PANSAR - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | PANSAR BERHAD |
| Stock Name | PANSAR |
| Date Announced | 2 Sept 2014 |
| Category | General Announcement |
| Reference No | CC-140902-61724 |
| Type | Announcement | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | PANSAR BERHAD - INVESTMENT IN RESERVOIR LINK SDN BHD ("RSLB") | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. 1. Introduction The Board of Directors of Pansar Berhad ("Pansar" or “the Company”) (“Board”) wishes to announce that Pansar had on 2 September 2014 accepted an offer for the investment in Reservoir Link Sdn Bhd (“RLSB") (“Letter of Offer”) for a total consideration sum of RM12,800,000.00 (“Purchase Consideration”), representing an effective equity interest of 20% in RLSB (“Proposed Acquisition”). 2. 2. Details of the Proposed Acquisition 2.1 Background of the Proposed Acquisition The Proposed Acquisition entails the acquisition of 177,778 new ordinary shares of RM1.00 each (“Shares”) (“Sale Shares”) in RLSB by Pansar, comprising the sale of 88,890 existing Shares by the existing shareholders of RLSB and 88,888 new Shares to be issued and allotted by RLSB, details as follows:-
(Wan Hassan, TCC and Mad Haimi are collectively referred to as the “Offerors”)
The Sale Shares shall rank pari passu with all the existing Shares and free from any encumbrances and any other third (3rd) party rights whatsoever and with all shareholder rights attached to them.
Upon completion of the Proposed Acquisition, Pansar will hold an effective interest of 20% in RLSB and will recognise RLSB as its associated company. 2.2 Background Information on RLSB RLSB is a fully Malaysian owned and operated upstream oil and gas services provider in Malaysia and is principally involved in the provision of perforating solutions and services and ancillary equipment for the oil and gas field services industry. RLSB has via its wholly owned subsidiary, Reservoir Link (Labuan) Ltd, ventured into the oil and gas services industry in Vietnam. RLSB was incorporated in Malaysia on 8 September 2008. The authorised share capital of RLSB is RM1,000,000 consisting of 1,000,000 Shares and its issued and paid-up capital is RM800,000 representing 800,000 Shares. The key financial information of RLSB based on the latest audited accounts for the financial year ended 31 December 2013 is as follows:-
The Offerors, all of whom are Malaysians, are also the directors and shareholders of RLSB. The table below set out the movements in the shareholdings of RLSB before and after the Proposed Acquisition:-
2.3 Background Information on the Offerors a) Wan Hassan, aged 40, is the Chief Executive Officer of RLSB. He has over 17 years’ experience in the oil and gas industry. b) TCC, aged 47, is the Executive Director of RLSB. He has over 25 years’ experience in the oil and gas industry, of which 17 years was with Halliburton Energy Services (M) Sdn Bhd. c) Mad Haimi, aged 37, is the Director (Operations) of RLSB. He has over 14 years' experience in the oil and gas industry and his previous firms included Dimension Bid (M) Sdn Bhd and Halliburton Energy Services (M) Sdn Bhd. 2.4 Basis and justification of arriving at the Purchase Consideration The Purchase Consideration for the Proposed Acquisition was arrived at based on willing buyer willing seller basis after taking into consideration the future earnings potential of RLSB, its potential incremental profit contribution to Pansar and the net asset of RLSB as per its audited financial statements as at 31 December 2013. The Purchase Consideration shall be fully satisfied in cash by utilising the internally generated fund of Pansar. 2.5 Liabilities to be assumed There is no liability, including contingent liabilities and guarantees to be assumed by Pansar, arising from the Proposed Acquisition. 2.6 Salient terms of the Letter of Offer a) Subject to paragraph (b) below, the Offerors undertake to serve RLSB and its subsidiary (“RLSB Group”) as directors or employees for three years from the completion date of the Proposed Acquisition. b) In the event the Offerors sell their shareholdings in RLSB, Pansar shall be given the right to join in the deal and sell its shareholdings at the same terms and conditions as would apply to the Offerors. c) Mr Tai Hee, Managing Director of Pansar, will be appointed as Non-Executive Director of RLSB. d) The completion of the Proposed Acquisition is conditional upon:- i. the approval of the shareholders of RLSB for the issuance of Shares in RLSB to Pansar, ii. the approval of the board of directors of RLSB for the Proposed Acquisition; and iii. the consent of the financiers of RLSB Group and other relevant parties (if applicable) to the changes in the ownership structure and board of directors of RLSB arising from the Proposed Acquisition. 3. 3. Rationale for the Proposed Acquisition The Proposed Acquisition is a strategic move by Pansar to expedite the group's diversification plan into the oil and gas industry by investing in an existing profitable oil-well services provider to immediately benefit from the positive developments and expected growth of the oil and gas industry.
The Proposed Acquisition is also undertaken to enhance the future growth potential of Pansar and also allow Pansar to explore any potential entry into the oil and gas industry via RLSB. 4. 4. Prospects of the Oil and Gas Industry and RLSB 4.1 Prospects of the Oil and Gas Industry in Malaysia Domestic investments are expected to accelerate further in 2013 and 2014. Major domestic investments will be in the oil and gas sector, including exploration and development of oil and gas fields as well as petrochemical projects. In 2013, Petronas has allocated RM50.0 billion for capital expenditure. In 2013, domestic investment activity was boosted by the launch of the Refinery and Petrochemical Integrated Development (“RAPID”) project in Pengerang, Johor under the Economic Transformation Plan. The RAPID project will enable Malaysia to become a major global player in the oil and gas downstream industry as well as create various economic opportunities for the local community. Small businesses have also benefited from the 2013 budget, particularly through Tabung Ekonomi Kumpulan Usaha Niaga which was provided an allocation of RM180.0 million in 2013. (Source: Ministry of Finance Malaysia, Economic Report 2013/2014) 4.2 Prospects of RLSB RLSB is managed by experienced and hands-on executive directors, namely the Offerors, each with minimum 14 years experience in the oil and gas industry. RLSB has been licensed as a Petronas vendor in the category of “Well Perforating Equipment and Services” since 2009 and RLSB has successfully established a track record associated with quality, reliability, technical expertise as well as service excellence in the perforating service industry over the past five (5) years. Such established track record serve as a competitive advantage when bidding for new perforating contracts in the future. In addition, the RLSB Group has also expanded its services to Vietnam to capture opportunities abroad. With the increasing capital expenditure in the oil and gas industry and taking into account the increasing scale of operations undertaken by RLSB Group, the Board believes that the prospects of RLSB is positive. 5. 5. Risk Factor The Directors do not foresee any extraordinary or material risk factors pertaining to the Proposed Acquisition, save for the business/operating risks normally associated with the oil and gas industry. 6. 6. Effects Of The Proposed Acquisition 6.1 Share Capital and substantial shareholders’ shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital of Pansar as well as the substantial shareholders’ shareholdings in Pansar as the Purchase Consideration will be settled wholly in cash and does not involve any issuance of shares. 6.2 Earnings and earnings per share The Proposed Acquisition is expected to contribute positively to Pansar's earnings for the financial year ending 31 March 2015. 6.3 Net assets and Gearing The Proposed Acquisition is not expected to have any material effect on the net assets per share and gearing of Pansar for the financial year ending 31 March 2015. 7. 7. Approvals Required The Proposed Acquisition is not subject to the approval of shareholders of Pansar nor any relevant authorities. 8. 8. Directors and Major Shareholders’ Interest and Persons Connected to Directors and Major Shareholders None of the directors or major shareholders of Pansar nor any persons connected with them has any interest, direct or indirect, in the Proposed Acquisition. 9. 9. Estimated Timeframe for Completion Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the end of September 2014. 11 10. Board of Directors Statement Having considered the rationale and all other aspects of the Proposed Acquisition, the Board of Directors of Pansar is of the opinion that the Proposed Acquisition is in the best interest of Pansar. 11 11. Highest Percentage Ratio Applicable to the Proposed Acquisition The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 8.37%, based on the latest audited financial statements of Pansar for the financial year ended 31 March 2014. 12 12. Documents Available for Inspection The Letter of Offer is available for inspection at Pansar’s registered office at 4th Floor Wisma Pansar 23-27 Jalan Bengkel 96000 Sibu Sarawak from Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement. T This announcement is dated 2 September 2014.
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MAHSING - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board ("EPF")
| Company Name | MAH SING GROUP BERHAD |
| Stock Name | MAHSING |
| Date Announced | 2 Sept 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MS-140902-3B856 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board ("EPF") |
| 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 RM0.50 each |
| Name & address of registered holder | 1. Employees Provident Fund Board 2. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board 3. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (RHB INV) Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 27/08/2014 | 730,600 |
| Remarks : |
| Form 29B received on 2 September 2014. |
JASKITA - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD (Amended Announcement)
| Company Name | JASA KITA BERHAD |
| Stock Name | JASKITA |
| Date Announced | 2 Sept 2014 |
| Category | General Announcement |
| Reference No | CQ-140902-39647 |
| Type | Announcement | ||||||||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||||||||||||
| Description | Director's dealing in Securities Outside Closed Period pursuant to Paragraph 14.09 of the Main Market Listing Requirements | ||||||||||||||||||
The following Director has given notice of his dealing in shares of the Company outside closed period as shown in the table below :
Remarks :This amended announcement is made to reflect the transacted price per share for the disposal of shares by Mr Ong Bing Yap on 27 August 2014 and 28 August 2014 respectively. | |||||||||||||||||||
JASKITA - Changes in Director's Interest (S135) - Ong Bing Yap (Amended Announcement)
| Company Name | JASA KITA BERHAD |
| Stock Name | JASKITA |
| Date Announced | 2 Sept 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CQ-140902-ACEAA |
Information Compiled By KLSE
Particulars of Director
| Name | Ong Bing Yap |
| Address | No. 8, Lorong 16/20A, Section 16, 46350 Petaling Jaya, Selangor Darul Ehsan |
| Descriptions(Class & nominal value) | Ordinary shares of RM0.10 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 200,000 | 0.260 | |
Disposed | 320,000 | 0.265 |
| Circumstances by reason of which change has occurred | Disposal |
| Nature of interest | Direct interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 0 |
| Direct (%) | 0 |
| Indirect/deemed interest (units) | 0 |
| Indirect/deemed interest (%) | 0 |
| Date of notice | 29/08/2014 |
| Remarks : |
| This amended announcement is made to reflect the transacted price per share for the disposal of shares by Mr Ong Bing Yap on 27 August 2014 and 28 August 2014 respectively |
SUPER - GENERAL MEETINGS: NOTICE OF MEETING
| Company Name | SUPER ENTERPRISE HOLDINGS BERHAD |
| Stock Name | SUPER |
| Date Announced | 2 Sept 2014 |
| Category | General Meetings |
| Reference No | CC-140811-31560 |
| Type of Meeting | AGM |
| Indicator | Notice of Meeting |
| Description | SUPER ENTERPRISE HOLDINGS BERHAD - Notice of Twenty-Second Annual General Meeting |
| Date of Meeting | 25/09/2014 |
| Time | 10:00 AM |
| Venue | Rafflesia 1 Room, LG 1 Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur |
| Date of General Meeting Record of Depositors | 18/09/2014 |
SUPER - Final Dividend
| Company Name | SUPER ENTERPRISE HOLDINGS BERHAD |
| Stock Name | SUPER |
| Date Announced | 2 Sept 2014 |
| Category | Entitlements (Notice of Book Closure) |
| Reference No | CC-140811-31832 |
| Remarks : |
| The proposed Final Dividend will be subject to the shareholders' approval at the forthcoming Twenty-Second Annual General Meeting of the Company. |
SPSETIA - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD
| Company Name | S P SETIA BERHAD |
| Stock Name | SPSETIA |
| Date Announced | 2 Sept 2014 |
| Category | General Announcement |
| Reference No | SP-140902-35755 |
| Type | Announcement | ||||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS DURING CLOSED PERIOD | ||||||||||||||
| Description | The following Director has given notice of his dealing in the securities of S P Setia Berhad which is exempted pursuant to Paragraph 14.06(d) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Details are set out in the following table. This announcement is dated 2 September 2014. | ||||||||||||||
* The new shares will be issued and allotted by the Company on 11 September 2014 pursuant to the Dividend Reinvestment Plan. | |||||||||||||||
JERASIA - Annual Report 2014
| Company Name | JERASIA CAPITAL BERHAD |
| Stock Name | JERASIA |
| Date Announced | 2 Sept 2014 |
| Category | Document Receipt |
| Reference No | MS-140902-52710 |
| Annual Report for Financial Year Ended | 31/03/2014 |
| Subject | Annual Report 2014 |
EMICO - GENERAL MEETINGS: NOTICE OF MEETING
| Company Name | EMICO HOLDINGS BERHAD |
| Stock Name | EMICO |
| Date Announced | 2 Sept 2014 |
| Category | General Meetings |
| Reference No | EH-140902-60091 |
| Type of Meeting | AGM |
| Indicator | Notice of Meeting |
| Description | EMICO HOLDINGS BERHAD - NOTICE OF TWENTY-SECOND ANNUAL GENERAL MEETING |
| Date of Meeting | 25/09/2014 |
| Time | 11:00 AM |
| Venue | THE CONFERENCE ROOM OF EMICO, 18 LEBUHRAYA KAMPUNG JAWA, 11900 BAYAN LEPAS,PENANG |
| Date of General Meeting Record of Depositors | 18/09/2014 |
ADVPKG - Notice of Shares Buy Back - Immediate Announcement
| Company Name | ADVANCED PACKAGING TECHNOLOGY (M) BHD |
| Stock Name | ADVPKG |
| Date Announced | 2 Sept 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CC-140902-081C7 |
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