OLDTOWN - Notice of Shares Buy Back - Immediate Announcement
| Company Name | OLDTOWN BERHAD |
| Stock Name | OLDTOWN |
| Date Announced | 20 Aug 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CK-140820-6C57D |
ICON - OTHERS (Amended Announcement)
| Company Name | ICON OFFSHORE BERHAD |
| Stock Name | ICON |
| Date Announced | 20 Aug 2014 |
| Category | General Announcement |
| Reference No | IO-140820-7252A |
| Type | Announcement |
| Subject | OTHERS |
| Description | JOINT VENTURE BETWEEN ICON FLEET SDN BHD, A WHOLLY OWNED SUBSIDIARY OF ICON OFFSHORE BERHAD WITH ZELL TRANSPORTATION SDN BHD |
INTRODUCTION
Our Board of Directors (“Board”) is pleased to announce that Icon Fleet Sdn Bhd (“IFSB”), our wholly-owned subsidiary, had on 21 July 2014 signed a binding and conditional term sheet (“Term Sheet”) with Zell Transportation Sdn Bhd (“ZELL”) to form a joint venture for the provision of offshore support vessels (“OSV”) to service contracts and operations in Negara Brunei Darussalam (“Brunei”) (“Proposed JVA”).
(ICON and ZELL shall collectively be known as the “Parties”)
The Term Sheet is legally binding and conditional, and forms the basis for the eventual execution of a joint venture agreement (“JV Agreement”) which will govern the relationship of the Parties.
The Proposed JVA will be consummated through Icon Bahtera (B) Sdn Bhd (“IBSB”). IBSB is currently our wholly owned subsidiary with limited liability incorporated in Brunei. Please refer to the para “Shareholding of IBSB” below for further details on shareholdings of IBSB following the completion of the Proposed JVA.
IFSB is our wholly owned subsidiary with limited liability incorporated in Malaysia and is an investment holding company, of which its subsidiaries are involved in the leasing of vessels.
ZELL is a company with limited liability incorporated in Brunei and is involved in the business of vessel chartering. ZELL is a 100% Bumiputera company of Brunei and is registered with Brunei Shell Petroleum (“BSP”).
BACKGROUND
As per our announcement on 8 August 2014, we had through our wholly owned subsidiary, Icon Kayra (L) Inc. (“IKLI”), completed the acquisition of one accommodation work boat known as SK Line 600 (“Vessel”) from Nam Cheong International Ltd. Pursuant to the Proposed JVA, the Vessel will be transferred to IBSB. A memorandum of agreement (“MOA”) between IKLI and IBSB will later be executed to administer the transfer of the Vessel of which the consideration sum is yet to be determined; and
The Proposed JVA will also require IBSB to procure financing from a licensed financial institution to complete the disposal of the Vessel by IKLI (“Vessel Financing”). As per our announcement on 8 August 2014, the proceeds from the disposal will be used to replenish the temporary utilisation of IPO proceeds and channelled to the expansion of our fleet based on the identified four (4) vessels described in the Prospectus.
As per our announcement on the even date, IBSB had also entered into an agreement to charter the Vessel to ZELL, with BSP as the end customer (“Charter Contract”). IBSB will temporarily charter the Vessel from IKLI to service the Charter Contract until the completion of the Proposed JVA. The contract is for a firm period of five (5) years with an option to extend the hire by a further two (2) years.
SALIENT TERMS AND CONDITIONS OF THE PROPOSED JVA Conditions Precedent The completion of the Proposed JVA shall take place on 1 January 2015 or such other date as the Parties may mutually agree and is conditional upon the fulfilment of, inter alia, the following conditions precedent:
Business and Obligation The business of IBSB shall be to invest, acquire, own and lease offshore support vessels. ICON’s Obligations
ZELL’s Obligations
Shareholding of IBSB The Parties shall unconditionally subscribe for such number of ordinary shares of BND1.00 each in IBSB (“IBSB Shares”) and redeemable convertible preference shares (“RCPS”) as may be required (“Share Subscriptions”); whereby IFSB and ZELL will have a 49% and 51% stake in IBSB respectively. IFSB’s investment in IBSB will be financed by internally generated funds.
FINANCIAL EFFECTS
The Proposed JVA together with the maiden Charter Contract and other future contracts in Brunei are expected to contribute positively to the earnings and net assets of ICON for the financial year ending 31 December 2014 and beyond. Other than disclosed above, the Proposed JVA is not expected to have any material effects on our share capital and shareholding structure.
RATIONALE OF THE PROPOSED JVA
The Proposed JVA is in line with our business strategy and enables us to expand our group of companies’ regional operations into a new market, thereby strengthening our position as one of the largest pure-play OSV providers in Southeast Asia in terms of number of vessels.
RISKS ASSOCIATED WITH THE PROPOSED JVA
Barring any unforeseen circumstances, there are no new significant risk factors associated with the Proposed JVA other than those already disclosed in our prospectus dated 30 May 2014 in relation to our initial public offering.
Our Board has and will continue to exercise due care in considering the risks and benefits associated with the Proposed JVA and will take appropriate measures to plan and integrate this joint venture with its current business operations.
We are of the view that the likelihood and impact of these risks are considered to be manageable within an acceptable level.
DIRECTORS RECOMMENDATION Our Board, after having considered the terms of the Proposed JVA, are of the opinion that the Proposed JVA is fair and in the best interest of the Company.
APPROVALS REQUIRED
None required.
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
None of the Directors, major shareholders and/or persons connected to them has any interest, direct or indirect in the Proposed JVA.
DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Term Sheet is available for inspection at the office located at ICON at Level 12A, East Wing, The Icon, No. 1 Jalan 1/68F, Off Jalan Tun Razak, 55000 Kuala Lumpur, Malaysia for a period of three (3) months from this the date of this announcement during normal office hours from Monday to Friday (except for public holidays).
The announcement is dated 15 August 2014. | |
PNEPCB - Change in Audit Committee
| Company Name | PNE PCB BERHAD |
| Stock Name | PNEPCB |
| Date Announced | 20 Aug 2014 |
| Category | Change in Audit Committee |
| Reference No | CC-140820-9691A |
| Date of change | 20/08/2014 |
| Name | Dato' Sri Ahmad Said Bin Hamdan |
| Age | 62 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Chairman of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | B.A. (HONS.)Humanities, Universiti Sains Malaysia Master of Science in Criminology, Indiana State of University, United States of America. |
| Working experience and occupation | He has served the Government in various divisions for 34 years and has extensive experience in the investigation, intelligence, preventions and prosecution. He was promoted to the Director General of Anti-Corruption Agency of Malaysia in 2008 and has been the First Chief Commissioner of Malaysia Anti-Corruption Commission formed in 2009. He currently serve as the Board Deputy Advisor for Koperasi Tanjong Keramat, Kota Kinabalu, Sabah and sits in the Board of few public companies. |
| Directorship of public companies (if any) | AT Systematization Berhad, DGB Asia Berhad and Sanichi Technology Berhad. |
| Family relationship with any director and/or major shareholder of the listed issuer | None |
| Any conflict of interests that he/she has with the listed issuer | None |
| Details of any interest in the securities of the listed issuer or its subsidiaries | None |
| Composition of Audit Committee (Name and Directorate of members after change) | Chairman - Dato' Sri Ahmad Said Bin Hamdan (Independent Non-Executive Director) Member - Mr Roy Winston George (Independent Non-Executive Director) Member - YM Tunku Yan Nazihah Bte Tunku Laksamana Nasir (Independent Non-Executive Director) |
HCK - GENERAL MEETINGS: OUTCOME OF MEETING
| Company Name | HCK CAPITAL GROUP BERHAD |
| Stock Name | HCK |
| Date Announced | 20 Aug 2014 |
| Category | General Meetings |
| Reference No | HC-140820-56086 |
| Type of Meeting | EGM |
| Indicator | Outcome of Meeting |
| Date of Meeting | 20/08/2014 |
| Time | 12:00 PM |
| Venue | Wisma HCK No. 6, Jalan 19/1B, Seksyen 19 46300 Petaling Jaya Selangor Darul Ehsan |
| Outcome of Meeting | We wish to inform that all the resolutions in relation to the Proposed Private Placement as set out in the Notice dated 22 July 2014 were duly passed at the Extraordinary General Meeting of the Company held at Wisma HCK, No. 6, Jalan 19/1B, Seksyen 19, 46000 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 20 August 2014 at 12.00 p.m. |
PERDANA - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
| Company Name | PERDANA PETROLEUM BERHAD |
| Stock Name | PERDANA |
| Date Announced | 20 Aug 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CA-140820-1FBEA |
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 | CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (KIB) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (HDBS) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (RHB INV) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (MAYBAN) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (KAF FM) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (NOMURA) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FUND BOARD (CIMB PRI) CITIGROUP NOMINEES (TEMPATAN) SDN BHD EMPLOYEES PROVIDENT FD BD (TEMPLETON) |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 15/08/2014 | 670,800 | |
| Disposed | 15/08/2014 | 974,500 |
| Remarks : |
| The Form 29B was received by the Company on 20 August 2014. |
KOSSAN - Change in Boardroom
| Company Name | KOSSAN RUBBER INDUSTRIES BERHAD |
| Stock Name | KOSSAN |
| Date Announced | 20 Aug 2014 |
| Category | Change in Boardroom |
| Reference No | KR-140820-63057 |
| Date of change | 20/08/2014 |
| Name | LIM LENG BUNG |
| Age | 51 |
| Nationality | MALAYSIAN |
| Type of change | Appointment |
| Designation | Executive Director |
| Directorate | Executive |
| Qualifications | Secondary level |
| Working experience and occupation | Has more than 30 years experience in technical rubber products. Joined Kossan Rubber Industries Bhd in November 1983 on a trainee in the production shop floor and acquired extensive skills and experience over the years. Was promoted to Production Planning and Control Manager in 1989. Currently in overall charge of Kossan Rubber's technical rubber products department. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | i) Brother of Dato' Lim Kuang Sia ii) Uncle to Lim Siau Tian, Lim Siau Hing and Lim Ooi Chow iii)Major shareholder of Company through his shareholding in Kossan Holdings (M) Sdn Bhd., a substantial shareholder of the Company. |
| Any conflict of interests that he/she has with the listed issuer | None other than the recurrent related party transactions of a revenue or trading nature between the listed group and Kossan Holdings (M) Sdn Bhd already mandated by shareholders. |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Indirect shareholding of 326,512,480 shares (51.06%) |
IRETEX - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD
| Company Name | IRE-TEX CORPORATION BERHAD |
| Stock Name | IRETEX |
| Date Announced | 20 Aug 2014 |
| Category | General Announcement |
| Reference No | CC-140820-59428 |
| Type | Announcement | |||||||||||||||||||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS DURING CLOSED PERIOD | |||||||||||||||||||||||||||||
| Description | Pursuant to Paragraph 14.08 of the Listing Requirements of Bursa Malaysia Securities Berhad, Ire-Tex Corporation Berhad (the "Company") wishes to notify Bursa Malaysia Securities Berhad that the Company has on 20 August 2014 received notification from Mr. See Toh Kean Yaw, a Director of the Company, of his dealing in the Company's securities during a closed period. Details of his transaction are set out in the table below. This announcement is dated 20 August 2014. | |||||||||||||||||||||||||||||
Date of transaction Type of transaction Consideration in RM per Warrant No. of Warrants transacted Direct Indirect No. of Warrants % No. of Warrants % 18.08.14 Open market disposal RM0.155 183,100 0.31 - - 18.08.14 Open market disposal RM0.15 100,000 0.17 - - | ||||||||||||||||||||||||||||||
WZSATU - Changes in Sub. S-hldr's Int. (29B) - Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah
| Company Name | WZ SATU BERHAD |
| Stock Name | WZSATU |
| Date Announced | 20 Aug 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CS-140820-63311 |
Particulars of substantial Securities Holder
| Name | Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah |
| Address | No. 42, Jalan Medang Tanduk Bukit Bandaraya 59100 Kuala Lumpur Wilayah Persekutuan |
| NRIC/Passport No/Company No. | 590610-06-5171 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares at RM0.50 each |
| Name & address of registered holder | Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah No. 42, Jalan Medang Tanduk Bukit Bandaraya 59100 Kuala Lumpur Wilayah Persekutuan |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 20/08/2014 | 109,700 | 2.235 |
WZSATU - Changes in Director's Interest (S135) - Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah
| Company Name | WZ SATU BERHAD |
| Stock Name | WZSATU |
| Date Announced | 20 Aug 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CS-140820-63032 |
Information Compiled By KLSE
Particulars of Director
| Name | Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah |
| Address | No. 42, Jalan Medang Tanduk Bukit Bandaraya 59100 Kuala Lumpur Wilayah Persekutuan |
| Descriptions(Class & nominal value) | Ordinary Shares at RM0.50 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 109,700 | 2.235 |
| Circumstances by reason of which change has occurred | Acquisition (Off market transaction) |
| Nature of interest | Direct |
| Consideration (if any) | RM245,181.00 |
Total no of securities after change | |
| Direct (units) | 52,561,647 |
| Direct (%) | 27.66 |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 20/08/2014 |
TOMYPAK - Changes in Director's Interest (S135) - LIM HUN SWEE
| Company Name | TOMYPAK HOLDINGS BERHAD |
| Stock Name | TOMYPAK |
| Date Announced | 20 Aug 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-140820-64389 |
Information Compiled By KLSE
Particulars of Director
| Name | LIM HUN SWEE |
| Address | 1189 Jalan Mewah, Bandar Putra, 81000 Kulai, Johor. |
| 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) |
Acquired | 20,000 | 1.210 | |
Acquired | 35,000 | 1.220 |
| Circumstances by reason of which change has occurred | Acquisition |
| Nature of interest | Direct |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 13,994,000 |
| Direct (%) | 12.8 |
| Indirect/deemed interest (units) | 0 |
| Indirect/deemed interest (%) | 0 |
| Date of notice | 20/08/2014 |
| Remarks : |
| This announcement also serve as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above acquisition of 55,000 ordinary shares of RM0.50 representing 0.05% of the issued shares of the Company. The percentage is computed based on the total number of shares in issue net of shares bought back by the Company of 109,340,750 ordinary shares of RM0.50 each as at 20 August 2014. |
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