October 28, 2014

Company announcements: IRIS, SERSOL, CIMBA40, CIMBC50, BSTEAD, BPLANT, KPJ, TAKAFUL, BDB, TIGER

IRIS - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameIRIS CORPORATION BERHAD (ACE Market) 
Stock Name IRIS  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoIC-141028-45267

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionEXECUTION OF SHARE SALE AGREEMENT BETWEEN IRIS LAND SDN. BHD. A SUBSIDIARY OF IRIS CORPORATION BERHAD AND UK INVESTMENT HOLDINGS LIMITED FOR A FURTHER 3,333,345 ORDINARY SHARES IN PALAU PELELIU RESORTS LIMITED FOR A PURCHASE CONSIDERATION OF USD5,000.000 ON 24TH OCTOBER, 2014.

EXECUTION OF SHARE SALE AGREEMENT BETWEEN IRIS LAND SDN. BHD. A SUBSIDIARY OF IRIS CORPORATION BERHAD AND UK INVESTMENT HOLDINGS LIMITED FOR A FURTHER 3,333,345 ORDINARY SHARES IN PALAU PELELIU RESORTS LIMITED FOR A PURCHASE CONSIDERATION OF USD5,000.000 ON 24TH OCTOBER, 2014.

 

1. INTRODUCTION

This announcement is pursuant to Section 10.05 (2) of the ACE Listing Requirements.

The Company refers to the prior announcement dated 15th February, 2014 on the acquisition of shares in Palau Peleiu Resorts Limited (“PPRL”).

The Board of Directors of IRIS Corporation Berhad (“the Company") is pleased to announce that its subsidiary IRIS Land Sdn. Bhd. ( “ILSB”) had on 24th October, 2014 entered into a Share Sale Agreement (“SSA”) with UK Investment Holdings Limited (“UKIHL”) for the acquisition of a further 3,333,345 ordinary shares representing 50% of the total issued and allotted shares in Palau Peleliu Resorts Limited (“PPRL”) a private limited company of UKIHL incorporated in the Cayman Island at a price of USD1.50 per share for a total purchase consideration of United States Dollars Five Million (USD5,000,000), equivalent to RM 16,386,000 at the rate of (USD1: RM3.2772). (“This Acquisition”)

With the execution of the prior Share Sale Agreement dated 15th February 2014 for 2,000,007 ordinary shares representing 30% of the issued and allotted shares in PPRL (“Prior Acquisition”) and This Acquisition, ILSB will own 80% of the issued and allotted shares in PPRL hence rendering PPRL a subsidiary of the Company on the date of Completion.

 

2. SALIENT TERMS OF THE SSA

 After the Prior Acquisition, UKIHL is currently the legal and beneficial owner of 70% of the shares of PPRL totalling 4,666,683 ordinary shares and ILSB owning 2,000,007 ordinary shares representing 30% of the issued and allotted shares in PPRL. The share capital of PPRL after the assignment of Lease A and Lease B under the Assignment of Lease Agreement into PPRL is USD6,666,690 (US Dollars Six Million Six Hundred Sixty Six Thousand Six Hundred Ninety)only.

 UKIHL is now desirous of selling a further 3,333,345 ordinary shares belonging to it which represents fifty percent 50% of the issued and allotted shares in PPRL at the price of USD1.50 per share subject to the terms and conditions of this Agreement. ILSB shall, after Completion  (upon Purchase Price being paid in full), own 80% of the issued and allotted shares of PPRL totalling 5,333,352 ordinary shares hence rendering it to be the major shareholder and a subsidiary of the Company upon Completion.

 The Purchase Consideration for the sale and purchase of the Sale Shares shall be the sum of the USD5,000,000 (US Dollars Five Million) only payable in the follow tranches:-

(i) the Deposit of 5% equivalent to USD250,000 to be paid to the Vendor (UKIHL) upon the execution of this Agreement ;

(ii). the sum of USD750,000 (US Dollars Seven Hundred Fifty Thousand) only shall be paid to the Vendor six (6) months from the date of execution of this Agreement hereof;

(iii) the sum of USD1,000,000 (US One Million) only shall be paid to the Vendor Twelve (12) months from the date of execution of this Agreement hereof;

(iv). the sum of USD3,000,000 (US Three Million) only shall be paid to the Vendor Twenty Four (24) months from the date of execution of this Agreement hereof;

 Parties agree that in consideration of UKIHL providing its best efforts to assist ILSB in the Business (construction and development of villas) and its obligations under the SSA hereto, ILSB agrees to pay five percent (5%) of any sale secured for the villas constructed by ILSB within  three (3) years from the execution of the Agreement. UKIHL agrees that in the event ILSB is not able to secure the sale of any Business within the term of three (3) years, nothing shall be deemed owing or accrued to UKIHL from ILSB for any reason whatsoever.

3. FINANCIAL EFFECTS OF THE ACQUISITION

 This Acquisition will not have any material effect on the Company’s earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings for the financial year ending on 31st March 2015. 

4. SOURCE OF FUNDS

The acquisition of the Sale Shares will be financed through internally generated funds and bank borrowings and the breakdown of source of funds have yet to be determined.

5. APPROVAL REQUIRED

 This Acquisition is not subject to the approval of the shareholders of the Company or any relevant government authorities.

6.  RATIONALE OF THE AGREEMENT

 This Acquisition is to enable the Company to have greater control and supervision over the development project to be implemented in Palau and to contribute positively to the financial results of the ICB Group in the long run.

7.  RISK FACTORS

 The investment in the construction and development of villas for resort living in Palau  is subject to various risk inherent in the construction industry itself especially in the Micronesian Islands nevertheless, the Board  will continue to exercise due care in considering the risks and benefits associated with this venture and will take appropriate measures in planning its successful implementation.

8. DIRECTORS AND MAJOR SHARE HOLDERS INTERESTS

 None of the directors, major shareholders, persons connected with the directors or major shareholders of the Company or any of its subsidiaries have any interest, direct or indirect, in the acquisition of the Sale Shares.

9. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES

  This Acquisition has not departed from the Securities Commission’s Policies and Guidelines on Issue/Offer of Securities.

9. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to This Acquisition pursuant to Rule 10.02 (g) of the ACE Market Listing Requirements is 2.98%.

 10 . DOCUMENT FOR INSPECTION

  The Share Sale Agreement shall be available for inspection at the registered office of ICB during office hours at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur for q period of three (3) months from the date of this announcement.

 

This announcement is dated 28th October, 2014.



SERSOL - WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR

Announcement Type: General Announcement
Company NameSERSOL BERHAD (ACE Market) 
Stock Name SERSOL  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoCC-141027-65473

TypeAnnouncement
SubjectWINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
DescriptionWinding up Petition by Multi Square Sdn Bhd, a wholly-owned subsidiary of Sersol Berhad against E W Plastic Sdn Bhd (KL High Cout Petition No. 28NCC-766-10/2014) and Civil Suit against its guarantor, Mr Lee Chee Meng (KL High Court Suit No. 22NCC-357-09/2014)

 

The Board of Directors of Sersol Berhad ("SB" or "the Company") wishes to announce that the Company's wholly-owned subsidiary, Multi Square Sdn Bhd ("MSSB"), had by its solicitors Messrs Ringo Low and Associates served a statutory demand dated 26 August 2014 on E W Plastic Sdn Bhd (“the Respondent”). The amount claimed is RM1,973,149.36 due and owing by the Respondent to MSSB for goods supplied and delivered, which was outstanding since November 2013.

 
Details of Circumstances

The details of circumstances leading to the above are as follows :

1) MSSB which carries out the business of manufacturing and selling paints has been supplying paint to the Respondent based on agreed credit terms. Mr Lee Chee Meng, a director of the Respondent, also stood as a guarantor for the Respondent in respect of the credit sales granted by MSSB pursuant to a Letter of Guarantee dated 9 May 2012.

 

2) The Respondent has from time to time made payment towards account leaving the balance sum of RM1,973,149.36 due and owing as at 7 August 2014.

 

Financial and Operational Impact

In the event that MSSB is unable to recover the amount claimed of RM1,973,149.36 from the Respondent, MSSB and/or the Company will make the necessary provision as doubtful debts should the recoverability of the debt is not foreseeable.

 

Operational impact and other damage arising from the legal actions leading to the Company's loss of revenue, weaker financial standing, weaker cashflow, incurred finance interest and other consequential losses, cannot be ascertained at this juncture. The impact and damage to the Company will be dependent on sequential actions, if any, taken by the Company. 


Other than the legal costs, interests and the non-recoverability of the amount claimed of RM1,973,149.36 which is due and payable by the Respondent to MSSB, the Company does not expect to suffer any further losses.

 

As mentioned above, other losses to the Company, including consequential losses, cannot be ascertained now.

 

However, the Company wishes to inform that the Company will make the necessary provision in the accounts of the Company should the recoverability of the debts is not foreseeable.

 

Steps taken and proposed to be taken by MSSB

The Petition having been presented to the Court on 10 October 2014. The hearing is fixed on 5 December 2014 at 9.00 a.m.

 

SB will announce any material development arising from the above proceedings at the appropriate time.

 

Directors’ Statement

The Board of Directors of SB is of the opinion that the statutory demand is in the best interest of the Company.

 

This announcement is dated 28 October 2014.



CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE ASEAN 40 MALAYSIA  
Stock Name CIMBA40  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoOB-141028-B0427

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE ASEAN 40 Malaysia
Date: 28-Oct-2014
IOPV per unit (RM): 1.7029
Units in circulation (units): 1,350,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10,900.34



CIMBC50 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE CHINA 50  
Stock Name CIMBC50  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoOB-141028-B0415

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE China 50
Date: 28-Oct-2014
IOPV per unit (RM): 1.0361
Units in circulation (units): 9,750,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 16,819.44



BSTEAD - Changes in Sub. S-hldr's Int. (29B) - Lembaga Tabung Angkatan Tentera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBOUSTEAD HOLDINGS BERHAD  
Stock Name BSTEAD  
Date Announced28 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBH-141028-8A103

Particulars of substantial Securities Holder

NameLembaga Tabung Angkatan Tentera
AddressTingkat 10-12, Bangunan LTAT
Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.ACT1011973
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderTingkat 12, Bangunan LTAT
Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired21/10/2014
10,000
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units) 
Direct (%)57.91 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change598,893,409
Date of notice27/10/2014

Remarks :
This Form 29B was received on 28 October 2014.


BPLANT - Changes in Sub. S-hldr's Int. (29B) - Lembaga Tabung Angkatan Tentera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBOUSTEAD PLANTATIONS BERHAD  
Stock Name BPLANT  
Date Announced28 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBP-141028-33309

Particulars of substantial Securities Holder

NameLembaga Tabung Angkatan Tentera
AddressTingkat 10-12, Bangunan LTAT
Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.ACT101 1973
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderLembaga Tabung Angkatan Tentera
Tingkat 12, Bangunan LTAT
Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired21/10/2014
100,000
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units) 
Direct (%)11.32 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change181,074,100
Date of notice27/10/2014

Remarks :
Form 29B received on 28 October 2014


KPJ - 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 NameKPJ HEALTHCARE BERHAD  
Stock Name KPJ  
Date Announced28 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoJC-141028-B1080

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 RM0.50 each
Name & address of registered holderCitiGroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed23/10/2014
227,400
 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change119,364,695
Date of notice24/10/2014

Remarks :
The notice dated 24 October 2014 was received via courier on 28 October 2014.


TAKAFUL - 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 NameSYARIKAT TAKAFUL MALAYSIA BERHAD  
Stock Name TAKAFUL  
Date Announced28 Oct 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoST-141028-40174

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

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired23/10/2014
250,000
 
Disposed23/10/2014
26,700
 

Circumstances by reason of which change has occurredAcquisition & Disposal
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change12,961,020
Date of notice24/10/2014

Remarks :
The Notice of Changes in Substantial Shareholder's Interest (Form 29B) was received on 28 October 2014.


BDB - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameBINA DARULAMAN BERHAD  
Stock Name BDB  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoMI-141028-41259

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionBINA DARULAMAN BERHAD (“BDB” OR “COMPANY”)

(I) PROPOSED ACQUISITION OF APPROXIMATELY 1,154.8 ACRES (467.4 HECTARES) OF LAND LOCATED IN KEDAH DARUL AMAN, FOR A TOTAL CONSIDERATION OF RM202 MILLION;

(II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM1.00 EACH IN BDB (“BDB SHARES”) TO RAISE GROSS PROCEEDS OF UP TO RM95 MILLION, TOGETHER WITH A BONUS ISSUE OF NEW BDB SHARES;

(III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF BDB FROM RM100,000,000 COMPRISING 100,000,000 BDB SHARES TO RM400,000,000 COMPRISING 400,000,000 BDB SHARES; AND

(IV) PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF BDB.

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Unless otherwise defined, the abbreviations and definitions used in the announcements of the Company dated 4 September 2014, 3 October 2014 and 8 October 2014 in relation to the Proposals shall apply herein (“Previous Announcements”).

We refer to the Previous Announcements in relation to the Proposals.

On behalf of the Board, RHB Investment Bank wishes to announce that Bursa Securities has, vide its letter dated 27 October 2014, approved the following:

  1. listing and quotation of up to 93,739,838 new BDB Shares to be issued pursuant to the Proposed Acquisition;
  2. listing and quotation of up to 91,019,820 new Rights Shares to be issued pursuant to the Proposed Rights Issue; and
  3. listing and quotation of up to 91,019,820 new Bonus Shares to be issued pursuant to the Proposed Rights Issue; and
The approval by Bursa Securities for the Proposed Acquisition and Proposed Rights Issue are subject to the following conditions:

  1. BDB and RHB Investment Bank must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Acquisition and Proposed Rights Issue;
  2. BDB and RHB Investment Bank to inform Bursa Securities upon completion of the Proposed Acquisition and Proposed Rights Issue;
  3. BDB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposed Acquisition and Proposed Rights Issue are completed;
  4. BDB and RHB Investment Bank to furnish Bursa Securities copy of all letters of approval from the relevant authorities;
  5. RHB Investment Bank to furnish Bursa Securities a letter confirming all approvals of the relevant authorities has been obtained;
  6. Certified true copy of the resolution passed by the shareholders in general meeting approving the Proposed Acquisition and Proposed Rights Issue; and
  7. BDB and RHB Investment Bank are required to make the relevant announcements pursuant to Paragraph 6.35(2)(a) and (b) and 6.35(3) of the Listing Requirements.
This announcement is dated 28 October 2014.

 



TIGER - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameTIGER SYNERGY BERHAD  
Stock Name TIGER  
Date Announced28 Oct 2014  
CategoryGeneral Announcement
Reference NoCS-141021-41225

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionTIGER SYNERGY BERHAD ("TIGER" or "THE COMPANY")
- NOTICE OF INTENTION BY A DIRECTOR TO DEAL IN COMPANY'S SHARES DURING CLOSED PERIOD

Pursuant to Paragraph 14.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of TIGER wish to announce that the Company has received the following notifications from the following Directors of TIGER, who are currently holding the following number of ordinary shares of RM0.20 each in the Capital of TIGER of his intention to deal whether directly or indirectly in the shares of TIGER during the close period prior to the targeted date of announcement to Bursa Malaysia Securities Berhad of the quarterly results for the financial quarter ended 30 September 2014:

Name of Directors

Description of Securities

No. of Shares Held (Direct)

% of Issued and Paid-up Share Capital

No. of Shares Held (Indirect)

% of Issued and Paid-up Share Capital

Dato’ Tan Wei Lian

Ordinary shares of RM0.20

115,376,700

14.9%

25,742,000

3.33%

Tan Lee Chin

Ordinary shares of RM0.20

21,382,000

2.76%

115,376,700

14.90%

This announcement is dated 28 October 2014.



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