March 21, 2014

Company announcements: PETGAS, AXIATA, PETONE, HIGH5, FURNWEB, GLOBALC, WCT

PETGAS - Changes in Sub. S-hldr's Int. (29B) - KUMPULAN WANG PERSARAAN (DIPERBADANKAN)

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePETRONAS GAS BERHAD  
Stock Name PETGAS  
Date Announced21 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-140321-C1A99

Particulars of substantial Securities Holder

NameKUMPULAN WANG PERSARAAN (DIPERBADANKAN)
AddressAras 4, 5 & 6, Menara Yayasan Tun Razak,
200, Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.KWAPACT6622007
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
Name & address of registered holderKumpulan Wang Persaraan (Diperbadankan)
Aras 4, 5 & 6, Menara Yayasan Tun Razak,
200, Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed18/03/2014
100,000
 

Circumstances by reason of which change has occurred1.Disposal of shares in open market by KWAP
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change104,787,300
Date of notice21/03/2014

Remarks :
Received Form 29B on 21 March 2014


AXIATA - OTHERS PROPOSED EXTENSION OF THE DURATION OF AXIATA GROUP BERHAD’S PERFORMANCE-BASED SHARE OPTION AND SHARE SCHEME

Announcement Type: General Announcement
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoMM-140321-57834

TypeAnnouncement
SubjectOTHERS
DescriptionPROPOSED EXTENSION OF THE DURATION OF AXIATA GROUP BERHAD’S PERFORMANCE-BASED SHARE OPTION AND SHARE SCHEME

On behalf of the Board of Directors of Axiata Group Berhad (“Axiata”) (“Board”), CIMB Investment Bank Berhad wishes to announce that the Board had, on 20 March 2014, approved the proposed extension of the duration of Axiata’s performance-based share option and share scheme for another 2 years from 15 April 2017 to 15 April 2019 (“Proposed Extension”).

Please refer to the attachment for the full announcement in relation to the Proposed Extension.

This announcement is dated 21 March 2014.

Attachments

Proposed Extension.pdf
233 KB



AXIATA - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):OTHER ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoMM-140321-63009

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
OTHER ISSUE OF SECURITIES
DescriptionPROPOSED DIVIDEND REINVESTMENT SCHEME

On behalf of the Board of Directors of Axiata Group Berhad (“Axiata”) (“Board”), CIMB Investment Bank Berhad is pleased to announce that the Board had, on 20 March 2014, approved the proposed dividend reinvestment scheme that will provide shareholders of Axiata the option to elect to reinvest in whole or in part their cash dividend, which includes any interim, final, special or other cash dividend, in new ordinary share(s) of RM1.00 each in Axiata (“Proposed DRS”).

Please refer to the attachment for the full announcement in relation to the Proposed DRS.

This announcement is dated 21 March 2014.

Attachments

Proposed DRS.pdf
178 KB



PETONE - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NamePETROL ONE RESOURCES BERHAD  
Stock Name PETONE  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoCS-140320-61289

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionPETROL ONE RESOURCES BERHAD (“THE COMPANY” OR “PETONE”)
–WRIT OF SUMMONS (“WRIT OF SUMMONS”) AND STATEMENT OF CLAIM (“CLAIM”) FILED BY RHB INVESTMENT BANK BERHAD (“THE PLAINTIFF”) AGAINST ARUS DERMAGA SDN BHD (“ADSB” OR “1ST DEFENDANT”), A WHOLLY-OWNED SUBSIDIARY OF PETROL ONE HOLDINGS SDN. BHD., WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF PETONE, AHMAD AKMAL BIN HAMZAH (“2ND DEFENDANT”), LIM KIAN BOON (“3RD DEFENDANT”) AND PETONE (4TH DEFENDANT”) (1ST DEFENDANT, 2ND DEFENDANT, 3RD DEFENDANT AND 4TH DEFENDANT SHALL HEREINAFTER COLLECTIVELY REFERRED TO AS “THE DEFENDANTS”) – KUALA LUMPUR HIGH COURT CIVIL SUIT NO. 22NCC-1577-10/2012 (“HIGH COURT”)

Unless otherwise stated, all definitions and terms used in this announcement shall have the same meanings as defined in the previous announcements in relation to the Writ of Summons and Claim, as well as the announcement dated 27 August 2013 in relation to the Settlement Agreement.

Further to the Settlement Arrangement as detailed in the Company’s announcements dated 27 August 2013, 29 August 2013, 20 September 2013 and 26 December 2013, the Board of PETONE wishes to announce that PETONE had on 17 March 2014, submitted a letter to RHB Bank (which was received by RHB Bank on 20 March 2014), proposing and seeking a variation to the terms and conditions of the DSA ("the Variation") and as at 21 March 2014, the Company has yet to receive a formal reply from RHB Bank pertaining to the Variation.

Further developments of the above matter will be announced on Bursa Malaysia Securities Berhad in due course.

This announcement is dated 21 March 2014. 

 



HIGH5 - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameHIGH-5 CONGLOMERATE BERHAD  
Stock Name HIGH5  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoCC-140321-6F3B7

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionHIGH-5 CONGLOMERATE BERHAD (formerly known as SILVER BIRD GROUP BERHAD) (“the Company” or “High-5”)
- Acquisition of Unquoted Shares in Pastryville Holdings (M) Sdn Bhd (“Pastryville”)

Further to our announcement dated 20 March 2014, we would like to further clarify the following:

1. INTRODUCTION

The Group will be acquiring the three (3) related companies together with the acquisition of Pastryville Holdings Sdn Bhd (“Pastryville”). Subsequent to our announcement of 20 March 2014, we have received confirmation that these three (3) related companies have now been wholly acquired by Pastryville, and are presently wholly owned subsidiary companies.

2. SALIENT TERMS OF ACQUISTION

2.1 Details of the three (3) companies are as follow:

(a) Pastryville Retail (M) Sdn Bhd was incorporated on 21 January 2013, under the Companies Act, 1965, as a private limited company, and has an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1 each, of which 100 ordinary shares of RM1.00 each have been issued and fully paid-up.

The directors of Pastryville Retail Sdn Bhd are Hoi Kong Fei, Poh Cheng Teng, David Song and Soh Swee Kim. The shareholder is Pastryville.

(b) Pastryville Concept (M) Sdn Bhd was incorporated on 9 May 2013, under the Companies Act, 1965, as a private limited company, and has an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up.

The directors of Pastryville Concept (M) Sdn Bhd are Hoi Kong Fei, Poh Cheng Teng and Soh Swee Kim. The shareholder is Pastryville.

(c) Pastryville Distribution (M) Sdn Bhd was incorporated on 21 January 2013, under the Companies Act, 1965, as a private limited company, and has an authorised share capital of RM100,000 comprising 100,000 ordinary shares of RM1 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up.

The directors of Pastryville Distribution (M) Sdn Bhd are Hoi Kong Fei, Poh Cheng Teng and Soh Swee Kim. The shareholder is Pastryville.

2.3 Justification and Basis of Arriving at the Purchase Price

The purchase price was arrived at a willing buyer and willing seller basis after negotiations between Pastryville and High-5 Conglomerate Berhad (“High-5”), in view of the synergies that High-5 will contribute towards the current operations of the Pastryville Group.

The intended year end of the Pastryville Group for the current financial year is 31 March 2014, however, after the Acquisition, the financial year end for the Pastryville Group will be aligned with the High-5 Group at 31 October.

3. EXPECTED GAIN/LOSS ARISING FROM THE TRANSACTION UPON ACQUISITION

As the purchase consideration is below the proforma consolidated net assets of the Pastryville Group, the Board expects that there will be a resulting gain, being the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities, of RM137,150, to be recognised in profit or loss on the Acquisition, in accordance with Paragraph 34 of MFRS 3.

This announcement is dated 21 March 2014.



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

Announcement Type: General Announcement
Company NameFURNIWEB INDUSTRIAL PRODUCTS BERHAD  
Stock Name FURNWEB  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoMI-140321-66040

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionFURNIWEB INDUSTRIAL PRODUCTS BERHAD (“FIPB” OR THE “COMPANY”)

PROPOSED JOINT VENTURE WITH ALMAHARTA SDN BHD (“ASB”) IN CONNECTION WITH THE DEVELOPMENT OF A PARCEL OF LEASEHOLD LAND HELD UNDER PN 45266, LOT 141, SECTION 88, TOWN AND DISTRICT OF KUALA LUMPUR AND STATE OF WILAYAH PERSEKUTUAN KUALA LUMPUR, MEASURING APPROXIMATELY 15,924 SQUARE METRES (“DEVELOPMENT LAND”) INTO A RESIDENTIAL DEVELOPMENT (“PROPOSED JV”); AND

PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF FIPB AND ITS SUBSIDIARIES (“FIPB GROUP” OR “GROUP”) TO INCLUDE PROPERTY DEVELOPMENT (“PROPOSED DIVERSIFICATION”)

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
We refer to the announcement made in relation to the Proposals dated 31 December 2013 (“Announcement”). For consistency purposes, the abbreviations used in this announcement are the same as those previously defined in the Announcement unless otherwise defined herein.
On behalf of the Board, KIBB is pleased to inform that PGSB, ASB and PDMSB (collectively referred to as the “Parties”) had, vide ASB’s letter dated 20 March 2014 (which was received by PGSB on 21 March 2014), agreed to extend the Condition Period until 31 May 2014.

The extension of time is to provide additional time for the Parties to fulfil the Conditions Precedent under the JVA, details of which are set out in the Announcement.

PGSB and ASB had also agreed to adopt the entire provision of Clause 10.1(a)(ii) of the SA “the Permitted Transferee undertakes all of the Shares of a Shareholder, the loans or guarantees made to or given on behalf of the Company by the Shareholder for the time being outstanding” to replace the existing provisions of clause 11.2(b) of the SA “the Proposing Transferee undertakes all or, in the case of a transfer of part of the Shares of a Shareholder, a proportionate part of the loans or guarantees made to or given on behalf of the Company by the Shareholder and for the time being outstanding”.

Save as stated above, all the terms and conditions of the JVA and SA shall continue to apply and to have full force and effect.

This announcement is dated 21 March 2014.


GLOBALC - PRACTICE NOTE 17 / GUIDANCE NOTE 3:REGULARISATION PLAN

Announcement Type: General Announcement
Company NameGLOBAL CARRIERS BERHAD  
Stock Name GLOBALC  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoOS-140321-63501

TypeAnnouncement
SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
REGULARISATION PLAN
DescriptionGLOBAL CARRIERS BERHAD ("GCB" OR THE "COMPANY")

(A) PROPOSED BALANCE SHEET RECONSTRUCTION;
(B) PROPOSED RIGHTS ISSUE WITH WARRANTS;
(C) PROPOSED SETTLEMENT WITH SECURED CREDITORS OF GCB;
(D) PROPOSED DEBT TO EQUITY CONVERSION;
(E) PROPOSED SCHEME OF ARRANGEMENT WITH SCHEME CREDITORS;
(F) PROPOSED CAPITALISATION OF DEBT;
(G) PROPOSED EXEMPTION; AND
(H) PROPOSED AMENDMENT

(COLLECTIVELY REFERRED TO AS THE “PROPOSED REGULARISATION SCHEME”)

On behalf of the Board of Directors of the Company, M&A Securities Sdn Bhd is pleased to announce that the Company is proposing to undertake the Proposed Regularisation Scheme.


Further details of the Proposed Regularisation Scheme are disclosed in the attachment herein.


This announcement is dated 21 March 2014.



GLOBALC - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameGLOBAL CARRIERS BERHAD  
Stock Name GLOBALC  
Date Announced21 Mar 2014  
CategoryGeneral Announcement
Reference NoCC-140321-61509

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionGLOBAL CARRIERS BHD (“GCB” or “the Company”)
WINDING-UP PETITION UNDER SECTION 218(1)(e) OF THE COMPANIES ACT, 1965

The Board of Directors of the Company wishes to announce that on 20 March 2013, a Winding-Up Petition pursuant to Section 218(1)(e) of the Companies Act, 1965 together with a copy of the Affidavit Verifying Petition ("the said Winding-Up Petition") has been served to GCP Tower Sdn. Bhd. the wholly-subsidiary of the Company (“GCP Tower”) by Messrs Ong Kok Bin & Co, the Solicitors who act on behalf of Plaza Pekeliling Management Corporation (“PPMC”) demanding the payment of the total outstanding sum owing by GCP Tower to PPMC amounting to RM1,076,650.00 (The sealed Winding-Up Petition was only received by the GCP Tower on 21 March 2014). The said Winding-Up Petition was served after the issue of the Statutory Demand on GCP Tower pursuant to Section 218 of the Companies Act, 1965 for payment of a debt by Messrs. Ong Kok Bin & Co. on behalf of PPMC on 16 January 2014 pursuant to a Consent Judgment dated 12 December 2012.

The sum as at 12 December 2012 due on the Consent Judgment was RM1,076,650.00.

The court has fixed the said Petition for case management on 7 April 2014 at 10.00 a.m. and for hearing on 9 May 2014 at 9.00 a.m. at the High Court, Kuala Lumpur.

The Company wishes to announce that it will vigorously defend these proceedings and will contest any winding up proceedings that may be initiated.

The Company is seeking the necessary legal advice to resolve and/or defend against this matter.

Further announcement on the developments of the above matter will be made to Bursa Malaysia Securities Berhad in due course.

This announcement is dated 21 March 2014.

 



WCT - Changes in Sub. S-hldr's Int. (29B) - Lembaga Tabung Haji

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced21 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-140321-5E01D

Particulars of substantial Securities Holder

NameLembaga Tabung Haji
Address201, Jalan Tun Razak, Peti Surat 11025, 50732 Kuala Lumpur
NRIC/Passport No/Company No.ACT 5351995
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderLembaga Tabung Haji (98,937,405 Shares)
AmIslamic Fund Management Sdn Bhd (1,530,285 Shares)
Asian Islamic Investment Management Sdn Bhd (711,650 Shares)
CIMB-Principal Asset Management Berhad (479,400 Shares)
Kenanga Investors Berhad (403,200 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/03/2014
316,600
 
Acquired20/03/2014
32,000
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)102,061,940 
Direct (%)9.37 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change102,061,940
Date of notice21/03/2014

Remarks :
Form 29B dated 20 March 2014 was received on 21 March 2014.


WCT - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced21 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-140321-E5C7F

Particulars of substantial Securities Holder

NameAmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera
AddressTingkat 4, Balai PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur
NRIC/Passport No/Company No.766894-T
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderAmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera (65,700,000 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired18/03/2014
700,000
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)65,700,000 
Direct (%)6.03 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change65,700,000
Date of notice21/03/2014

Remarks :
Form 29B dated 18 March 2014 was received on 21 March 2014.


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