October 1, 2014

Company announcements: DAYA, KHEESAN, PDZ, WZSATU, PRDUREN, BONIA, WCT

DAYA - OTHERS DAYA MATERIALS BERHAD ("DAYA" OR "THE COMPANY") PROPOSED DISPOSAL OF 140,250 ORDINARY SHARES OF RM1.00 EACH (“SALE SHARES”) IN DAYA PROFFSCORP SDN. BHD. (“DPRO”) TO WIRAMAS BAIDURI SDN. BHD. (“PURCHASER”) FOR A TOTAL CASH DISPOSAL CONSIDERATION OF RM2,000,000 (“PROPOSED DISPOSAL”)

Announcement Type: General Announcement
Company NameDAYA MATERIALS BERHAD  
Stock Name DAYA  
Date Announced1 Oct 2014  
CategoryGeneral Announcement
Reference NoCC-141001-E67DA

TypeAnnouncement
SubjectOTHERS
DescriptionDAYA MATERIALS BERHAD ("DAYA" OR "THE COMPANY")
PROPOSED DISPOSAL OF 140,250 ORDINARY SHARES OF RM1.00 EACH (“SALE SHARES”) IN DAYA PROFFSCORP SDN. BHD. (“DPRO”) TO WIRAMAS BAIDURI SDN. BHD. (“PURCHASER”) FOR A TOTAL CASH DISPOSAL CONSIDERATION OF RM2,000,000 (“PROPOSED DISPOSAL”)

Reference is made to DMB’s announcement on 16 June 2014 in respect of the Proposed Disposal.

The Board of Directors of DMB is pleased to announce that the Proposed Disposal is completed today.

This announcement is dated 1 October 2014.



DAYA - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameDAYA MATERIALS BERHAD  
Stock Name DAYA  
Date Announced1 Oct 2014  
CategoryGeneral Announcement
Reference NoML-141001-63452

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionDAYA MATERIALS BERHAD (“DMB” OR “COMPANY”)

(I) PROPOSED ACQUISITION OF “SIEM DAYA 1”
(II) PROPOSED ACQUISITION OF “SIEM DAYA 2”
(III) PROPOSED PLACEMENT
(IV) PROPOSED RIGHTS ISSUE
(V) PROPOSED BONDS ISSUE
(VI) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Reference is made to the announcement on 22 August 2014 in relation to the Proposals (“Announcement”). For consistency, the abbreviations used throughout this announcement are the same as those previously defined in the Announcement.


On behalf of the Board, HLIB wishes to announce that DMB had on 1 October 2014 received an offer letter from Norzain bin Abdul Wahab (“Norzain”) (“Offer”) offering to subscribe for 50,000,000 Placement Shares at RM0.265 per Placement Share, amounting to RM13,250,000 (“Subscription Amount”) (“Proposed Subscription”).

 

The issue price for the Placement Shares of RM0.265 represents a discount of RM0.0227 or 7.89% to the 5-day VWAMP up to and including 30 September 2014 of RM0.2877, being the last trading day of DMB Shares on the Main Market of Bursa Securities prior to the date the Offer.

 

DMB had on 1 October 2014 accepted the Offer (“Acceptance”), subject to the following conditions:

 

  1. the Company obtaining shareholders’ approval in respect of the Proposed Placement and the Proposed Subscription at an extraordinary general meeting to be convened;

     

  2. the Company obtaining Bursa Securities’ approval in respect of the Proposed Placement;

     

  3. the payment of RM1,325,000, being a 10% deposit on the Subscription Amount within 10 market days from the date of the Acceptance, and

     

  4. the Proposed Subscription is in compliance with all relevant laws and regulations.

 

Norzain had on 1 October 2014 confirmed the acceptance to the abovementioned conditions.

 

The placee(s) for the balance of up to 197,204,400 Placement Shares shall be identified at a later stage.

 


This announcement is dated 1 October 2014.



KHEESAN - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):COMBINATION OF NEW ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameKHEE SAN BERHAD  
Stock Name KHEESAN  
Date Announced1 Oct 2014  
CategoryGeneral Announcement
Reference NoMI-141001-64477

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
DescriptionKHEE SAN BERHAD (“KSB” OR THE “COMPANY”)

(I) PROPOSED PRIVATE PLACEMENT; AND

(II) PROPOSED NEW ESOS.

On behalf of the Board of Directors of KSB, KAF Investment Bank Berhad wishes to announce that the Company is proposing to undertake the following:

(I) Propoed Private Placement; and

(II) Proposed New ESOS.

Kindly refer to the attached document for the full announcement.

This announcement is dated 1 October 2014.



PDZ - Reply To Bursa Malaysia Securities Berhad Query Letter Dated 30 September 2014

Announcement Type: General Announcement
Company NamePDZ HOLDINGS BHD  
Stock Name PDZ  
Date Announced1 Oct 2014  
CategoryGeneral Announcement
Reference NoCC-141001-61051

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDNM-140930-68384
SubjectReply To Bursa Malaysia Securities Berhad Query Letter Dated 30 September 2014
DescriptionTermination of Share Acquisition Agreement (SAA) on the proposed acquisition by PDZ of 20% equity interest in Efogen Sdn Bhd comprising 4,000,000 ordinary shares of RM1.00 each from Johany bin Jaafar, for a cash consideration of RM18,000,000 (“Termination”)
Query Letter Contents We refer to your Company's reply to our query dated 30 September 2014 in
respect of the above matter.
In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
1. To provide further explanation on other factor(s) which have been considered
for the valuation of the Company, taking into consideration that the basis of
arriving at the purchase consideration as stated in the announcement dated 14
May 2014 and reply to our query dated 19 May 2014, has taken into consideration
the following:-
a. the ESB group of companies (“ESB Group”)’s audited net assets (“NA”) as at
30 April 2013 of RM26.3 million and unaudited NA as at 28 February 2014 of
RM30.3 million;
b. the ESB’s Group audited profit after taxation and minority interest
(“PATMI”) for financial year ended (“FYE”) 30 April 2013 of RM5.2 million and
unaudited PATMI for 10 month financial period ended (“FPE”) 28 February 2014 of
RM4.0 million;
c. the estimated and forecasted PATMI of the ESB Group for FYE 30 April 2014
and FYE 30 April 2015 of RM5.1 million and RM11.7 million respectively (which
has been reviewed by KPMG vide its letter dated 24 February 2014); and
d. the Vendor’s warranty and guarantee of the ESB Group’s PATMI for FYE 30
April 2015 of at least RM11.74 million
Please furnish Bursa Securities with your reply via an announcement within one
(1) market day from the date hereof.

Yours faithfully



SUZALINA HARUN
Senior Vice President, Issuers
Listing Division
Regulation
SUZ/NM
copy to:- General Manager & Head, Market Surveillance Department, Market
Oversight Division, Securities Commission (via fax)

We refer to the letter from Bursa Malaysia Securities Berhad dated 30 September 2014.

The Company wishes to clarify the following:

The initial estimated and forecasted Profit after Taxation and Minority Interest ("PATMI") of the ESB Group for FYE 30 April 2014 and FYE 30 April 2015 of RM5.1 million and RM11.7 million respectively by KPMG was based on the assumption that the EAB Group of Companies ("ESB Group") undertakes the acquisition of two (2) new 5,000 bhp vessels in FYE 30 April 2015 and another two (2) new 5,000 bhp vessels in FYE 30 April 2016 as well as the signing of one (1) new external ship management contract with monthly revenue of RM30,000.00 onwards. However, given the recent changes in the Offshore Support Vessel’s market dynamics (in both the availability of vessels and ability of ESB Group to procure funding for the acquisition of the vessels), ESB’s Group ability to procure the vessels within the timeframe outlined in KPMG’s report is in question.

Subsequent to the above, the Company is of the view that the adjusted ESB Group PATMI forecast for FYE 30 April 2015 till 30 April 2017 without taking into consideration the assumption that the ESB Group undertakes the acquisition of four (4) new vessels as well as the signing of one (1) new external ship management contract should be used as the basis for the calculation of ESB Group enterprise value.

Despite the extension of time, the company has been unable to agree on the valuation and the methodology for arriving at the ESB Group’s enterprise value of RM90,000,000.00 which remains one of the condition precedents to the completion of the SAA. In this regard, the Company is of the view that in the best interest of the Company, the SAA be terminated and that the Company continues its effort to search for other assets in the oil & gas industry.



WZSATU - Changes in Sub. S-hldr's Int. (29B) - Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced1 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-141001-65298

Particulars of substantial Securities Holder

NameTengku Dato' Uzir Bin Tengku Dato' Ubaidillah
AddressNo. 42, Jalan Medang Tanduk
Bukit Bandaraya
59100 Kuala Lumpur
Wilayah Persekutuan
NRIC/Passport No/Company No.590610-06-5171
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderTengku 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 transactionDate of change
No of securities
Price Transacted (RM)
Acquired01/10/2014
273,100
2.418 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units)53,316,747 
Direct (%)28.06 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change53,316,747
Date of notice01/10/2014


PRDUREN - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NamePERDUREN (M) BERHAD  
Stock Name PRDUREN  
Date Announced1 Oct 2014  
CategoryChange in Audit Committee
Reference NoPP-141001-41599

Date of change01/10/2014
NameLoh Chen Yook
Age59
NationalityMalaysian
Type of changeAppointment
DesignationMember of Audit Committee
DirectorateNon Independent & Non Executive
QualificationsMalaysia Certificate Education (MCE) 
Working experience and occupation Mr Loh has over 27 years of experience in the property development, infra-structure, building construction as well as timber logging business. Currently, he is also the Chairman of Karyon Industries Berhad. 
Directorship of public companies (if any)Karyon Industries Berhad 
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 
Composition of Audit Committee (Name and Directorate of members after change)1) Mr Leow Hoi Loong @ Liow Hoi Loong (Chairman, Independent Non-Executive Director)
2) Mr Teo Chee Kok (Member, Independent Non-Executive Director)
3) Mr Loh Chen Yook (Member, Non-Independent Non-Executive Director)

Remarks :
Concurrently, Mr Loh Chen Yook has been appointed a member of the Nominating Committee of the Company on 1 October 2014.


PRDUREN - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NamePERDUREN (M) BERHAD  
Stock Name PRDUREN  
Date Announced1 Oct 2014  
CategoryChange in Audit Committee
Reference NoPP-141001-37067

Date of change01/10/2014
NameLeow Hoi Loong @ Liow Hoi Loong
Age60
NationalityMalaysian
Type of changeAppointment
DesignationChairman of Audit Committee
DirectorateIndependent & Non Executive
QualificationsFellow member of The Chartered Association of Certified Accountants, United Kingdom 
Working experience and occupation Mr Leow started his career with American International Assurance Co Ltd as Marketing Executive in the marketing of financial services from 1977 to 1979. He joined Pacific Bank Bhd as Regional Credit Officer and was made the Accountant at the Bank’s Head Office from 1979 to 1982. He then joined the Low Yat Group of Companies and AP Land Bhd (“the Group”) as Group Financial Controller and Company Secretary from 1982 to 1988. The Group was involved in property development investment, hotel chain and shopping and commercial complex management. He was a Corporate and Institutional Dealer with TA Securities Berhad, one of the largest stockbroking firms with the Kuala Lumpur Stock Exchange from 1988 to 2002.

Presently, he still holds a dealer’s representative licence from M&A Securities Berhad. He is also a shareholder and director of other private companies involved in property investment, retailing business and industrial property development in China. 
Directorship of public companies (if any)Hiap Teck Venture Berhad 
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 
Composition of Audit Committee (Name and Directorate of members after change)1) Mr Leow Hoi Loong @ Liow Hoi Loong (Chairman, Independent Non-Executive Director)
2) Mr Teo Chee Kok (Member, Independent Non-Executive Director)
3) Mr Loh Chen Yook (Member, Non-Independent Non-Executive Director)

Remarks :
Concurrently, Mr Leow Hoi Loong @ Liow Hoi Loong has been appointed member of the Nominating Committee and Remuneration Committee of the Company on 1 October 2014.


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

Announcement Type: General Announcement
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced1 Oct 2014  
CategoryGeneral Announcement
Reference NoBC-141001-E62AE

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionBONIA CORPORATION BERHAD
Dealings by Principal Officers

Pursuant to Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Bonia Corporation Berhad (the “Company") wishes to announce that the Company has received notifications dated 1 October 2014 from the following principal officers of the Company, in relation to their dealing in the Company's securities as outlined below:

Principal Officer

Type of transaction

Nature of interest

Date of change

No. of securities acquired

Percentage of securities acquired

Price Transacted per share (RM)

Total no. of securities after change

Chiang Heng Pang

Acquisition of shares on- market

Direct interest

26/09/2014

150,000

0.0186%

1.137

4,001,600

Chew Siew Moy

Acquisition of shares by her spouse on- market

Indirect interest

26/09/2014

150,000

0.0186%

1.137

4,001,600

This announcement is dated 1 October 2014.



WCT - Changes in Sub. S-hldr's Int. (29B) - Kumpulan Wang Persaraan (DiPerbadankan)

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 Announced1 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-141001-A5D25

Particulars of substantial Securities Holder

NameKumpulan Wang Persaraan (DiPerbadankan)
AddressAras 4,5 & 6, Menara Yayasan Tun Razak, 200, Jalan Bukit Bintang, 55100 Kuala Lumpur
NRIC/Passport No/Company No.KWAPACT6622007
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderKumpulan Wang Persaraan (DiPerbadankan) (63,448,590 Shares)
Fund Managers (7,283,815 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired24/09/2014
179,000
 
Acquired25/09/2014
5,800
 

Circumstances by reason of which change has occurredAcquisition of Shares
Nature of interestDirect
Direct (units)70,732,405 
Direct (%)6.54 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change70,732,405
Date of notice01/10/2014

Remarks :
Form 29B dated 29 September 2014 was received on 1 October 2014.


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 Announced1 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-141001-77C5B

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 (88,011,710 Shares)
Employees Provident Fund Board (1,722,125 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(HDBS)(6,958,995 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (KAF FM) (2,289,500 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) (6,364,650 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)
Acquired26/09/2014
16,100
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)114,263,980 
Direct (%)10.57 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change114,263,980
Date of notice01/10/2014

Remarks :
Form 29B dated 29 September 2014 was received on 1 October 2014.


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