Company announcements: BJCORP, PMCAP, UNICO, OGAWA, AXIATA, TGUAN

BJCORP - OTHERS DISPOSAL OF 17,452,000 ORDINARY SHARES IN BERJAYA FOOD BERHAD FOR A TOTAL CASH CONSIDERATION OF RM30.00 MILLION

Announcement Type: General Announcement

Company Name	BERJAYA CORPORATION BERHAD
Stock Name	BJCORP
Date Announced	7 Oct 2013
Category	General Announcement
Reference No	BC-131007-41450

Type	Announcement
Subject	OTHERS
Description	DISPOSAL OF 17,452,000 ORDINARY SHARES IN BERJAYA FOOD BERHAD FOR A TOTAL CASH CONSIDERATION OF RM30.00 MILLION
1.0 INTRODUCTION 1.1 The Board of Directors of Berjaya Corporation Berhad (“BCorporation”) wishes to inform that its wholly-owned subsidiary company, Berjaya Group Berhad (“BGroup”), has today entered into a Sale and Purchase of Shares Agreement (“Agreement”) with Perbadanan Nasional Berhad (“PNS”) and has on the same day disposed, via a direct business transaction, a total of 17,452,000 ordinary shares of RM0.50 each (“Sale Shares”) representing 6.61% equity interest in Berjaya Food Berhad (“BFood”) for a total cash consideration of RM29,999,988 or at RM1.719 per Sale Share (“Disposal Price”) to PNS (“Disposal”). Dato’ Zurainah binti Musa (“Dato’ Zurainah”), an Executive Director of BCorporation has an interest in the Disposal as she has entered into a put and call option arrangement with PNS with regard to the Sale Shares over a period of five (5) years from the completion date of the Disposal (“PNS Arrangement”). 2.0 INFORMATION ON BFOOD 2.1 BFood was incorporated in Malaysia under the Companies Act, 1965 on 21 October 2009 as a private limited company under its present name. On 3 December 2009, BFood was converted to a public limited company and listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 8 March 2011. 2.2 The principal activity of BFood is investment holding whilst its subsidiaries are involved in the development and operation of restaurant chains and retail outlets in Malaysia, Indonesia and Singapore as well as investment holdings. As at 1 October 2013, BFood has an issued and paid-up share capital of RM132,030,810 comprising 264,061,620 ordinary shares of RM0.50 each (“BFood Shares”). 2.3 The substantial shareholders of BFood as at 1 October 2013 are as follows:- <--Direct Interest--> <---Indirect Interest--> No. of BFood Shares % No. of BFood Shares % BGroup 157,219,860 59.54 200,000(i) 0.08 BCorporation - - 157,419,860 (ii) 59.61 Tan Sri Dato’ Seri Vincent Tan Chee Yioun 1,000,000 0.38 157,419,860 (iii) 59.61 Notes:- (i) Deemed interested by virtue of its deemed interests in Berjaya Philippines, Inc. (ii) Deemed interested by virtue of its 100% interest in BGroup and its deemed interest in Berjaya Philippines, Inc. (iii) Deemed interested by virtue of his interests in BCorporation. 3.0 DETAILS OF THE DISPOSAL 3.1 BCorporation via BGroup has on 7 October 2013 disposed, via a direct business transaction, a total of 17,452,000 Sale Shares representing 6.61% equity interest in BFood for a total cash consideration of RM29,999,988 or at RM1.719 per Sale Share to PNS. Upon completion of the Disposal, the shareholding of the BCorporation Group in BFood will decrease by 6.61% to 53.01% comprising 139,967,860 BFood Shares. 3.2 The price of RM1.719 per Sale Share was computed based on a 3% premium over the 5-day volume weighted average price of BFood Shares from 30 September 2013 to 4 October 2013, being the last traded market price prior to the date of this Announcement of RM1.6689 per share. 3.3 The Disposal Price represents the following :- (a) a premium of 1.9 sen or 1.12% above the last traded price of BFood Shares of RM1.70 on 4 October 2013; (b) a premium of 116.9 sen or 212.55% above the audited net assets per BFood Share of 55 sen as at 30 April 2013; and (c) a price-earnings multiple of 21.04 times based on the net earnings per BFood Share of 8.17 sen during the financial year ended 30 April 2013. 3.4 The BFood Shares were disposed of free and clear of all liens, charges and claims of any kind or restriction. PNS does not assume any liability relating to Sale Shares pursuant to the Disposal. 3.5 The proceeds from the Disposal will be utilized for working capital and/or repayment of borrowings of the BCorporation Group. 3.6 The BGroup’s cost of investment in the Sale Shares since January 2011 is about RM8.52 million. 4.0 RATIONALE FOR THE DISPOSAL 4.1 The Disposal represents an opportunity for the BCorporation Group to realize part of the value accretion in its investment in BFood. 5.0 EFFECTS OF THE DISPOSAL 5.1 The Disposal does not have any effect on the issued and paid-up share capital and substantial shareholders' shareholdings in BCorporation. 5.2 The reduction in the BCorporation Group’s equity interest in BFood arising from the Disposal is not expected to have any material effect on the net assets, gearing and earnings of the BCorporation Group in the future. The Disposal results in an increase in the reserves of the BCorporation Group by about RM21.64 million during the current financial year ending 30 April 2014. 6.0 APPROVAL REQUIRED 6.1 The highest applicable percentage ratio as per the Main Market Listing Requirements of Bursa Securities relating to the Disposal is about 1.64%. 6.2 The Disposal is not subject to the approval of any authority or shareholders of BCorporation. 7.0 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS 7.1 Dato’ Zurainah, an Executive Director of BCorporation, has interest in the PNS Arrangement. Save as disclosed, none of the other Directors and major shareholders of BCorporation or persons connected to them has any interest, direct or indirect, in the Disposal. 7.2 The Board of Directors of BCorporation (save for Dato’ Zurainah) is of the opinion that the Disposal is in the best interest of the BCorporation Group. 8.0 DOCUMENT FOR INSPECTION 8.1 The Agreement is available for inspection at the Registered Office of BCorporation at Lot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1, Jalan Imbi, 55100 Kuala Lumpur, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 7 October 2013.

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PMCAP - PROVISION OF FINANCIAL ASSISTANCE

Announcement Type: General Announcement

Company Name	PAN MALAYSIA CAPITAL BERHAD
Stock Name	PMCAP
Date Announced	7 Oct 2013
Category	General Announcement
Reference No	PM-131008-D3DFE

Type	Announcement
Subject	PROVISION OF FINANCIAL ASSISTANCE
Description	Quarterly Report Pursuant to Paragraph 8.23(2)(e) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Attached herewith is the quarterly report of the Company pursuant to Paragraph 8.23(2)(e) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. The announcement is dated 7 October 2013.

Attachments PMCAP para 8 23(2)(e) of LR(v2) - 30 Sept 2013.pdf 20 KB

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UNICO - Notice of Interest Sub. S-hldr (29A) - Tan Sri Dato' Lee Shin Cheng (Amended Announcement)

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965

Company Name	UNICO-DESA PLANTATIONS BERHAD
Stock Name	UNICO
Date Announced	7 Oct 2013
Category	Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference No	CK-131007-64917

Particulars of Substantial Securities Holder

Name	Tan Sri Dato' Lee Shin Cheng
Address	No. 8, Lingkungan 3, Diamond Hill IOI Resort, 62502 Putrajaya Malaysia
NRIC/Passport No/Company No.	390603-10-5263
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Ordinary shares of RM0.25 each
Name & address of registered holder	IOI Plantation Sdn Bhd Two IOI Square, IOI Resort 62502 Putrajaya Malaysia

Date interest acquired & no of securities acquired
Currency	Malaysian Ringgit (MYR)
Date interest acquired	02/10/2013
No of securities	339,000,000
Circumstances by reason of which Securities Holder has interest	Deemed interested by virtue of his interest in Progressive Holdings Sdn Bhd, which in turn holds 100% equity interest in Vertical Capacity Sdn Bhd, which in turn holds substantial interest in IOI Corporation Berhad ("IOIC"). The deemed interest arose due to the acquisition of shares by IOI Plantation Sdn Bhd, a wholly-owned subsidiary of IOIC from ELK Group Sdn Bhd, Eng Lee Kredit Sdn Bhd, Eng Lee Capital Sdn Bhd and Amity Corporation Sdn Bhd.
Nature of interest	Indirect
Price Transacted ($$)
Total no of securities after change
Direct (units)	7,099
Direct (%)	0
Indirect/deemed interest (units)	339,000,000
Indirect/deemed interest (%)	39.55
Date of notice	02/10/2013

Remarks :

Tan Sri Dato' Lee Shin Cheng is holding 7,099 ordinary shares of RM0.25 each in Unico-Desa Plantations Berhad (“Unico”). The said shares was subscribed pursuant to Offer for Sale by Unico Holdings Berhad since 8 May 2000 and also subscribed through various corporate exercises in Unico over the years. No Unico Shares were acquired within six months prior to the date of the Offer.

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UNICO - Notice of Interest Sub. S-hldr (29A) - Puan Sri Datin Hoong May Kuan (Amended Announcement)

Announcement Type: Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965

Company Name	UNICO-DESA PLANTATIONS BERHAD
Stock Name	UNICO
Date Announced	7 Oct 2013
Category	Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965
Reference No	CK-131007-65771

Particulars of Substantial Securities Holder

Name	Puan Sri Datin Hoong May Kuan
Address	No. 8, Lingkungan 3, Diamond Hill IOI Resort, 62502 Putrajaya Malaysia
NRIC/Passport No/Company No.	400819-10-5146
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Ordinary shares of RM0.25 each
Name & address of registered holder	IOI Plantation Sdn Bhd Two IOI Square, IOI Resort 62502 Putrajaya Malaysia

Date interest acquired & no of securities acquired
Currency	Malaysian Ringgit (MYR)
Date interest acquired	02/10/2013
No of securities	339,000,000
Circumstances by reason of which Securities Holder has interest	Deemed interested by virtue of her interest and the interests of her spouse, Tan Sri Dato' Lee Shin Cheng and her sons, Dato' Lee Yeow Chor and Lee Yeow Seng in Progressive Holdings Sdn Bhd, which in turn holds 100% equity interest in Vertical Capacity Sdn Bhd. The deemed interest arose due to the acquisition of shares by IOI Plantation Sdn Bhd, a wholly-owned subsidiary of IOI Corporation Berhad from ELK Group Sdn Bhd, Eng Lee Kredit Sdn Bhd, Eng Lee Capital Sdn Bhd and Amity Corporation Sdn Bhd.
Nature of interest	Indirect
Price Transacted ($$)
Total no of securities after change
Direct (units)	0
Direct (%)	0
Indirect/deemed interest (units)	339,007,099
Indirect/deemed interest (%)	39.55
Date of notice	02/10/2013

Remarks :

Tan Sri Dato' Lee Shin Cheng is holding 7,099 ordinary shares of RM0.25 each in Unico-Desa Plantations Berhad (“Unico”). The said shares was subscribed pursuant to Offer for Sale by Unico Holdings Berhad since 8 May 2000 and also subscribed through various corporate exercises in Unico over the years. No Unico Shares were acquired within six months prior to the date of the Offer.

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

Announcement Type: General Announcement

Company Name	UNICO-DESA PLANTATIONS BERHAD
Stock Name	UNICO
Date Announced	7 Oct 2013
Category	General Announcement
Reference No	CK-131007-67023

Type	Announcement
Subject	TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description	UNICO-DESA PLANTATIONS BERHAD ("UNICO" OR THE "COMPANY") MANDATORY TAKE-OVER OFFER BY IOI PLANTATION SDN BHD ("IOI PLANTATION" OR THE "OFFEROR"), A WHOLLY-OWNED SUBSIDIARY OF IOI CORPORATION BERHAD ("IOI CORP" OR THE "ULTIMATE OFFEROR"), TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.25 EACH IN UNICO ("OFFEREE")("UNICO SHARE(S)") NOT ALREADY HELD BY THE OFFEROR AFTER THE ACQUISITION AT A CASH OFFER PRICE OF RM1.17 PER UNICO SHARE ("OFFER")
We refer to the announcement dated 2 October 2013 in relation to the Offer. Pursuant to Section 33 of the Malaysian Code on Take-Overs and Mergers, 2010 ("Code"), Unico wishes to announce that IOI Plantation, being the Offeror for the Offer, has dealt in the Unico Shares for its own account on 7 October 2013. Please refer to the attachment for further details. This announcement is dated 7 October 2013.

Attachments IOI-notification of sh dealt-7Oct2013.pdf 461 KB

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OGAWA - Changes in Sub. S-hldr's Int. (29B) - Cheah Yew Kong

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965

Company Name	OGAWA WORLD BERHAD
Stock Name	OGAWA
Date Announced	7 Oct 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	CC-131007-61546

Particulars of substantial Securities Holder

Name	Cheah Yew Kong
Address	No 72, Jalan TR 9/1 Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia
NRIC/Passport No/Company No.	720125-10-6155
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Ordinary Shares of RM0.50 each
Name & address of registered holder	Cheah Yew Keng of No 72, Jalan TR 9/1 Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Disposed	07/10/2013	2,000	1.040

Circumstances by reason of which change has occurred	Disposed of shares in open market. Deemed interested in shares held by brother, Cheah Yew Keng
Nature of interest	Indirect interest
Direct (units)	363,300
Direct (%)	0.29
Indirect/deemed interest (units)	61,200,000
Indirect/deemed interest (%)	48.21
Total no of securities after change	61,563,300
Date of notice	07/10/2013

Remarks :

Deemed interested in the indirect interest of 61,200,000 ordinary shares of RM0.50 each registered in the name of Great Genesis Sdn Bhd.

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OGAWA - Changes in Director's Interest (S135) - Cheah Yew Kong

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	OGAWA WORLD BERHAD
Stock Name	OGAWA
Date Announced	7 Oct 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-131007-61044

Information Compiled By KLSE

Particulars of Director

Name	Cheah Yew Kong
Address	No 72, Jalan TR 9/1 Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan, Malaysia
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)
Disposed	07/10/2013	2,000	1.040

Circumstances by reason of which change has occurred	Disposed of shares in open market. Deemed interested in shares held by brother, Cheah Yew Keng
Nature of interest	Indirect
Consideration (if any)

Total no of securities after change
Direct (units)	363,300
Direct (%)	0.29
Indirect/deemed interest (units)	61,200,000
Indirect/deemed interest (%)	48.21
Date of notice	07/10/2013

Remarks :

Deemed interested in the indirect interest of 61,200,000 ordinary shares of RM0.50 each registered in the name of Great Genesis Sdn Bhd.

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

Announcement Type: General Announcement

Company Name	OGAWA WORLD BERHAD
Stock Name	OGAWA
Date Announced	7 Oct 2013
Category	General Announcement
Reference No	CC-131007-62327

Type	Announcement
Subject	DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD
Description	Pursuant to Paragraph 14.09(a) of Bursa Malaysia Securities Berhad Main Market Listing Requirements, the following Director has notified on the change of his indirect interests in the securities of the Company as set out in the table below: This announcement is dated 7 October 2013.
Name of Director Date of Disposal Sale Price per share Number and Percentage of Shares Disposal Percentage of Issued Shares After Disposal Indirect % Indirect % Cheah Yew Kong 7.10.2013 RM1.04 2,000* 0.00002 61,200,000** 48.21** * Disposal of shares by Mr Chew Yew Keng, brother of Mr Cheah Yew Kong. ** Deemed interested in the indirect interest of 61,200,000 ordinary shares of RM0.50 each registered in the name of Great Genesis Sdn Bhd.

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AXIATA - 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 Name	AXIATA GROUP BERHAD
Stock Name	AXIATA
Date Announced	7 Oct 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AG-131007-E8D0E

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 RM1.00 each
Name & address of registered holder	1) Employees Provident Fund Board ("EPF Board") Ibu Pejabat KWSP, Bangunan KWSP Jalan Raja Laut, 50350 Kuala Lumpur 2) Citigroup Nominees (Tempatan) Sdn Bhd ("Citigroup") EPF Board 3) Citigroup EPF Board (AMUNDI) 4) Citigroup EPF Board (KIB) 5) Citigroup EPF Board (HDBS) 6) Citigroup EPF Board (RHB INV) 7) Citigroup EPF Board (AM INV) 8) Citigroup EPF Board (MAYBAN) 9) Citigroup EPF Board (ALLIANCE) 10) Citigroup EPF Board (NOMURA) 11) Citigroup EPF Board (CIMB PRI) 12) Citigroup EPF Board (ARIM) 13) Citigroup EPF Board (TEMPLETON) 14) Citigroup EPF Board (ABERDEEN) Level 42, Menara Citibank 165 Jalan Ampang, 50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Acquired	02/10/2013	138,900
Disposed	02/10/2013	400,000

Circumstances by reason of which change has occurred	1.Citigroup EPF Board - Disposal of 138,900 shares 2.Citigroup EPF Board (ALLIANCE) - Disposal of 400,000 shares
Nature of interest	Direct
Direct (units)	1,073,157,806
Direct (%)	12.57
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	1,073,157,806
Date of notice	03/10/2013

Remarks :

1) The total number of 1,073,157,806 ordinary shares comprised of the following:- a) Citigroup EPF Board - 971,055,906 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 5,620,250 d) Citigroup EPF Board (KIB) - 660,000 e) Citigroup EPF Board (HDBS) - 10,419,375 f) Citigroup EPF Board (RHB INV) - 2,116,400 g) Citigroup EPF Board (AM INV) - 9,412,650 h) Citigroup EPF Board (MAYBAN) - 1,600,000 i) Citigroup EPF Board (ALLIANCE) - 2,000,000 j) Citigroup EPF Board (NOMURA) - 37,203,900 k) Citigroup EPF Board (CIMB PRI) - 17,379,225 l) Citigroup EPF Board (ARIM) - 2,650,000 m) Citigroup EPF Board (TEMPLETON) - 4,007,200 n) Citigroup EPF Board (ABERDEEN) - 5,700,000 2) Form 29B received on 7 October 2013

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TGUAN - Changes in Director's Interest (S135) - Dato' Ang Poon Chuan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	THONG GUAN INDUSTRIES BERHAD
Stock Name	TGUAN
Date Announced	7 Oct 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-131007-27C8A

Information Compiled By KLSE

Particulars of Director

Name	Dato' Ang Poon Chuan
Address	57, Pekan Lama Sungai Lalang 08100 Bedong, Kedah
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)
Others	04/10/2013	10,000	1.520

Description of other type of transaction	Aquisition of shares via child
Circumstances by reason of which change has occurred	Aquisition of shares via child
Nature of interest	Indirect Interest
Consideration (if any)

Total no of securities after change
Direct (units)	928,500
Direct (%)	0.88
Indirect/deemed interest (units)	44,496,002
Indirect/deemed interest (%)	42.29
Date of notice	07/10/2013

Remarks :

This notice was received on 7 October 2013.

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