SYF - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
| Company Name | SYF RESOURCES BERHAD |
| Stock Name | SYF |
| Date Announced | 24 Apr 2014 |
| Category | General Announcement |
| Reference No | CK-140424-64328 |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | SYF RESOURCES BERHAD ("SYF" OR THE "COMPANY") UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY NG AH CHAI ("OFFEROR") THROUGH RHB INVESTMENT BANK BERHAD TO ACQUIRE I. ALL THE REMAINING ORDINARY SHARES OF RM0.25 EACH IN SYF ("SYF SHARE(S)") (EXCLUDING TREASURY SHARES) WHICH ARE NOT ALREADY HELD BY THE OFFEROR AND THE PERSONS ACTING IN CONCERT WITH HIM ("PAC(S)"); AND II. ANY NEW SYF SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSE OF THE OFFER PURSUANT TO THE EXERCISE OF THE OUTSTANDING OPTIONS GRANTED BY SYF UNDER ITS EMPLOYEES' SHARE OPTION SCHEME WHICH ARE NOT ALREADY HELD BY THE OFFEROR AND THE PACS, (COLLECTIVELY REFERRED TO AS THE "OFFER SHARE(S)") AT A CASH OFFER PRICE OF RM0.65 PER OFFER SHARE ("OFFER") |
Unless otherwise stated, abbreviations and definitions used throughout this announcement shall be the same as those previously defined in the earlier announcements in relation to the Offer. We refer to our earlier announcements dated 13 March 2014, 18 March 2014, 19 March 2014 and 3 April 2014. We wish to inform that the Company has today received a press notice from RHB Investment Bank Berhad, on behalf of the Offeror, informing that the Offer has closed at 5.00 p.m. (Malaysian time) on 24 April 2014 ("Closing Date") ("Press Notice"). Further, we wish to inform that as at the Closing Date, the public shareholding spread of SYF is 22.54%. As a result, SYF does not comply with the public shareholding spread requirement ("Public Spread Requirement") as set out under Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"). As set out in Section 4 of the Offer Document, it is the intention of the Offeror to maintain the listing status of SYF. Accordingly, the Offeror will explore various options or proposals within three (3) months from the Closing Date or such extended timeframe as allowed by the relevant authorities to rectify the shortfall in the public shareholding spread of SYF. In such circumstances, the Offeror will endeavour to place out a sufficient number of SYF Shares or procure SYF to carry out a subsequent corporate exercise in order to rectify the shortfall in the public shareholding spread of SYF. However, in such circumstances where SYF still fails in complying with the Public Spread Requirement after exhausting all possible options or proposals to rectify the shortfall in the public shareholding spread, SYF may consider applying to Bursa Securities for a lower percentage than 25% pursuant to Paragraph 8.02(1) of the Listing Requirements. An application to the Bursa Securities to seek an extension of time to comply with the Public Spread Requirement will be made in due course. The Company will make the necessary announcements in relation to the status of its efforts to comply with the Public Spread Requirement every quarter of its financial year in compliance with the Listing Requirements. The detailed disclosure on the level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on the Closing Date, in accordance with Section 26(1) of the Malaysian Code on Take-Overs and Mergers, 2010, is set out in the Appendix of the Press Notice. Please refer to the attached Press Notice for further details. This announcement is dated 24 April 2014.
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SYF - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
| Company Name | SYF RESOURCES BERHAD |
| Stock Name | SYF |
| Date Announced | 24 Apr 2014 |
| Category | General Announcement |
| Reference No | CK-140424-69203 |
| Type | Announcement | ||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||
| Description | Pursuant to paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company has received notification from Mr. Ng Ah Chai, the Director of SYF Resources Bhd in relation to the acquisition of the ordinary shares of RM0.25 each of the Company, details of which are set out in the table below:- | ||||||||
Total issued and paid-up share capital is RM68,356,326.50 divided into 273,425,306 ordinary shares (including 820,000 treasury shares) of RM0.25 each.
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SYF - Changes in Director's Interest (S135) - Ng Ah Chai
| Company Name | SYF RESOURCES BERHAD |
| Stock Name | SYF |
| Date Announced | 24 Apr 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CK-140424-68572 |
Information Compiled By KLSE
Particulars of Director
| Name | Ng Ah Chai |
| Address | No. 1, Block C Jalan Indah 2/6 Taman Indah Batu 11 Cheras 43200 Selangor Darul Ehsan |
| Descriptions(Class & nominal value) | Ordinary Shares of RM0.25 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 36,636,300 | 0.650 |
| Circumstances by reason of which change has occurred | Acceptance received pursuant to mandatory take-over offer which closed on 24 April 2014. |
| Nature of interest | Direct |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 173,586,700 |
| Direct (%) | 63.68 |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 24/04/2014 |
SYF - Changes in Sub. S-hldr's Int. (29B) - Ng Ah Chai
| Company Name | SYF RESOURCES BERHAD |
| Stock Name | SYF |
| Date Announced | 24 Apr 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CK-140424-67404 |
Particulars of substantial Securities Holder
| Name | Ng Ah Chai |
| Address | No. 1, Block C Jalan Indah 2/6 Taman Indah Batu 11 Cheras 43200 Selangor Darul Ehsan |
| NRIC/Passport No/Company No. | 620703-10-5077 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.25 each |
| Name & address of registered holder | RHB Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Ng Ah Chai (1st Party) 10th Floor, Plaza OSK Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 24/04/2014 | 36,636,300 | 0.650 |
REX - Change in Audit Committee
| Company Name | REX INDUSTRY BERHAD |
| Stock Name | REX |
| Date Announced | 24 Apr 2014 |
| Category | Change in Audit Committee |
| Reference No | RI-140424-40781 |
| Date of change | 23/04/2014 |
| Name | Ameer Bin Shaik Mydin |
| Age | 50 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Member of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | Graduated from Universiti of Malaya with Bachelor of Science in Physics. |
| Working experience and occupation | He was appointed as an Executive Director of Century Software (Malaysia)Sdn Bhd on 27 March 2002 and brings him over 20 years of experience. He was appointed as an Executive Director of Century Software Holdings Berhad on 28 December 2010. He was appointed as CEO of T-Melmax Sdn Bhd in 2011. |
| Directorship of public companies (if any) | Executive Director of Century Software Holdings Berhad |
| Family relationship with any director and/or major shareholder of the listed issuer | No |
| Any conflict of interests that he/she has with the listed issuer | No |
| Details of any interest in the securities of the listed issuer or its subsidiaries | No |
| Composition of Audit Committee (Name and Directorate of members after change) | Tang Yin Kham (Chairman, Independent Non Executive Director) Mohd Faisal Izan Bin Abdul Latiff (Member, Independent Non Executive Director) Ameer Bin Shaik Mydin (Member, Independent Non Executive Director) |
| Remarks : |
| He was appointed as a member of Nomination Committee and Remuneration Committee. |
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