November 6, 2014

Company announcements: MEGB, EITA, SUNWAY, PARKSON, LBS, PETGAS, UNIMECH, NICE, MINETEC

MEGB - OTHERS MASTERSKILL EDUCATION GROUP BERHAD ("MEGB" OR "THE COMPANY") PROPOSED DISPOSAL BY MASTERSKILL (M) SDN BHD (“MS”), THE WHOLLY OWNED SUBSIDARY OF MEGB OF ITS OPERATING PROPERTY ASSETS IN CHERAS, KOTA KINABALU, KUCHING AND PASIR GUDANG (COLLECTIVELY REFERRED TO AS "PROPERTIES 1") TO SIVA KUMAR A/L M. JEYAPALAN OR HIS NOMINATED COMPANY (“SK”) FOR A SALE CONSIDERATION OF APPROXIMATELY RM75.00 MILLION SUBJECT TO INDEPENDENT VALUATION ("PROPOSED DISPOSAL 1") TO BE PAID IN CASH; PROPOSED LEASEBACK BY MS OF OPERATING PROPERTIES FROM SK FOR A PERIOD OF TEN (10) YEARS FROM THE COMPLETION DATE, EXTENDABLE AT MEGB'S OPTION FOR A FURTHER PERIOD OF FIVE (5) YEARS ("PROPOSED LEASEBACK"); PROPOSED DISPOSAL BY MS ITS NON OPERATING PROPERTY ASSETS IN PETALING JAYA, KOTA KINABALU AND KOTA BHARU (COLLECTIVELY REFERRED TO AS "PROPERTIES 2") ("PROPOSED DISPOSAL 2") TO BE SETTLED IN CASH; AND PROPOSED EMPLOYEES’ SHARE OPTION SCHEME TO EMPLOYEES AND EXECUTIVE DIRECTORS OF UP TO 10% OF THE PAID UP CAPITAL ("ESOS")

Announcement Type: General Announcement
Company NameMASTERSKILL EDUCATION GROUP BERHAD  
Stock Name MEGB  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoCM-141106-57098

TypeAnnouncement
SubjectOTHERS
DescriptionMASTERSKILL EDUCATION GROUP BERHAD ("MEGB" OR "THE COMPANY")
PROPOSED DISPOSAL BY MASTERSKILL (M) SDN BHD (“MS”), THE WHOLLY OWNED SUBSIDARY OF MEGB OF ITS OPERATING PROPERTY ASSETS IN CHERAS, KOTA KINABALU, KUCHING AND PASIR GUDANG (COLLECTIVELY REFERRED TO AS "PROPERTIES 1") TO SIVA KUMAR A/L M. JEYAPALAN OR HIS NOMINATED COMPANY (“SK”) FOR A SALE CONSIDERATION OF APPROXIMATELY RM75.00 MILLION SUBJECT TO INDEPENDENT VALUATION ("PROPOSED DISPOSAL 1") TO BE PAID IN CASH;

PROPOSED LEASEBACK BY MS OF OPERATING PROPERTIES FROM SK FOR A PERIOD OF TEN (10) YEARS FROM THE COMPLETION DATE, EXTENDABLE AT MEGB'S OPTION FOR A FURTHER PERIOD OF FIVE (5) YEARS ("PROPOSED LEASEBACK");

PROPOSED DISPOSAL BY MS ITS NON OPERATING PROPERTY ASSETS IN PETALING JAYA, KOTA KINABALU AND KOTA BHARU (COLLECTIVELY REFERRED TO AS "PROPERTIES 2") ("PROPOSED DISPOSAL 2") TO BE SETTLED IN CASH; AND

PROPOSED EMPLOYEES’ SHARE OPTION SCHEME TO EMPLOYEES AND EXECUTIVE DIRECTORS OF UP TO 10% OF THE PAID UP CAPITAL ("ESOS")

The Board of Directors ("the Board") of the MEGB wishes to announce that the Board had considered and approved an asset light strategy involving the sale and leaseback of properties of the Group and ESOS as described in Annexure A.

The Board had considered an indicative offer from Mr. Siva Kumar A/L M. Jeyapalan, the Executive Chairman and Major Shareholder of the Company who had disclosed the Proposed Disposal 1 and Proposed Leaseback as attached in Annexure A and had accepted the said offer subject to independent valuation and the shareholders’ approval.

(hereinafter collectively called "the Proposed Corporate Exercise").

The Board further wishes to announce that an independent valuer, principal and independent advisers will be appointed for the Proposed Corporate Exercise.

The other proposal considered by the Board as stated in Annexure A is Proposed Disposal 2 would also be subjected to shareholder’s approval, if required.

The above are subject to the formalisation of the respective definitive agreements and further announcements would be made to Bursa Malaysia Securities Berhad pursuant to Chapter 10 of the Main Market Listing Requirements upon the execution of the relevant agreements.

Director’s and major shareholder’s interest

Mr. Siva Kumar A/L M. Jeyapalan is the Executive Chairman and Major Shareholder of the Company. Hence, he is deemed interested in the said Proposed Disposal 1 and Proposed Leaseback stated. He has abstained and will continue to abstain from all Board and shareholders’ deliberations in respect of the said relevant proposals.

The interested director and interested major shareholder's direct shareholdings in MEGB as at 6 November 2014 is as set out in the table below.

http://announcements.bursamalaysia.com/EDMS/annweb.nsf/65c750924275009c482579a70037d51e/07563023b6a0d0024825735900281356/GA_Contents/0.C86?OpenElement&FieldElemFormat=gifName

Direct

http://announcements.bursamalaysia.com/icons/ecblank.gif

http://announcements.bursamalaysia.com/EDMS/annweb.nsf/65c750924275009c482579a70037d51e/07563023b6a0d0024825735900281356/GA_Contents/0.1538?OpenElement&FieldElemFormat=gif

No. of Shares

%

Mr. Siva Kumar A/L M. Jeyapalan

123,656,700

32.88

Save as disclosed no other Directors and/or Major Shareholders of MEGB and/or persons connected with him has any interest, whether directly or indirectly, in Proposed Disposal 1 and 2 and Proposed Leaseback.

This announcement is dated 6 November 2014.

Attachments

Annex A.doc
48 KB



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

Announcement Type: General Announcement
Company NameEITA RESOURCES BERHAD  
Stock Name EITA  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoCM-141106-34DB8

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionWe wish to announce that the Company has received notification from a Director of the Company, Mr. Lim Joo Swee, of his intention to deal in the securities of the Company during the closed period.

Mr. Lim Joo Swee’s direct and indirect shareholdings in the Company as at 6 November 2014 are as set out in the table hereunder.

This announcement is dated 6 November 2014.

Description of Securities

No. of shares held

(Direct)

% of Shares

No. of shares held

(Indirect)

% of shares

Ordinary shares of RM0.50 each

1,681,241

1.29

18,511,853*

14.24

* Deemed interested by virtue of the shares held by my spouse, Madam Goh Kin Bee and both my and my spouse’s shareholdings in Jasa Simbolik Sdn. Bhd. pursuant to Section 6A of the Companies Act, 1965.



SUNWAY - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameSUNWAY BERHAD  
Stock Name SUNWAY  
Date Announced6 Nov 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoSS-141106-5AE86

Date of buy back06/11/2014
Description of shares purchasedOrdinary shares of RM1.00 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)1,917,800
Minimum price paid for each share purchased ($$)3.150
Maximum price paid for each share purchased ($$)3.200
Total consideration paid ($$)6,124,715.84
Number of shares purchased retained in treasury (units)1,917,800
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)7,511,800
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 (%)0.435


PARKSON - OTHERS Incorporation of a wholly-owned Subsidiary

Announcement Type: General Announcement
Company NamePARKSON HOLDINGS BERHAD  
Stock Name PARKSON  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoPH-141106-64361

TypeAnnouncement
SubjectOTHERS
DescriptionIncorporation of a wholly-owned Subsidiary

The Board of Directors of Parkson Holdings Berhad (the “Company”) wishes to announce that Parkson Branding Sdn Bhd, a wholly-owned subsidiary of the Company, had on 6 November 2014 incorporated a wholly-owned subsidiary in Labuan, Parkson Branding (L) Limited (“Parkson Branding (L)”) with an issued and paid-up capital of USD1.00 comprising 1 ordinary share.

Parkson Branding (L) will be principally involved in trading and marketing of fashionable goods.

The incorporation of Parkson Branding (L) does not have a material impact on the earnings of the Group for the financial year ending 30 June 2015 and the net assets of the Group based on the audited consolidated statement of financial position as at 30 June 2014.



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

Announcement Type: General Announcement
Company NameLBS BINA GROUP BERHAD  
Stock Name LBS  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoLB-141106-8E734

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionLETTER OF AWARD TOTALLING RM35.9 MILLION TO VINTAGE TILES INDUSTRIES SDN. BHD., A SUBSIDIARY OF ML GLOBAL BERHAD (FORMERLY KNOWN AS VTI VINTAGE BERHAD) IN RELATION TO BUILDING AND INFRASTRUCTURE WORKS

1. Introduction

 

The Board of LBS Bina Group Berhad (“LBGB” or “Company”) wishes to inform that its indirect wholly-owned subsidiary, Inderaloka Impian Sdn Bhd (“IISB”) has on 6 November 2014 awarded contract on building and infrastructure works for the commercial development project comprising 121 units of shop office known as Sinaran Mahkota on Lot 131596, Bandar Indera Mahkota, Mukim Kuala Kuantan, Daerah Kuantan, Pahang Darul Makmur (“Contract”) to Vintage Tiles Industries Sdn Bhd of 3A-A, 4th Floor, Wisma 1 Alliance, No. 1, Lorong Kasawari 4B, Taman Eng Ann, 41150 Klang, Selangor Darul Ehsan (“VTISB”) for a total contract sum of RM35,901,144.00 (Ringgit Malaysia Thirty Five Million Nine Hundred and One Thousand One Hundred and Forty Four) only subject to the terms and conditions as stipulated in the Letter of Award dated 6 November 2014 (hereinafter referred to as “Award/Contract”).

 

2. Information on IISB

 

IISB was incorporated in Malaysia on 6 July 1985 as a private limited company and is having its authorized share capital of RM500,000.00 divided into 500,000 ordinary shares of RM1.00 each of which 250,000 ordinary shares have been issued and fully paid-up.

 

IISB, an indirect wholly-owned subsidiary of the Company, is principally engaged in property development.

 

3. Information on VTISB

 

VTISB, a private limited company incorporated in Malaysia on 2 December 1995 and currently is having its issued and paid-up of RM150,000,000.00 comprising 150,000,000 ordinary shares of RM1.00 each. VTISB is a wholly-owned subsidiary of ML Global Berhad (formerly known as VTI Vintage Berhad) (“ML Global”), which in turn is an associate company of LBGB. The principle activities of VTISB is manufacturing and trading of roof tiles and construction works.

 

4. Salient terms of the Award


The salient terms of the Award are as follows:-

 

a. The Contract is a fixed price contract with no provision for price fluctuation.

b. The duration of Contract is 18 months from 7 November 2014.

c. The Defects Liability Period shall be twenty four (24) months from the Date of Practical Completion.

d. The Liquidated Damages for delay in completion of the works under the Contract shall be imposed at a rate of RM3,000.00 per calendar day.

e. VTISB shall provide IISB Performance Bond equivalent to five (5%) percent of Contract sum and insurance policy with coverage for the whole Contract duration including 24 months defect liability period.

 

5. Rationale for the Award

 

After due consideration, through the tender process, the Award was granted to VTISB in view of its lowest price offered and its experience and resources to undertake the project.

 

6. Financial Effects

 

(a) Issued and Paid-up Capital and Substantial Shareholders’ Shareholdings

The Contract will not have any effect on the issued and paid-up share capital of the Company as well as its substantial shareholder and their shareholdings.

 

(b) Net Assets (“NA”), Gearing and Earnings

The Contract is not expected to have any material impact on the NA, Gearing and Earnings of the Group for the financial year ending 31 December 2014.

 

7. Directors’ and Substantial Shareholders’ Interest

 

Dato’ Sri Lim Hock San, JP and Datuk Wira Lim Hock Guan, JP who are respectively Managing Director and Executive Director of LBGB and Major Shareholders of LBGB, are also Non-Executive Directors and Major Shareholders of ML Global.

 

Mr. Lim Kim Hoe who is the Son of Dato’ Sri Lim Hock San, JP is also an Executive Director of ML Global.

 

Accordingly, Dato’ Sri Lim Hock San, JP and Datuk Wira Lim Hock Guan, JP have abstained and will continue to abstain from all deliberations and voting in respect of the Award.

 

Save as disclosed above, none of the Directors or substantial shareholders of LBGB or persons connected with them has any interest, direct or indirect, in the Award.

 

8. Approval Required and Percentage Ratio Applicable

 

The Award is not subject to the approval of LBGB’s shareholders. However, it is subject to, inter alia, all Addendum issued, Form of Tender and the PAM Agreement of Building Contract Edition 2006 (Private Edition With Quantities).

 

The highest percentage ratio pursuant to paragraph 10.02(g) of the Main Market Listing Requirements (“LR”) of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) for this Award is 4.1%. This announcement is made pursuant to Paragraph 10.08 of the LR of Bursa Malaysia.

 

9. Statement by Directors

 

After having considered all aspects of the Contract, the Board of Directors of LBGB (save for Dato’ Sri Lim Hock San, JP and Datuk Wira Lim Hock Guan JP) is of the opinion that the Award is fair, reasonable and in the best interest of LBGB Group.

 

10. Documents Available for Inspection


Copy of the Letter of Award is available for inspection at the Registered Office of LBGB at Plaza Seri Setia, Level 1-4, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor during normal office hour from Monday to Friday (except for public holidays) for a period of three (3) months from the date of this announcement.

 

 

This announcement is dated 6 November 2014.



PETGAS - 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 NamePETRONAS GAS BERHAD  
Stock Name PETGAS  
Date Announced6 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-141106-7E12F

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 incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
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)
Acquired03/11/2014
461,800
 

Circumstances by reason of which change has occurred1.Purchase of shares in the open market.
Nature of interestDirect
Direct (units)241,033,500 
Direct (%)12.16 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change241,033,500
Date of notice04/11/2014

Remarks :
The direct interest of 241,033,500 shares comprising:

a) 231,998,800 shares held by Citigroup Nominees(Tempatan) Sdn. Bhd;

b) 1,497,600 shares held EPF Board;

c) 155,500 shares held by Employees Provident Fund Board (KIB);

d) 129,200 shares held by Employees Provident Fund Board (RHB INV);

e) 1,022,100 shares held by Employees Provident Fund Board (AM INV);

f) 5,805,300 shares held by Employees Provident Fund Board (NOMURA);

g) 425,000 shares held by Employees Provident Fund Board (ARIM);

Received Form 29B on 6 November 2014


PETGAS - 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 NamePETRONAS GAS BERHAD  
Stock Name PETGAS  
Date Announced6 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-141106-9CB5B

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 incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
Name & address of registered holderKumpulan Wang Persaraan (Diperbadankan)
Aras 4, 5 & 6, Menara Yayasan Tun Razak
200, Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed31/10/2014
200,000
 

Circumstances by reason of which change has occurred1.Disposal of share in open market by KWAP
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change105,880,600
Date of notice06/11/2014

Remarks :
Received Form 29B on 6 November 2014


UNIMECH - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameUNIMECH GROUP BERHAD  
Stock Name UNIMECH  
Date Announced6 Nov 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoUG-141106-64164

Date of buy back06/11/2014
Description of shares purchasedOrdinary Shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)12,000
Minimum price paid for each share purchased ($$)1.580
Maximum price paid for each share purchased ($$)1.580
Total consideration paid ($$)19,098.45
Number of shares purchased retained in treasury (units)12,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)8,640,266
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 (%)0.01

Remarks :
The total amount paid for the shares purchased is inclusive of brokerage, clearing house fee and stamp duty.


NICE - PRACTICE NOTE 1 / GUIDANCE NOTE 5:MONTHLY ANNOUNCEMENT

Announcement Type: General Announcement
Company NameNICHE CAPITAL EMAS HOLDINGS BERHAD  
Stock Name NICE  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoCC-141105-6715F

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
MONTHLY ANNOUNCEMENT
DescriptionMonthly Announcement On The Status Of Default In Payments Pursuant To Practice Note 1 (“PN1”) Of The Main Market Listing Requirements (“MMLR”) Of Bursa Malaysia Securities Berhad

Further to the announcement on 7 October 2014, the Board of Directors of the Company wishes to announce that there has been no material development on the Default status as previously announced.

This announcement is dated 6 November 2014.



MINETEC - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameMINETECH RESOURCES BERHAD  
Stock Name MINETEC  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoOS-141106-53574

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionMINETECH RESOURCES BERHAD (“MRB” OR THE “COMPANY”)

RENOUNCEABLE RIGHTS ISSUE OF UP TO 332,689,500 NEW ORDINARY SHARES OF RM0.15 EACH IN MRB (“MRB SHARES”) (“RIGHTS SHARES”) TOGETHER WITH UP TO 332,689,500 FREE DETACHABLE WARRANTS (“WARRANTS”) ON THE BASIS OF ONE (1) RIGHTS SHARE TOGETHER WITH ONE (1) WARRANT FOR EVERY ONE (1) EXISTING MRB SHARE HELD AS AT 5.00 P.M. ON 7 NOVEMBER 2014 (“RIGHTS ISSUE OF SHARES WITH WARRANTS”)

We refer to our announcements dated 18 June 2014, 23 June 2014, 8 July 2014, 14 July 2014, 16 July 2014, 7 August 2014 and 24 October 2014 in relation to, amongst others, the Rights Issue of Shares with Warrants (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board, TA Securities wishes to announce that the abridged prospectus in relation to the Rights Issue of Shares with Warrants, together with the notice of provisional allotment and rights subscription form, have been duly registered with the Securities Commission Malaysia and lodged with the Registrar of Companies on 5 November 2014 and 6 November 2014, respectively.

This announcement is dated 6 November 2014.



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