September 20, 2013

Company announcements: F&N, PETDAG, TAKAFUL, KHSB, AEON, YTLPOWR, UNIMECH, TGOFFS

F&N - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Company NameFRASER & NEAVE HOLDINGS BHD  
Stock Name F&N    
Date Announced20 Sept 2013  
CategoryAdditional Listing Announcement (ALA)
Reference NoF&-130919-68A58

1. Details of Corporate Proposal

Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposalESOS
Details of corporate proposalESOS
No. of shares issued under this corporate proposal18,500
Issue price per share ($$)MYR 14.520
Par Value ($$)MYR 1.000
Latest issued and paid up share capital after the above corporate proposal in the following
Units364,446,201
CurrencyMYR 364,446,201.000
Listing Date23/09/2013


PETDAG - 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 NamePETRONAS DAGANGAN BHD  
Stock Name PETDAG  
Date Announced20 Sept 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPD-130917-21889

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
(for Employees Provident Fund Board)
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed12/09/2013
45,900
 

Circumstances by reason of which change has occurredSale of shares managed by portfolio manager
Nature of interestDirect
Direct (units)61,984,200 
Direct (%)6.239 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change70,901,500
Date of notice13/09/2013

Remarks :
The total number of 70,901,500 ordinary shares comprise the following:

(a) 61,984,200 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,500,000 shares registered in the name of Employees Provident Fund Board.

(c) 1,424,300 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (NOMURA)].

(d) 5,632,100 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRIN)].

(e) 119,900 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (KIB)].

(f) 80,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (MAYBAN)].

(g) 161,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

Received form 29B on 20 September 2013.


TAKAFUL - 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 NameSYARIKAT TAKAFUL MALAYSIA BERHAD  
Stock Name TAKAFUL  
Date Announced20 Sept 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoST-130920-40991

Particulars of substantial Securities Holder

NameEMPLOYEES PROVIDENT FUND BOARD
AddressTINGKAT 19, BANGUNAN KWSP, JALAN RAJA LAUT, 50350 KUALA LUMPUR
NRIC/Passport No/Company No.EPF ACT 1991
Nationality/Country of incorporationMALAYSIA
Descriptions (Class & nominal value)ORDINARY SHARES OF RM1.00 EACH
Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
LEVEL 42, MENARA CITIBANK, 165 JALAN AMPANG
50450 KUALA LUMPUR

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired17/09/2013
54,300
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change14,033,920
Date of notice18/09/2013

Remarks :
The Notice of Changes in Substantial Shareholder's Interest (Form 29B) was received on 20 September 2013.


KHSB - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)

Announcement Type: General Announcement
Company NameKUMPULAN HARTANAH SELANGOR BERHAD  
Stock Name KHSB  
Date Announced20 Sept 2013  
CategoryGeneral Announcement
Reference NoKH-130919-A5AB9

TypeAnnouncement
SubjectTAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
DescriptionKUMPULAN HARTANAH SELANGOR BERHAD ("KHSB" OR "COMPANY")
- UNCONDITIONAL TAKE-OVER OFFER BY AFFIN INVESTMENT BANK BERHAD ON BEHALF OF KUMPULAN DARUL EHSAN BERHAD ("KDEB" OR "OFFEROR") TO ACQUIRE

(I) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN KUMPULAN HARTANAH SELANGOR BERHAD ("KHSB") ("KHSB SHARE(S)") NOT ALREADY OWNED BY KDEB; AND

(II) ALL THE NEW KHSB SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSE OF THE OFFER ARISING FROM THE EXERCISE OF THE OUTSTANDING OPTIONS GRANTED PURSUANT TO KHSB’S EMPLOYEES' SHARE OPTION SCHEME

(COLLECTIVELY REFERRED TO AS THE "OFFER SHARES")

FOR A CASH OFFER PRICE OF RM0.836 PER OFFER SHARE ("OFFER")
The Board of Directors of KHSB wishes to announce that KHSB has today received the attached press notice from AFFIN Investment Bank Berhad, on behalf of the Offeror, informing that pursuant to Section 33 of the Malaysian Code on Take-Overs and Mergers 2010, the Offeror has dealt in KHSB Shares on 19 September 2013.
Please refer to the attachment for further details.

This announcement is dated 20 September 2013.


KHSB - Changes in Sub. S-hldr's Int. (29B) - Kumpulan Darul Ehsan Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKUMPULAN HARTANAH SELANGOR BERHAD  
Stock Name KHSB  
Date Announced20 Sept 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKH-130919-A64B9

Particulars of substantial Securities Holder

NameKumpulan Darul Ehsan Berhad
AddressTingkat 16, Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan.
NRIC/Passport No/Company No.148040-T
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each.
Name & address of registered holderKumpulan Darul Ehsan Berhad
Tingkat 16, Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan.

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/09/2013
154,600
0.835 

Circumstances by reason of which change has occurredAcquisition of shares in open market.
Nature of interestDirect
Direct (units)64,671,000 
Direct (%)14.37 
Indirect/deemed interest (units)254,562,576 
Indirect/deemed interest (%)56.57 
Total no of securities after change319,233,576
Date of notice20/09/2013


KHSB - PUBLIC SHAREHOLDINGS SPREAD

Announcement Type: General Announcement
Company NameKUMPULAN HARTANAH SELANGOR BERHAD  
Stock Name KHSB  
Date Announced20 Sept 2013  
CategoryGeneral Announcement
Reference NoKH-130919-A6A48

TypeAnnouncement
SubjectPUBLIC SHAREHOLDINGS SPREAD
DescriptionKUMPULAN HARTANAH SELANGOR BERHAD ("KHSB" OR "COMPANY")
- PUBLIC SHAREHOLDINGS SPREAD
Further to the earlier announcements made on 28 August 2013, 29 August 2013, 30 August 2013, 3 September 2013, 4 September 2013, 5 September 2013, 6 September 2013, 9 September 2013, 10 September 2013, 11 September 2013, 12 September 2013, 13 September 2013 and 19 September 2013 in respect of the public shareholding spread of the Company and the earlier announcement made on 20 September 2013 in respect of the acquisition of 154,600 ordinary shares of RM1.00 each in KHSB (“KHSB Shares”) from the open market by Kumpulan Darul Ehsan Berhad (“KDEB”) (“Acquisition”), the Board of Directors of KHSB wishes to announce that as of 19 September 2013 (being the last market day prior to this announcement), the percentage of public shareholding spread of the Company is 16.30%.
Further, as mentioned in the announcements dated 28 August 2013, 29 August 2013, 30 August 2013, 3 September 2013, 4 September 2013, 5 September 2013, 6 September 2013, 9 September 2013, 10 September 2013, 11 September 2013, 12 September 2013, 13 September 2013 and 19 September 2013, there will be no rectification plan to be undertaken by KHSB in order to rectify the public shareholding spread of KHSB in view of the Acquisition, the share purchase agreement entered into by KDEB and Kumpulan Perangsang Selangor Berhad for the acquisition of 254,562,576 KHSB Shares for a cash consideration of RM212,814,313.54 or RM0.836 per KHSB Share and the unconditional take-over offer from AFFIN Investment Bank Berhad, on behalf of KDEB pursuant to the Malaysian Code on Take-Overs and Mergers 2010 which was received on 18 September 2013, at this juncture. Furthermore, KDEB do not intend to maintain the listing status of KHSB on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

KHSB had submitted its application to Bursa Malaysia on 6 September 2013 for an extension of 6 months from 27 August 2013, which was the first day when the Company did not comply with the public shareholding spread requirement until the delisting of KHSB from the Main Market of Bursa Malaysia, whichever is earlier.

This announcement is dated 20 September 2013.


AEON - OTHERS AEON CO. (M) BHD. ("the Company" or “AEON CO.”) - JOINT VENTURE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND INDEX LIVING MALL COMPANY LIMITED

Announcement Type: General Announcement
Company NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced20 Sept 2013  
CategoryGeneral Announcement
Reference NoCC-130918-44832

TypeAnnouncement
SubjectOTHERS
DescriptionAEON CO. (M) BHD. ("the Company" or “AEON CO.”)
- JOINT VENTURE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND INDEX LIVING MALL COMPANY LIMITED
1. INTRODUCTION
      The Board of Directors of the Company (hereinafter referred to as the “Board”) wishes to announce that the Company has on 20 September 2013 entered into a Joint Venture Agreement (hereinafter referred to as the “Agreement”) with Index Living Mall Company Limited (hereinafter referred to as the “ILM”) to jointly incorporate and register a private limited company in Malaysia in the name of “AEON INDEX LIVING SDN. BHD.” to engage in a business as furniture retailer who provides complete selections of unique-designed and high quality of home or office furniture and various home fashion products accessories and related services under one-stop shopping centre in Malaysia (the “Business”) (“Proposed Subscription”).

2. INFORMATION ON ILM
      ILM is a limited company incorporated in Thailand with its registered office located at 147 Soi Rama 2 Soi 50, Rama 2 Road, Samaedam, Bangkunthien, Bangkok 10150, Thailand, a Thailand-based furniture retailer who develops and owns a proprietary system relating to the operation of the business as home furnishings store for furniture and home decorative items and such business is carried on under the trade names/trademarks of “INDEX LIVING MALL”.

      The authorised share capital of ILM is 2,000,000,000 Baht comprising 20,000,000 ordinary shares of 100 Baht each and an issued and paid-up share capital of 2,000,000,000 Baht comprising 20,000,000 ordinary shares of 100 Baht each.


3. SALIENT FEATURES OF THE AGREEMENT

3.1 The Company and ILM will jointly incorporate and register a private limited company in Malaysia namely AEON INDEX LIVING SDN. BHD. (the “JV Company”) pursuant to the Agreement to carry out the Business and the Agreement shall subject to the fulfillment of the following conditions precedent (hereinafter referred to as the “Condition Precedent”) on or before the end of June 2014 (hereinafter referred to as the “Conditional Period”) or such other extension of time mutually agreed by the Company and ILM:
      (a) the approval of the Board of Directors of AEON CO. and ILM, if required;
      (b) the approval of the shareholders of the AEON CO. and ILM at the annual general meeting or the extraordinary general meeting to be convened, if required;
      (c) the approval of the Ministry of Domestic Trade Cooperatives and Consumerism for the execution of the Joint Venture Agreement and to operate the joint venture Business, if required;
      (d) the approval by the AEON CO. and ILM on the draft Memorandum and Articles of Associations for the JV Co;
      (e) the approval by the AEON CO. and ILM on the draft License Agreement (1), License Agreement (2);
      (f) such other relevant approval required by the Relevant Authorities for this incorporation.
3.2 The JV Company name shall be “AEON INDEX LIVING SDN. BHD.” and the shop name shall be “INDEX LIVING MALL” or such other names as both parties mutually agreed upon.

3.3 The authorised share capital of JV Company shall be RM50,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each and paid up share capital shall be RM45,000,000.00 divided into 45,000,000 ordinary shares of RM1.00 each (hereinafter referred to as the “Paid-Up Capital”).

3.4 The amount to be paid by each of AEON CO. and ILM in relation to the Paid-Up Capital according to the investment ratio is as follows (“Investment Ratio”):

Shareholders
Investment Ratio (%)
Amount to be Paid (RM)
AEON CO.
70%
31,500,000.00
ILM
30%
13,500,000.00


4. SOURCE OF FUNDING

      The Proposed Subscription will be funded from internally generated funds.


5. RATIONALE OF THE PROPOSED SUBSCRIPTION
      The Proposed Subscription is in line with the Company’s corporate strategy of accelerating the expansion of its business.

6. THE EXPECTED GAINS OR LOSSES ARISING FROM THE PROPOSED SUBSCRIPTION

      The Proposed Subscription is not expected to give rise to any material gains or losses on the earnings of the Company for the current financial year ending 31 December 2013.
7. ASSUMPTION OF LIABILITIES FOR THE PROPOSED SUBSCRIPTION

The Proposed Subscription will not have any effect on the liabilities of the Company.
    8. EFFECT OF THE PROPOSED SUBSCRIPTION

    8.1 Share Capital and Substantial Shareholders’ Shareholdings
          The Proposed Subscription will not have any effect on the share capital of the Company or the shareholdings of substantial shareholders.

      8.2 Earnings and Net Assets

          The Proposed Subscription is not expected to have any material impact on the earnings and net assets per share of the Company for the financial year ending 31 December 2013.

      8.3 Gearing
            The Proposed Subscription does not have any gearing impact on the Company.


        9. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
            None of the Directors and/or major shareholders of the Company and/or persons connected to them has any interest, direct or indirect, in relation to the Proposed Subscription.


        10. STATEMENT BY THE BOARD OF DIRECTORS
            Having considered the rationale and effects of the Proposed Subscription, the Board is of the opinion that the Proposed Subscription is in the best interest of the Company.

        11. PROSPECT
              The Proposed Subscription of seventy percent (70%) equity shares in JV Company will enable the Company to participate in the Business for synergistic benefits and further allow the Company to continue to enjoy and share in the potential future returns generated by the JV Company.
            12. RISK FACTOR
                Apart from the ordinary business risks, there are no other additional risks envisaged that may arise from the Proposed Subscription.


            13. APPROVALS REQUIRED
                The necessary approvals for the Proposed Subscription is as stated in item 3 above and the Proposed Subscription does not require the approval of the shareholders of the Company.
            14. ESTIMATED TIMEFRAME FOR COMPLETION
                Barring unforeseen circumstances and fulfillment of all terms and conditions precedent, the Proposed Subscription is expected to be completed on or before the end of June 2014 or such other extension of time mutually agreed by AEON CO. and ILM.

            15. DOCUMENTS FOR INSPECTION
                A copy of the Agreement dated 20 September 2013 is available for inspection at the registered office of AEON at 3rd Floor, Jusco Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.
            This announcement is dated 20 September 2013.


            YTLPOWR - 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 NameYTL POWER INTERNATIONAL BHD  
            Stock Name YTLPOWR  
            Date Announced20 Sept 2013  
            CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
            Reference NoYP-130920-6467F

            Particulars of substantial Securities Holder

            NameEMPLOYEES PROVIDENT FUND BOARD
            AddressTINGKAT 19, BANGUNAN KWSP, JALAN RAJA LAUT, 50350 KUALA LUMPUR
            NRIC/Passport No/Company No.EPF ACT 1991
            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

            Details of changes

            Currency: Malaysian Ringgit (MYR)

            Type of transactionDate of change
            No of securities
            Price Transacted (RM)
            Disposed17/09/2013
            4,000,000
             

            Circumstances by reason of which change has occurredDisposed
            Nature of interestDirect
            Direct (units)476,966,416 
            Direct (%)6.81 
            Indirect/deemed interest (units) 
            Indirect/deemed interest (%) 
            Total no of securities after change476,966,416
            Date of notice18/09/2013

            Remarks :
            Form 29B was received on 20 September 2013


            UNIMECH - Circular/Notice to Shareholders

            Announcement Type: PDF Submission
            Company NameUNIMECH GROUP BERHAD  
            Stock Name UNIMECH  
            Date Announced20 Sept 2013  
            CategoryPDF Submission
            Reference NoMI-130920-42313

            SubjectCIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED LISTING OF PT ARITA PRIMA INDONESIA, TBK, A 85.00% INDIRECT OWNED SUBSIDIARY OF UNIMECH GROUP BERHAD ON THE INDONESIA STOCK EXCHANGE


            TGOFFS - Additional Listing Announcement

            Announcement Type: Additional Listing Announcement (ALA)
            Company NameTANJUNG OFFSHORE BERHAD  
            Stock Name TGOFFS  
            Date Announced20 Sept 2013  
            CategoryAdditional Listing Announcement (ALA)
            Reference NoCA-130920-AD527

            1. Details of Corporate Proposal

            Whether the corporate proposal involves the issuance of new type
            and new class of securities?
            No
            Types of corporate proposalOthers
            Details of corporate proposalConversion of Warrants B 2008/2013 to Ordinary Shares
            No. of shares issued under this corporate proposal1,400
            Issue price per share ($$)MYR 0.520
            Par Value ($$)MYR 0.500
            Latest issued and paid up share capital after the above corporate proposal in the following
            Units330,708,177
            CurrencyMYR 165,354,088.500
            Listing Date23/09/2013

            2. Details of Corporate Proposal

            Whether the corporate proposal involves the issuance of new type
            and new class of securities?
            No
            Types of corporate proposalOthers
            Details of corporate proposalShare Issuance Scheme
            No. of shares issued under this corporate proposal292,900
            Issue price per share ($$)MYR 0.500
            Par Value ($$)MYR 0.500
            Latest issued and paid up share capital after the above corporate proposal in the following
            Units331,001,077
            CurrencyMYR 165,500,538.500
            Listing Date23/09/2013


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