August 18, 2014

Company announcements: CWORKS, TECFAST, MICROLN, SMTRACK, AMBANK, MEGB, GLOTEC, AEON

CWORKS - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameCWORKS SYSTEMS BERHAD (ACE Market) 
Stock Name CWORKS  
Date Announced18 Aug 2014  
CategoryGeneral Announcement
Reference NoOS-140818-65601

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionCWORKS SYSTEMS BERHAD (“CWORKS” OR “COMPANY”)

PROPOSED PRIVATE PLACEMENT OF UP TO 11,000,132 NEW ORDINARY SHARES OF RM0.10 EACH IN CWORKS, REPRESENTING TEN PERCENT (10%) OF THE TOTAL ISSUED AND PAID-UP SHARE CAPITAL OF CWORKS TO INDEPENDENT THIRD PARTY INVESTORS TO BE IDENTIFIED (“PROPOSED PRIVATE PLACEMENT”)

Unless otherwise defined in this announcement, all terms used herein shall have the same meaning as those defined in the announcement dated 24 July 2014.

Further to the announcements dated 24 July 2014 and 30 July 2014 in relation to the Proposed Private Placement, M&A Securities Sdn Bhd, on behalf of the Board of CWorks wishes to announce the additional information in relation to the Proposed Private Placement as attached.

This announcement is dated 18 August 2014.



TECFAST - OTHERS PROPOSED ACQUISITION OF A 40% EQUITY INTEREST IN EACH OF THB’S 50%-OWNED SUBSIDIARIES, NAMELY CAPE TECHNOLOGY SDN BHD AND ORIEM TECHNOLOGY SDN BHD FOR A TOTAL CASH CONSIDERATION OF UP TO RM12,160,000.00 (“PROPOSED ACQUISITION”)

Announcement Type: General Announcement
Company NameTECHFAST HOLDINGS BERHAD (ACE Market) 
Stock Name TECFAST  
Date Announced18 Aug 2014  
CategoryGeneral Announcement
Reference NoMB-140818-52770

TypeAnnouncement
SubjectOTHERS
DescriptionPROPOSED ACQUISITION OF A 40% EQUITY INTEREST IN EACH OF THB’S 50%-OWNED SUBSIDIARIES, NAMELY CAPE TECHNOLOGY SDN BHD AND ORIEM TECHNOLOGY SDN BHD FOR A TOTAL CASH CONSIDERATION OF UP TO RM12,160,000.00 (“PROPOSED ACQUISITION”)

This announcement is dated 18 August 2014.

On behalf of the Board of Directors of THB (“Board”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that the Company had on 18 August 2014 entered into a sale and purchase agreement (“SPA”) with Lu Eng Shean (“Vendor”) to acquire a 40% equity interest which THB does not already own in each of its existing 50%-owned subsidiaries namely Cape Technology Sdn Bhd (“Cape”) and Oriem Technology Sdn Bhd (“Oriem”) for a total consideration of up to RM12,160,000.00 (“Purchase Consideration”) (“Proposed Acquisition”).

Cape and Oriem are hereinafter collectively referred to as the “Acquiree Companies”.

On even date, the Acquiree Companies had entered into a contract of employment (“Contract Of Employment”) with the Vendor. Please refer to Section 3 of this announcement for information on the Contract of Employment.

Please refer to the attachment for further details on the Proposed Acquisition.



MICROLN - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameMICROLINK SOLUTIONS BERHAD (ACE Market) 
Stock Name MICROLN  
Date Announced18 Aug 2014  
CategoryGeneral Announcement
Reference NoMI-140818-67110

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionMICROLINK SOLUTIONS BERHAD (“MICROLINK” OR THE “COMPANY”)

(I) PROPOSED ACQUISITIONS;
(II) PROPOSED ESOS TERMINATION;
(III) PROPOSED LTIP;
(IV) PROPOSED ALTERATION TO AUTHORISED SHARE CAPITAL; AND
(V) PROPOSED AMENDMENTS

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
We refer to the announcement dated 3 April 2014, 12 June 2014, 4 July 2014, 18 July 2014 and 25 July 2014 in relation to the Proposals (“Announcements”).
All abbreviations and definitions used herein shall have the same meanings as the words and expressions defined in the Announcements, except where the context otherwise requires or where otherwise defined herein.

On behalf of the Board, Kenanga wishes to announce that Microlink wishes to vary and amend certain terms of the SSA and nominate CSA Servis (M) Sdn. Bhd. (“CSAS”), a wholly-owned subsidiary of the Company, to be the holder of and the legal and beneficial owner of the Sale Shares.

Save for the change of the transferee of the Sale Shares to CSAS, all other terms and conditions in the SSA remains unchanged.

Pursuant to the above and Clause 15.15 of the SSA, on 18 August 2014, the Vendors have in writing, agreed to the variation to the SSA and provided their respective consent and agreement to the transfer of the legal and beneficial ownership of the Sale Shares to CSAS.

This announcement is dated 18 August 2014.


SMTRACK - OTHERS (Amended Announcement)

Announcement Type: General Announcement
Company NameSMTRACK BERHAD (ACE Market) 
Stock Name SMTRACK  
Date Announced18 Aug 2014  
CategoryGeneral Announcement
Reference NoCC-140818-DBD85

Admission SponsorKenanga Investment Bank Bhd
SponsorSame as above
TypeAnnouncement
SubjectOTHERS
DescriptionJOINT VENTURE AGREEMENT BETWEEN CHONGQING ZHENXIN INVESTMENT LTD COMPANY (“CZI”) AND SMTRACK BERHAD (FORMERLY KNOWN AS SMARTAG SOLUTIONS BERHAD) (“SMTRACK” OR “THE COMPANY”) FOR THE PURPOSE OF CONDUCTING INFORMATION TECHNOLOGY AND RELATED APPLICATIONS WITHIN THE CHONGQING FREE TRADE ZONES IN CHINA

 

The Board of Directors of the Company wishes to announce that a Joint Venture Agreement between CZI and SMTRACK was signed on 18 August 2014 ("JVA") for the purpose of conducting information technology and related applications to facilitate trade within the Chongqing free trade zones in China ("Joint Venture")

Full details of the Joint Venture are set out in the attached announcement.

This announcement is dated 18 August 2014.

(This amended announcement is made to change the Sponsor to Kenanga Investment Bank Bhd)



AMBANK - 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 NameAMMB HOLDINGS BERHAD  
Stock Name AMBANK  
Date Announced18 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAH-140818-942C8

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 holderCitigroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

1. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
[Disposal of 2,496,500 shares]

2. Employees Provident Fund Board

3. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (KIB)

4. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (MAYBAN)

5. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (KAF FM)

6. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (NOMURA)

7. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (CIMB PRI)

8. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (ARIM)

9. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (TEMPLETON)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed13/08/2014
2,496,500
 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestDirect interest
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change417,899,237
Date of notice14/08/2014

Remarks :
This notice was received on 18 August 2014.


MEGB - Changes in Director's Interest (S135) - Siva Kumar A/L M Jeyapalan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMASTERSKILL EDUCATION GROUP BERHAD  
Stock Name MEGB  
Date Announced18 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-140818-B67AE

Information Compiled By KLSE

Particulars of Director

NameSiva Kumar A/L M Jeyapalan
AddressNo. 2, Jalan Desa Bahagia,
Taman Desa,
58100 Kuala Lumpur,
Wilayah Persekutuan
Descriptions(Class & nominal value)Ordinary shares of RM0.20 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
15/08/2014
600,000
1.100 

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

Total no of securities after change

Direct (units)115,100,000 
Direct (%)28.08 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice18/08/2014

Remarks :
Direct Interest:-
CIMSEC Nominees (Tempatan) Sdn. Bhd. - CIMB for Siva Kumar A/L M Jeyapalan (PB) - 115,100,000

The 600,000 disposed shares are equivalent to 0.15% of all issued securities of Masterskill Education Group Berhad.

This announcement is made pursuant to paragraph 14.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and based on the information in the Notice of Disclosure pursuant to Section 135(1)(a) and (b) of the Companies Act, 1965 of Mr. Siva Kumar A/L M Jeyapalan received by the registered office of Masterskill Education Group Berhad on 18/08/2014.


MEGB - Changes in Director's Interest (S135) - Yap Yoke Chuan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMASTERSKILL EDUCATION GROUP BERHAD  
Stock Name MEGB  
Date Announced18 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-140818-B67A1

Information Compiled By KLSE

Particulars of Director

NameYap Yoke Chuan
AddressNo. 42, Jalan USJ 2/2M,
47600 Subang Jaya,
Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary shares of RM0.20 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
15/08/2014
600,000
1.100 

Circumstances by reason of which change has occurredAcquisition of shares by spouse
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units) 
Direct (%) 
Indirect/deemed interest (units)6,900,000 
Indirect/deemed interest (%)1.68 
Date of notice18/08/2014

Remarks :
Indirect Interest:-
How Soong Khong - 6,900,000

The 600,000 shares acquired by Mr. How Soong Khong are equivalent to 0.15% of all issued securities of Masterskill Education Group Berhad.

This announcement is made pursuant to paragraph 14.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and based on the information in the Notice of Disclosure pursuant to Section 135(1)(a) and (b) of the Companies Act, 1965 of Mdm. Yap Yoke Chuan received by the registered office of Masterskill Education Group Berhad on 18/08/2014.


MEGB - Changes in Director's Interest (S135) - How Soong Khong

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMASTERSKILL EDUCATION GROUP BERHAD  
Stock Name MEGB  
Date Announced18 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCM-140818-B67AC

Information Compiled By KLSE

Particulars of Director

NameHow Soong Khong
AddressNo. 42, Jalan USJ 2/2M,
47600 Subang Jaya,
Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary shares of RM0.20 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
15/08/2014
600,000
1.100 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)6,900,000 
Direct (%)1.68 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice18/08/2014

Remarks :
The 6,900,000 acquired shares are equivalent to 0.15% of all issued securities of Masterskill Education Group Berhad.

This announcement is made pursuant to paragraph 14.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and based on the information in the Notice of Disclosure pursuant to Section 135(1)(a) and (b) of the Companies Act, 1965 of Mr. How Soong Khong received by the registered office of Masterskill Education Group Berhad on 18/08/2014.


GLOTEC - OTHERS GLOBALTEC FORMATION BERHAD (“GFB” or “Company”) Subscription Of 60% Equity Interest Each In New Century Energy Resources Limited (“NCE”) and New Century Energy Services Limited (“NCES”) (“Subscription”)

Announcement Type: General Announcement
Company NameGLOBALTEC FORMATION BERHAD  
Stock Name GLOTEC  
Date Announced18 Aug 2014  
CategoryGeneral Announcement
Reference NoGF-140818-41986

TypeAnnouncement
SubjectOTHERS
DescriptionGLOBALTEC FORMATION BERHAD (“GFB” or “Company”)
Subscription Of 60% Equity Interest Each In New Century Energy Resources Limited (“NCE”) and New Century Energy Services Limited (“NCES”) (“Subscription”)

We refer to the announcements dated 8 August 2014 and 12 August 2014 in relation to the Subscription (Announcements”). Unless the context otherwise requires, all expressions used herein shall have the same meanings assigned thereto in the Announcements.

 

On behalf of the Board of Directors of GFB, we wish to announce that both NGY and NCE had on 18 August 2014 entered into an Amended and Restated Investment Agreement (“Amended and Restated NGY IA”) and a Deed of Amendment and Restatement.

 

The Amended and Restated NGY IA amended and further clarified the two-stage investments in NGY by NCE as follows:

 

i)   Upon completion of the NGY Share Placement (first stage), NCE shall be entitled to appoint two of its nominees as directors of NGY (of the total number of five directors). Mr. Graeme Robertson, the existing chairman, shall remain as chairman of the board.

 

ii)  The Additional NGY Funding (second stage) and the following changes to the composition of NGY board shall be subjected to approval of the shareholders of NGY.

 

Upon completion of the Additional NGY Funding, NCE shall be entitled to appoint three directors out of the total number of four directors of the NGY board, by appointing one more director to the NGY board whilst two existing directors of NGY (not including the directors appointed by NCE) shall resign. The chairman of the NGY board shall be one of the directors appointed by NCE.

 

Copies of the Amended and Restated NGY IA and the Deed of Amendment and Restatement may be inspected at the registered office of GFB at Wisma AIC, Lot 3 Persiaran Kemajuan, Section 16, 40200 Shah Alam, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

 

This announcement is dated 18 August 2014.


AEON - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced18 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-140818-7F84E

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc ("MUFG")
Address7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderAberdeen Asset Management PLC ("Aberdeen") and its subsidiaries
10 Queen's Terrace
Aberdeen, AB10 1YG
Scotland

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired12/08/2014
76,800
 

Circumstances by reason of which change has occurredAcquisition by Aberdeen

MUFG is deemed interested in the shares by virtue of:

1. MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% in Aberdeen.

2. MUFG's holding more than 15% interest in shares of Morgan Stanley & Co. International Plc Group.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)270,788,964 
Indirect/deemed interest (%)19.287 
Total no of securities after change270,788,964
Date of notice15/08/2014

Remarks :
The total number of 270,788,964 Ordinary Shares of RM0.50 each are held as follows:

(i) 270,788,600 Ordinary Shares of RM0.50 each are registered in the name of Aberdeen and its subsidiaries; and
(ii) 364 Ordinary Shares of RM0.50 each are registered in the name of Morgan Stanley & Co. International Plc

The Form 29B was received by the Company on 18 August 2014.


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