April 8, 2014

Company announcements: JMR, PERMAJU, UCHITEC, SPRITZR, SUPERMX, ASIAFLE, HOVID, FAVCO, GLOBALC, WZSATU

JMR - Changes in Sub. S-hldr's Int. (29B) - LEADING BUILDERS SDN. BHD.

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameJMR CONGLOMERATION BERHAD  
Stock Name JMR  
Date Announced8 Apr 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-140408-3E2E5

Particulars of substantial Securities Holder

NameLEADING BUILDERS SDN. BHD.
Address51-13-A, MENARA BHL BANK
JALAN SULTAN AHMAD SHAH
10050 PENANG
NRIC/Passport No/Company No.347400-X
Nationality/Country of incorporationMALAYSIA
Descriptions (Class & nominal value)ORDINARY @ RM1.00
Name & address of registered holderLEADING BUILDERS SDN. BHD.
51-13-A, MENARA BHL BANK
JALAN SULTAN AHMAD SHAH
10050 PENANG

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed04/04/2014
10,000
 

Circumstances by reason of which change has occurredDISPOSAL
Nature of interestDIRECT
Direct (units)481,800 
Direct (%)0.38 
Indirect/deemed interest (units)7,318,786 
Indirect/deemed interest (%)5.77 
Total no of securities after change7,800,586
Date of notice07/04/2014


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

Announcement Type: General Announcement
Company NamePERMAJU INDUSTRIES BERHAD  
Stock Name PERMAJU  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoCP-140331-35512

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionPermaju Industries Berhad (“Permaju”)
Related Party Transaction in respect of acquisition of property by the Managing Director and Major Shareholder of Permaju from Hardie Development Sdn. Bhd. (“Hardie”), a 70% owned subsidiary of Permaju

Please refer to the attachment.



UCHITEC - OTHERS Uchi Technologies Berhad ("UTB") Proposed Renewal of Share Buy-Back Authority ("the Proposed Renewal of Share Buy-Back Authority")

Announcement Type: General Announcement
Company NameUCHI TECHNOLOGIES BERHAD  
Stock Name UCHITEC  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoCP-140408-42333

TypeAnnouncement
SubjectOTHERS
DescriptionUchi Technologies Berhad ("UTB")
Proposed Renewal of Share Buy-Back Authority ("the Proposed Renewal of Share Buy-Back Authority")

On behalf of the Board of Directors of UTB, we wish to announce that the Directors propose to seek shareholders' approval by way of ordinary resolution on the Proposed Renewal of Share Buy-Back Authority at the Sixteenth Annual General Meeting of UTB to be convened on 23 May 2014.

The Share Buy-Back Statement will be despatched together with the Annual Report in due course.

This announcement is dated 8 April 2014.



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

Announcement Type: General Announcement
Company NameSPRITZER BHD  
Stock Name SPRITZR  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoSS-140408-42308

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionSPRITZER BHD. ("SPRITZER" or Company")
- NOTICE OF INTENTION TO DEAL IN COMPANY'S SECURITIES DURING CLOSED PERIOD

The Company wishes to announce that pursuant to Paragraph 14.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Director and principal officer of Spritzer have given notice informing the Company of their intention to deal in Spritzer's securities during the closed period pending the announcement by Spritzer of its quarterly results for the financial quarter ended 28 February 2014.

Name

Direct interest

Indirect interest

No. of shares (%)

No. of warrants (%)

No. of shares (%)

No. of warrants (%)

Chok Hooa @ Chok Yin Fatt, PMP

(Non-Independent Non-Executive Director)

116,000 (0.087%)

36,500 (0.112%)

-

-

Tan Boon Ting

(Company Secretary)

8,000 (0.006%)

-

-

-

This announcement is dated 8 April 2014.


SUPERMX - 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 NameSUPERMAX CORPORATION BERHAD  
Stock Name SUPERMX  
Date Announced8 Apr 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-140408-41088

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 RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd of 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)
Acquired03/04/2014
378,500
 

Circumstances by reason of which change has occurredAcquisition of Shares
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change46,926,500
Date of notice04/04/2014

Remarks :
Direct Interest:
(1) Employees Provident Fund Board (37,042,000)
(2) Employees Provident Fund Board (RHB INV) (2,000,000)
(3) Employees Provident Fund Board (CIMB PRI) (7,884,500)

Supermax Corporation Berhad received the Form 29B dated 4 April 2014 from Citigroup Nominees (Tempatan) Sdn Bhd on behalf of Employees Provident Fund Board on 8 April 2014.


ASIAFLE - Interim Dividend

Announcement Type: Entitlements (Notice of Book Closure)
Company NameASIA FILE CORPORATION BHD  
Stock Name ASIAFLE  
Date Announced8 Apr 2014  
CategoryEntitlements (Notice of Book Closure)
Reference NoCC-140402-D14A0

EX-date23/04/2014
Entitlement date25/04/2014
Entitlement time05:00:00 PM
Entitlement subjectInterim Dividend
Entitlement descriptionA Single Tier Interim Dividend of 9%
Period of interest payment to
Financial Year End31/03/2014
Share transfer book & register of members will be to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone noAGRITEUM Share Registration Services Sdn Bhd
2nd Floor, Wisma Penang Garden
42 Jalan Sultan Ahmad Shah,
10050 Penang
Tel : +604 2282321
Payment date 23/05/2014
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers25/04/2014 
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit 
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable) 
Entitlement indicatorPercentage
Entitlement in percentage (%)9


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

Announcement Type: General Announcement
Company NameHOVID BERHAD  
Stock Name HOVID  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoCL-140408-47631

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionHOVID BERHAD ("HOVID" OR "THE COMPANY")
DISPOSAL OF 51% EQUITY INTEREST IN BIODEAL PHARMACEUTICALS PRIVATE LIMITED

1. INTRODUCTION

The Company wishes to announce that Hovid together with the other existing shareholders (collectively referred to as “the Sellers”) of Biodeal Pharmaceuticals Private Limited (“BPPL”) have on 8 April 2014 entered into a Share Purchase Agreement (“the Agreement”) with Mr Anurag Kumar, Nri and Mr Subodh Prasad Singh (“the Purchasers”) and BPPL for the sale of the entire share capital of 25,000,000 Equity Shares of Indian Rupees (“Rs.”) 10 each and the control and management of BPPL to the Purchasers, at a consideration of Rs.300,000,000 to be paid by the Purchasers to the Sellers in the following form and subject to the fulfillment of the Conditions Precedent and other terms and conditions set out in the Agreement:-

i) Rs.200,000,000 towards the entire paid up Equity Share Capital of BPPL held by the Sellers (“Purchase Consideration Equity Component”); and

ii) Rs.100,000,000 towards the unsecured loans granted to BPPL by the Sellers cum Unsecured Lenders (“Purchase Consideration Loan Component”).

The Purchase Consideration Equity Component shall be subject to adjustments arising from the change in net current assets minus current liabilities on the Closing Date, a date not later than 3 months from the date of the Agreement unless mutually agreed to be extended, and the missing assets amounting to Rs.974,640 (“Adjusted Purchase Consideration Equity Component”).

Upon the completion of the abovementioned disposal, BPPL will cease to be a subsidiary company of Hovid.

2. DETAILS OF THE DISPOSAL

2.1 Information on BPPL

BPPL, a 51%-owned subsidiary of Hovid, was incorporated in India under the Companies Act 1956 on 30 December 2005. It has an authorized and issued and paid up share capital of Rs.250,000,000 divided into 25,000,000 Equity Shares of Rs.10 each. The principal activity of BPPL is manufacturing of pharmaceutical and consumer products.

Financial information of BPPL

The table below sets out a summary of BPPL’s financial statements which were incorporated in the financial statements of Hovid Group for the years ended 30 June 2012 and 30 June 2013:-

Audited financial year ended

30 June 2012

30 June 2013

Rs.'000

RM'000

Rs.'000

RM'000

Forex rate used

0.05989

0.05490

Revenue

146,321

8,749

163,160

8,958

Profit before taxation

2,529

151

249

14

Taxation

(4,406)

(263)

(2,239)

(123)

Profit for the year

(1,877)

(112)

(1,990)

(109)

Forex rate used

0.05480

0.05150

Net assets

142,329

7,800

152,416

7,849

‘000

‘000

‘000

‘000

No. of Equity Shares

25,000

25,000

25,000

25,000

2.2 Basis and Justification for the Sale Consideration

The consideration for the disposal of 12,750,000 shares of Rs.10 each equivalent to 51% equity interest held by the Company in BPPL (“the Disposal”) shall be Rs.102,000,000 (“the Sale Consideration”) equivalent to RM5,559,000 at an exchange rate of Rs.1 to RM0.0545, subject to the proportionate adjustment arising from the change in net current assets minus current liabilities on the Closing Date as compared to the cut-off date as at 31 August 2013 and the missing assets amounting to Rs.974,640, was arrived at on a willing-buyer-willing-seller basis.

The above consideration is equivalent to Rs.8.00 per Equity Share, while the net tangible assets (“NTA”) of BPPL as at 28 February 2014, was Rs.162,859,738. or Rs.6.51 per Equity Share.

The net current assets minus current liabilities position as at the cut-off date, 31 August 2013 and the latest management account date, 28 February 2014, were as follows:-

Rs.

As at 31 August 2013

(135,319,800)

As at 28 February 2014

(111,725,115)

Increase in net current assets

23,594,685

Based on the latest management account, the adjustment to the consideration is equivalent to an increase of Rs.0.94 per share.

2.3 Salient Terms of the Agreement

The salient terms of the Agreement affecting Hovid are as follows:-

On the Closing Date, upon fulfilment of all the Conditions Precedent stipulated in the Agreement, the Purchasers will first acquire 51% shareholding in BPPL held by Hovid by making 51% payment of Adjusted Purchase Consideration Equity Component. The 51% shares held by Hovid will be transferred simultaneously into the name of the Purchasers immediately upon such payment.

Thereafter, the terms of the Agreement relating to Hovid would have been completed.

2.4 Expected Gain to Hovid Group

Based on the latest management account of BPPL, as at 28 February 2014, Hovid Group is expected to record a consolidated gain of approximately RM968,000 from the Disposal, based on the Purchase Consideration of Rs.102,000,000.

2.5 Utilisation of the Sale Consideration

The Sale Consideration is intended to be utilized by Hovid for working capital requirement within 3 months from the Completion Date.

2.6 Liabilities to be Assumed

There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchasers pursuant to the Disposal save for those incurred in the ordinary course of business of BPPL.

2.7 Original Date and Cost of Investment

The original cost of investment in BPPL was Rs.127,500,000 equivalent to RM9,677,407, which was made on 20 February 2010 for 11,880,000 Equity Shares and 31 May 2010 for 870,000 Equity Shares.

3. RATIONALE

The Disposal is to streamline the Group’s operations to concentrate on core profitable operations while divesting those that do not contribute significantly to the Group’s operations and financial results.

4. FINANCIAL EFFECTS

4.1 Share capital and shareholdings of substantial shareholders

The Disposal will not have any effect on the issued and paid-up share capital and the shareholdings of the substantial shareholders of Hovid.

4.2 Earnings, net assets and gearing

Save for the one-off expected gain from the Disposal of approximately RM968,000 as set out in section 2.4 above, the Disposal will not have any material effect on the earnings and net assets of Hovid Group for the year ending 30 June 2014. However, the gearing of Hovid Group is expected to improve as BPPL’s liabilities include unsecured loans of Rs.112,411,939 (equivalent to RM5,789,215 as at 30 June 2013 consolidated into the Hovid Bhd financial year ended 30 June 2013 results), which will no longer be included in the Hovid Group.

5. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Disposal, pursuant to Paragraph 10.02(g) of the Listing Requirements, is 8.5% based on the latest audited financial statements of Hovid for the year ended 30 June 2013.

6. APPROVAL

The Disposal is not subject to approval of Hovid’s shareholders and any relevant government authorities.

7. EXPECTED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances, the Disposal is expected to be completed on or before 8 July 2014 (within 3 months from Agreement date) provided always that all the Conditions Precedent are fulfilled unless otherwise extended by mutual agreement.

8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

None of the Directors or major shareholders of Hovid Group, or persons connected to them have any interest, direct or indirect, in the Disposal.

9. DIRECTORS’ STATEMENT

The Board, having considered all aspects of the Disposal, is of the opinion that the Sale Consideration is fair and reasonable, and the Disposal is in the best interests of Hovid.

10. DOCUMENTS FOR INSPECTION

The Agreement is available for inspection at the registered office Hovid at 121 Jalan Tunku Abdul Rahman (formerly known as Jalan Kuala Kangsar), 30010 Ipoh, Perak during normal office hours from Monday to Friday (except public holiday) for a period of three (3) months from the date of announcement.

(This announcement is dated 8 April 2014.)



FAVCO - FAVCO-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")

Announcement Type: Listing Circular
Company NameFAVELLE FAVCO BERHAD  
Stock Name FAVCO  
Date Announced8 Apr 2014  
CategoryListing Circular
Reference NoZA-140408-56593

LISTING'S CIRCULAR NO. L/Q : 70273 OF 2014


    Kindly be advised that the abovenamed Company's additional 52,000 new ordinary shares of RM0.50 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Thursday, 10 April 2014.


GLOBALC - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameGLOBAL CARRIERS BERHAD  
Stock Name GLOBALC  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoCC-140408-43574

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionGLOBAL CARRIERS BHD (“GCB” OR “THE COMPANY”)
WRIT OF SUMMONS AND STATEMENT OF CLAIM
- KUALA LUMPUR HIGH COURT SUIT NO. 22NCC–103-03/2014 (“THE SUIT”)

Further to the Company's announcement made on 4 April 2014, the Board of Directors of GCB wishes to announce that there is no financial impact on the writ of summon and statement of claim as it is a loan stock for an old restructured debt.

This announcement is dated 8 April 2014.



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

Announcement Type: General Announcement
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced8 Apr 2014  
CategoryGeneral Announcement
Reference NoCS-140408-51346

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Chapter 14.09(a) of Bursa Malaysia's Main Market Listing Requirements on Dealing in Securities, the following Director of WZ Satu Berhad (fka: WZ Steel Berhad)("WZSatu") had transacted in securities of WZSatu outside closed period, as set out in the table below.

Name of Director: Ng Chong Tin

 

 

 

 

 

Type of

Securities

 

 

 

 

Date of

Transaction

 

 

 

Price Transacted Per Share

 

 

 

 

Consideration

(RM)

 

 

No. of Securities Acquired/

(Disposed)

 

 

% of Securities Acquired/ Disposed

Total Number of Securities held after Acquisition or Disposal

Direct Interest

Ordinary Shares

 

 

08.04.2014

 

 

 

0.80

 

 

416,000

 

 

(520,000)

 

 

0.47

 

 

 

1,878,356

This announcement is dated 8 April 2014.



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