July 14, 2014

Company announcements: TSH, KPSCB, PARAGON, WCT, TECNIC, YOKO

TSH - OTHERS TSH Resources Berhad "TSH" or "the Company") Proposed Acquisition of a new subsidiary

Announcement Type: General Announcement
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced14 Jul 2014  
CategoryGeneral Announcement
Reference NoTR-140711-37298

TypeAnnouncement
SubjectOTHERS
DescriptionTSH Resources Berhad "TSH" or "the Company")
Proposed Acquisition of a new subsidiary

1. Introduction

Pursuant to the requirements of Paragraph 9.19(23) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of TSH wishes to announce that the Company had on 14 July 2014 entered into a Share Sale Agreement to acquire 2 ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital in Icon Field Ventures Sdn. Bhd. (“Icon”) for a total purchase consideration of USD7,650,000 (approximately RM24,480,000 based on an exchange rate of USD1.00 for RM3.20) from Wingate Consolidation Limited (“Wingate”) (“Proposed Acquisition”).

2. Details of the Proposed Acquisition

Icon is a private limited company, incorporated in Malaysia on 9 June 2014 with an issued and paid-up share capital of RM2.00 comprising 2 ordinary shares of RM1.00 each. Icon shall enter into a sale and purchase agreement with PT Tirta Agung Selaras and PT Teguh Aman Sentosa to purchase 90% of the entire share capital of PT Prima Usaha Sukses (“PT PUS”).

PT PUS has obtained the Ijin Lokasi for approximately 9,000 hectares of land located at Desa Telok, Petak Puti, Tewang Panjang, Tumbang Lahang, Tura, Tumbang Tanjung Kecamatan Katingan Tengah and Desa Geragu, Tumbang Tungku, Tewang Karangan, Dahian Tunggal, Tumbang Lawang, Tumbang Banjang Kecamatan Pulau Malan Kabupaten Katingan Provinsi Kalimantan Tengah (“Land”). In addition, PT PUS has obtained the necessary licence to develop the Land into oil palm plantation.

The Land is located within close proximity to the Company’s existing estate in PT Mitra Jaya Cemerlang with accessibility and good infrastructure and near to river for the transport of commodity.

3. Conditions precedent to the Proposed Acquisition

The Proposed Acquisition is subject to the fulfillment of certain conditions precedent, inter-alia:-

a) the approval of the Indonesian Investment Co-ordinating Board (“BKPM”) for the conversion of PT PUS into a company with Penanaman Modal Asing (“PMA”) status;

b) Icon becomes the beneficial owner of 90% of the entire share capital in PT PUS;

c) a satisfactory results of the legal and financial due diligence exercise on Icon and PT PUS;

d) Wingate has complied with all requirements of their constitution and/or requirements of the relevant law in relation to the transfer of the sale shares; and

e) such other approvals from any other relevant bodies, persons, courts, authorities or regulatory bodies as may be necessary for the completion of the sale and purchase of the sale shares.

4. Basis of consideration

The purchase consideration of USD7,650,000 was arrived at on a willing-buyer, willing-seller basis after taking into consideration the value of the Land held by PT PUS with an estimated area of 9,000 hectares. The purchase consideration will be financed through internal resources. The Company will acquire the shares free from all charges, liens, pledges and other encumbrances and with all rights, benefits and entitlements attached thereto.

5. Effects of the Proposed Acquisition

The Proposed Acquisition will not have any effect on the share capital and shareholdings structure of TSH. Further, the Proposed Acquisition will not have any material impact on the net asset and earnings of the TSH Group for the financial year ending 2014. However, the Proposed Acquisition is expected to improve the future earnings of the TSH Group resulting from the development of the plantation land in the future.

6. Rationale for the Proposed Acquisition

The Proposed Acquisition would enable TSH to further increase its oil palm plantation areas in Indonesia.

7. Directors’ and substantial shareholders’ interest

None of the Directors or substantial shareholders of TSH or any person connected to the Directors and substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition.

This announcement is dated 14 July 2014.



TSH - OTHERS TSH Resources Berhad ("TSH" or "the Company") Non-fulfilment of certain conditions precedent in relation to the Proposed Acquisition of 300,000 ordinary shares of RM1.00 each in Sg Kalabakan Estate Sdn. Bhd. (“Proposed Acquisition”)

Announcement Type: General Announcement
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced14 Jul 2014  
CategoryGeneral Announcement
Reference NoTR-140711-38257

TypeAnnouncement
SubjectOTHERS
DescriptionTSH Resources Berhad ("TSH" or "the Company")
Non-fulfilment of certain conditions precedent in relation to the Proposed Acquisition of 300,000 ordinary shares of RM1.00 each in Sg Kalabakan Estate Sdn. Bhd. (“Proposed Acquisition”)

We refer to our announcement dated 6 December 2013 (“Earlier Announcement”). Unless otherwise stated, all defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcement.

The Board of Directors of TSH (“the Board”) wishes to announce that the SSA dated 6 December 2013 had automatically lapsed following the non-fulfilment of certain conditions precedent on or before the extended Conditional Period (as defined in the SSA) of 5 July 2014. These conditions precedent relate to the non-receipt of the relevant written consents and/or documents.

Pursuant to Clause 4.7 of the SSA, the SSA shall be of no further effect whereupon RASB shall within 14 days therefrom refund the earnest deposit of RM3,000,000 free of any interest whatsoever and balance deposit of RM12,000,000 together with all interest accrued thereon to TSH. Thereafter the parties shall be released from all further obligations to each other.

No material financial impact on the net assets and earnings of the TSH Group.

This announcement is dated 14 July 2014.



KPSCB - Changes in Director's Interest (S135) - Koh Poh Seng (Amended Announcement)

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKPS CONSORTIUM BERHAD  
Stock Name KPSCB  
Date Announced14 Jul 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKC-140714-E8E06

Information Compiled By KLSE

Particulars of Director

NameKoh Poh Seng
AddressNo.34, Jalan Hujan Gerimis Dua, Taman Overseas Union,
58200 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary Shares of RM1.00 Each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
11/07/2014
44,800
0.520 

Circumstances by reason of which change has occurredAcquired in open market.
Nature of interest
Consideration (if any) 

Total no of securities after change

Direct (units)62,709,725 
Direct (%)42.42 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice14/07/2014

Remarks :
This announcement is served pursuant to Paragraph 14.09 of Chapter 14 of the Main Market Listing Requirements.


KPSCB - Changes in Sub. S-hldr's Int. (29B) - Koh Poh Seng (Amended Announcement)

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKPS CONSORTIUM BERHAD  
Stock Name KPSCB  
Date Announced14 Jul 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKC-140714-E8DFB

Particulars of substantial Securities Holder

NameKoh Poh Seng
AddressNo.34, Jalan Hujan Gerimis Dua, Taman Overseas Union,
58200 Kuala Lumpur
NRIC/Passport No/Company No.561105-08-6569
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 Each
Name & address of registered holderKoh Poh Seng, No.34, Jalan Hujan Gerimis Dua, Taman Overseas Union, 58200 Kuala Lumpur;
Amsec Nominees (Tempatan) Sdn Bhd, 15th Floor, Bangunan Ambank Group, 55 Jalan Raja Chulan, 50200 Kuala Lumpur;
Alliance Group Nominees (Tempatan) Sdn Bhd, Menara Multi-Purpose Capital Square, 5 Jalan Munshi Abdullah, 50100 Kuala Lumpur;
Public Nominees (Tempatan) Sdn Bhd, Menara Public Bank, 148 Jalan Ampang, 50450 Kuala Lumpur;
Citicorp Nominees (Tempatan) Sdn Bhd, Level 16, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur;
OSK Nominees (Tempatan) Sdn Bhd, 10th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur;
AIBB Nominees (Tempatan) Sdn Bhd, Level 17, Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired11/07/2014
44,800
0.520 

Circumstances by reason of which change has occurredAcquired in open market.
Nature of interestDirect
Direct (units)62,709,725 
Direct (%)42.42 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change62,709,725
Date of notice14/07/2014


PARAGON - Change in Boardroom

Announcement Type: Change in Boardroom
Company NamePARAGON UNION BERHAD  
Stock Name PARAGON  
Date Announced14 Jul 2014  
CategoryChange in Boardroom
Reference NoCC-140714-40560

Date of change14/07/2014
NameToh Hong Wooi
Age54
NationalityMalaysian
Type of changeRedesignation
Previous PositionExecutive Director
New PositionNon-Executive Director
DirectorateNon Independent & Non Executive
Qualifications1. Masters in Business Administration, Institute of Finance and Management Studies (England)
2. BA Urban Planning Studies, University of Westminster, London (England) 
Working experience and occupation Mr. Toh Hong Wooi has more than 20 years of working experience in both international consulting and corporate sectors. He has been involved in strategy services, business planning and development, development planning, real estate, hospitality and tourism consulting. 
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 


WCT - 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 NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced14 Jul 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-140714-0C306

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPFACT1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (86,701,210 Shares)
Employees Provident Fund Board (1,722,125 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(HDBS)(6,285,395 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (KAF FM) (3,600,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) (5,777,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (PHEIM) (940,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) (7,101,950 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM) (2,200,000 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/07/2014
174,100
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)114,327,680 
Direct (%)10.56 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change114,327,680
Date of notice14/07/2014

Remarks :
Form 29B dated 10 July 2014 was received on 14 July 2014.


TECNIC - Changes in Sub. S-hldr's Int. (29B) - DATO' GAN KIM HUAT

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameTECNIC GROUP BERHAD  
Stock Name TECNIC  
Date Announced14 Jul 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCV-140714-742E6

Particulars of substantial Securities Holder

NameDATO' GAN KIM HUAT
AddressS-5-3A, SURIA STONOR,
NO. 2, LORONG STONOR,
50450 KUALA LUMPUR.
NRIC/Passport No/Company No.471215-01-5439
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM1.00 EACH
Name & address of registered holderSAME AS ABOVE

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed10/07/2014
49,000
3.900 

Circumstances by reason of which change has occurredDISPOSAL OF SHARES VIA OPEN MARKET
Nature of interestDIRECT
Direct (units)12,102,029 
Direct (%)29.96 
Indirect/deemed interest (units)15,637,357 
Indirect/deemed interest (%)38.71 
Total no of securities after change27,739,386
Date of notice11/07/2014

Remarks :
* Indirect Interest (15,637,357)
– 7,602,357 (held by Zenith Highlight Sdn. Bhd. (ZHSB))
– 8,035,000 (held by Graceful Assessment Sdn. Bhd. (GASB))
(Deemed interest by virtue of my substantial shareholding in ZHSB and GASB).

NOTICE RECEIVED ON 14/07/2014.


YOKO - Changes in Sub. S-hldr's Int. (29B) - Yong Mian Thong

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameYOKOHAMA INDUSTRIES BERHAD  
Stock Name YOKO  
Date Announced14 Jul 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-140714-87614

Particulars of substantial Securities Holder

NameYong Mian Thong
Address23, Jalan Hujan Rahmat Satu
Taman Overseas Union
58200 Kuala Lumpur
NRIC/Passport No/Company No.530420-10-5713
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0-50 each
Name & address of registered holderYong Mian Thong (Disposed - 15,000 shares)
23, Jalan Hujan Rahmat Satu
Taman Overseas Union
58200 Kuala Lumpur

Deemed Interest
HSG Investments Pte Ltd ("HSGI")
15 Scotts Road #04-01/03
Thong Teck Building
Singapore 22821

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed11/07/2014
15,000
1.448 

Circumstances by reason of which change has occurredDisposal
Nature of interestDirect Interest
Direct (units)73,000 
Direct (%)0.09 
Indirect/deemed interest (units)53,025,118 
Indirect/deemed interest (%)62.17 
Total no of securities after change53,098,118
Date of notice11/07/2014

Remarks :
Dr. Yong Mian Thong's deemed interest in the Company by virtue of his shareholders in Spei Holdings Private Limited which in turn is a substantial shareholder of Hup Soon Global Corporation Limited of which HSGI is a wholly owned subsidiary pursuant to Section 6A of the Companies Act 1965.

The Secretary of the Company received the Form 29B dated 11 July 2014 today, 14 July 2014.


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

Announcement Type: General Announcement
Company NameYOKOHAMA INDUSTRIES BERHAD  
Stock Name YOKO  
Date Announced14 Jul 2014  
CategoryGeneral Announcement
Reference NoCC-140714-8760E

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionWe wish to announce that Dr. Yong Mian Thong, a director of Yokohama Industries Berhad ("the Company") has disposed 15,000 shares of the Company outside closed period pursuant to Chapter 14.09 of Bursa Malaysia's Main Market Listing Requirements on Dealings in Listed Securities. The details are set out as below:

Type of Securities

Date of Disposal

Price transacted per securities

No. of securities acquired or disposed

% of securities acquired or disposed

Ordinary Shares

 

Direct Interest

 

 

 

11 July 2014

 

 

RM1.448

 

 

15,000

 

 

0.02%

 



YOKO - Changes in Director's Interest (S135) - Yong Mian Thong

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameYOKOHAMA INDUSTRIES BERHAD  
Stock Name YOKO  
Date Announced14 Jul 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCC-140714-87600

Information Compiled By KLSE

Particulars of Director

NameYong Mian Thong
Address23, Jalan Hujan Rahmat Satu
Taman Overseas Union
58200 Kuala Lumpur
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
11/07/2014
15,000
1.448 

Circumstances by reason of which change has occurredDisposal
Nature of interestDirect Interest
Consideration (if any) 

Total no of securities after change

Direct (units)73,000 
Direct (%)0.09 
Indirect/deemed interest (units)53,025,118 
Indirect/deemed interest (%)62.17 
Date of notice11/07/2014

Remarks :
Direct Interest:-
- Yong Mian Thong - 73,000 shares

Deemed Interest:-
- HSG Investments Pte Ltd - 53,025,118 shares


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