KTB - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
| Company Name | KONSORTIUM TRANSNASIONAL BERHAD |
| Stock Name | KTB |
| Date Announced | 3 Sept 2014 |
| Category | General Announcement |
| Reference No | KT-140820-31831 |
| Type | Announcement | ||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS | ||||||||||||||||
| Description | Konsortium Transnasional Berhad (KTB" or "Company") - Disposal of Property by Kenderaan Klang Banting Berhad (Company No.: 6415-H) | ||||||||||||||||
Introduction The Board of Directors of Konsortium Transnasional Berhad ("KTB" or "Company") wish to announce that its wholly-owned subsidiary, Kenderaan Klang Banting Berhad ("KKBB") had on 3 September 2014 entered into a Sale and Purchase Agreement ("SPA") with MHSB Development Sdn Bhd ("Purchaser") for the disposal of a property (more particularly described below) for a total cash consideration of Ringgit Malaysia Two Million Five Hundred Thousand (RM2,500,000.00) only ("Disposal") which is a related party transaction. Details on the Disposal & Salient Terms of the SPA Under the terms and conditions of the SPA, KKBB will dispose of the property which is an industrial land together with three (3) open-sided workshops and single storey office building with a postal address of Lot 1103, Jalan Gangsa, Kawasan Perindustrian Banting, 42700 Banting, Selangor Darul Ehsan measuring approximately 5,599 square metres ("Property") held under PN 11224, Lot 1103, Seksyen 3, Bandar Banting, Daerah Kuala Langat, Negeri Selangor to the Purchaser for a total cash consideration of RM2,500,000.00. The total cash consideration of RM2,500,000.00 under the SPA shall be paid in the following manner:- (a) a 10% deposit of RM250,000.00 upon execution of the SPA; and (b) the balance sum amounting to RM2,250,000.00 within three (3) months from the date of which the original letter of consent to transfer the Property issued by the relevant authority has been received by the Purchaser's solicitors ("Completion Date"), failing which KKBB shall automatically grant to the Purchaser an extension of one (1) month to pay the balance sum. In consideration of such extension, the Purchaser shall pay to KKBB interest at the rate of 8.0% per annum on the balance sum calculated daily from the expiry of the last day of the Completion Date. The total cash consideration for the Disposal was arrived on a willing buyer willing seller basis after taking into consideration the valuation by an independent valuer. The market value of the Property is RM2,500,000.00 as appraised by Messrs. D. Henry Valuers Realtors, a registered independent valuer on 9 April 2014. The comparison method was applied for the said valuation. The details of the original cost of investment and the audited net book value ("NBV") of the Property are as follows:-
Based on the original cost of investment and NBV of the Property as at 31 December 2013, there would be an estimated gain of RM2.4 million arising from the Disposal. The Disposal is expected to be completed within six (6) months from the date of the SPA. The Timeframe for Full Utilisation of the Proceed from the Disposal The estimated timeframe for the full utilisation of the proceed arising from the Disposal is four (4) months. Brief Description of the Property The Property is owned by KKBB and it is a parcel of industrial land which is currently being used as a workshop by KKBB. The Property is a leasehold land with a building and structures comprising of 3 open-sided workshops and a single storey office building. The leasehold of the Property is for a term of 60 years, expiring on 31 October 2049. The unexpired term is about 35 years. The postal address of the Property is Lot 1103, Jalan Gangsa, Kawasan Perindustrian Banting, 42700 Banting, Selangor Darul Ehsan. It is situated within Kawasan Perindustrian Banting on the south-eastern side of Jalan Gangsa. It is located about 1.5 kilometres south-west of the Banting town centre. The Property is trapezoidal in shape and has a land area of 5,599 square metres. The single storey office building was constructed basically of reinforced concrete framework with concrete floor, plastered brickwalls and metal roofing sheets. It has a gross floor area of about 120.90 square metres. Workshop no.1 and no. 2 are open-sided structures annexed to the office building. They were constructed basically of steel framework with reinforced concrete floor and covered with metal roofing sheets. The gross floor area of workshop 1 and workshop 2 is about 58.06 square metres and 267.58 square metres respectively. Workshop no. 3 is located at the south-eastern corner of the Property. It is constructed basically of steel framework with reinforced concrete floor and covered with metal roofing sheets. The gross floor area of this building is about 302.06 square metres. The Property was acquired by KKBB on 1 November 1989 and the approximate age of the Property is 25 years. The Property is free from encumbrances and the Property is currently used by KKBB as a workshop. There are no liabilities to be assumed by the Purchaser arising from the Disposal as the Purchaser is purchasing the Property free from all encumbrances with vacant possession and subject to the existing conditions of the title of the Property. Brief Information on KKBB KKBB was incorporated on 28 Decembr 1965 with an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each of which 7,600,250 ordinary shares of RM1.00 each have been issued and fully paid-up. Currently KKBB is a wholly-owned subsidiary of KTB and the principal activity of KKBB is providing the service of public bus transportation. Brief Information on the Purchaser MHSB Development Sdn Bhd was incorporated on 13 November 1992 with an authorised share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each of which 4,000,002 ordinary shares of RM1.00 each have been issued and fully paid-up. Currently MHSB Development Sdn Bhd is a wholly-owned subsidiary of Nadicorp Holdings Sdn Bhd and its principal activity is property development. Rationale for the Disposal The Disposal will enable KKBB to utilize the proceed for working capital purposes and the estimated timeframe for full utilisation of the proceed from the Disposal is four (4) months. The workshop operations on the Property will be ceased as KKBB has appointed an independent contractor to provide the service of repair and maintenance for its fleet of buses. Financial Effect on the Disposal a. Share Capital and Substantial Shareholders' Shareholdings The Disposal will not have any material effect on the issued and paid-up capital and substantial shareholders' shareholdings in the Company. b. Net Assets per Share and Gearing The Disposal will not have any material effect on the net assets per share and gearing of the Company for the financial year ending 31 December 2014. c. Earning per Share The proforma effect of the Disposal on the earning per share of the Company based on the audited financial statements as at 31 December 2013 are as follows:-
Conditions of the Disposal The Disposal is not subject to the approval from the shareholders but since the Property is subject to a restriction-in-interest, the consent of Pihak Berkuasa Negeri has to be obtained for the transfer of the Property. Highest Percentage Ratio The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 1.9%. Similar Transaction with the Same Related Party in the past 12 month KKBB had on 25 July 2014 entered into a Sale and Purchase Agreement for the disposal of a three storey shop-office to the Purchaser for a total consideration of Ringgit Malaysia Seven Hundred Thousand only (RM700,000.00). The highest percentage ratio for the said disposal pursuant to paragraph 10.02(g) of the Listing Requirements is 0.3%. Save for the abovementioned disposal, there has been no other similar property transaction entered between KTB and its Group of companies with the Purchaser during the twelve (12) months preceding the date of this announcement. Directors and Substantial Shareholders' Interests YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of Nadicorp Holdings Sdn Bhd ("NHSB") and also the Chairman and Managing Director of KTB and Director of Kumpulan Kenderaan Malaysia Berhad ("KKMB"). KKMB is a wholly-owned subsidiary of NHSB and is the major shareholder of KTB with an 48.47% equity stakes as at 30 June 2014. NHSB is also a substantial shareholde of KTB with 9.14% equity stakes as t 30 June 2014. NHSB is a wholly-owned subsidiary of Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100% equity in NHSB via his shareholding in NCSB. YM Tengku Mohd Hasmadi Tengku Hashim is the Executive Director of KTB. He is a person connected to YBhg Tan Sri Mohd Nadzmi Mohd Salleh by virtue of him being a person who is accustomed to act in accordance with the directions and instructions of YBhg Tan Sri Mohd Nadzmi Mohd Salleh. YBhg Tan Sri Mohd Nadzmi Mohd Salleh and YM Tengku Mohd Hasmadi Tengku Hashim are deemed interested in the Disposal and have abstained and will continue to abstain from all deliberations and voting in relation to the Disposal. Statement by the Audit Committee The Audit Committee of the Company, having considered all aspect of the Disposal, is of the opinion that the Disposal is under normal commercial terms and conditions not more favourable than those generally available to other eligible public. Based on the aforesaid basis, the Audit Committee of the Company is of the view that the Disposal is in the best interest of the Company, is fair, reasonable and on normal commercial terms and is not detrimental to the interest of the minority shareholders of the Company. Statement by the Board of Directors The Directors of the Company (excuding the interested directors) are of the opinion that the Disposal is fair and reasonable and is in the best interest of the Company and that the consideration for the Disposal was arrived on a willing buyer willing seller basis after taking into account the market value of the Property. Documents Available for Inspection A copy of the SPA dated 3 September 2014 and the valuation report prepared by Messrs. D. Henry Valuers Realtors are available for inspection at the registered office of the Company at No. 38, Jalan Chow Kit, 50350 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 3 September 2014. | |||||||||||||||||
TAANN - Changes in Director's Interest (S135) - Datuk Amar Abdul Hamed Bin Haji Sepawi
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CM-140903-4A322 |
Information Compiled By KLSE
Particulars of Director
| Name | Datuk Amar Abdul Hamed Bin Haji Sepawi |
| Address | 9, Luak Bay, 98000 Miri, Sarawak. |
| 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 | 25,000 | 4.000 | |
Acquired | 5,000 | 3.980 | |
Acquired | 6,400 | 3.970 | |
Acquired | 6,200 | 3.960 | |
Acquired | 2,000 | 3.950 | |
Acquired | 7,300 | 3.940 | |
Acquired | 4,000 | 3.930 |
| Circumstances by reason of which change has occurred | Deemed interested by virtue of his substantial shareholdings in Mountex Satu Sdn. Bhd. |
| Nature of interest | Indirect interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | 4,124,479 |
| Indirect/deemed interest (%) | 1.1131 |
| Date of notice | 03/09/2014 |
| Remarks : |
| This announcement also serves as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above acquisition represents 0.0150% of the issued ordinary shares of the Company. |
TAANN - Changes in Director's Interest (S135) - Dato Wong Kuo Hea
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CM-140903-59065 |
Information Compiled By KLSE
Particulars of Director
| Name | Dato Wong Kuo Hea |
| Address | T Park, Block H3-2, Lorong Sena 2, 96000 Sibu, Sarawak. |
| 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 | 2,600 | 3.950 | |
Acquired | 9,900 | 3.940 | |
Acquired | 15,200 | 3.930 |
| Circumstances by reason of which change has occurred | Disposal of shares by his son, Wong Siik Onn |
| Nature of interest | Direct and Deemed Interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 8,811,553 |
| Direct (%) | 2.378 |
| Indirect/deemed interest (units) | 2,591,500 |
| Indirect/deemed interest (%) | 0.6993 |
| Date of notice | 03/09/2014 |
| Remarks : |
| Deemed interest in shares held by Datin Tiong Sie Hin @ Tiong Sie Hee, spouse of Dato Wong Kuo Hea - 1,745,000 ordinary shares Deemed interest in shares held by Wong Siik Onn, son of Dato Wong Kuo Hea - 396,500 ordinary shares Deemed interest in shares held by Wong Pei Nien, daughter of Dato Wong Kuo Hea - 238,000 ordinary shares Deemed interest in shares held by Wong Siew Ee, daughter of Dato Wong Kuo Hea - 239,000 ordinary shares This announcement also serves as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above disposal represents 0.0074% of the issued ordinary shares of the Company. |
TAANN - Changes in Director's Interest (S135) - Dato Wong Kuo Hea
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CM-140903-4A318 |
Information Compiled By KLSE
Particulars of Director
| Name | Dato Wong Kuo Hea |
| Address | T Park, Block H3-2, Lorong Sena 2, 96000 Sibu, Sarawak. |
| 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 | 25,000 | 4.000 | |
Acquired | 5,000 | 3.980 | |
Acquired | 6,400 | 3.970 | |
Acquired | 6,200 | 3.960 | |
Acquired | 2,000 | 3.950 | |
Acquired | 7,300 | 3.940 | |
Acquired | 4,000 | 3.930 |
| Circumstances by reason of which change has occurred | Deemed interested by virtue of his and his spouse's substantial shareholdings in Mountex Satu Sdn. Bhd. |
| Nature of interest | Indirect interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | 4,124,479 |
| Indirect/deemed interest (%) | 1.1131 |
| Date of notice | 03/09/2014 |
| Remarks : |
| This announcement also serves as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above acquisition represents 0.0150% of the issued ordinary shares of the Company. |
TAANN - Changes in Sub. S-hldr's Int. (29B) - Upaya Rajang Sdn. Bhd.
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-140903-4A314 |
Particulars of substantial Securities Holder
| Name | Upaya Rajang Sdn. Bhd. |
| Address | No. 12, Jalan Kai Peng, 96000 Sibu, Sarawak. |
| NRIC/Passport No/Company No. | 129988-X |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Mountex Satu Sdn. Bhd. No. 6, Jalan Rawang, 96000 Sibu, Sarawak. |
Details of changes
Currency: Malaysian Ringgit (MYR)
TAANN - Changes in Sub. S-hldr's Int. (29B) - Dato Wong Kuo Hea
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-140903-4A317 |
Particulars of substantial Securities Holder
| Name | Dato Wong Kuo Hea |
| Address | T Park, Block H3-2, Lorong Sena 2, 96000 Sibu, Sarawak. |
| NRIC/Passport No/Company No. | 511117-13-5553 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Mountex Satu Sdn. Bhd. No. 6, Jalan Rawang, 96000 Sibu, Sarawak. |
Details of changes
Currency: Malaysian Ringgit (MYR)
TAANN - Changes in Sub. S-hldr's Int. (29B) - Datuk Amar Abdul Hamed Bin Haji Sepawi
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-140903-4A316 |
Particulars of substantial Securities Holder
| Name | Datuk Amar Abdul Hamed Bin Haji Sepawi |
| Address | 9, Luak Bay, 98000 Miri, Sarawak. |
| NRIC/Passport No/Company No. | 490531-13-5129 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Mountex Satu Sdn. Bhd. No. 6, Jalan Rawang, 96000 Sibu, Sarawak. |
Details of changes
Currency: Malaysian Ringgit (MYR)
TAANN - Changes in Sub. S-hldr's Int. (29B) - Datuk Wahab Bin Hj Dolah
| Company Name | TA ANN HOLDINGS BERHAD |
| Stock Name | TAANN |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CM-140903-4A301 |
Particulars of substantial Securities Holder
| Name | Datuk Wahab Bin Hj Dolah |
| Address | No. 44, Rodway Road, 93000 Kuching, Sarawak. |
| NRIC/Passport No/Company No. | 501115-13-5171 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Mountex Satu Sdn. Bhd. No. 6, Jalan Rawang, 96000 Sibu, Sarawak. |
Details of changes
Currency: Malaysian Ringgit (MYR)
AIRPORT - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad - Skim Amanah Saham Bumiputera
| Company Name | MALAYSIA AIRPORTS HOLDINGS BERHAD |
| Stock Name | AIRPORT |
| Date Announced | 3 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MA-140903-5893D |
Particulars of substantial Securities Holder
| Name | AmanahRaya Trustees Berhad - Skim Amanah Saham Bumiputera |
| Address | Tingkat 4, Balai PNB 201-A, Jalan Tun Razak 50400 Kuala Lumpur |
| NRIC/Passport No/Company No. | 766894-T |
| Nationality/Country of incorporation | Incorporated in Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | AmanahRaya Trustees Berhad - Skim Amanah Saham Bumiputera Tingkat 4, Balai PNB 201-A, Jalan Tun Razak 50400 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 28/08/2014 | 40,200 | |
| Acquired | 29/09/2014 | 102,000 |
| Remarks : |
| The announcement is based on the Forms 29B dated 28 August 2014 and 29 August 2014 which were received on 3 September 2014. |
KMLOONG - Notice of Shares Buy Back - Immediate Announcement
| Company Name | KIM LOONG RESOURCES BERHAD |
| Stock Name | KMLOONG |
| Date Announced | 3 Sept 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CC-140903-19923 |
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