MELEWAR - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
Company Name | MELEWAR INDUSTRIAL GROUP BERHAD |
Stock Name | MELEWAR |
Date Announced | 4 Apr 2014 |
Category | General Announcement |
Reference No | CM-140404-64750 |
Type | Announcement | |||||||||||||||
Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS | |||||||||||||||
Description | MELEWAR INDUSTRIAL GROUP BERHAD (“the Company”) (“MIG”) - Proposed disposal by Melewar Steel Engineering Sdn Bhd of Fifty One (51) Ordinary Shares of USD1.00 each representing 51.0% of the issued and paid-up share capital of MPerial Power Ltd to E Power Pte Ltd for a total consideration of US$11,000,000 only (“Proposed Disposal”) | |||||||||||||||
1.0 INTRODUCTION The Board of Directors of MIG (“Board”) wishes to announce that Melewar Steel Engineering Sdn Bhd (“Vendor”), a wholly-owned subsidiary of the Company had on 4 April 2014 entered into a Shares Sale Agreement (“SSA”) with E Power Pte Ltd (“Purchaser”) for the proposed disposal of Fifty One (51) Ordinary Shares of US$1.00 each representing 51.0% of the issued and paid-up share capital of MPerial Power Ltd (“Mperial”) (“Sale Shares”) for a total consideration of United States Dollar: Eleven Million (US$11,000,000) only.
2.0 DETAILS OF THE PROPOSED DISPOSAL 2.1 Information on Melewar Steel Engineering Sdn Bhd
2.2 Information on Mperial Power Ltd
2.3 Information on Siam Power Generation Public Company Ltd
Siam Power is currently operating at a loss due to low power generation following the failure of G Steel to offtake their contracted capacity and is expected to continue to operate at a loss until such time that G Steel is able to fulfil their offtake obligations under the ARES Agreement or until a substitute power offtaker for the 70MW can be secured.
2.4 Information on E Power Pte Ltd
2.5 Salient terms of the SSA 2.5.1 The consideration payable for the Sale Shares shall be the sum of US$11,000,000 (United States Dollar: Eleven million) only (the “Consideration”). 2.5.2 The Consideration shall be fully satisfied in the following manner: (a) by the offset of the Debt due from the Vendor to the Purchaser (after the prior internal assignment cum novation of the Debt from the Mperial to the Vendor) on or before the Completion Date; and (b) the balance of the Consideration shall be paid in cash on Completion Date. 2.5.3 Upon the settlement of the Consideration as described above, the Proposed Disposal therein shall be deemed to be completed. 2.5.4 Subject to satisfactory results of due diligence on Mperial performed by the Purchaser, the Proposed Disposal is expected to be completed within 30 (thirty) days from the date of the SSA; and 2.5.5 Upon completion of the Proposed Disposal, Mperial will cease to be a subsidiary of the Vendor and become a 49% associate company of the Vendor. 2.6 Basis and justification for the disposal consideration The Consideration of US$11,000,000 (United States Dollar: Eleven million) was arrived at on a willing-buyer willing-seller basis after taking into account:
(b) the Debt owing to the Purchaser; and (c) the non-core business of Mperial to MIG. 2.7 Liabilities and guarantees to be assumed Saved for the performance guarantee issued by Siam Power favouring EGAT in connection with the PPA, there are no other liabilities and guarantees to be assumed by the Purchaser arising from the Proposed Disposal. 3.0 RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposal represents the best avenue for MlG to settle the long outstanding Debt owing to the Purchaser and is also part of the rationalization exercise of MIG undertaken to address the PN1 status of the Company taking cognizance of the fact that Siam Power faces business viability risk. 4.0 FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal would result in a loss of RM48.0 million. Mperial would therefore cease to be a subsidiary of the Vendor and as such, Mperial and its immediate subsidiaries (Siam Power) will no longer be accounted by MIG Group as Subsidiaries but as “Investment in Associates”. In that regard, the pro-forma finance effects of the Proposed Disposal on MIG’s latest audited consolidated financial statement for the most recently completed financial period as at 30 June 2013, are as follows:
5.0 APPROVAL REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of MIG. 6.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the Directors, major shareholders of MIG and/or person connected to them have any interest, whether direct or indirect, in the Proposed Disposal. 7.0 DIRECTORS’ STATEMENT
The Board, after taking into consideration all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company.
8.0 HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS (“PERCENTAGE RATIO”)
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PMCAP - PRACTICE NOTE 17 / GUIDANCE NOTE 3:OTHERS
Company Name | PAN MALAYSIA CAPITAL BERHAD |
Stock Name | PMCAP |
Date Announced | 4 Apr 2014 |
Category | General Announcement |
Reference No | PM-140404-67680 |
Type | Announcement |
Subject | PRACTICE NOTE 17 / GUIDANCE NOTE 3 OTHERS |
Description | PAN MALAYSIA CAPITAL BERHAD (“PM CAP” OR “THE COMPANY”) - EXTENSION OF TIME TO SUBMIT THE REGULARISATION PLAN PURSUANT TO PRACTICE NOTE 17 (“PN17”) OF MAIN MARKET LISTING REQUIREMENTS (“MMLR”) OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) |
Reference is made to the announcement dated 24 February 2014 in relation to the submission by the Company of an application to Bursa Securities for an extension of time to submit the Company’s regularisation plan (“Application”). The Board of Directors of PM CAP wishes to inform that Bursa Securities has via its letter dated 4 April 2014, rejected the Application. This announcement is dated 4 April 2014.
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PMCAP - PRACTICE NOTE 17 / GUIDANCE NOTE 3:SUSPENSION AND/OR DELISTING
Company Name | PAN MALAYSIA CAPITAL BERHAD |
Stock Name | PMCAP |
Date Announced | 4 Apr 2014 |
Category | General Announcement |
Reference No | PM-140404-67448 |
Type | Announcement |
Subject | PRACTICE NOTE 17 / GUIDANCE NOTE 3 SUSPENSION AND/OR DELISTING |
Description | PAN MALAYSIA CAPITAL BERHAD (“PM CAP” OR “THE COMPANY”) SUSPENSION AND/OR DELISTING OF PM CAP |
The Board of Directors of PM CAP wishes to announce that the Company has received a suspension and delisting notice dated 4 April 2014 from Bursa Malaysia Securities Berhad (“Bursa Securities”) wherein Bursa Securities has noted that the Company had failed to submit a regularisation plan to Bursa Securities for approval within 12 months from the Company’s First Announcement in accordance with paragraph 8.04(3)(a)(i) of the Bursa Securities Main Market Listing Requirements ("Main LR") i.e. on or before 25 February 2014 and further, the Company’s application for an extension of time to submit the regularisation plan was rejected, as communicated by Bursa Securities to the Company on 4 April 2014. In the event the Company submits an appeal to Bursa Securities within the Appeal Timeframe, the removal of the securities of the Company from the Official List of Bursa Securities on 16 April 2014 shall be deferred pending the decision on the Company’s appeal. This can be effected by the shareholders submitting an application form for withdrawal in accordance with the procedures prescribed by Bursa Depository. These shareholders can contact any Participating Organisation of Bursa Securities and/or Bursa Securities’ General Line at 03-2034 7000 for further information on the withdrawal procedures. This announcement is dated 4 April 2014. |
AXREIT - GENERAL MEETINGS: NOTICE OF MEETING
Company Name | AXIS REAL ESTATE INVESTMENT TRUST |
Stock Name | AXREIT |
Date Announced | 4 Apr 2014 |
Category | General Meetings |
Reference No | MI-140404-67028 |
Type of Meeting | EGM |
Indicator | Notice of Meeting |
Description | AXIS REAL ESTATE INVESTMENT TRUST (“AXIS-REIT” OR “FUND”) (I) PROPOSED AUTHORITY TO ALLOT AND ISSUE UP TO 86,040,951 NEW UNITS IN AXIS-REIT (“UNITS”), REPRESENTING UP TO 18.65% OF THE EXISTING ISSUED FUND SIZE OF AXIS-REIT OF 461,239,089 UNITS (“PROPOSED AUTHORITY”) TO FACILITATE A PLACEMENT EXERCISE (“PROPOSED PLACEMENT”); (II) PROPOSED INCREASE IN THE EXISTING ISSUED FUND SIZE OF AXIS-REIT FROM 461,239,089 UNITS UP TO A MAXIMUM OF 547,280,040 UNITS PURSUANT TO THE PROPOSED AUTHORITY (“PROPOSED INCREASE IN FUND SIZE”); AND (III) PROPOSED SUBSCRIPTION OF NEW UNITS UNDER THE PROPOSED PLACEMENT BY THE INTERESTED PERSONS (“PROPOSED SUBSCRIPTION”) (THE PROPOSED AUTHORITY, PROPOSED INCREASE IN FUND SIZE AND PROPOSED SUBSCRIPTION ARE COLLECTIVELY REFERRED TO AS “PROPOSALS”) We refer to the announcements dated 11 March 2014 and 1 April 2014 in relation to the Proposals. On behalf of the Board of Directors of Axis REIT Managers Berhad, being the management company of Axis-REIT, Maybank Investment Bank Berhad is pleased to announce that the meeting of the unitholders of Axis-REIT (“Unitholders”) will be held at Kristal Ballroom, Level 1, West Wing, Hilton Petaling Jaya, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 29 April 2014 at 10.30 a.m. or immediately after the conclusion of the Second Annual General Meeting, or at any adjournment. Please refer to the attachment for the notice of Unitholders’ meeting. This announcement is dated 4 April 2014. |
Date of Meeting | 29/04/2014 |
Time | 10:30 AM |
Venue | Kristal Ballroom, Level 1, West Wing, Hilton Petaling Jaya, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan |
Date of General Meeting Record of Depositors | 22/04/2014 |
WASEONG - Changes in Director's Interest (S135) - Giancarlo Maccagno
Company Name | WAH SEONG CORPORATION BERHAD |
Stock Name | WASEONG |
Date Announced | 4 Apr 2014 |
Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
Reference No | WS-140404-6B3F0 |
Information Compiled By KLSE
Particulars of Director
Name | Giancarlo Maccagno |
Address | Lot 203, Jalan Kiara Payong, Sierramas 47000 Sungai Buloh Selangor Darul Ehsan |
Descriptions(Class & nominal value) | Ordinary shares of RM0.50 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Others | 103,965 |
Description of other type of transaction | Special single tier share dividend via a distribution of Treasury Shares on the basis of one (1) Treasury Share for every one hundred and fifty (150) ordinary shares of RM0.50 each held. |
Circumstances by reason of which change has occurred | Special single tier share dividend via a distribution of Treasury Shares on the basis of one (1) Treasury Share for every one hundred and fifty (150) ordinary shares of RM0.50 each held. |
Nature of interest | Direct |
Consideration (if any) |
Total no of securities after change | |
Direct (units) | 15,698,851 |
Direct (%) | 2.0274 |
Indirect/deemed interest (units) | 0 |
Indirect/deemed interest (%) | 0 |
Date of notice | 03/04/2014 |
Remarks : |
1. This announcement also serves as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. 2. The above distribution of a special single tier share dividend via a distribution of Treasury Shares on the basis of one (1) Treasury Share for every one hundred and fifty (150) ordinary shares of RM0.50 each held of 103,965 ordinary shares represent 0.0134%. 3. The Notice of Change in the Interest of Director dated 3 March 2014 was received on 4 March 2014 from Giancarlo Maccagno. |
PESTECH - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
Company Name | PESTECH INTERNATIONAL BERHAD |
Stock Name | PESTECH |
Date Announced | 4 Apr 2014 |
Category | General Announcement |
Reference No | CS-140404-61672 |
Type | Announcement | ||||||||
Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||
Description | PESTECH INTERNATIONAL BERHAD ("PESTECH" or "the Company") - DEALINGS IN SECURITIES OF PESTECH OUTSIDE CLOSED PERIOD | ||||||||
The Company wishes to announce that the following Director of the Company had given notice of his dealings in the Ordinary Shares of RM0.50 each in the Company, outside closed period, details as set out in the table below:-
This announcement is dated 4 April 2014. |
PESTECH - Changes in Sub. S-hldr's Int. (29B) - Lim Pay Chuan
Company Name | PESTECH INTERNATIONAL BERHAD |
Stock Name | PESTECH |
Date Announced | 4 Apr 2014 |
Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
Reference No | CS-140404-61424 |
Particulars of substantial Securities Holder
Name | Lim Pay Chuan |
Address | No. 346, Jalan Yong Pak Kian, Ujong Pasir, 75050 Melaka |
NRIC/Passport No/Company No. | 700920-04-5015 |
Nationality/Country of incorporation | Malaysian |
Descriptions (Class & nominal value) | Ordinary Shares of RM0.50 each |
Name & address of registered holder | Kenanga Nominees (Tempatan) Sdn. Bhd. Pledged Securities Account for Lim Pay Chuan 8th Floor, Kenanga International, Jalan Sultan Ismail, 50250 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 03/04/2014 | 300,000 | 4.170 |
Remarks : |
Indirect Interest:- VESTECH Projects Sdn. Bhd. - 186,100 |
PESTECH - Changes in Director's Interest (S135) - Lim Pay Chuan
Company Name | PESTECH INTERNATIONAL BERHAD |
Stock Name | PESTECH |
Date Announced | 4 Apr 2014 |
Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
Reference No | CS-140404-61155 |
Information Compiled By KLSE
Particulars of Director
Name | Lim Pay Chuan |
Address | No. 346, Jalan Yong Pak Kian, Ujong Pasir, 75050 Melaka |
Descriptions(Class & nominal value) | Ordinary Shares of RM0.50 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 300,000 | 4.170 |
Circumstances by reason of which change has occurred | Disposal of shares via off-market deal |
Nature of interest | Direct Interest |
Consideration (if any) | 1,251,000.00 |
Total no of securities after change | |
Direct (units) | 22,129,400 |
Direct (%) | 22.57 |
Indirect/deemed interest (units) | 186,100 |
Indirect/deemed interest (%) | 0.19 |
Date of notice | 04/04/2014 |
Remarks : |
Indirect Interest:- VESTECH Projects Sdn. Bhd. - 186,100 |
PETGAS - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
Company Name | PETRONAS GAS BERHAD |
Stock Name | PETGAS |
Date Announced | 4 Apr 2014 |
Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
Reference No | PG-140404-C3360 |
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 | Malaysian |
Descriptions (Class & nominal value) | Ordinary Share of RM1.00/share |
Name & address of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN BHD 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 | 01/04/2014 | 100,000 | |
Disposed | 01/04/2014 | 102,900 |
Remarks : |
The direct interest of 267,922,700 shares comprising: a) 254,279,000 shares held by Citigroup Nominees Tempatan) Sdn. Bhd; b) 1,497,600 shares held EPF Board; c) 253,500 shares held by Employees Provident Fund Board (KIB); d) 0 shares held by Employees Provident Fund Board (HDBS); e) 125,300 shares held by Employees Provident Fund Board (RHB INV); g) 532,100 shares held by Employees Provident Fund Board (AM INV); h) 6,221,400 shares held by Employees Provident Fund Board (NOMURA); i) 4,543,800 shares held by Employees Provident Fund Board (CIMB PRI); j) 470,000 shares held by Employees Provident Fund Board (ARIM); Received Form 29B on 4 April 2014 |
AXIATA - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
Company Name | AXIATA GROUP BERHAD |
Stock Name | AXIATA |
Date Announced | 4 Apr 2014 |
Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
Reference No | AG-140404-0E4A0 |
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 | 1) Employees Provident Fund Board ("EPF Board") Ibu Pejabat KWSP, Bangunan KWSP Jalan Raja Laut, 50350 Kuala Lumpur 2) Citigroup Nominees (Tempatan) Sdn Bhd ("Citigroup") EPF Board 3) Citigroup EPF Board (AMUNDI) 4) Citigroup EPF Board (KIB) 5) Citigroup EPF Board (HDBS) 6) Citigroup EPF Board (RHB INV) 7) Citigroup EPF Board (AM INV) 8) Citigroup EPF Board (MAYBAN) 9) Citigroup EPF Board (NOMURA) 10) Citigroup EPF Board (CIMB PRI) 11) Citigroup EPF Board (ARIM) 12) Citigroup EPF Board (TEMPLETON) 13) Citigroup EPF Board (ABERDEEN) 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 | 01/04/2014 | 5,824,500 |
Remarks : |
1) The total number of 1,029,867,706 ordinary shares comprised of the following:- a) Citigroup EPF Board - 941,663,706 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 2,381,250 d) Citigroup EPF Board (KIB) - 830,000 e) Citigroup EPF Board (HDBS) - 12,019,375 f) Citigroup EPF Board (RHB INV) - 2,655,000 g) Citigroup EPF Board (AM INV) - 6,122,650 h) Citigroup EPF Board (MAYBAN) - 1,780,000 i) Citigroup EPF Board (NOMURA) - 31,471,300 j) Citigroup EPF Board (CIMB PRI) - 15,653,325 k) Citigroup EPF Board (ARIM) - 2,850,000 l) Citigroup EPF Board (TEMPLETON) - 3,408,200 m) Citigroup EPF Board (ABERDEEN) - 5,700,000 2) Form 29B received on 4 April 2014 |
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