KULIM - OTHERS KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) PROPOSED LISTING OF E.A. TECHNIQUE (M) BERHAD (“E.A. TECHNIQUE”), AN INDIRECT SUBSIDIARY COMPANY OF KULIM HELD THROUGH SINDORA BERHAD (“SINDORA”), A WHOLLY-OWNED SUBSIDIARY COMPANY OF KULIM ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) (“PROPOSED LISTING”)
| Company Name | KULIM (MALAYSIA) BERHAD |
| Stock Name | KULIM |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | MI-141114-58202 |
| Type | Announcement |
| Subject | OTHERS |
| Description | KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) PROPOSED LISTING OF E.A. TECHNIQUE (M) BERHAD (“E.A. TECHNIQUE”), AN INDIRECT SUBSIDIARY COMPANY OF KULIM HELD THROUGH SINDORA BERHAD (“SINDORA”), A WHOLLY-OWNED SUBSIDIARY COMPANY OF KULIM ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD (“BURSA SECURITIES”) (“PROPOSED LISTING”) |
Unless otherwise stated, the terms used herein have the same meaning as those defined in the announcement made on 14 April 2014. We refer to the announcements dated 14 April 2014, 2 May 2014, 3 September 2014, 15 October 2014 and 6 November 2014 in relation to the Proposed Listing. On behalf of the Board, RHB Investment Bank wishes to announce that the SC had on 14 November 2014, approved the revision to the condition of approval for the Proposed Listing of E.A. Technique where, in lieu of the appointment of two (2) additional independent directors as imposed by the SC, E.A. Technique would instead replace one (1) of the existing non-independent non-executive directors with the appointment of one (1) new independent director. All other terms and conditions of the SC’s approval dated 3 September 2014 shall remain unchanged. This announcement is dated 14 November 2014.
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SIME - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | SIME DARBY BERHAD |
| Stock Name | SIME |
| Date Announced | 14 Nov 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | SD-141114-11D15 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board |
| 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 | Please refer to "Remarks" below |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 10/11/2014 | 50,300 | |
| Acquired | 10/11/2014 | 2,913,800 | |
| Acquired | 11/11/2014 | 142,400 | |
| Disposed | 11/11/2014 | 375,000 |
| Remarks : |
| 1. Total no. of shares held after change are as follows:- (a) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (812,130,466 shares) (b) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AM INV)(4,305,900 shares) (c) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (MAYBAN)(1,249,700 shares) (d) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA)(17,793,339 shares) (e) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI)(15,299,562 shares) (f) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM)(2,100,270 shares) (g) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (TEMPLETON)(1,724,923 shares) 2. The notices of change in substantial shareholding were received from Citigroup Nominees (Tempatan) Sdn Bhd for and on behalf of Employees Provident Fund Board on 13 November 2014 and 14 November 2014. |
TCHONG - Changes in Sub. S-hldr's Int. (29B) - Tan Kheng Leong
| Company Name | TAN CHONG MOTOR HOLDINGS BERHAD |
| Stock Name | TCHONG |
| Date Announced | 14 Nov 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | TC-141114-92151 |
Particulars of substantial Securities Holder
| Name | Tan Kheng Leong |
| Address | 32 Jalan Sampurna Singapore 268289 |
| NRIC/Passport No/Company No. | S1844615/D |
| Nationality/Country of incorporation | Singaporean |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.50 each |
| Name & address of registered holder | HSBC Nominees (Tempatan) Sdn Bhd Exempt AN for HSBC (Malaysia) Trustee Berhad (D09-6061) No. 2 Leboh Ampang 50100 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 13/11/2014 | 16,482,480 |
| Remarks : |
| Deemed interest of Tan Kheng Leong comprise the following: Held by TCC directly: 263,828,240 shares The percentage shareholding of Tan Kheng Leong's interests are calculated based on the share capital of the Company (less treasury shares) of 652,812,000 shares. |
TCHONG - Changes in Sub. S-hldr's Int. (29B) - Dato' Tan Heng Chew
| Company Name | TAN CHONG MOTOR HOLDINGS BERHAD |
| Stock Name | TCHONG |
| Date Announced | 14 Nov 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | TC-141114-4D922 |
Particulars of substantial Securities Holder
| Name | Dato' Tan Heng Chew |
| Address | 37-17-01 Sri Penaga Condominium Sri Penaga, Jalan Medang Serai Bukit Bandaraya 59100 Kuala Lumpur |
| NRIC/Passport No/Company No. | 460531-10-5141 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.50 each |
| Name & address of registered holder | HSBC Nominees (Tempatan) Sdn Bhd Exempt AN for HSBC (Malaysia) Trustee Berhad (D09-6061) No. 2 Jalan Leboh Ampang 50100 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 13/11/2014 | 16,482,480 |
| Remarks : |
| Deemed interests of Dato' Tan Heng Chew comprise the following: Held by TCC directly: 263,828,240 shares Held by Wealthmark Holdings Sdn Bhd: 10,953,600 shares The percentage shareholding of Dato' Tan Heng Chew's interests are calculated based on the share capital of the Company (less treasury shares) of 652,812,000 shares. |
CANONE - MATERIAL LITIGATION
| Company Name | CAN-ONE BERHAD |
| Stock Name | CANONE |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | C--141114-55191 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | Kuala Lumpur High Court Suit No. 22NCC-152-05/2014 Dato’ See Teow Guan (Suing in a personal capacity and in a representative capacity on behalf and for the benefit of the 6th Defendant, Kian Joo Can Factory Berhad) (“Plaintiff”) -versus- 1. Yeoh Jin Hoe (“YJH”) 2. Chee Khay Leong (“CKL”) 3. Aspire Insight Sdn Bhd (“Aspire”) 4. Can-One Berhad (“Can-One”) 5. Can-One International Sdn Bhd (“Can-One International”) 6. Kian Joo Can Factory Berhad (“Kian Joo”) 7. Box-Pak (Malaysia) Bhd (“Box-Pak”) (collectively, referred to as “the Defendants”) |
We refer to our announcement dated 29 October 2014 in respect of the above matter. The striking out applications by Can-One and Can-One International were fixed for clarification/decision on 14 November 2014. Upon further clarification and submission, the Kuala Lumpur High Court allowed Can-One's and Can-One International's striking out applications with costs of RM30,000 each. As a result, the Plaintiff's amended Writ of Summons and amended Statement of Claim have been struck out. This announcement is dated 14 November 2014. | |
BIMB - Changes in Sub. S-hldr's Int. (29B) - Lembaga Tabung Haji
| Company Name | BIMB HOLDINGS BERHAD |
| Stock Name | BIMB |
| Date Announced | 14 Nov 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | BH-141114-4DA7D |
Particulars of substantial Securities Holder
| Name | Lembaga Tabung Haji |
| Address | 201, Jalan Tun Razak, Peti Surat 11025, 50732 Kuala Lumpur. |
| NRIC/Passport No/Company No. | ACT 5351995 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each. |
| Name & address of registered holder | Lembaga Tabung Haji of 201, Jalan Tun Razak, Peti Surat 11025, 50400 Kuala Lumpur. |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Remarks : |
| Form 29B received on 14 November 2014. |
PETGAS - OTHERS EXECUTION OF THE SHAREHOLDERS AGREEMENT BETWEEN PETRONAS GAS BERHAD, DIALOG LNG SDN BHD AND PENGERANG LNG (TWO) SDN BHD (“PARTIES”) FOR THE ESTABLISHMENT OF A JOINT VENTURE COMPANY FOR THE DEVELOPMENT OF A REGASIFICATION TERMINAL LOCATED AT THE PENGERANG DEEP WATER TERMINAL, JOHOR (“RGTP”)
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | PG-141114-A2C5D |
| Type | Announcement |
| Subject | OTHERS |
| Description | EXECUTION OF THE SHAREHOLDERS AGREEMENT BETWEEN PETRONAS GAS BERHAD, DIALOG LNG SDN BHD AND PENGERANG LNG (TWO) SDN BHD (“PARTIES”) FOR THE ESTABLISHMENT OF A JOINT VENTURE COMPANY FOR THE DEVELOPMENT OF A REGASIFICATION TERMINAL LOCATED AT THE PENGERANG DEEP WATER TERMINAL, JOHOR (“RGTP”) |
1. INTRODUCTION Pursuant to Paragraph 9.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of PETRONAS Gas Berhad (“PGB”) wishes to announce that PGB has, on 14 November 2014, entered into a Shareholders Agreement (“SHA”) with Dialog LNG Sdn Bhd (“Dialog LNG”) and Pengerang LNG (Two) Sdn Bhd (“PLNG2”) for the formation of a joint venture company to undertake the development of a regasification terminal to be located at the Pengerang Deep Water Terminal, Johor (“Project”). The estimated project cost of the Project is approximately RM2.7 billion. PLNG2 will be the special purpose vehicle used as the said joint venture company. The parties to the joint venture and their respective shareholding are PGB (65%), Dialog LNG (25%) and State Secretary, Johor (Incorporated) (“SSI”), an investment arm of the State Government of Johor (10%) (collectively referred to as the “Parties”). 2. BACKGROUND ON THE PROJECT PETRONAS is developing an integrated Refinery and Petrochemical Complex (“RAPID”) located within the Pengerang Integrated Complex (“PIC”) in Pengerang, Johor. The RGTP will be located at the Pengerang Deep Water Terminal (“PDWT”) which is also within the PIC. The RGTP will consist of a regasification terminal which will function to receive and store Liquefied Natural Gas (“LNG”) unloaded from LNG carriers into two storage tanks. The LNG is then converted into gaseous form through a regasification process and will be mainly supplied to PIC for their fuel requirement. The gas can also be injected into the Peninsular Gas Utilisation (“PGU”) pipeline system for the purpose of national energy security supply. The RGTP plant nameplate capacity will be 3.5 million metric tonnes per annum (“mtpa”). The business model of RGTP is to provide regasification (throughput) services to PETRONAS and other potential third party customers. The revenue stream is expected to cover capital and operational expenditure for the construction and operations of the facilities. 3. DETAILS OF THE SHA 3.1 Joint Venture Company The SHA is made in the ordinary course of business of PGB and serves to set out respective shareholders’ rights and obligations under the joint venture to be set up for the purpose of constructing, ownership and operations of the RGTP. The Final Investment Decision has been obtained from the respective board of directors of the Parties. PGB’s portion of the project cost is approximately RM2.0 billion. The source of funding for the Project is expected to be funded by a combination of equity and debt from the respective Parties. The Project is expected to commence construction by Quarter Two of 2015 and to achieve commercial operations date by Quarter Four of 2017. 3.2 Salient Terms of the SHA Upon execution of the SHA, the current issued and paid up share capital of PLNG2 of RM300,000 will be increased to RM1.2 million (“Initial Equity Contribution”) and will be held in the following proportions: PETRONAS Gas Berhad (65%) Dialog LNG Sdn Bhd (25%) State Secretary, Johor (Incorporated) (“SSI”) (10%) The above shareholding proportion of PLNG2 is expected to be completed within thirty (30) days from the date of the SHA execution or such other date as may be agreed by the PGB and Dialog LNG. 4. INFORMATION ON DIALOG LNG, PLNG2 AND SSI 4.1 Dialog LNG Dialog is a company incorporated on 7 August 2014 with a current issued and paid up share capital RM200,000 comprising 200,000 ordinary shares of RM1.00 each. Dialog LNG is an indirect wholly owned investment holding company for Dialog Group Berhad’s investment in LNG terminals and other related facilities and services. 4.2 PLNG2 PLNG2 is a company incorporated on 9 April 2012 with a current issued and paid up share capital RM300,000 comprising 300,000 ordinary shares of RM1.00 each. PLNG2 is currently wholly owned by Dialog LNG. 4.3 SSI SSI is a body corporate established under the State Secretary, Johor (Incorporation) Enactment, 1953 and having its office at Aras 3, Bangunan Dato’ Jaafar Muhammad, 79503 Kota Iskandar, Nusajaya, Johor. 5. RATIONALE AND PROSPECTS PGB’s involvement in RGTP is an expansion to the existing PGB regasification business, which will eventually contribute to the growth of PGB’s bottom line. The strategic partnership with Dialog and SSI will provide PGB with the opportunity in the development of the regasification facilities at a strategic location. 6. EFFECTS OF THE SHA The execution of the SHA does not have any effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of PGB for the financial year ending 31 December 2014. It is expected that the Project, once operationalised, will accordingly contribute positively to PGB’s future earnings 7. APPROVALS REQUIRED The SHA does not require the approval of PGB’s shareholders and regulatory authority. 8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the Directors and Major Shareholders of PGB, its subsidiaries and/or persons connected to them, have any interest, direct or indirect, in the SHA. 9. STATEMENT BY THE BOARD OF DIRECTORS The Boards of Directors of PGB, after having taken into consideration the SHA, is of the opinion that this SHA are undertaken in the best interest of PGB. 10. DOCUMENT FOR INSPECTION A copy of the SHA is available for inspection during normal business hours at the registered office of PGB at Tower 1, PETRONAS Twin Towers, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia for a period of fourteen (14) days from the date of this announcement. This announcement is dated 14th November 2014. | |
PETGAS - OTHERS EXECUTION OF THE HEADS OF AGREEMENT BETWEEN PETRONAS GAS BERHAD AND LINDE (M) SDN BHD FOR THE DEVELOPMENT OF AIR SEPARATION UNIT (“ASU”) IN PENGERANG INTEGRATED COMPLEX.
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | PG-141114-ACE65 |
| Type | Announcement |
| Subject | OTHERS |
| Description | EXECUTION OF THE HEADS OF AGREEMENT BETWEEN PETRONAS GAS BERHAD AND LINDE (M) SDN BHD FOR THE DEVELOPMENT OF AIR SEPARATION UNIT (“ASU”) IN PENGERANG INTEGRATED COMPLEX. |
1. INTRODUCTION Pursuant to Paragraph 9.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of PETRONAS Gas Berhad (“PGB”) wishes to announce that PGB had on 14 November 2014, entered into a Heads of Agreement (“HOA”) with Linde (M) Sdn. Bhd. (“Linde”) to pursue possibility of the development of an Air Separation Unit (“ASU”) (“Project’) on a joint venture basis. The Project will consist of two separate trains and other related facilities and will be located in the vicinity of the Pengerang Integrated Complex (“PIC”), Johor. The ASU is used to separate atmospheric air into its primary components, typically nitrogen and oxygen. It is envisaged that the ASU will be the sole utilities facility for the supply of industrial gases mainly gaseous oxygen and gaseous nitrogen to the PIC’s customers. The Project is anticipated to have an equivalent capacity of 1,600 tons per day (“TPD”) oxygen and 1,800 TPD nitrogen generation and is targeted to be in operation by Quarter Four of 2018. 2. INFORMATION ON LINDE Linde is a company incorporated under the Companies Act, 1965 on 30 April 1983 with an authorised share capital of RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each, of which 42,008,003 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activities of Linde is: (a) Manufacturing and distribution of industrial gases, special gases, medical gases, welding equipment and consumables and related products and services; and (b) Installation of gas equipment and pipeline system to the industrial, high tech and medical sectors. 3. SALIENT TERMS OF THE HOA 3.1 Objectives The HOA is made in the ordinary course of business of PGB and serves to set out the understanding between PGB and Linde of the respective shareholders’ rights and obligations under the joint venture, which will be formed only subject to Final Investment Decision (“FID”) obtained from the respective board of directors of the parties. Upon FID being achieved, the parties shall then enter into a definitive Shareholders Agreement (“SHA”). 3.2 Joint Venture Company and Salient Terms of the Definitive SA An announcement regarding the incorporation of a joint venture company and salient terms of the definitive SHA will be made once the definitive SHA has been entered into in due course. 4. EFFECT OF THE HOA The execution of the HOA does not have any effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of PGB for the financial year ending 31 December 2014. 5. APPROVALS REQUIRED The HOA does not require the approval of PGB’s shareholders and regulatory authority. 6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the Directors and Major Shareholders of PGB and/or persons connected to them has any interest, direct or indirect, of the HOA. 7. STATEMENT BY THE BOARD OF DIRECTORS The Boards of Directors of PGB, after having taken into consideration the HOA, is of the opinion that the HOA is undertaken in the best interest of PGB. This announcement is dated 14th November 2014. | |
PETGAS - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RECURRENT RELATED PARTY TRANSACTIONS
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | PG-141114-B6625 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RECURRENT RELATED PARTY TRANSACTIONS |
| Description | EXECUTION OF THE PROJECT MANAGEMENT CONSULTANCY SERVICES AGREEMENT BETWEEN PETRONAS GAS BERHAD AND PETRONAS TECHNICAL SERVICES SDN BHD FOR THE ENGINEERING, PROCUREMENT, CONSTRUCTION & COMMISSIONING OF THE REGASIFICATION TERMINAL PROJECT LOCATED AT THE PENGERANG DEEP WATER TERMINAL, JOHOR (“RGTP”) |
1. INTRODUCTION The RGTP will consist of a regasification terminal which will function to receive and store Liquefied Natural Gas (“LNG”) unloaded from LNG carriers into two storage tanks and subsequently converted into gaseous form through a regasification process. The RGTP is expected to be operationalised by Quarter Four of 2017. The PMCSA is regarded a recurrent related party transaction of a revenue or trading nature which are necessary for the day-to-day operations and is in the ordinary course of business of PGB Group pursuant to Paragraph 10.09 of the Listing Requirements (“RRPT”).
4. RATIONALE The transaction is made in the ordinary course of business and has been established on an arms’ length basis. The PCMSA provides PGB with an opportunity to leverage on PTSSB’s experience and expertise in project management.
7. STATEMENT BY THE BOARD OF DIRECTORS
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PETGAS - OTHERS EXECUTION OF THE ENGINEERING, PROCUREMENT, CONSTRUCTION AND COMMISSIONING (“EPCC”) AGREEMENT FOR THE REGASIFICATION TERMINAL (“RGT”) PROJECT LOCATED AT THE PENGERANG DEEP WATER TERMINAL, JOHOR BY PETRONAS GAS BERHAD TO SAMSUNG-WHESSOE-STS-SCTKL CONSORTIUM.
| Company Name | PETRONAS GAS BERHAD |
| Stock Name | PETGAS |
| Date Announced | 14 Nov 2014 |
| Category | General Announcement |
| Reference No | PG-141114-BC5BD |
| Type | Announcement |
| Subject | OTHERS |
| Description | EXECUTION OF THE ENGINEERING, PROCUREMENT, CONSTRUCTION AND COMMISSIONING (“EPCC”) AGREEMENT FOR THE REGASIFICATION TERMINAL (“RGT”) PROJECT LOCATED AT THE PENGERANG DEEP WATER TERMINAL, JOHOR BY PETRONAS GAS BERHAD TO SAMSUNG-WHESSOE-STS-SCTKL CONSORTIUM. |
Pursuant to Paragraph 9.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of PETRONAS Gas Berhad (“PGB”) wishes to announce that PGB has, on 14 November 2014, entered into the Engineering, Procurement, Construction And Commissioning (“EPCC”) Agreement for the Regasification Terminal (“RGT”) Project at Pengerang, Johor with SAMSUNG C&T CORPORATION, in Consortium with WHESSOE ENGINEERING LTD, SCIENCE-TECH SOLUTIONS SDN BHD and SAMSUNG C&T (KL) SDN BHD, for a value of USD486,666,000.00 (equivalent to approximately RM1.5 billion). The contract period for the EPCC for the RGT Project is for a period of fifty five (55) months, commencing 15 October 2014. The RGT Project will consist of a regasification terminal which will function to receive and store Liquefied Natural Gas (“LNG”) unloaded from LNG carriers into two storage tanks and subsequently converted into gaseous form through a regasification process. The RGT Project is expected to be operationalised by Quarter Four of 2017. None of the Directors and/or major shareholders of PGB and and/or persons connected to them, has any interest, direct or indirect, in the EPCC. The Board of Directors, after having taken into consideration the EPCC, is of the opinion that it is in the best interest of PGB. This announcement is dated 14th of November 2014. | |
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