November 13, 2013

Company announcements: INARI, MAYBANK, MAA, PBBANK, BJTOTO, IGB, HARBOUR, GENP, UMCCA

INARI - Changes in Director's Interest (S135) - Dato' Thong Kok Khee

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameINARI AMERTRON BERHAD (ACE Market) 
Stock Name INARI  
Date Announced13 Nov 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoIA-131113-35358

Information Compiled By KLSE

Particulars of Director

NameDato' Thong Kok Khee
AddressNo. 74 Jalan Setiakasih
Damansara Heights
50490 Kuala Lumpur
Descriptions(Class & nominal value)Warrants 2013/2018

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
12/11/2013
500,000
 

Circumstances by reason of which change has occurredDisposal of warrants in the open market by Media Lang Limited
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units)
Direct (%)
Indirect/deemed interest (units)30,957,948 
Indirect/deemed interest (%)16.3 
Date of notice13/11/2013

Remarks :
Media Lang Limited is a wholly-owned subsidiary of Insas Berhad.

Dato' Thong is deemed interested by virtue of his substantial interest in Insas Berhad pursuant to Section 6A of the Companies Act, 1965.


MAYBANK - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Company NameMALAYAN BANKING BERHAD  
Stock Name MAYBANK  
Date Announced13 Nov 2013  
CategoryAdditional Listing Announcement (ALA)
Reference NoMB-131113-60576

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 proposal47,600
Issue price per share ($$)MYR 8.750
Par Value ($$)MYR 1.000
Latest issued and paid up share capital after the above corporate proposal in the following
Units8,858,833,081
CurrencyMYR 8,858,833,081.000
Listing Date15/11/2013

2. Details of Corporate Proposal

Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposalESOS
Details of corporate proposalESOS
No. of shares issued under this corporate proposal7,300
Issue price per share ($$)MYR 8.820
Par Value ($$)MYR 1.000
Latest issued and paid up share capital after the above corporate proposal in the following
Units8,858,840,381
CurrencyMYR 8,858,840,381.000
Listing Date15/11/2013


MAYBANK - 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 NameMALAYAN BANKING BERHAD  
Stock Name MAYBANK  
Date Announced13 Nov 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMB-131113-55158

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 incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY
Name & address of registered holder1) EMPLOYEES PROVIDENT FUND BOARD
TINGKAT 19 BANGUNAN KWSP
JALAN RAJA LAUT
50350 KUALA LUMPUR

2) CITIGROUP 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)
Acquired08/11/2013
2,596,500
 

Circumstances by reason of which change has occurredPURCHASE OF SHARES
Nature of interestDIRECT
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change1,113,478,037
Date of notice11/11/2013

Remarks :
1) The notice was received by Maybank Berhad on 13 November 2013.


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

Announcement Type: General Announcement
Company NameMAA GROUP BERHAD  
Stock Name MAA  
Date Announced13 Nov 2013  
CategoryGeneral Announcement
Reference NoCM-131112-63113

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
MAA GROUP BERHAD (“MAAG” OR THE “COMPANY”)

Proposed disposal of 55% interest held in MAAKL Mutual Bhd (“MAAKL Mutual”) to Manulife Holdings Berhad (“Manulife” or “Purchaser”) for a total cash consideration of RM56.061 million (“PROPOSED DISPOSAL”)

1. INTRODUCTION

The Board of Directors of MAAG (“Board”) wishes to announce that its wholly-owned subsidiary, MAA Corporation Sdn Bhd (“MAAC”) together with the other shareholders of MAAKL Mutual namely, Khyra Liberty Sdn Bhd, Edmond Cheah Swee Leng, Wong Boon Choy and Nge Koh Nguong (collectively referred to as the “Vendors”), have entered into a conditional Share Purchase Agreement (“SPA”) with Manulife today for the disposal of the entire issued and paid up ordinary share capital of MAAKL Mutual.

Upon completion of the Proposed Disposal, MAAG will no longer have any interest in MAAKL Mutual.

Further details of the Proposed Disposal are set out in the following sections.


2. THE PROPOSED DISPOSAL
    2.1 Salient terms of the SPA

    (i) The total consideration for disposal of the 6,000,000 shares representing a 100% equity interest in MAAKL Mutual by the Vendors is RM96,475,000 of which RM19,295,000 will be transferr to an escrow account (“Escrow Amount”).

    The consideration to be received by each Vendor is as follows:
            Vendors
            Total
            consideration
            RM
            MAAC
            53,061,250
            Khyra Liberty Sdn Bhd
            19,295,000
            Edmond Cheah Swee Leng
            4,823,750
            Nge Koh Nguong
            8,682,750
            Wong Boon Choy
            10,612,250
            Total
            96,475,000

            The Escrow Amount together with accrued interest but less any amount paid by the escrow agent in connection with any claims for a breach of any of the warranties or indemnities pursuant to the SPA shall be paid to the Vendors on the date falling after 24 months from the completion date.

      (ii) The SPA is conditional upon the following:
            (a) the Vendors obtaining all necessary consents (including any required from any third parties or any governmental authority) for the acquisition of shares by Manulife;
              (b) the Company obtaining all necessary consents all (including any required from any third parties or any governmental authority) for the acquisition of shares by Manulife;
                (c) the Company obtaining approval of the Securities Commission (“SC”) (including the approval for a change to the controller (as defined in the Licensing Handbook issued by the Securities Commission) of MAAKL Mutual upon the completion of the SPA and to comply with any other requirements required by the SC; and
                  (d) the Company notifying the Employees Provident Fund ("EPF") of a change of control and/or shareholding in MAAKL Mutual and a change of control of the EPF approved funds managed by MAAKL Mutual.

                  (each a "Condition" and collectively, "Conditions").
            (iii) The Conditions are required to be fulfilled prior to 5.00pm on the date of expiry of a 90-day period from the date of the SPA.

            (iv) Representations, warranties and undertakings

                  (a) Each of the Vendors hereby represents, warrants and undertakes to the Purchaser in the terms set out in schedule 4 and acknowledge that the Purchaser in entering into the SPA is relying on the Warranties and that the Purchaser shall be entitled to treat the same as conditions of the SPA. The warranties are given subject to the matters disclosed.

                  (b) The Vendors undertake to indemnify and keep indemnified the Purchaser against any loss or liability suffered by the Purchaser or the Company as a result of or in connection with:

                      (1) any taxes due or payable from or by the Company;
                      (2) the Meridian litigation cases; and
                      (3) mis-selling occurring prior to completion.
          2.2 Basis and justification for the sale consideration
              The sale consideration of RM96.475 million for the Proposed Disposal was arrived at on a ‘willing buyer-willing seller’ basis, and after taking into account the audited net assets and profit after tax of MAAKL Mutual based on its audited financial statements as at 31 December 2012 of RM17.647 million and RM2.059 million respectively and assets under management as at 31 December 2012 of RM2.184 billion.
          2.3 Information on MAAKL Mutual

              MAAKL Mutual was incorporated on 16 October 2000 under the Companies Act 1965. The authorized share capital of MAAKL Mutual is RM10,001,800 divided into 9,000,000 ordinary shares of RM1.00 each and 1,001,800 redeemable preference shares of RM1.00 each. Its paid up share capital is RM6,000,000 comprising 6,000,000 ordinary shares of RM1.00 each

              MAAKL Mutual is principally involved in unit trust funds management.

              Set out below are the shareholders and their respective shareholding in MAAKL Mutual:

              Vendors
              No. o shares
              Percentage of shareholdings
              MAAC
              3,300,000
              55%
              Khyra Liberty Sdn Bhd
              1,200,000
              20%
              Edmond Cheah Swee Leng
              300,000
              5%
              Nge Koh Nguong
              540,000
              9%
              Wong Boon Choy
              660,000
              11%
              Total
              6,000,000
              100%

              The original cost of investment of MAAC’s equity interest in MAAKL Mutual is RM3,300,000, which was progressively invested on 16 October 2000, 20 November 2001 and 20 March 2002 .The immediate holding company of MAAKL Mutual is MAAC which in turn is a wholly-owned subsidiary of MAAG.
          2.4 Proposed utilisation of proceeds
              The cash proceeds from the Proposed Disposal will be utilised for working capital of the MAAG group and expenses incidental to the Proposed Disposal.

          3. RATIONALE FOR THE PROPOSED DISPOSAL
              The Proposed Disposal represents an excellent opportunity for the MAAG group (the “Group”) to unlock the value and realize its investment in MAAKL Mutual at a more than satisfactory price.

              It will allow the group to re-strategize and re-deploy its financial and capital resources which may include using the disposal proceeds for future business and investment opportunities and/or for the additional capitalization of MAA Takaful Berhad and MAAG.

              Going forward, the key focus of the Group will remain on development of its existing businesses, in particular its takaful and retail mortgage lending and loan securitization, via MAA Takaful Berhad and Columbus Capital Pty Ltd. The Group will continuously improve performance of and accelerate the future growth of these businesses.

          4. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
              Based on the audited consolidated financial statement of MAAG for the financial year ended (“FYE”) 31 December 2012 and assuming all redeemable preference shares (“RPS”) held by MAAC is redeemed on 31 December 2012 (since the RPS had been fully redeemed on 17 June 2013), MAAG is expected to realise an estimated gross gain on disposal of RM46.7 million on a consolidated basis.

              The Proposed Disposal will not have any effect on the share capital of MAAG as it does not involve any issuance of new MAAG shares.

          5. APPROVALS
              The Proposed Disposal does not require the approval of shareholders of MAAG.

              Based on MAAG’s audited consolidated financial statements for the FYE 31 December 2012, the highest Percentage Ratio applicable to the Proposed Disposal is approximately 12.4%.

          6. DIRECTORS’ AND/OR MAJOR SHAREHOLDERS’ INTERESTS AND/OR PERSONS CONNECTED TO THEM
              None of the directors and/or major shareholders of MAAG and/or persons connected to them has any interest, direct or indirect, in the Proposed Disposal.


          7. DIRECTORS’ STATEMENT
              The board of directors, after having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is fair and reasonable, and in the best interest of MAAG.

          8. DOCUMENTS FOR INSPECTION

              The signed SPA and escrow agreement is available for inspection at the registered office of the Company at Suite 12.03, 12th Floor, No. 566, Jalan Ipoh, 51200 Kuala Lumpur during normal business hours from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement.

          This announcement is dated 13 November 2013.






          PBBANK - 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 NamePUBLIC BANK BERHAD  
          Stock Name PBBANK  
          Date Announced13 Nov 2013  
          CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
          Reference NoPB-131113-298E0

          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 holder1. Citigroup Nominees (Tempatan) Sdn Bhd
          Employees Provident Fund Board
          - Purchase of 1,527,300 shares on 8 November 2013

          2. Citigroup Nominees (Tempatan) Sdn Bhd
          Employees Provident Fund Board (HDBS)
          - Purchase of 600,000 shares on 8 November 2013

          3. Citigroup Nominees (Tempatan) Sdn Bhd
          Employees Provident Fund Board (NOMURA)
          - Sale of 89,200 shares on 8 November 2013

          Details of changes

          Currency: Malaysian Ringgit (MYR)

          Type of transactionDate of change
          No of securities
          Price Transacted (RM)
          Acquired08/11/2013
          2,127,300
           
          Disposed08/11/2013
          89,200
           

          Circumstances by reason of which change has occurred1. Purchase of shares
          2. Purchase and sale of shares managed by Portfolio Managers
          Nature of interestDirect
          Direct (units)501,894,881 
          Direct (%)14.33 
          Indirect/deemed interest (units) 
          Indirect/deemed interest (%) 
          Total no of securities after change501,894,881
          Date of notice08/11/2013

          Remarks :
          The percentage of EPF's direct interests in Public Bank Berhad (PBB) shares of 14.33% is computed based on the total number of PBB shares in issue excluding a total of 29,800,704 PBB shares bought-back by PBB and retained as treasury shares as at 13 November 2013.

          Received EPF Form 29B dated 8 November 2013 on 13 November 2013.


          BJTOTO - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

          Announcement Type: General Announcement
          Company NameBERJAYA SPORTS TOTO BERHAD  
          Stock Name BJTOTO  
          Date Announced13 Nov 2013  
          CategoryGeneral Announcement
          Reference NoBB-131113-DACA6

          TypeAnnouncement
          SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
          INTENTION TO DEAL DURING CLOSED PERIOD
          DescriptionBerjaya Sports Toto Berhad ("BToto") has received a notification dated 13 November 2013 from Tan Sri Dato' Seri Vincent Tan Chee Yioun, a Director of Sports Toto Malaysia Sdn Bhd, a major subsidiary of BToto that he intends to deal in the securities of BToto during closed period. His interest in the securities of BToto as at 13 November 2013 is set out in the table below.
          SHARES
          %
          1) Direct Interest
          9,670,004
          0.724
          2) Indirect Interest
          655,609,858
          49.096
          Total
          665,279,862
          49.820


          IGB - Notice of Shares Buy Back - Immediate Announcement

          Announcement Type: Notice of Shares Buy Back - Immediate Announcement
          Company NameIGB CORPORATION BERHAD  
          Stock Name IGB  
          Date Announced13 Nov 2013  
          CategoryNotice of Shares Buy Back - Immediate Announcement
          Reference NoIC-131113-34185

          Date of buy back13/11/2013
          Description of shares purchasedOrdinary shares of RM0.50 each
          CurrencyMalaysian Ringgit (MYR)
          Total number of shares purchased (units)100,000
          Minimum price paid for each share purchased ($$)2.690
          Maximum price paid for each share purchased ($$)2.690
          Total consideration paid ($$)270,087.70
          Number of shares purchased retained in treasury (units)100,000
          Number of shares purchased which are proposed to be cancelled (units)
          Cumulative net outstanding treasury shares as at to-date (units)122,576,967
          Adjusted issued capital after cancellation
          (no. of shares) (units)
          Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)8.96


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

          Announcement Type: General Announcement
          Company NameHARBOUR-LINK GROUP BERHAD  
          Stock Name HARBOUR  
          Date Announced13 Nov 2013  
          CategoryGeneral Announcement
          Reference NoCC-131112-55450

          TypeAnnouncement
          SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
          RECURRENT RELATED PARTY TRANSACTIONS
          DescriptionHARBOUR-LINK GROUP BERHAD ("HARBOUR-LINK")
          - RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OF TRADING NATURE.



          GENP - 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 NameGENTING PLANTATIONS BERHAD  
          Stock Name GENP  
          Date Announced13 Nov 2013  
          CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
          Reference NoGP-131113-483CC

          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 50 SEN EACH
          Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
          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)
          Disposed08/11/2013
          116,600
           

          Circumstances by reason of which change has occurredDISPOSAL
          Nature of interestDIRECT
          Direct (units) 
          Direct (%)15.95 
          Indirect/deemed interest (units) 
          Indirect/deemed interest (%) 
          Total no of securities after change121,020,200
          Date of notice11/11/2013

          Remarks :
          Form 29B dated 11 November 2013 was received on 13 November 2013.


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

          Announcement Type: General Announcement
          Company NameUNITED MALACCA BERHAD  
          Stock Name UMCCA  
          Date Announced13 Nov 2013  
          CategoryGeneral Announcement
          Reference NoUM-131113-38289

          TypeAnnouncement
          SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
          DEALINGS OUTSIDE CLOSED PERIOD
          DescriptionThe Company has received a notification from Mr. Chong Seong Hoe, the General Manager (Plantations) that he has disposed of the following ordinary shares in United Malacca Berhad. Futher details are as follows:-

          Mr. Chong Seong Hoe

          Date of dealing
          Consideration for the dealing (RM per share)
          No. of shares disposed of% of issued share capital
          12 November 2013RM7.255,0000.0024



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