KPS - OTHERS KUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”) OFFER TO PURCHASE 90.83% EQUITY INTEREST IN TITISAN MODAL (M) SDN BHD BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED) (“PROPOSED ACQUISITION”)
| Company Name | KUMPULAN PERANGSANG SELANGOR BERHAD |
| Stock Name | KPS |
| Date Announced | 31 Dec 2013 |
| Category | General Announcement |
| Reference No | MI-131231-57535 |
| Type | Announcement |
| Subject | OTHERS |
| Description | KUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”) OFFER TO PURCHASE 90.83% EQUITY INTEREST IN TITISAN MODAL (M) SDN BHD BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED) (“PROPOSED ACQUISITION”) |
Reference is made to the Company’s announcements dated 21 November 2013 and 4 December 2013 in relation to the Proposed Acquisition (“Announcements”). Unless the context otherwise requires, all expressions used herein shall have the same meanings assigned thereto in the Announcements. The Board wishes to announce that the Company has received a letter dated 30 December 2013 from KDEB requesting for an extension of time until 15 January 2014 (“Extension of Time”) for KDEB to review the terms and conditions of acceptance for the Proposed Acquisition (“Conditions of Acceptance”) as contained in the Company’s letter dated 4 December 2013. The Board has deliberated and resolved to agree to the Extension of Time for KDEB to consider and revert with its response to the Conditions of Acceptance. | |
KPS - OTHERS KUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”) OFFER TO PURCHASE 30% EQUITY INTEREST IN SYARIKAT PENGELUAR AIR SELANGOR HOLDINGS BERHAD BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED) (“PROPOSED ACQUISITION”)
| Company Name | KUMPULAN PERANGSANG SELANGOR BERHAD |
| Stock Name | KPS |
| Date Announced | 31 Dec 2013 |
| Category | General Announcement |
| Reference No | MI-131231-57039 |
| Type | Announcement |
| Subject | OTHERS |
| Description | KUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”) OFFER TO PURCHASE 30% EQUITY INTEREST IN SYARIKAT PENGELUAR AIR SELANGOR HOLDINGS BERHAD BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED) (“PROPOSED ACQUISITION”) |
Reference is made to the Company’s announcements dated 21 November 2013 and 4 December 2013 in relation to the Proposed Acquisition (“Announcements”). Unless the context otherwise requires, all expressions used herein shall have the same meanings assigned thereto in the Announcements. The Board wishes to announce that the Company has, via its wholly-owned subsidiary, Viable Chip (M) Sdn Bhd (“Viable Chip”), received a letter dated 30 December 2013 from KDEB requesting for an extension of time until 15 January 2014 (“Extension of Time”) for KDEB to review the terms and conditions of acceptance for the Proposed Acquisition (“Conditions of Acceptance”) as contained in Viable Chip’s letter dated 4 December 2013. The Board has deliberated and resolved to agree to the Extension of Time for KDEB to consider and revert with its response to the Conditions of Acceptance. This announcement is dated 31 December 2013. | |
OCTAGON - OTHERS PROPOSED DISPOSAL OF THE FREEHOLD LAND IDENTIFIED AS HSM 787, 788, HSD 37818 AND HSD 37819 RESPECTIVELY, MUKIM 6, SEBERANG PERAI TENGAH, PULAU PINANG, TOGETHER WITH INDUSTRIAL FACTORY THEREON BY DURACHEM (PG) SDN BHD TO AM FORKLIFT SDN BHD (“PROPOSED DISPOSAL”).
| Company Name | OCTAGON CONSOLIDATED BERHAD |
| Stock Name | OCTAGON |
| Date Announced | 31 Dec 2013 |
| Category | General Announcement |
| Reference No | OC-131231-AA413 |
| Type | Announcement |
| Subject | OTHERS |
| Description | PROPOSED DISPOSAL OF THE FREEHOLD LAND IDENTIFIED AS HSM 787, 788, HSD 37818 AND HSD 37819 RESPECTIVELY, MUKIM 6, SEBERANG PERAI TENGAH, PULAU PINANG, TOGETHER WITH INDUSTRIAL FACTORY THEREON BY DURACHEM (PG) SDN BHD TO AM FORKLIFT SDN BHD (“PROPOSED DISPOSAL”). |
The Board of
Directors of Octagon wishes to announce that Durachem (Pg) Sdn Bhd ("DPG"), a wholly owned subsidiary of Durachem Sdn Bhd, which in
turn is a wholly owned subsidiary of Octagon, and AM Forklift Sdn Bhd (“AMF”), have
on 30 December 2013 entered into a Sale and Purchase Agreement (“SPA” or
“Agreement”) for DPG to dispose the land identified as HSM 787, 788, HSD 37818 and
HSD 37819 respectively, Mukim 6, Seberang Perai Tengah, Pulau Pinang (“Land”),
together with the industrial factory thereon (“Building”) (the Land and the
Building shall collectively be referred to as the “Property”) for a cash consideration
of RM3,100,000.00 (“Consideration Price”), upon the terms and conditions
stipulated in the said SPA. | |
DNONCE - Annual Audited Accounts - 31 August 2013
| Company Name | D'NONCE TECHNOLOGY BHD |
| Stock Name | DNONCE |
| Date Announced | 31 Dec 2013 |
| Category | PDF Submission |
| Reference No | CP-131231-50192 |
| Subject | Annual Audited Accounts - 31 August 2013 |
DNONCE - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | D'NONCE TECHNOLOGY BHD |
| Stock Name | DNONCE |
| Date Announced | 31 Dec 2013 |
| Category | General Announcement |
| Reference No | CP-131230-62703 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | D’NONCE TECHNOLOGY BHD. Disposal of Property by Subsidiary Company |
Please refer to the Appendix 1 as attached. | |
MINETEC - OTHERS Minetech Resources Berhad (“MRB” or “the Company”) - Joint-Venture Agreement between Pantai Quarry Sdn. Bhd. and Minetech Pavement Technologies Sdn. Bhd.
| Company Name | MINETECH RESOURCES BERHAD |
| Stock Name | MINETEC |
| Date Announced | 31 Dec 2013 |
| Category | General Announcement |
| Reference No | CA-131231-63195 |
| Type | Announcement | ||||||||||||||||||
| Subject | OTHERS | ||||||||||||||||||
| Description | Minetech Resources Berhad (“MRB” or “the Company”) - Joint-Venture Agreement between Pantai Quarry Sdn. Bhd. and Minetech Pavement Technologies Sdn. Bhd. | ||||||||||||||||||
Draft announcement 1. INTRODUCTION The Board of Directors of MRB is pleased to announce that Minetech Pavement Technologies Sdn. Bhd. (“MPTSB”), the wholly-owned subsidiary of Minetech Quarries Sdn. Bhd., which in turn a wholly-owned subsidiary of MRB, has on 31 December 2013 entered into a Joint-Venture Agreement (“JV Agreement”) with Pantai Quarry Sdn. Bhd. (Company no. 597223-K) having its address at Lot 336, Jalan Kampung Nelayan, Sungai Batu, 34900 Pantai Remis, Perak (“PQSB”) (“Proposed Joint Venture”). MPTSB and PQSB, collectively be referred as the “Parties”. The scope of the Joint-Venture Agreement (“JVA”) is as follows:- 1. The Parties have decided to form a joint venture company (“JVC”) in Malaysia and agreed as follows:- a) that a JVC will be formed based on the terms contained in the JVA to assume and enjoy all PQSB’s benefits and undertake all PQSB’s obligations contained in the Deed of Mutual Agreement (“DOMA”) as mentioned below and to undertake the business of development of the quarry on the Quarry Land, undertaking the Quarry Operations for the Quarry Products and Other Products on the Quarry Land, the Quarry Downstream Operations and undertaking the sales and marketing of the Quarry Products and Other Products (“Business”); The definitions for Quarry Operations, Quarry Land, Quarry Products and Other Products and Quarry Downstream Operations shall be as follows:- (1) Quarry Operations shall mean all quarrying operations or activities related to or reasonably incidental thereto including but not limited to digging, drilling, blasting, extracting, excavating, crushing, processing, stockpiling, transporting, removing, selling, distributing or otherwise disposing of the quarry products. (2) Quarry Land - quarry land located on all that land held under H.S. (D) 36565, Lot No. PT 18536, Mukim Pengkalan Baharu, Daerah Manjung, Negeri Perak measuring approximately 346,185 square meters with the following conditions:- (i) Kategori penggunaan Tanah: Perusahaan (ii) Syarat-syarat nyata: Perusahaan Ringan; (iii) Sekatan-sekatan Kepentingan: Tanah ini boleh dipindahmilik atau dipajak dengan kebenaran bertulis oleh Pihak Berkuasa Negeri; and (iv) 99 years leasehold expiring on 18 December 2111. (3) Quarry Products shall include but not limited to granite blocks, rock materials, aggregate of all sizes, crusher run, quarry dust or any other by-products thereof but excluding Dolomite and Limestone. (4) Other Products shall mean Dolomite and Limestone. (5) Quarry Downstream Operations shall be other related activities including but not limited to pre-mix operations and ready mixed concrete operations for the remainder of the Lease Term (the tenure for the Quarry Operations on the Quarry Land of 10 years with an option to renew for a further 10 years). b) that PQSB shall assign all its rights, title and interest in the DOMA as mentioned below to the JVC; c) that all PQSB’s obligations and particularly PQSB’s payment obligations contained in the DOMA shall be assumed and undertaken by the JVC; d) the JVC shall be 51% owned by MPTSB and 49% owned by PQSB; and e) that the parties shall cause the JVC to contract with K.S. Chin Minerals Sdn. Bhd. (Company No. 115934-U), a wholly-owned subsidiary of MRB, or such other nominee of MPTSB for the purpose of undertaking the entire Quarry Operations on the Quarry Land excluding the selling, distributing or disposal of the Quarry Products or the Quarry Downstream Operations. 2. PIRSB Industrial Development Sdn. Bhd. (“PIRSB”) (Company No. 487618-P) is a company incorporated in and under the laws of Malaysia with its address at Level 3, Wisma Wan Mohamed, Jalan Panglima Bukit Gantang Wahab, 30904 Ipoh, Perak. PIRSB and PQSB had on 17 January 2013 entered into a DOMA. Pursuant to the DOMA, PIRSB agreed to appoint PQSB to extract the materials/ minerals from the Quarry Land and PQSB inter-alia agreed to prepare the Quarry Land for future development (clearing out and flattening the Quarry Land) and to share profits from the quarry operation by way of payments of Royalties to PIRSB. The DOMA was also subject to all conditions and restrictions imposed by the relevant authorities. 3. Subject to the terms and conditions set out in the JVA, the Parties are desirous of incorporating a company in Malaysia to be named “Minetech PQ Sdn. Bhd.”, to carry on the Business. The Proposed JV Company shall have an initial issued and paid-up share capital of RM500,000.00 divided into 500,000 Ordinary Shares of RM1.00 each. 2. details of the PROPOSED JOINT VENTURE 2.1 Information on MPTSB MPTSB was incorporated in Malaysia on 22 September 2005 under the Companies Act, 1965 as a private limited company. MPTSB is currently dormant. MPTSB has an authorised share capital of RM100,000.00 and issued and fully paid up share capital of RM2.00 comprising 2 ordinary shares of RM1.00 each. 2.2 Information on PQSB PQSB was incorporated on 29 October 2012 as a private limited company. It has an authorised share capital of RM5,000,000.00 and issued and fully paid up share capital of RM3,980,000.00 PQSB is principally engaged in the business of quarry operator. 3. JUSTIFICATION AND BASIS OF ARRIVING AT THE SHARES CONSIDERATION/ INFORMATION ON THE ASSETS 3.1 The Salient Terms of the JV Agreement (a) Board of Directors of the Proposed JVC Upon completion of the subscription of the shares between the Parties, the Board of JVC shall consist of four (4) members, as follows:- (i) two (2) directors nominated by MPTSB; (ii) two (2 ) directors nominated by PQSB; and (iii) the Chairman of the Board shall be a nominee of MPTSB. (b) Information on the Assets The Parties agree that upon acquisition of the JVC, subject to the terms and conditions stated in the JVA, subscribe for Ordinary Shares in the JVC in the following manner:- Party Cash/ Injection of Assets Number of Ordinary Shares MPTSB 254,998 254,998 PQSB 245,000 245,000 such that the Parties’ respective shareholdings in the JVC immediately thereafter shall be as follows:-
(c) Termination Any of the Parties shall be entitled to terminate the JVA immediately by notice in writing to the other Parties if any of the events set out below shall occur. The said events are:‑ (i) if any Party commits a material breach of its obligations and/ or undertakings under the JVA, and in the case of a breach capable of being remedied, fails to remedy such breach within thirty (30) Business Days of being required in writing so to do by any of the other non-defaulting Party(ies); (ii) if any Party:- (a) becomes insolvent; (b)goes into voluntary liquidation other than for the purpose of reconstruction or amalgamation; or (c) has winding-up or analogous proceedings presented against it in court; (iii) if any Party enters into any composition or arrangement with its creditors; (iv) if a receiver is appointed over the whole or any part of the undertaking or assets of any of the Parties; (v) if the shares in the JVC held by any of the shareholders are transferred, assigned, sold or disposed of to any person otherwise than in accordance with the terms of the JVA; (vi) if any Party has made material representation or warranty for the purpose of including the other party to enter into the JVA and such representation or warranty proves to be materially false, inaccurate or incomplete. 3.2 Source of Funding The cash consideration of MPTSB for the Proposed Joint-Venture is to be funded by the Private Placement undertaken by MRB. 3.3 Liabilities to be assumed
There are no liabilities including contingent liabilities and guarantees to be assumed by MRB arising from the Proposed Joint Venture. 4. RATIONALE FOR THE PROPOSED JOINT VENTURE The Proposed Joint Venture is in line with MRB’s strategy of enhancing its core quarry operations business by turning around this segment of business for financial year ending 2014. 5. PROSPECTS In view of the above, the Proposed Joint Venture is expected to contribute positively to the future earnings of MRB Group and enhance the shareholders’ value in the long-term. 6. RISK FACTORS The Business is subject to the following risk factors:- a) the quarry operations business operates in a highly regulated environment and its continuity is subject to PQSB maintaining its license and complying with all regulatory requirements as per the DOMA with PIRSB; b) the ability to compete effectively in the quarry operations industry depends on the working conditions of plant and machinery; (c) operating in a competitive environment; (d) adequacy of risk management framework; (e) exposed to litigation and regulatory investigations; (f) affected by changes in political, economic, regulatory and social conditions. 7. FINANCIAL EFFECTS 7.1 Issued and Paid-Up Capital and Substantial Shareholders’ Shareholdings The Proposed Joint Venture will not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings of MRB as it does not involve issuance of new shares. 7.2 Earnings, Net Assets and Gearing The Proposed Joint Venture will not have material effect on the earnings, net assets and gearing of the Group for the financial year ending 31 December 2014. 8. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable for the Proposed Joint Venture pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.47% resulted from the total equity participation of MRB in the Proposed JVC (based on eventual issued capital of the Proposed JVC) compared with the net assets of MRB. 9. APPROVAL REQUIRED The Proposed Joint Venture is not subject to the approval of the shareholders of MRB or any other relevant authorities. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Joint Venture is expected to be completed at Kuala Lumpur, Malaysia within 6 months to be agreed between the Parties. 11. DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors and/or Major Shareholders of the Company and/or persons connected to the Directors and/or Major Shareholders have any interest, whether directly or indirectly, in the Proposed Joint Venture. 12. STATEMENT BY DIRECTORS After taking into consideration all aspects of the Proposed Joint Venture, the Board is of the opinion that the Proposed Joint Venture is in the best interests of the Group. 13. DOCUMENTS FOR INSPECTION A copy of the JVA relating to the Proposed Joint Venture will be made available for inspection at the Registered Office of the Company during normal business 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 31 December 2013.
| |||||||||||||||||||
WCT - Changes in Sub. S-hldr's Int. (29B) - Taing Kim Hwa
| Company Name | WCT HOLDINGS BERHAD |
| Stock Name | WCT |
| Date Announced | 31 Dec 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | WW-131231-2841E |
Particulars of substantial Securities Holder
| Name | Taing Kim Hwa |
| Address | 10, Jalan Eksekutif U1/6, Seksyen U1, 40000 Shah Alam, Selangor Darul Ehsan |
| NRIC/Passport No/Company No. | 530604-10-5005 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.50 each |
| Name & address of registered holder | 1) WCT Capital Sdn Bhd 2) Taing Kim Hwa 3) Various Nominees |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 30/12/2013 | 100,000 | 2.050 |
YOKO - Notice of Shares Buy Back - Immediate Announcement
| Company Name | YOKOHAMA INDUSTRIES BERHAD |
| Stock Name | YOKO |
| Date Announced | 31 Dec 2013 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CC-131231-2E318 |
No comments:
Post a Comment