Cheang
      AddressNo.10 Jalan 8/3H
      46050 Petaling Jaya
      Selangor Darul Ehsan
      NRIC/Passport No/Company No.660911-10-6097
      Nationality/Country of incorporationMalaysian
      Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
      Name & address of registered holderCheam Heng Cheang
      No.10 Jalan 8/3H
      46050 Petaling Jaya
      Selangor Darul Ehsan

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Disposed30/07/2013
      200,000
       
      Disposed31/07/2013
      250,000
       

      Circumstances by reason of which change has occurredDisposal of shares
      Nature of interestDirect
      Direct (units)10,882,000 
      Direct (%)5.07 
      Indirect/deemed interest (units)
      Indirect/deemed interest (%)
      Total no of securities after change10,882,000
      Date of notice06/08/2013

      Remarks :
      Form 29B was received by the Company on 6 August 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 HOLDINGS BERHAD  
      Stock Name WCT  
      Date Announced7 Aug 2013  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoWW-130807-9E7FF

      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 (89,412,910 Shares)
      Employees Provident Fund Board (1,722,125 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(Amundi)(4,200,000 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(HDBS)(5,018,895 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Mayban) (3,000,000 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ALLIANCE) (2,999,500 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) (6,657,000 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (PHEIM) (760,000 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) (14,742,750 Shares)
      Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM) (2,200,000 Shares)

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Disposed02/08/2013
      995,700
       

      Circumstances by reason of which change has occurredDisposal of shares
      Nature of interestDirect
      Direct (units)130,713,180 
      Direct (%)11.97 
      Indirect/deemed interest (units) 
      Indirect/deemed interest (%) 
      Total no of securities after change130,713,180
      Date of notice07/08/2013

      Remarks :
      Form 29B dated 5 August 2013 was received on 7 August 2013.


      WCT - Changes in Sub. S-hldr's Int. (29B) - Kumpulan Wang Persaraan (DiPerbadankan)

      Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Company NameWCT HOLDINGS BERHAD  
      Stock Name WCT  
      Date Announced7 Aug 2013  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoWW-130807-7EE6F

      Particulars of substantial Securities Holder

      NameKumpulan Wang Persaraan (DiPerbadankan)
      AddressAras 4,5&6, Menara Yayasan Tun Razak, 200, Jalan Bukit Bintang, 55100 Kuala Lumpur
      NRIC/Passport No/Company No.KWAPACT6622007
      Nationality/Country of incorporationMalaysia
      Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
      Name & address of registered holderKumpulan Wang Persaraan DiPerbadankan)("KWAP")- 44,021,890 Shares
      KWAP's Fund Managers - 13,773,555 Shares

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Disposed31/07/2013
      198,100
       
      Disposed01/08/2013
      105,400
       

      Circumstances by reason of which change has occurredDisposal of Shares
      Nature of interestDirect
      Direct (units)57,795,445 
      Direct (%)5.29 
      Indirect/deemed interest (units) 
      Indirect/deemed interest (%) 
      Total no of securities after change57,795,445
      Date of notice07/08/2013

      Remarks :
      Form 29B dated 6 August 2013 was received on 7 August 2013.


      No comments:

      Post a Comment