INFOTEC - OTHERS INFORTECH ALLIANCE BERHAD (“IAB” or “the Company”) - Entry into a joint venture agreement between Infortech Software Sdn. Bhd., a wholly-owned subsidiary of IAB, and SWT International Sdn. Bhd. to undertake the development, management, operation and implementation of medical waste treatment in Malaysia
| Company Name | INFORTECH ALLIANCE BERHAD (ACE Market) |
| Stock Name | INFOTEC |
| Date Announced | 11 Mar 2014 |
| Category | General Announcement |
| Reference No | CS-140310-38531 |
| Admission Sponsor | TA Securities Holdings Bhd |
| Sponsor | Same as above |
| Type | Announcement | ||||||||||||||||||||
| Subject | OTHERS | ||||||||||||||||||||
| Description | INFORTECH ALLIANCE BERHAD (“IAB” or “the Company”) - Entry into a joint venture agreement between Infortech Software Sdn. Bhd., a wholly-owned subsidiary of IAB, and SWT International Sdn. Bhd. to undertake the development, management, operation and implementation of medical waste treatment in Malaysia | ||||||||||||||||||||
1.
INTRODUCTION The Board
of Directors of IAB (“Board”) wishes to announce that its wholly-owned
subsidiary, Infortech Software Sdn. Bhd. (“ISSB”), had on 11 March 2014
entered into a joint venture agreement (“JVA”) with SWT International Sdn. Bhd.
(“SWTSB”) for the purpose of undertaking the development, management, operation
and implementation of medical waste treatment in Malaysia (“the Treatment”),
and for the purposes of the necessary transfer of technology in the area of the
Treatment and to develop the necessary expertise surrounding the Treatment, a
joint venture company (“JVC”) would be formed.
2.
DETAILS OF THE JOINT VENTURE 2.1
Information on ISSB and SWTSB 2.1.1
ISSB ISSB
was incorporated in Malaysia on 22 October 1990 under the Companies Act, 1965 (“the
Act”) as a private limited company and having its registered address at Level
7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights,
50490 Kuala Lumpur, Wilayah Persekutuan, and place of business at Unit A-32-06,
Three Two Square, 2, Jalan 19/1, 46300 Petaling Jaya, Selangor Darul Ehsan. It
has an authorised share capital of RM1,000,000.00 comprising 1,000,000 ordinary
shares of RM1.00 each and an issued and paid-up share capital of RM1,000,000.00
comprising 1,000,000 ordinary shares of RM1.00 each. ISSB
is involved in the business of software development and providing marketing
support, system integration and network solutions. However, its current operations are minimal
and with the entry into the JVA, it is intended for ISSB to diversify into the
Treatment. 2.1.2
SWTSB SWTSB was incorporated in It has an authorised share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each and an issued and paid-up share capital of RM3,500,000.00 comprising 3,500,000 ordinary shares of RM1.00 each. SWTSB is engaged in planning, research and development, management, consultation, project contracting, supply and operation of incinerators to process solid, industrial and medical waste in an economic manner while producing steam for power generation and heating. 2.2
Salient terms of the JVA The
salient terms and conditions of the JVA are as follows:- 2.2.1
The JVA is conditional upon the following conditions precedents being fulfilled
or obtained on or before the expiry of the period of 180 days from the date of
the JVA or such later date as the parties shall mutually agree in writing (“Approval
Period”):- (i)
the results of the financial, technical and legal due diligence audits of each parties
(i.e., ISSB and SWTSB referred to as “Party”, individually) is being acceptable
and satisfactory to the other Party; (ii)
each Party shall within the Approval Period present to the other Party original
copies of approvals from the authorities to conduct the Treatment; (iii)
each Party shall within the Approval Period present to the other Party all
licenses granted by the relevant authorities in relation to the conduct of the
Treatment; (iv)
ISSB shall within the Approval Period procure all approvals from the relevant
authorities necessary for the incorporation of the JVC; (v)
SWTSB shall within the Approval Period present to ISSB the full technical
specifications, characteristics and method statement for the “Pyrolysis
Treatment Technology” including the hardware and software for the advanced
computer frequency conversion control adopted in the system; (vi)
the approval of the shareholders and/or board of directors of SWTSB and ISSB to
enter into the JVA; and (vii)
incorporation of the JVC. 2.2.2 Upon the execution of the JVA and no later than the date of the expiry of the Approval Period, the Parties shall procure the formation of the JVC to the intent and effect that the shareholding in the JVC shall be as follows:-
2.2.3
Breakdown of total capital and investment outlay in the joint venture is as
follows:- Upon
the entry into the JVA, the initial investment outlay in the formation of the
JVC is RM51,000.00 being ISSB’s 51% equity interest in the JVC. IAB is unable to determine the actual total
investment outlay in the joint venture at this juncture and its preliminary
estimates are as follows:-
2.2.4
Source(s) of funds for financing the investment in the JVC and the breakdown
are as follows:- The above-mentioned
preliminary estimates as set out in Section 2.2.3 of this announcement shall
be funded by way of internally-generated funds of IAB and its subsidiaries
(collectively referred to as “IAB Group” or “Group”). 3.
RATIONALE FOR THE JOINT VENTURE IAB
had on 10 December 2013 completed the acquisition of Jaring Metal Industries
Sdn. Bhd. (“JMI”) and this has enabled the IAB Group to diversify into a new
profitable business namely that of JMI’s.
JMI is a one-stop total waste management (“TWM”) solution provider with
a complete range of facilities to its suppliers. JMI is able to offer both
partial recovery services (i.e., sorting and dismantling) as well as full
recovery services (i.e., sorting, dismantling and refining of scheduled waste).
While its core competence lies in scheduled waste, JMI is also able to recycle
other scheduled and non-scheduled wastes such as acid, alkaline, sludge, metal,
wood, plastic and to handle domestic waste. The
entry into the JVA is expected to be synergistic as it would enable the IAB
Group to expand its TWM solution services to include the Treatment segment via
the JVC. While the Treatment is a relatively
new segment for the Group, the JVA would enable the necessary transfer of
technology in this segment and to develop the necessary expertise surrounding
the Treatment industry via the JVC. As
such, the Board expects the collaboration via the JVC will enhance the Group’s
earning base and contribute positively to the Group’s earnings in the future. The
joint venture is in line with the Parties’ objectives as follows:- (i)
to undertake the Treatment; (ii)
to promote the principal activity of the JVC in the Treatment; and (iii)
to keep abreast of and if necessary, explore, acquire and exploit the latest
technology and know-how relating to the “Pyrolysis Treatment Technology” or
such related technology. 4. RISKS
FACTORS The
IAB Group is involved in the business of providing TWM solutions thus the entry
into the joint venture would, in essence, subject the Group to similar business
risks that the Group is currently exposed to. Such risks include but are not
limited to, changes in general economic conditions, government regulations,
inability to obtain and/or loss or non-renewal of the licenses to handle certain
wastes, inflation and fluctuation of material cost and labour cost. To
mitigate the above, the Group will closely monitor and address the risks involved
in a timely manner based on its experience and expertise in the TWM industry. In addition, the JVC is intended to enable
the necessary transfer of technology as well as the development of the necessary
expertise surrounding the Treatment. This would provide the necessary guidance for the Group to mitigate and/or
manage new risk(s) which could arise from the Treatment. Notwithstanding the efforts to be made, there
can be no assurance that any change of the above-mentioned risks would not have
certain material adverse effects on the Group’s business. 5.
FINANCIAL EFFECT The
joint venture is not expected to have any material impact on the earnings, net
assets per share and gearing of the Company and Group for the financial year
ending 6.
ESTIMATED TIME FRAME FOR COMPLETION Barring
any unforeseen circumstances, the JVC shall be formed no later than the date of
the expiry of the Approval Period. 7.
DIRECTORS’ RECOMMENDATION The
directors of IAB are of the opinion that the terms of the JVA are fair and
reasonable and that the entry in to the joint venture is in the best interests
of the Company. 8.
DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS None
of the directors and/or major shareholders of the Company has any interest,
direct or indirect in the joint venture. 9.
APPROVAL REQUIRED The JVA is not subject to the approval of the shareholders of IAB and/or any regulatory authorities. 10. DOCUMENTS FOR INSPECTION The
JVA is available for inspection during normal business hours from Mondays to
Fridays (except public holidays) at the registered office of ISSB at Level
7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights,
50490 Kuala Lumpur, Wilayah Persekutuan for a period of three (3) months from
the date of this announcement. This announcement is dated 11 March 2014. | |||||||||||||||||||||
MAA - PRACTICE NOTE 17 / GUIDANCE NOTE 3:OTHERS
| Company Name | MAA GROUP BERHAD |
| Stock Name | MAA |
| Date Announced | 11 Mar 2014 |
| Category | General Announcement |
| Reference No | CM-140311-66763 |
| Type | Announcement |
| Subject | PRACTICE NOTE 17 / GUIDANCE NOTE 3 OTHERS |
| Description | MAA GROUP BERHAD ("MAAG" OR "THE COMPANY") APPLICATION FOR AN EXTENSION OF TIME TO COMPLY WITH PARAGRAPH 8.04(3) AND PRACTICE NOTE 17 (“PN17”) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") ("LISTING REQUIREMENTS") |
We refer to the Company’s announcement dated 29 November 2013 (“Announcement”) in relation to the application for an extension of time to comply with Paragraph 8.04(3) and PN17 of the Listing Requirements (“Application”). Further to the Announcement, the Board of Directors of MAAG (“Board”) wishes to announce that Bursa Malaysia has, vide its letter dated 11 March 2014, granted an extension of time of up to 31 July 2014 for MAAG to submit a regularisation plan to Bursa Securities (“Extension of Time”). Bursa Securities has decided to grant the Extension of Time after taking into consideration, on amongst others, the following:
(ii) The latest consolidated financial position of MAAG and its group of companies including its consolidated shareholders' equity and net assets, cash and cash equivalents as well as its gearing position. The Extension of Time is without prejudice to Bursa Securities' right to proceed to suspend the trading of the listed securities of MAAG and to de-list the Company in the event:
(ii) MAAG fails to obtain the approval from any of the regulatory authorities necessary for the implementation of its regularisation plan; and (iii) MAAG fails to implement its regularisation plan within the time frame or extended time frame stipulated by any of the regulatory authorities. This announcement is dated 11 March 2014. | |
DELEUM - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):COMBINATION OF NEW ISSUE OF SECURITIES
| Company Name | DELEUM BERHAD |
| Stock Name | DELEUM |
| Date Announced | 11 Mar 2014 |
| Category | General Announcement |
| Reference No | ML-140311-64736 |
| Type | Announcement |
| Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) COMBINATION OF NEW ISSUE OF SECURITIES |
| Description | DELEUM BERHAD (“DELEUM” OR THE “COMPANY”) I. PROPOSED BONUS ISSUE; II. PROPOSED SHARE SPLIT; III. PROPOSED AMENDMENTS; AND IV. PROPOSED LTIP |
On behalf of the Board of Directors of Deleum (“Board”), Hong Leong Investment Bank Berhad (“HLIB”) wishes to announce that Deleum proposes to undertake the following corporate proposals: (i) Proposed bonus issue of 50,000,000 new ordinary shares of RM1.00 each in the Company (“Deleum Shares”) (“Bonus Shares”) to be credited as fully paid-up, on the basis of 1 Bonus Share for every 3 existing Deleum Shares held, on an entitlement date to be determined (“Proposed Bonus Issue”); (ii) Proposed share split involving the subdivision of every 1 existing Deleum Share held into 2 new ordinary shares of RM0.50 each in Deleum, on an entitlement date to be determined (“Proposed Share Split”); (iii) Proposed amendments to the Memorandum of Association of Deleum to facilitate the Proposed Share Split (“Proposed Amendments”); and (iv) Proposed establishment of a long term incentive plan (“LTIP”) of up to 10% of the issued and paid-up share capital of Deleum (excluding treasury shares, if any) at any point in time during the duration of the proposed LTIP for Directors of Deleum acting in an executive capacity and key employees of Deleum and its subsidiaries (“Proposed LTIP”). (The Proposed Bonus Issue, Proposed Share Split, Proposed Amendments and Proposed LTIP are collectively referred to as the “Proposals”.) Further details of the announcement in relation to the Proposals are set out in the attachment.
This announcement is dated 11 March 2014. | |
SHANG - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")
| Company Name | SHANGRI-LA HOTELS (MALAYSIA) BERHAD |
| Stock Name | SHANG |
| Date Announced | 11 Mar 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | SH-140307-B17A9 |
Particulars of substantial Securities Holder
| Name | Mitsubishi UFJ Financial Group, Inc ("MUFG") |
| Address | 7-1, Marunouchi 2-Chome Chiyoda-ku Tokyo 100-8330 Japan |
| NRIC/Passport No/Company No. | - |
| Nationality/Country of incorporation | Japan |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | (1) Aberdeen Asset Management Asia Limited 21 Church Street #01-01 Capital Square Two Singapore 049480 (2) Aberdeen Asset Management Sdn Bhd Suite 1005, 10th Floor Wisma Hamzah-Kwong Hing No. 1, Leboh Ampang 50100 Kuala Lumpur (3) Aberdeen International Fund Managers Limited Rm 2605-06, 26/F Alexandra House 18 Chater Road Central Hong Kong (4) Aberdeen Asset Management Inc. 103 Springer Building 3411 Silverside Road Wilmington Delaware 19810 USA |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 05/03/2014 | 5,200 |
| Remarks : |
| The Notice was received by the Company on 11.3.2014. |
GOLSTA - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
| Company Name | GOLSTA SYNERGY BERHAD |
| Stock Name | GOLSTA |
| Date Announced | 11 Mar 2014 |
| Category | General Announcement |
| Reference No | GS-140311-83B8B |
| Type | Announcement | ||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||||||
| Description | Dealing by a Director | ||||||||||||
Pursuant to Paragraph 14.09(a) of Bursa Malaysia Securities Berhad's Main Market Listing Requirements, we set out below details of the dealing in the Company's securities by a Director. Teng Swee Eng Ordinary shares of RM1.00 each
Note: * Deemed interest by virtue of shares disposed by his son, Teng Boon Joo. This announcement is dated 11 March 2014.
| |||||||||||||
GOLSTA - Changes in Director's Interest (S135) - TENG SWEE ENG
| Company Name | GOLSTA SYNERGY BERHAD |
| Stock Name | GOLSTA |
| Date Announced | 11 Mar 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | GS-140311-83B96 |
Information Compiled By KLSE
Particulars of Director
| Name | TENG SWEE ENG |
| Address | No. 12, Jalan PE 16A Taman Paya Emas Cheng 76450 Melaka |
| Descriptions(Class & nominal value) | Ordinary shares of RM1.00 each ("Shares") |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 40,000 | ||
Disposed | 12,600 |
| Circumstances by reason of which change has occurred | Deemed interest by virtue of the Shares disposed by his son, Teng Boon Joo. |
| Nature of interest | Deemed interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 688,000 |
| Direct (%) | 1.49 |
| Indirect/deemed interest (units) | 427,100 |
| Indirect/deemed interest (%) | 0.92 |
| Date of notice | 11/02/2014 |
| Remarks : |
| This announcement is dated 11 March 2014. |
RCECAP - Notice of Shares Buy Back - Immediate Announcement
| Company Name | RCE CAPITAL BERHAD |
| Stock Name | RCECAP |
| Date Announced | 11 Mar 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | RC-140311-39472 |
BRAHIMS - MEMORANDUM OF UNDERSTANDING
| Company Name | BRAHIM'S HOLDINGS BERHAD |
| Stock Name | BRAHIMS |
| Date Announced | 11 Mar 2014 |
| Category | General Announcement |
| Reference No | CA-140311-56160 |
| Type | Announcement |
| Subject | MEMORANDUM OF UNDERSTANDING |
| Description | BRAHIM’S HOLDINGS BERHAD (“Company” or “BHB”) MEMORANDUM OF UNDERSTANDING BETWEEN BHB AND DHYAFAT ALBALAD ALAMEEN CO LTD (“DHYAFA”) |
1. INTRODUCTION The Board of Directors of BHB is pleased to announce that BHB, had on 6 March 2014, entered into a Memorandum of Understanding (“MOU”) with Dhyafat Albalad Alameen Co Ltd (“Dhyafa”) to formalise their intention to collaborate and establish a joint venture company (“Project Company”) to develop food manufacturing, production and services in the city of Makkah, Saudi Arabia. 2. INFORMATION ON DHYAFA Dhyafa is a private development company owned by the Municipality of Holy Makkah. Its role is to identify, assess and develop business opportunities with private partners to improve hospitality and tourism services in Makkah especially in the areas of Food & Beverages, Islamic Historic sites, Transportation, Information Technology & Media, Makkah Gifts and Food Safety & Hygiene. 3. SALIENT TERMS OF THE MOU The salient terms of the MOU are as follows: (i) that both parties will collaborate and cooperate to bring to fruition the project of setting up a food factory in Makkah to produce, sell and distribute food products to interested parties (“Food Factory”); (ii) the Project Company shall also be open to other opportunities in trading, food services, restaurant operations, industrial catering including in-flight catering, logistics and warehouse management including cold storage, and consultancies; (iii) Dhyafa will facilitate sourcing a suitable land area for lease on a long term basis, located within the Makkah suburb, for the construction of the Project Company. Dhyafa will be responsible for identifying available plots of land, negotiating the lease rate, and finalising the land lease process; (iv) Dhyafa shall collect all necessary information regarding local laws and regulations required to be complied with for the intended activities from local authorities. This includes but is not limited to authoritative and/or governmental licenses, approvals, and exemptions, and any other documents necessary for the implementation of the Project Company; (v) Dhyafa will utilise its technical expertise, local knowledge of Makkah, and provide its relational network and goodwill in order to develop the Project Company. This may include sourcing potential partner clients in the hospitality and other industries, as well as supporting the sales and distribution of the products produced by the Food Factory; (vi) BHB shall contribute its expertise in the setting up of the Food Factory, as well as in the areas of operation management, food production and processing, food packaging and food quality management; (vii) BHB shall utilise its reputation to attract clients from Asian pilgrims, especially Malaysian pilgrims during the Hajj and Umrah; (viii) both Dhyafa and BHB will mutually collaborate on, including but not limited to: (a) strategic planning – developing a detailed business plan, a detailed marketing plan, and financial forecasts; (b) project management – land development, technical design, construction supervision; (c) human resources – including the recruitment of management and operational staff, both locals and expatriates; (d) starting up the factory – including commissioning of the Food Factory; and (ix) both Dhyafa and BHB shall immediately designate one or more individuals within their respective organisations as their representative(s) responsible for communicating and performing the duties as listed in this MOU. A team to oversee the execution of the construction and development of the Project Company shall be formed at the earliest possible date. 4. RATIONALE The objective of the MOU is to define the main conditions for the creation of the Project Company to develop food manufacturing, production and services in the city of Makkah. The MOU will allow the initiation of the required procedures and collaborative works in order for the project to commence immediately. 5. EFFECT OF THE MOU The MOU is not expected to immediately have material effects on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of BHB for the financial year ending 31 December 2014. 6. INTEREST OF MAJOR SHAREHOLDERS AND DIRECTORS None of the directors and/or major shareholders of BHB and/or persons connected to them have any interest, direct or indirect, in the MOU. 7. DIRECTOR’S STATEMENT The Board of Directors of BHB, having considered the rationale and terms of the MOU, is of the opinion that the MOU is in the best interest of the Company. 8. DOCUMENTS FOR INSPECTION A copy of the MOU is available for inspection at the registered office of the Company located at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours on Mondays to Fridays (except Saturdays, Sundays and Public Holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 11 March 2014.
| |
BRIGHT - Change in Boardroom
| Company Name | BRIGHT PACKAGING INDUSTRY BERHAD |
| Stock Name | BRIGHT |
| Date Announced | 11 Mar 2014 |
| Category | Change in Boardroom |
| Reference No | CC-140303-66217 |
| Date of change | 11/03/2014 |
| Name | Ang Lay Chieng |
| Age | 41 |
| Nationality | Malaysian |
| Designation | Executive Director |
| Directorate | Executive |
| Type of change | Resignation |
| Reason | Resigned due to her personal reason |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | |
| Working experience and occupation | |
| Directorship of public companies (if any) | |
| Family relationship with any director and/or major shareholder of the listed issuer | |
| Any conflict of interests that he/she has with the listed issuer | |
| Details of any interest in the securities of the listed issuer or its subsidiaries |
BRIGHT - Change in Boardroom
| Company Name | BRIGHT PACKAGING INDUSTRY BERHAD |
| Stock Name | BRIGHT |
| Date Announced | 11 Mar 2014 |
| Category | Change in Boardroom |
| Reference No | CC-140303-64854 |
| Date of change | 11/03/2014 |
| Name | Yap Kok Eng |
| Age | 43 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Executive Director |
| Directorate | Executive |
| Qualifications | Chartered Institute Of Marketing (CIM) |
| Working experience and occupation | Graduated with Chartered Institute Of Marketing (CIM), UK from Stamford College. He was the Senior Marketing Officer in a Japanese Company, Kozato Kizai (M) Sdn. Bhd. from 1991 to 1996 and gained vast experience in the air-conditioning and electronic capacitor industry. In 1996, he joined the Company and currently hold the position of General Manager. He has overall responsibility in Sales and Marketing, Quality System and Operation of the Company. With more than 16 years working experience in the Company and extensive exposure in the tobacco/packaging industry, he is instrumental to formulating the marketing strategies and the organic growth of the Company |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
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