April 9, 2014

Company announcements: RAYA, MARCO, DSONIC, AXIATA, GTRONIC, FPI, LSTEEL

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

Announcement Type: General Announcement
Company NameRAYA INTERNATIONAL BERHAD (ACE Market) 
Stock Name RAYA  
Date Announced9 Apr 2014  
CategoryGeneral Announcement
Reference NoCS-140409-65597

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionRaya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”)
-Acquisition of a Company

INTRODUCTION

Raya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”) wishes to announce that the Company has on 9 April 2014 entered into a Share Sale Agreement (“SSA”) with following vendors (“Vendors”) to acquire a total of 400,000 units of ordinary shares of RM 1.00 each (“Sale Shares”) in Voyager Line Communications Sdn. Bhd. (“Voyager”) representing 100% of the issued and paid up share capital of Voyager for a total consideration of RM 1,100,000.00 vide issuance of 11,000,000 ordinary shares of RM 0.10 each in Raya (“Purchase Consideration”) , details of which as stated below (“Acquisition of Voyager”) :-

No

Name of Vendors

Number of Shares

Purchase Consideration (RM)

1.

Amreet Kaur A/P Jeet Singh

200,000

550,000.00

2.

Mohammad Rasel

200,000

550,000.00

Total

400,000

1,100,000.00

DETAILS OF THE ACQUISITION OF VOYAGER

Information on Voyager

Voyager Line Communications Sdn Bhd (Company No: 1056851-D) is a private limited Company incorporated on 1 August 2013 under the Companies Act, 1965 and having a registered office at 25-5-16, Plaza Prima, 4 Miles, Jalan Klang Lama, 58000 Kuala Lumpur.

The authorized share capital of Voyager is RM 400,000.00 divided into 400,000 units of ordinary shares of RM 1.00 each of which RM 400,000.00 comprising 400,000 units of ordinary shares of RM 1.00 each have been issued and fully paid-up.

The principal activity of Voyager involves building, construction and general trading.

Upon completion of the Acquisition of Voyager, Voyager will become a 100% owned subsidiary of Raya.

 Salient terms of the SSA

 CONDITIONS PRECEDENT

The SSA is expressly conditional upon:-

(a) Raya carrying out a due diligence on Voyager to their satisfaction (“Conditions Precedent”) and this Conditions Precedent is for the sole benefit of Raya and may be waived by Raya with or without terms or conditions.

 

(b) obtaining its Board and Shareholders approval respectively for the issuance of the 11,000,000 ordinary shares and other relevant approvals (wherever applicable)

 

(c) In the event that the due diligence on Voyager is not to the satisfaction of Raya and / or waived by Raya, the SSA shall be null and void and of no further force and effect neither party having any rights and obligations against the other.

 The Sale Shares are to be acquired by Raya free from all claims, charges, liens and any encumbrances.

Purchase Consideration

 (a) The Purchase Consideration of RM 1,100,000.00 shall be satisfied vide issuance of 11,000,000 shares to the Vendors by Raya

(b) Basis and justification of arriving at the Purchase Price

 The basis for the Purchase Consideration is on “ willing buyer willing seller”.

(c) Sources of Funding

The Purchase Consideration shall be satisfied vide issuance of 11,000,000 shares to the Vendors by Raya

(d)  Liabilities to be assumed

 There are no liabilities, including contingent liabilities and guarantees, to be assumed by Raya pursuant to the Acquisition of Voyager.

RATIONALE FOR THE ACQUISITION OF VOYAGER

By acquiring Voyager which is currently involved in general trading of electrical goods to various organisations and Institutions, Raya expects to enhance its trading business.

EFFECTS OF THE ACQUISITION OF VOYAGER

The Acquisition of Voyager will not have any material effect on the share capital, substantial shareholders’ shareholdings of Raya and is not expected to have a material effect on the net assets, earnings and gearing of Raya for the financial year ending 31 December 2013.

 APPROVALS REQUIRED

 The Acquisition of Voyager is subject to the approval of the shareholders of Raya or relevant authorities.

 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

 None of the Directors and/or major shareholders of the Company or persons connected with them have any interest, direct or indirect in Acquisition of Voyager.

 THE HIGHEST PERCENTAGE RATIO PURSUANT TO RULE 10.02 (G) OF THE ACE MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

 The highest percentage applicable for the acquisition of Voyager pursuant to Rule 10.02(g) of the ACE Market Listing Requirement is  9.28 %

 STATEMENT BY DIRECTORS

 The Directors of the Company are of the opinion that the Acquisition of Voyager is fair and reasonable and is in the interest of the Raya Group.

 This announcement is dated 9th April 2014.

 



RAYA - RAYA-RESUMPTION OF TRADING

Announcement Type: Listing Circular
Company NameRAYA INTERNATIONAL BERHAD (ACE Market) 
Stock Name RAYA  
Date Announced9 Apr 2014  
CategoryListing Circular
Reference NoNS-140409-55358

LISTING'S CIRCULAR NO. L/Q : 70282 OF 2014


    Further to Listing's Circular No. L/Q : 70276 oF 2014 , kindly be advised that trading in the above Company's shares will resume with effect from 9.00 a.m., Thursday, 10 April 2014
    Your attention is drawn to the Company's announcement dated 9 April 2014.


MARCO - MARCO-Exercise of Warrants 2004/2014 ("Exercise of Warrants")

Announcement Type: Listing Circular
Company NameMARCO HOLDINGS BERHAD  
Stock Name MARCO  
Date Announced9 Apr 2014  
CategoryListing Circular
Reference NoSM-140409-58490

LISTING'S CIRCULAR NO. L/Q : 70280 OF 2014

Kindly be advised that the abovementioned Company’s additional 3,007,100 new ordinary shares of RM0.10 each arising from the aforesaid Exercise of Warrants will be granted listing and quotation with effect from 9.00 a.m., Friday, 11 April 2014.


DSONIC - OTHERS DATASONIC GROUP BERHAD (“DATASONIC”) SHARE SALE AGREEMENT BETWEEN DATASONIC AND FORMOSA PROSONIC INDUSTRIES BERHAD

Announcement Type: General Announcement
Company NameDATASONIC GROUP BERHAD  
Stock Name DSONIC  
Date Announced9 Apr 2014  
CategoryGeneral Announcement
Reference NoDG-140409-BFC91

TypeAnnouncement
SubjectOTHERS
DescriptionDATASONIC GROUP BERHAD (“DATASONIC”)
SHARE SALE AGREEMENT BETWEEN DATASONIC AND FORMOSA PROSONIC INDUSTRIES BERHAD

The Board of Directors of Datasonic wishes to announce that Datasonic has on 9 April 2014, entered into a Share Sale Agreement with Formosa Prosonic Industries Berhad (Company No. 172312-K) for the acquisition of 24,861,790 ordinary shares of RM1.00 each, representing 99.45% of the equity interest in Asia Pacific Card & System Sdn Bhd (Company No. 418808-K) together with its wholly-owned subsidiary, Constant Ahead Sdn Bhd (Company No. 656294-M) for a total cash consideration of Ringgit Malaysia Twenty One Million Eight Hundred Seventy Eight Thousand Three Hundred Seventy Five and Twenty Sen Only (RM21,878,375.20).

Please refer to the attached file for the details of the announcement.

This announcement is dated 9 April 2014.



AXIATA - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced9 Apr 2014  
CategoryGeneral Announcement
Reference NoAG-140409-BCC1D

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionKUALA LUMPUR HIGH COURT CIVIL SUIT NO: D5-22-610-2006
1) CELCOM (MALAYSIA) BERHAD ("CELCOM")
2) TECHNOLOGY RESOURCES INDUSTRIES BERHAD ("TRI")
VS
TAN SRI DATO' TAJUDIN BIN RAMLI ("TSDTR") AND 8 OTHERS
Axiata Group Berhad (“Axiata”) refers to its previous announcement dated 12 March 2014 wherein it was announced that the Court of Appeal had on 11 March 2014 dismissed the appeals by, inter alia,TSDTR and Dato’ Bistamam bin Ramli (“DBR”), with costs. The Court of Appeal also ordered that the proceedings in the High Court be stayed pending the disposal of the defendants’ applications for leave to appeal to the Federal Court.
Axiata wishes to announce that TSDTR and DBR have on 8 April 2014 filed an application for leave to appeal to the Federal Court.

This announcement is dated 9 April 2014.


AXIATA - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced9 Apr 2014  
CategoryGeneral Announcement
Reference NoAG-140409-BCDFD

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionKUALA LUMPUR HIGH COURT CIVIL SUIT NO: D1-22-1960-2008
CELCOM (MALAYSIA) BERHAD (“CELCOM”) & ANOTHER VS TAN SRI DATO’ TAJUDIN BIN RAMLI (“TSDTR”) & 6 OTHERS
Axiata Group Berhad (“Axiata”) refers to its previous announcement dated 12 March 2014 wherein it was announced that the Court of Appeal had on 11 March 2014 dismissed the appeals by, inter alia,TSDTR and Dato’ Bistamam bin Ramli (“DBR”), with costs. The Court of Appeal also ordered that the proceedings in the High Court be stayed pending the disposal of the defendants’ applications for leave to appeal to the Federal Court.
Axiata wishes to announce that TSDTR and DBR have on 8 April 2014 filed an application for leave to appeal to the Federal Court.


This announcement is dated 9 April 2014.


AXIATA - 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 NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced9 Apr 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-140409-A7EEF

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 RM1.00 each
Name & address of registered holder1) 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 transactionDate of change
No of securities
Price Transacted (RM)
Acquired04/04/2014
1,600,000
 

Circumstances by reason of which change has occurredCitigroup EPF Board - Acquisition of 1,600,000 shares
Nature of interestDirect
Direct (units)1,027,243,906 
Direct (%)12.02 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change1,027,243,906
Date of notice07/04/2014

Remarks :
1) The total number of 1,027,243,906 ordinary shares comprised of the following:-



a) Citigroup EPF Board - 939,769,906
b) EPF Board - 3,332,900

c) Citigroup EPF Board (AMUNDI) - 2,381,250

d) Citigroup EPF Board (KIB) - 600,000

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) - 30,971,300
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 9 April 2014


GTRONIC - GTRONIC-Employees Share Option Scheme ("Scheme")

Announcement Type: Listing Circular
Company NameGLOBETRONICS TECHNOLOGY BERHAD  
Stock Name GTRONIC  
Date Announced9 Apr 2014  
CategoryListing Circular
Reference NoSM-140409-58653

LISTING'S CIRCULAR NO. L/Q : 70281 OF 2014

Kindly be advised that the abovementioned Company’s additional 212,200 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., Friday, 11 April 2014.


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

Announcement Type: General Announcement
Company NameFORMOSA PROSONIC INDUSTRIES BERHAD  
Stock Name FPI  
Date Announced9 Apr 2014  
CategoryGeneral Announcement
Reference NoCK-140409-63047

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionFormosa Prosonic Industries Berhad - Share Sale Agreement for Disposal of Shares in Asia Pacific Card & System Sdn Bhd

Please refer to the attachment for the announcement details.



LSTEEL - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NameLEADER STEEL HOLDINGS BERHAD  
Stock Name LSTEEL  
Date Announced9 Apr 2014  
CategoryChange in Audit Committee
Reference NoCC-140402-36782

Date of change09/04/2014
NameDatuk Abdullah bin Kuntom
Age70
NationalityMalaysian
Type of changeAppointment
DesignationMember of Audit Committee
DirectorateNon Independent & Non Executive
QualificationsDatuk Abdullah bin Kuntom holds a Bachelor of Arts Degree from the University of Malaya and a Masters in Public Policy and Administration from the University of Wisconsin, Madison, United States of America. 
Working experience and occupation Datuk Abdullah has a distinguished career in the civil service having been placed in many Government ministries and departments over a period of 36 such years. 
Directorship of public companies (if any)NIL 
Family relationship with any director and/or major shareholder of the listed issuerNIL 
Any conflict of interests that he/she has with the listed issuerNIL 
Details of any interest in the securities of the listed issuer or its subsidiariesNIL 
Composition of Audit Committee (Name and Directorate of members after change)1) Lim Leng Han - Chairman (Independent Non-Executive Director)
2) Mohd Arif bin Mastol - Member (Independent Non-Executive Director)
3) Datuk Abdullah bin Kuntom - Member (Non-Independent Non-Executive Director)


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