IRIS - Notice of Interest Sub. S-hldr (29A) - Capital Protocol Sdn Bhd
| Company Name | IRIS CORPORATION BERHAD (ACE Market) |
| Stock Name | IRIS |
| Date Announced | 11 Nov 2013 |
| Category | Notice of Interest of Substantial Shareholder Pursuant to Form 29A of the Companies Act. 1965 |
| Reference No | IC-131111-62853 |
Particulars of Substantial Securities Holder
| Name | Capital Protocol Sdn Bhd |
| Address | Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor |
| NRIC/Passport No/Company No. | 1052445-A |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.15 each |
| Name & address of registered holder | Capital Protocol Sdn Bhd Level 6, Symphony House Pusat Dagangan Dana 1 Jalan PJU 1A/46 47301 Petaling Jaya Selangor |
| Remarks : |
| The company received the notice on 8 November 2013. |
INFOTEC - GENERAL MEETINGS: NOTICE OF MEETING
| Company Name | INFORTECH ALLIANCE BERHAD (ACE Market) |
| Stock Name | INFOTEC |
| Date Announced | 11 Nov 2013 |
| Category | General Meetings |
| Reference No | CS-131111-3FB7C |
| Type of Meeting | EGM |
| Indicator | Notice of Meeting |
| Description | INFORTECH ALLIANCE BERHAD |
| Date of Meeting | 27/11/2013 |
| Time | 10:00 AM |
| Venue | Meeting Room 1, Level 3A, Vivatel Kuala Lumpur, 85, Jalan Loke Yew, 55200 Kuala Lumpur, Malaysia |
| Date of General Meeting Record of Depositors | 20/11/2013 |
GRANFLO - MATERIAL LITIGATION
| Company Name | GRAND-FLO BERHAD |
| Stock Name | GRANFLO |
| Date Announced | 11 Nov 2013 |
| Category | General Announcement |
| Reference No | CM-131111-55339 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | GRAND-FLO BERHAD ("GRAND-FLO" OR "THE COMPANY") - MATERIAL LITIGATION BETWEEN SIMAT TECHNOLOGIES PUBLIC COMPANY LIMITED (“SIMAT” OR "PLAINTIFF"), AN ASSOCIATE COMPANY OF GRAND-FLO, AGAINST CAT TELECOM PUBLIC COMPANY LIMITED ("CAT" OR "DEFENDANT") |
Further to the announcement dated 27 February 2013 in relation to the cancellation of the fiber network operating lease contract between Simat and CAT, the company wishes to announce that Simat, an associate company operating in Thailand which Grand-Flo currently holds 55,383,333 common shares of Baht 1.00 each, representing 20.07% of the issued and paid up share capital of Simat, whom is principally involved in supply and installation of Enterprise Data Collection and Collation System (“EDCCS”) solutions and trading of computer related equipment, had on 8 November 2013 filed Civil Suit No. 4572/2556 in the Civil Court of Thailand against CAT to claim damages amounting approximately RM66 million (Baht 663.64 million) from CAT for its failure to accept the equipment installed, services performed and delivered in accordance with the operating lease of optical fiber network system contracts entered into with CAT for the Nakornratchasima and Chiangmai provinces dated 10 June 2011 and 13 June 2011, respectively. The matter has been fixed for investigation on 20 January 2014 and the Company will make the necessary announcement on further development on the matter in due course. Currently, Simat is the sole owner of the fibre network to provide internet services to the customers in Nakornratchasima and Chiengmai provinces. This announcement is dated 11 November 2013. | |
AT - OTHERS AT SYSTEMATIZATION BERHAD (“AT” OR THE “COMPANY”) SHAREHOLDERS’ AGREEMENT BETWEEN AT SYSTEMATIZATION BERHAD (“AT”) AND ASIA BIOENERGY TECHNOLOGIES BERHAD (“ASIABIO”) IN RELATION TO THE SET UP OF BIOMASS PROCESSING TECHNOLOGIES BUSINESS UNIT VIA YELLOW CHOICE SDN. BHD. ("YC")
| Company Name | AT SYSTEMATIZATION BERHAD (ACE Market) |
| Stock Name | AT |
| Date Announced | 11 Nov 2013 |
| Category | General Announcement |
| Reference No | CA-131111-49342 |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subject | OTHERS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | AT SYSTEMATIZATION BERHAD (“AT” OR THE “COMPANY”) SHAREHOLDERS’ AGREEMENT BETWEEN AT SYSTEMATIZATION BERHAD (“AT”) AND ASIA BIOENERGY TECHNOLOGIES BERHAD (“ASIABIO”) IN RELATION TO THE SET UP OF BIOMASS PROCESSING TECHNOLOGIES BUSINESS UNIT VIA YELLOW CHOICE SDN. BHD. ("YC") | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1.0 INTRODUCTION We refer to the Company’s previous announcement dated 11 March 2013 on the Joint Collaboration Agreement (“JCA”) between AT and AsiaBio. The Board of AT is pleased to announce that the Company has on even date extended its collaboration with AsiaBio by executing a Shareholders’ Agreement to regulate the participation and interest of the parties in Yellow Choice Sdn Bhd (“YC”), a vehicle set up by AT to venture into the biomass processing and related machineries fabrication business including biomass composting and biomass energy via gasification technologies (“Shareholders’ Agreement”). The Shareholders’ Agreement shall supersede the JCA signed on 11 March 2013. 2.0 BACKGROUND INFORMATION ON YC YC is a company incorporated in Malaysia on 12 December 2012 and is a dormant off-the-shelf company acquired by AT on even date as a special purpose vehicle to spearhead AT’s venture into biomass processing and related machineries fabrication. It currently has an authorized share capital of RM100,000 divided into 100,000 ordinary shares of RM1.00 each and of which RM2.00 comprising ordinary shares of RM1.00 each has been fully paid up. 3.0 SALIENT TERMS OF THE SHAREHOLDERS’ AGREEMENT 3.1 Equity Structure The Shareholders, namely AT and AsiaBio , hereto agree to the following: - (a) the authorised share capital of YC shall be increased to RM1,000,000 divided into 1,000,000 ordinary shares of RM1.00 each; (b) the paid-up share capital of YC shall be RM100,000, divided into 100,000 ordinary shares of RM1.00 each; (c) the Shareholders shall subscribe for such number of shares as set out below at the respective consideration sum within thirty (30) days from the date of the Shareholders’ Agreement or such further extension as shall be mutually agreed upon by the Shareholders hereto (“the Subscription Period”):
(d) the respective shareholdings of the Shareholders after the subscription of Shares in the Company in clause (c) above are as follows: -
(e) the Shareholders shall make a unconditional application in writing to be addressed to YC for the allotment to them of such numbers of Shares respectively in the proportion specified in (c) above. All issues of new Shares shall be subscribed for in cash or other non-cash means as agreed by the Shareholders in proportion to their shareholdings as aforesaid and if any Shareholder fails to take up his entitlement within the relevant period, the other Shareholders shall have the right to subscribe for such Shares upon the same terms. If such right is not exercised, the Board of YC shall make such arrangements for the subscription of unsubscribed Shares as it deems necessary provided that the third party subscriber agrees to be bound by the terms of the Shareholders’ Agreement. 3.2 No Change to Equity Structure Unless Contracted Otherwise: The Shareholders agree that following the events of Clause 3.1 above, unless transferred by any of the Shareholders in accordance with the terms of the Shareholders’ Agreement it is the intention of the Shareholders that at all times the respective shareholdings of the Shareholders in YC shall be as follows: -
3.3 Offer of New Shares to Shareholders First All new Shares to be issued by YC hereafter shall be offered to the Shareholders in proportion to their Shareholdings as stipulated in Clause 3.2 and any new Shares not taken and paid up by any Shareholder may be offered by the Board of YC first to the other Shareholder(s) in the proportion their respective Shareholdings bear to each other and only if the other Shareholder(s) do(es) not accept the offer, to such third party or parties as the Board of YC may deem fit PROVIDED ALWAYS that the Shareholder which declined to take up its respective portion of the new Shares and the directors nominated by that declining Shareholder, shall not be entitled to object to the offer and subsequent sale of such portion of the new Shares to a third party or third parties. 3.4 Profit Sharing The profit sharing of the Shareholders shall be in accordance with their respective equity interest in the Company as set out in Clause 3.2 above or which may be varied by the Shareholders from time to time in accordance with the terms of the Shareholders’ Agreement. 3.5 Appointment of Directors There shall not be shareholding qualification for the appointment of directors, but the Shareholders shall have the right to appoint Directors in accordance to their respective Shareholdings. The Board of YC shall consist of no more than four (4) Directors with each Shareholder entitled to only one (1) representative on the board of directors. So long as they remain the only Shareholders and hold shares in the Company in the initial proportion as set out in Clause 3.2, the Shareholders shall be entitled to nominate such number of Directors to the Board in the ratio set out below. The members of the board of directors for the time being shall be constituted as follows: -
In the event that the initial number of Shareholders and/or the proportions in which the shares held are altered, the entitlement of each Shareholder to nominate and be represented by Directors shall, subject to the maximum number of Directors as set out above, as near as possible, be in such proportions as is represented by the closest whole numbered ratios of their respective shareholdings. The approval in writing of all the shareholders shall be required for any adjustment in the composition of the board of directors. 3.6 Responsibilities of the Shareholders AT: AT shall have the following responsibilities: - (a) provide working capital funding for YC as may be required; (b) responsible in securing of funding as may be required for set up of any facility; (c) in charge of the daily operational activity of YC including marketing, production, etc.; (d) in charge of all fabrication and machinery related matters of YC; (e) advise on the management of all financial matters of YC, including accounting, investment, budgeting and other related matters; (f) to use its best endeavor to assist in the development of the company in the territory which includes securing a joint ventures, joint research and development and co-branding for marketing of YC in the territory; and (g) assisting YC to obtain all necessary permits, consents, licences, authorizations and incentives and/or grants from all appropriate authorities as may be required from time to time for YC. AsiaBio: AsiaBio shall have the following responsibilities: - (a) responsible in evaluation and securing of the technology as may be required for the conduct of YC’s business in the biomass gasification machineries; and (b) responsible in the technology matters for biomass composting technology development. 3.7 Non-competition: AT acknowledge that they may not engage directly or indi rectly in activities which are or may be competitive with the business or any other business of YC, unless the consent in writing of AsiaBio is obtained. The Shareholders acknowledge that AsiaBio is a technology incubator and as such will be involved in other companies with similar business to YC. 4.0 RATIONALE AND PROSPECTS Malaysian has large land plantation area. Large tracts of land are cultivated with perennial tree crops such as palm oil. Besides oil palm, the other cultivations are rubber, cocoa and paddy. Hence, large amount of biomass are generated in terms of empty fruit bunches and other biomass. The entry into the Shareholders’ Agreement will allow AT to diversify its product base to fabricate biomass processing equipments for biomass composting and/or biomass gasification i.e. electricity generation. This is in line with the expansion plan by AT and would broaden AT’s income base. It is expected to contribute positively to AT’s future prospects and earnings. The risks the Group is exposed to include general business risks as well as certain risks inherent in the industry. These may include, amongst others, changes in the general economic, business and credit conditions, increased level of competition, unexpected short product lifecycles, changes in workforce, availability of funds for its working capital and etc. 5.0 FINANCIAL EFFECTS The entry into the Shareholders’ Agreement will not have any effect on the share capital, shareholdings of major shareholders, net assets per share and gearing of AT Group. The entry into the Shareholders’ Agreement is not expected to have any immediate material effect on the earnings of the Group for the financial year ending 28 February 2014 but anticipated to contribute positively to the Group in the long term. The initial joint investment in YC is to provide for its working capital requirements. There are no liabilities, including contingent liabilities or guarantees expected to be assumed by AT for the Shareholders’ Agreement. 6.0 APPROVALS REQUIRED The Shareholders’ Agreement is not subject to the approval of the shareholders of AT or any government authorities. 7.0 PERCENTAGE RATIO The highest percentage ratio applicable to the Shareholders’ Agreement pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.6%. 8.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the Directors and major shareholders of AT and person(s) connected to them have any direct or indirect interest in the Shareholders’ Agreement. 9.0 DIRECTORS’ STATEMENT The Board of Directors of AT, after having considered all aspects of the Shareholders’ Agreement, are of the opinion that the Shareholders’ Agreement is in the best interest of the Company. 10.0 TENTATIVE TIMELINE Barring any unforeseen circumstances, the Shareholders’ Agreement will be completed on the date of this announcement. 11.0 DOCUMENTS FOR INSPECTION A copy of the Shareholders’ Agreement is available for inspection at the registered office of AT during normal business hours from Monday to Friday (except public holidays) at Suite S-21-H, 21st Floor, Menara Northam, 55 Jalan Sultan Ahmad Shah, 10050 Penang for a period of three (3) months from the date of this announcement. This announcement is dated 11 November 2013.
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AMBANK - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | AMMB HOLDINGS BERHAD |
| Stock Name | AMBANK |
| Date Announced | 11 Nov 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AH-131111-9099E |
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 | Citigroup Nominees (Tempatan) Sdn Bhd Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur 1. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board [Acquisition of 2,302,300 shares] 2. Employees Provident Fund Board 3. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (MAYBAN) [Acquisition of 80,000 shares] 4. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (KAF FM) [Change of name from Employees Provident Fund Board (ALLIANCE)] 5. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) 6. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) 7. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM) 8. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (TEMPLETON) |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 06/11/2013 | 2,382,300 |
| Remarks : |
| This notice was received on 11 November 2013. |
IGB - Notice of Shares Buy Back - Immediate Announcement
| Company Name | IGB CORPORATION BERHAD |
| Stock Name | IGB |
| Date Announced | 11 Nov 2013 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | IC-131111-387F2 |
IGB - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board (EPF)
| Company Name | IGB CORPORATION BERHAD |
| Stock Name | IGB |
| Date Announced | 11 Nov 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | IC-131111-337D0 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board (EPF) |
| Address | Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.50 each |
| Name & address of registered holder | EPF Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur Citigroup Nominees (Tempatan) Sdn Bhd (Citigroup) - EPF Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur Citigroup - EPF (NOMURA) - Address as above Citigroup - EPF (HDBS) - Address as above |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 06/11/2013 | 164,800 |
| Remarks : |
| EPF's notice was received on 11/11/2013 |
PJDEV - Changes in Sub. S-hldr's Int. (29B) - Dindings Consolidated Sdn. Bhd.
| Company Name | PJ DEVELOPMENT HOLDINGS BERHAD |
| Stock Name | PJDEV |
| Date Announced | 11 Nov 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | PD-131108-59970 |
Particulars of substantial Securities Holder
| Name | Dindings Consolidated Sdn. Bhd. |
| Address | 17th Floor, Plaza OSK Jalan Ampang 50450 Kuala Lumpur |
| NRIC/Passport No/Company No. | 8226-P |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Same as above |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 06/11/2013 | 123,000 |
AFG - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | ALLIANCE FINANCIAL GROUP BERHAD |
| Stock Name | AFG |
| Date Announced | 11 Nov 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AF-131111-E2465 |
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 | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA)(Disposal of 60,700 shares) 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) |
| Disposed | 04/11/2013 | 60,700 |
| Remarks : |
| The Form 29B dated 6 November 2013 was received on 8 November 2013. |
AFG - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | ALLIANCE FINANCIAL GROUP BERHAD |
| Stock Name | AFG |
| Date Announced | 11 Nov 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AF-131111-E2C67 |
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 | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AM INV)(Disposal of 369,900 shares) 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) |
| Disposed | 06/11/2013 | 369,900 |
| Remarks : |
| The Form 29B dated 7 November 2013 was received on 11 November 2013. |
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