November 26, 2014

Company announcements: AFG, IJM, MISC, PPB, SIME, TCHONG, NICORP, UMW, KTB

AFG - 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 NameALLIANCE FINANCIAL GROUP BERHAD  
Stock Name AFG  
Date Announced26 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAF-141126-AD2AB

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
Employees Provident Fund Board (Disposal of 2,800 shares)
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)
Disposed21/11/2014
2,800
 

Circumstances by reason of which change has occurredDisposed
Nature of interestDirect Interest
Direct (units)237,682,440 
Direct (%)15.35 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change237,682,440
Date of notice24/11/2014

Remarks :
The Form 29B dated 24 November 2014 was received on 26 November 2014.


IJM - 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 NameIJM CORPORATION BERHAD  
Stock Name IJM  
Date Announced26 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoIC-141126-2D7BD

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.Not Applicable
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1 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)
Acquired21/11/2014
116,300
 

Circumstances by reason of which change has occurredTransaction of Securities
Nature of interestDirect
Direct (units)179,657,589 
Direct (%)12.063 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change179,657,589
Date of notice26/11/2014

Remarks :
Re: Form 29B dated 24 November 2014.


MISC - 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 NameMISC BERHAD  
Stock Name MISC  
Date Announced26 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoMM-141126-697AE

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)
Disposed21/11/2014
58,200
 

Circumstances by reason of which change has occurredDisposal of Shares
Nature of interestDirect
Direct (units)328,475,511 
Direct (%)7.36 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change328,475,511
Date of notice24/11/2014

Remarks :
The notice was received on 26 November 2014.

The total no. of direct interest of 328,475,511 shares consists of:-

(a) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Disposed 58,200 shares) - 297,656,011 shares;

(b) Employees Provident Fund Board - 1,500,000 shares;

(c) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (Affin-HWG) - 2,000,040 shares;

(d) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 1,708,960 shares;

(e) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (Nomura) - 9,571,800 shares;

(f) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 13,339,700 shares;

(g) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (F Templeton) - 2,699,000 shares


PPB - OTHERS PPB GROUP BERHAD (“PPB”) - PROVISION OF FINANCIAL ASSISTANCE

Announcement Type: General Announcement
Company NamePPB GROUP BERHAD  
Stock Name PPB  
Date Announced26 Nov 2014  
CategoryGeneral Announcement
Reference NoPG-141126-40248

TypeAnnouncement
SubjectOTHERS
DescriptionPPB GROUP BERHAD (“PPB”)
- PROVISION OF FINANCIAL ASSISTANCE

Pursuant to paragraph 8.23(1)(ii) and Practice Note 11 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, PPB wishes to announce the financial assistance provided by subsidiaries of PPB during the quarter ended 30 September 2014 as follows :

Type of financial assistance

Amount

Performance bond

RM3,359,000/-

The above financial assistance is not expected to have a material financial impact on the PPB Group for the financial year ending 31 December 2014.

This announcement is dated 26 November 2014.



SIME - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):OTHER ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced26 Nov 2014  
CategoryGeneral Announcement
Reference NoMI-141126-55689

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
OTHER ISSUE OF SECURITIES
DescriptionSIME DARBY BERHAD (“SIME DARBY” OR “COMPANY”)

DIVIDEND REINVESTMENT PLAN THAT PROVIDES SHAREHOLDERS OF SIME DARBY WITH AN OPTION TO REINVEST THEIR FINAL CASH DIVIDEND OF 30 SEN PER ORDINARY SHARE OF RM0.50 EACH IN SIME DARBY (“SIME DARBY SHARES”) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2014 (“FINAL DIVIDEND”) IN NEW SIME DARBY SHARES (“2ND DRP”)

We refer to the announcements dated 29 August 2014, 18 November 2014 and 25 November 2014 in relation to the 2nd DRP.

On behalf of the Board of Directors of Sime Darby (“Board of Sime Darby”), Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that the issue price of the new Sime Darby Shares to be issued pursuant to the 2nd DRP (“New Shares”) applicable to the Final Dividend has been fixed today (“Price Fixing Date”) at RM8.94 per New Share.

The issue price is computed based on the 5-day volume weighted average market price (“VWAMP”) of RM9.71 per Sime Darby Share up to and including 25 November 2014, being the last trading day prior to the Price Fixing Date after adjusting for the following:

(i) a dividend adjustment of 30 sen to the 5-day VWAMP (“Ex-Dividend VWAMP”); and

(ii) a discount of RM0.47 which is a 5% discount to the Ex-Dividend VWAMP of RM9.41.

On behalf of the Board of Sime Darby, Maybank IB also wishes to announce that the entitlement date pursuant to the Final Dividend and 2nd DRP has been fixed for 10 December 2014.

Barring any unforeseen circumstances, the New Shares will be listed on the Main Market of Bursa Malaysia Securities Berhad on 6 January 2015.

This announcement is dated 26 November 2014.



TCHONG - 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 NameTAN CHONG MOTOR HOLDINGS BERHAD  
Stock Name TCHONG  
Date Announced26 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoTC-141126-3C98B

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
Employees Provident Fund Board
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)
Acquired21/11/2014
123,500
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Direct (units)57,002,200 
Direct (%)8.7318 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change57,002,200
Date of notice24/11/2014

Remarks :
Form 29B dated 24/11/2014 from Employees Provident Fund Board was received by the Company on 26/11/2014. The percentage shareholding of Employees Provident Fund Board's direct interest is computed based on the share capital of the Company (less treasury shares) of 652,812,000 shares.


TCHONG - PROVISION OF FINANCIAL ASSISTANCE

Announcement Type: General Announcement
Company NameTAN CHONG MOTOR HOLDINGS BERHAD  
Stock Name TCHONG  
Date Announced26 Nov 2014  
CategoryGeneral Announcement
Reference NoTC-141112-A0295

TypeAnnouncement
SubjectPROVISION OF FINANCIAL ASSISTANCE
DescriptionProvision of Financial Assistance pursuant to paragraph 8.23(1)(ii) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

Pursuant to Practice Note 11 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Tan Chong Motor Holdings Berhad ("TCMH") wishes to announce the aggregate amount of financial assistance provided by TC Capital Resources Sdn Bhd ("TCCR"), a wholly-owned subsidiary of TCMH, for the third quarter ended 30 September 2014 as set out below:

(i) Paragraph 3.1 of Practice Note 11

Type of Financial Assistance:

Loans extended to customers in the ordinary course of TCCR's business as a licensed money lender.

Amount of loans provided during the third quarter ended 30 September 2014: RM1,939,500.00

(ii) Paragraph 3.3 of Practice Note 11

As set out in the table attached below.

The provision of financial assistance as set out above does not have any significant impact on the earnings and cashflow of TCMH Group for the year ending 31 December 2014.



NICORP - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)

Announcement Type: General Announcement
Company NameNAIM INDAH CORPORATION BERHAD  
Stock Name NICORP  
Date Announced26 Nov 2014  
CategoryGeneral Announcement
Reference NoCK-141126-3F6F7

TypeAnnouncement
SubjectMONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
DescriptionNaim Indah Corporation Berhad
- Timber Log Production Figures of the Group for the Month of October 2014

In accordance with Paragraph 9.36 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of Naim Indah Corporation Berhad wishes to announce that the timber logs production of its wholly owned subsidiary, Jernih Makmur Sdn. Bhd. (which owns a Timber Concession located at Hutan Simpanan Lebir, Mukim of Relai, District of Chiku, Jajahan Gua Musang, Kelantan Darul Naim) was not able to extract any round timber logs at the designated compartment. Thus, there was no log production for the month of October 2014.

This announcement is dated 26 November 2014.



UMW - 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 NameUMW HOLDINGS BERHAD  
Stock Name UMW  
Date Announced26 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoUH-141126-55588

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)
Disposed21/11/2014
246,100
 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%)15.48 
Total no of securities after change180,815,393
Date of notice24/11/2014

Remarks :
Form 29B was received on 26th November 2014


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

Announcement Type: General Announcement
Company NameKONSORTIUM TRANSNASIONAL BERHAD  
Stock Name KTB  
Date Announced26 Nov 2014  
CategoryGeneral Announcement
Reference NoKT-141125-40529

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionKonsortium Transnasional Berhad ("KTB" or the "Company") - Disposal of equity interest in PT Indonadi

The Board of Directors of the Company wishes to announce that the Company had on 26 November 2014 entered into a Transfer of Shares Agreement ("TSA") with Nadicorp Holdings Sdn Bhd ("Nadicorp") for the disposal of 700 ordinary shares of USD100.00 each ("Sale Shares"), representing 70% equity interest in PT Indonadi ("PTI") for a total cash consideration of United States Dollar Seventy Thousand (USD70,000.00) only (hereinafter referred to as "the Disposal"). The Disposal will result in PTI ceasing to be a subsidiary of the Company.

Salient terms of the TSA and details on the Disposal

Pursuant to the TSA, the Sale Shares in PTI are disposed of free from all liens, charges, options and encumbrances and with all rights attached to them to Nadicorp for a total cash consideration of United States Dollar Seventy Thousand (USD70,000.00) only.

The transfer of the Sale Shares is subject to the consent from the Ministry of Law and Human Rights Indonesia as PTI is a company incorporated in Indonesia.

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 corporate advisory consultant. The estimated fair value of the total equity of PTI is USD1.00 (USD0.001 per share) as appraised by Messrs. FHMH Corporate Advisory Sdn Bhd, an independent corporate advisory consultant on 7 November 2014. The break-up value method was applied by the said consultant for the valuation of the Sale Shares.

The details of the cost of investment and the audited net tangible assets ("NTA") of PTI are as follows:-

Original cost of investment

(RM'000)

NTA of PTI as at 31 December 2013

(RM'000)

240

66

The date of the Company's investment in PTI was on 24 April 2007 and the Disposal is expected to be completed within one (1) month from the date of the TSA.

The Company is expected to make a gain of RM172,000 from the Disposal and the proceed from the Disposal will be utilized by the Company for its working capital purposes. The estimated timeframe for full utilisation of the proceeds arising from the Disposal is two (2) months.

Brief information on PTI

PTI was incorporated as private limited company in Indonesia on 9 June 2006 with a paid-up capital of USD100,000.00 comprising of 1,000 ordinary shares of USD100.00 each. Currently PTI is a subsidiary of KTB. The principal activities of PTI are importing and distribution of buses. Currently PTI is a dormant company.

Brief information on Nadicorp

Nadicorp was incorporated in Malaysia on 23 March 1985 with a paid-up capital of RM202,696,648. Nadicorp is an investment holding company and it has a direct interest in KTB with a 25.03% equity stakes as at 31 October 2014. Nadicorp has also an indirect interest in KTB via its wholly-owned subsidiary, Kumpulan Kenderaan Malaysia Berhad which is the major shareholder of KTB with a 48.47% equity stakes as at 31 October 2014.

Rationale of the Disposal

The Company wishes to transfer the Sale Shares to Nadicorp as the current business of PTI of importing and distribution of buses is not in line with the current business of the Group of providing the services of bus transportation and PTI is no longer in operations and is currently a dormant company.

The Disposal will enable the Company to utilize the proceed for its working capital purposes.

Financial Effects on the Disposal

a) Share capital and substantial shareholders' shareholding

The Disposal will not have any material effect on the share capital and substantial shareholders' shareholding of KTB.

b) Net assets per share and gearing

The Disposal will not have any material effect on the net assets per share and gearing of KTB for the financial year ending 31 December 2014.

c) Earning per share

The proforma effects of the Disposal on the earning per share of KTB based on the audited financial statements as at 31 December 2013 are as follow:

As at 31 December 2013After proposed disposal
No. of shares in issue ('000)

402,797

402,797

Profit for the year (RM'000)

13,894

13,894

Earnings per share (sen)

3.45

3.45

Condition of the Disposal

The Disposal is not subject to the approval of the shareholders of the Company and the relevant governmental authorities in Malaysia. The Disposal is however subject to the consent from the Ministry of Law and Human Right of Indonesia as PTI is a company incorporated in Indonesia.

Highest Percentage Ratio

The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 0.19%.

Directors' and Substantial Shareholders' Interests

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of Nadicorp and also the Chairman and Managing Director of KTB and the Director of Kumpulan Kenderaan Malaysia Berhad ("KKMB"). KKMB is a wholly-owned subsidiary of Nadicorp and is the major shareholder of KTB with an 48.47% equity stakes as at 31 October 2014. PTI is a subsidiary of KTB.

Nadicorp is also a substantial shareholder of KTB with an 25.03% equity stakes as at 31 October 2014. Nadicorp is a wholly-owned subsidiary of Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100% equity in Nadicorp 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.

Save as disclosed, as far as the Board is aware, none of the other directors or major shareholders of the Company or any persons connected with such director or major shareholders have any interest, direct or indirect in 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 (save and except for the interested directors) are of the opinion that the Disposal is fair and reasonable and 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 estimated fair value of the Sale Shares.

Documents available for inspection

A copy of the TSA dated 26 November 2014 and the valuation report prepared by Messrs. FHMH Corporate Advisory Sdn Bhd 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 26 November 2014.



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