November 5, 2014

Company announcements: AIRASIA, OLDTOWN, SUNWAY, SOLID, HLBANK, PDZ, AEON

AIRASIA - Changes in Sub. S-hldr's Int. (29B) - WELLINGTON MANAGEMENT COMPANY, LLP

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAIRASIA BERHAD  
Stock Name AIRASIA  
Date Announced5 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCM-141105-5E284

Particulars of substantial Securities Holder

NameWELLINGTON MANAGEMENT COMPANY, LLP
Address280 CONGRESS STREET, BOSTON, MA 02210, U.S.A.
NRIC/Passport No/Company No.N/A
Nationality/Country of incorporationMASSACHUSETTS, U.S.A.
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.10 EACH
Name & address of registered holder1. Cartaban Nominees (Asing) Sdn. Bhd. - 134,531,277
2. Danske Bank A/S - 1,978,300
3. Citigroup Nominees (Asing) Sdn. Bhd. - 8,058,055
4. HSBC Nominees (Asing) Sdn. Bhd. - 80,548,597
5. JP Morgan Chase Bank N.A. - 92,409,793
6. Master Trust Bank of Japan Ltd. - 6,816,540
7. Mellon Bank, N.A. - 28,673,373
8. RBC Dexia Investor Services - 21,108,860
9. Skandinaviska Enskilda Banken AB - 2,778,960

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired29/10/2014
8,458,100
 
Disposed29/10/2014
455,500
 
Disposed30/10/2014
1,678,200
 
Acquired31/10/2014
382,900
 
Disposed31/10/2014
543,900
 
Disposed03/11/2014
587,632
 

Circumstances by reason of which change has occurredAcquisition and Disposal of Shares
Nature of interestDirect
Direct (units)376,903,755 
Direct (%)13.54 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change376,903,755
Date of notice04/11/2014

Remarks :
Wellington Management Company, LLP is registered as an investment advisor with the United States Securities and Exchange Commission under Section 203 of the Investment Advisors Act of 1940, as amended and acts as discretionary investment manager on behalf of various separate accounts.

This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder dated 04/11/2014 of Wellington Management Company, LLP received by the registered office of AirAsia Berhad on 05/11/2014.


OLDTOWN - Changes in Sub. S-hldr's Int. (29B) - Franklin Resources, Inc.

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameOLDTOWN BERHAD  
Stock Name OLDTOWN  
Date Announced5 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-141105-53384

Particulars of substantial Securities Holder

NameFranklin Resources, Inc.
AddressOne Franklin Parkway
San Mateo, CA 94403-1906
NRIC/Passport No/Company No.484026
Nationality/Country of incorporationUnited States
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderCitigroup Nominees (Asing) Sdn Bhd
10, Jalan Munshi Abdullah
50100 Kuala Lumpur
(1,886,800 Ordinary Shares of RM1.00 each)

Citigroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur
(1,151,700 Ordinary Shares of RM1.00 each)

HSBC Nominees (Asing) Sdn Bhd
No. 2, Leboh Ampang
50100 Kuala Lumpur
(25,733,400 Ordinary Shares of RM1.00 each)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired03/11/2014
78,500
 

Circumstances by reason of which change has occurredAll shares are purchased on the open market for investment purposes only.
The shares are beneficially held by a group of funds and managed accounts that are managed by investment advisers directly and indirectly owned by Franklin Resources, Inc.
Nature of interestDirect
Direct (units)28,771,900 
Direct (%)6.452 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change28,771,900
Date of notice04/11/2014

Remarks :
The Notice of Change in the Interest of Substantial Shareholder (Form 29B) dated 4 November 2014 was received by the Company on 5 November 2014


SUNWAY - OTHERS SUNWAY BERHAD (“SUNWAY” OR “COMPANY”) PROPOSED INTERNAL REORGANISATION

Announcement Type: General Announcement
Company NameSUNWAY BERHAD  
Stock Name SUNWAY  
Date Announced5 Nov 2014  
CategoryGeneral Announcement
Reference NoSS-141105-58236

TypeAnnouncement
SubjectOTHERS
DescriptionSUNWAY BERHAD (“SUNWAY” OR “COMPANY”)

PROPOSED INTERNAL REORGANISATION

1. INTRODUCTION

We refer to the announcement made by the Board of Directors of Sunway (“Board”) on 19 September 2014 in relation to the Proposed Internal Reorganisation (“Announcements”). Unless otherwise stated, the terms used herein shall have the same meaning as defined in the Announcement.

For information purposes, the Board wishes to provide further details of the Proposed Transfer of Hoi Hup Sunway which are set out in this announcement.

2. DETAILS OF THE PROPOSED TRANSFER OF HOI HUP SUNWAY

2.1 Execution of agreement

Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway, has on 5 November 2014 entered into a share sale agreement with Sunway Concrete Products (S) Pte Ltd (“Sunway Concrete Products”), an indirect wholly-owned subsidiary of Sunway Construction Sdn Bhd, (“Hoi Hup Sunway SSA”) to acquire the 30% of the equity interest of Hoi Hup Sunway Development Pte Ltd (“Hoi Hup Sunway”) (“Hoi Hup Sunway Sale Shares”) for a purchase consideration of SGD300,000.00 (“Proposed Transfer of Hoi Hup Sunway”).

2.2 Purchase consideration

The purchase consideration for the Hoi Hup Sunway Sale Shares is SGD300,000.00 (“Hoi Hup Sunway Purchase Consideration), which shall be satisfied entirely in cash by SunHoldings.

2.3 Basis and justification of arriving at the purchase consideration for the Proposed Transfer of Hoi Hup Sunway

The purchase consideration for the Proposed Transfer of Hoi Hup Sunway was arrived at based on a ‘willing buyer, willing seller’ basis after taking into consideration the adjusted net assets of Hoi Hup Sunway based on management accounts of Hoi Hup Sunway for the financial period ended 31 October 2014 in respect of the Hoi Hup Sunway Purchase Consideration.

3. RATIONALE OF THE PROPOSED TRANSFER OF HOI HUP SUNWAY

The Proposed Transfer of Hoi Hup Sunway is undertaken to streamline the businesses of SunCon by transferring its non-construction businesses to be held directly by SunHoldings.

4. APPROVALS REQUIRED FOR THE PROPOSAL TRANSFER OF HOI HUP SUNWAY

The Proposed Transfer of Hoi Hup Sunway is not subject to the approval of the shareholders of the Company or any other relevant authorities.

5. ESTIMATED TIMEFRAME FOR COMPLETION

The sale and purchase of the Hoi Hup Sunway Sale Shares has been completed immediately following the execution of the Hoi Hup Sunway SSA. Accordingly, the completion of the Hoi Hup Sunway SSA took place on 5 November 2014.

6. DOCUMENTS AVAILABLE FOR INSPECTION

The Hoi Hup Sunway SSA as referred to in Section 2 of this announcement will be made available to shareholders of Sunway for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan, during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 5 November 2014.



SUNWAY - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameSUNWAY BERHAD  
Stock Name SUNWAY  
Date Announced5 Nov 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoSS-141105-4E024

Date of buy back05/11/2014
Description of shares purchasedOrdinary shares of RM1.00 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)40,000
Minimum price paid for each share purchased ($$)3.230
Maximum price paid for each share purchased ($$)3.230
Total consideration paid ($$)129,497.96
Number of shares purchased retained in treasury (units)40,000
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)5,594,000
Adjusted issued capital after cancellation
(no. of shares) (units)
 
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)0.324


SOLID - Changes in Director's Interest (S135) - KER MENG OI

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameSOLID AUTOMOTIVE BERHAD  
Stock Name SOLID  
Date Announced5 Nov 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCC-141105-60299

Information Compiled By KLSE

Particulars of Director

NameKER MENG OI
AddressB-37-1, 9 Bukit Utama, No. 9 Persiaran Bukit Utama, 47800 Petaling Jaya, Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
05/11/2014
1,000,000
1.200 

Circumstances by reason of which change has occurredDisposal
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)6,530,541 
Direct (%)4.35 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Date of notice05/11/2014

Remarks :
This announcement also serve as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above disposal of 1,000,000 ordinary shares of RM0.50 representing 0.67% of the issued shares of the Company.

The percentage is computed based on the total number of shares in issue by the Company of 150,000,000 ordinary shares of RM0.50 each as at 5 November 2014.


SOLID - Notice of Person Ceasing (29C) - KER MENG OI

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NameSOLID AUTOMOTIVE BERHAD  
Stock Name SOLID  
Date Announced5 Nov 2014  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoCC-141105-60627

Particulars of substantial Securities Holder

NameKER MENG OI
AddressB-37-1, 9 Bukit Utama, No. 9 Persiaran Bukit Utama,47800 Petaling Jaya, Selangor Darul Ehsan
NRIC/Passport No/Company No.640308-01-5379
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.50 EACH
Date of cessation05/11/2014
Name & address of registered holderAS ABOVE
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed1,000,000 
Price Transacted ($$) 
Circumstances by reason of which a person ceases to be a substantial securities HolderDISPOSAL
Nature of interestDIRECT
Date of notice05/11/2014


HLBANK - 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 NameHONG LEONG BANK BERHAD  
Stock Name HLBANK  
Date Announced5 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoHB-141105-5549D

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 ("Shares")
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board - 206,492,043 Shares
Employees Provident Fund Board - 1,500,000 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AMUNDI) - 2,100,000 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (HDBS) - 4,487,500 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (KAF FM) - 1,462,800 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) - 8,280,540 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) - 4,516,800 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (TEMPLETON) - 2,077,200 Shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ABERDEEN) - 3,030,000 Shares

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed31/10/2014
351,000
 
Disposed31/10/2014
6,400
 

Circumstances by reason of which change has occurredDisposed
Nature of interestDirect
Direct (units)233,946,883 
Direct (%)13.01 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change233,946,883
Date of notice03/11/2014

Remarks :
Received EPF's notice dated 3 November 2014 on 5 November 2014.

This announcement is dated 5 November 2014.


PDZ - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NamePDZ HOLDINGS BHD  
Stock Name PDZ  
Date Announced5 Nov 2014  
CategoryGeneral Announcement
Reference NoOS-141105-61841

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionPDZ HOLDINGS BERHAD (“PDZ” OR THE “COMPANY”)

• PROPOSED LPG PRODUCTION;
• PROPOSED SPECIAL ISSUE;
• PROPOSED RIGHTS ISSUE WITH WARRANTS;
• PROPOSED ISSUANCE OF REDEEMABLE CONVERTIBLE PREFERENCE SHARES;
• PROPOSED DIVERSIFICATION;
• PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND
• PROPOSED AMENDMENTS

(COLLECTIVELY, THE “PROPOSALS”)

On behalf of the Board of Directors of PDZ (“Board”), M&A Securities Sdn Bhd wishes to announce that the Company had on 5 November 2014 entered into a framework agreement (“Framework Agreement”) with Ken Makmur Holdings Sdn Bhd (“KENMAKMUR”) for the proposed production of liquified petroleum gas (“LPG”) and condensate from the natural gas supplied by KENMAKMUR from the Rakushechnoye Oil and Gas Field* (“Proposed LPG Production”).

Note:-

* The Rakushechnoye oil and gas field is located within blocks XXXVIII – 11 - F (partially), 12 - D (partially), XXXIX –11 – C (partially), 12 – A (partially) in the Karakiyan District of the Mangystau Oblast, Kazakhstan (“Rakushechnoye Oil and Gas Field”).

KENMAKMUR had on 3 June 2014 signed an agreement with Markmore Energy (Labuan) Limited (“MELL”) to extract 350 metric tonne per day of LPG and 100 metric tonne per day of condensate from the 100.0 million standard cubic feet (“MMSCF”) of gas supplied by MELL from the Rakushechnoye Oil and Gas Field. CaspiOil Gas LLP (“COG”), a wholly-owned subsidiary of MELL, is the concession holder of the Rakushechnoye Oil and Gas Field. The Rakushechnoye Oil and Gas Field is a 25-year oil and gas concession awarded to COG by the Ministry of Energy and Mineral Resources (now known as Ministry of Oil and Gas of Kazakhstan) on 26 August 2000 (and expiring on 25 August 2025).

In conjunction with the Proposed LPG Production and assuming that the indicative entry costs of USD205.0 million (equivalent to approximately RM656.0 million), which is subject to negotiation and adjustment, will be payable via a combination of cash of USD125.0 million (equivalent to RM400.0 million) and the issuance of redeemable convertible preference shares (“RCPS”) for value of USD80.0 million (equivalent to approximately RM256.0 million), the Board proposes to undertake the following:-

(a) Proposed special issue of up to 113,000,000 new ordinary share of RM0.10 each in PDZ (“PDZ Shares” or “Shares”) (“Special Issue Shares”) to independent third party investor(s) to be identified (“Proposed Special Issue”);

(b) Proposed renounceable rights issue of up to 3,438,123,500 PDZ Shares (“Rights Shares”) together with up to 1,719,061,750 free detachable warrants (“Warrants”) at an indicative issue price of RM0.22 per Rights Share on the basis of seven (7) Rights Shares for every two (2) Shares held together with one (1) Warrant for every two (2) Rights Shares subscribed (“Proposed Rights Issue with Warrants”);

(c) Proposed issuance of 1,024,000,000 RCPS in PDZ a to KENMAKMUR at an issue price of RM0.25 per RCPS (“Proposed Issuance of RCPS”);

(d) Proposed diversification of the business of PDZ and its subsidiaries into the downstream oil and gas industry which include the production of LPG/condensate (“Proposed Diversification”);

(e) Proposed increase in the authorised share capital of the Company from RM100,000,000 comprising 1,000,000,000 PDZ Shares to RM1,000,000,000 comprising 10,000,000,000 PDZ Shares (“Proposed IASC”); and

(f) Proposed amendments to the Memorandum and/or Articles of Association of the Company to facilitate the Proposed Issuance of RCPS and the Proposed IASC (“Proposed Amendments”).

(Collectively, the “Proposals”)

Further details of the Proposals are enclosed in the attachment attached herein.

This announcement is dated 5 November 2014.



AEON - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced5 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141105-63768

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc ("MUFG")
Address7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderMorgan Stanley & Co. International Plc. ("Morgan Stanley")
25 Cabot Square, Canary
Wharf, London E14 4QA
United Kingdom

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired30/10/2014
25,900
 

Circumstances by reason of which change has occurredAcquisition by Morgan Stanley Group

MUFG is deemed interested in the shares by virtue of:

1. MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% in Aberdeen Asset Management PLC ("Aberdeen").

2. MUFG's holding more than 15% interest in shares of Morgan Stanley Group.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)271,484,264 
Indirect/deemed interest (%)19.3365 
Total no of securities after change271,484,264
Date of notice05/11/2014

Remarks :
The total number of 271,484,264 Ordinary Shares of RM0.50 each are held as follows:

(i) 271,337,500 Ordinary Shares of RM0.50 each are registered in the name of Aberdeen and its subsidiaries; and
(ii) 146,764 Ordinary Shares of RM0.50 each are registered in the name of Morgan Stanley.


AEON - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced5 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141105-60A33

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc ("MUFG")
Address7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderMorgan Stanley & Co. International Plc. ("Morgan Stanley")
25 Cabot Square, Canary
Wharf, London E14 4QA
United Kingdom

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired29/10/2014
23,400
 

Circumstances by reason of which change has occurredAcquisition by Morgan Stanley Group

MUFG is deemed interested in the shares by virtue of:

1. MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% in Aberdeen Asset Management PLC ("Aberdeen").

2. MUFG's holding more than 15% interest in shares of Morgan Stanley Group.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)271,458,364 
Indirect/deemed interest (%)19.3346 
Total no of securities after change271,458,364
Date of notice04/11/2014

Remarks :
The total number of 271,458,364 Ordinary Shares of RM0.50 each are held as follows:

(i) 271,337,500 Ordinary Shares of RM0.50 each are registered in the name of Aberdeen and its subsidiaries; and
(ii) 120,864 Ordinary Shares of RM0.50 each are registered in the name of Morgan Stanley.

The Form 29B was received by the Company on 5 November 2014.


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