November 6, 2014

Company announcements: REDTONE, SMRT, GAB, MARCO, SCABLE, BJFOOD, SMPC, WZSATU, GUNUNG

REDTONE - Circular/Notice to Shareholders

Announcement Type: PDF Submission
Company NameREDTONE INTERNATIONAL BERHAD (ACE Market) 
Stock Name REDTONE  
Date Announced6 Nov 2014  
CategoryPDF Submission
Reference NoCK-141105-42848

SubjectSHARE BUY-BACK STATEMENT IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY

Attachments

RIB-2014 SBB statement.pdf
549 KB






SMRT - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Company NameSMRT HOLDINGS BERHAD (ACE Market) 
Stock Name SMRT  
Date Announced6 Nov 2014  
CategoryAdditional Listing Announcement (ALA)
Reference NoCC-141105-0E091

1. Details of Corporate Proposal

Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposalESOS
Details of corporate proposalEmployee Share Option Scheme of up to 20% of the issued and paid-up share capital of SMRT at any point in time for the Eligible Employees of the SMRT Group in accordance with the provisions of the By-Laws
No. of shares issued under this corporate proposal20,000
Issue price per share ($$)MYR 0.243
Par Value ($$)MYR 0.100
Latest issued and paid up share capital after the above corporate proposal in the following
Units232,637,187
CurrencyMYR 23,263,718.700
Listing Date07/11/2014


GAB - Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

Announcement Type: PDF Submission
Company NameGUINNESS ANCHOR BERHAD  
Stock Name GAB  
Date Announced6 Nov 2014  
CategoryPDF Submission
Reference NoGA-141106-99DD5

SubjectProposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature

Attachments

Circular RRPT (Final).pdf
70 KB






MARCO - Change in Boardroom (Amended Announcement)

Announcement Type: Change in Boardroom
Company NameMARCO HOLDINGS BERHAD  
Stock Name MARCO  
Date Announced6 Nov 2014  
CategoryChange in Boardroom
Reference NoCQ-141106-63009

Date of change01/11/2014
NameAminuddin Yusof Lana
Age65
NationalityMalaysian
Type of changeAppointment
DesignationNon-Executive Director
DirectorateIndependent & Non Executive
QualificationsEn Aminuddin holds a Bachelor of Commerce and Administration Degree from Victoria University of Wellington, New Zealand. He is a Chartered Accountant of the New Zealand Society of Accountants and an Associate member of the Institute of Chartered Secretaries and Administrators of London and Wales.  
Working experience and occupation He had previously served as Director and later Managing Director of Renong Berhad from 1990 to 1994 and as Director and Group Managing Director of Faber Group Berhad from 1990 to 1994. He was the Managing Director of Metacorp Berhad from 1995 to 1996. He was also the Managing Director of UEM Builders Berhad from 2000 to 2003.  
Directorship of public companies (if any)1. Goh Ban Huat Berhad
2. PDZ Holdings Bhd 
Family relationship with any director and/or major shareholder of the listed issuerNone 
Any conflict of interests that he/she has with the listed issuerNone 
Details of any interest in the securities of the listed issuer or its subsidiariesNone 

Remarks :
Gender-Male

This amended announcement serves to inform that we have inserted the remark of "Gender-Male" above.

c.c. : Securities Commission


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

Announcement Type: General Announcement
Company NameSARAWAK CABLE BERHAD  
Stock Name SCABLE  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoSC-141106-41708

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionSARAWAK CABLE BERHAD ("SCB" OR "the Company")PROPOSED SHAREHOLDER MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

On 21 October 2014, Kenanga Investment Bank Berhad announced on behalf of the Board of Directors of SCB ("Board") that the Company had entered into a conditional share purchase agreement ("SPA") with HNG Capital Sdn Bhd ("HNG") to acquire 100% equity interest in Universal Cable (M) Berhad ("UCMB") and Leader Cable Industry Berhad ("LCIB") (collectively the "Target Companies") from HNG for a purchase consideration of RM210,000,000 to be satisfied via cash payment of RM110,324,320, assumption of liabilities of RM49,600,000 and the issuance of 37,600,000 new ordinary shares of rm1.00 each ("Share(s)") in SCB at an issue price of RM1.3318 per SCB Share (“Proposed Acquisitions”).

The Proposed Acquisitions are expected to be completed in December 2014. Upon completion of the Proposed Acquisitions, the Target Companies will become wholly owned subsidiaries of SCB. Accordingly, any RRPT entered into by the Target Companies from the date of completion of the SPA ("Completion Date") will be subject to the requirements of Paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements").

Accordingly, the Board wishes to announce that the Board had on 6 November 2014 proposed to seek shareholders' approval for shareholder mandate to allow the Target Companies to enter into the RRPT from the Completion Date (the "Proposed Shareholder Mandate"). The Proposed Shareholder Mandate shall, in accordance with the Listing Requirements, lapse at the conclusion of the next Annual General Meeting ("AGM") of SCB (being the 17th AGM), which will be held on or before June 2015, unless by an ordinary resolution passed at the 17th AGM, the Proposed Shareholder Mandate is renewed.

A draft circular to shareholders of SCB in relation to the above is currently being prepared and will be despatched to shareholders on a later date.

This announcement is dated 6 November 2014.

 



BJFOOD - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Company NameBERJAYA FOOD BERHAD  
Stock Name BJFOOD  
Date Announced6 Nov 2014  
CategoryAdditional Listing Announcement (ALA)
Reference NoBF-141105-1ACCD

1. Details of Corporate Proposal

Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposalOthers
Details of corporate proposalExercise of Warrants
No. of shares issued under this corporate proposal47,900
Issue price per share ($$)MYR 0.700
Par Value ($$)MYR 0.500
Latest issued and paid up share capital after the above corporate proposal in the following
Units313,175,820
CurrencyMYR 156,587,910.000
Listing Date07/11/2014


SMPC - Circular/Notice to Shareholders

Announcement Type: PDF Submission
Company NameSMPC CORPORATION BHD  
Stock Name SMPC  
Date Announced6 Nov 2014  
CategoryPDF Submission
Reference NoMM-141106-39735

SubjectNOTICE TO WARRANT HOLDERS IN RELATION TO THE ADJUSTMENT TO THE NUMBER OF THE OUTSTANDING 20,338,186 WARRANTS 2012/2022 OF SMPC IN ACCORDANCE WITH THE PROVISIONS OF THE DEED POLL DATED 28 MARCH 2012 CONSEQUENT TO THE RENOUNCEABLE TWO-CALL RIGHTS ISSUE OF UP TO 300,410,014 NEW ORDINARY SHARES OF RM1.00 EACH IN SMPC (“SMPC SHARE(S)”) (“RIGHTS SHARE(S)”) TOGETHER WITH UP TO 150,205,007 FREE NEW DETACHABLE WARRANTS (“WARRANTS C”) AT AN ISSUE PRICE OF RM1.00 PER RIGHTS SHARE ON THE BASIS OF TWO (2) RIGHTS SHARES TOGETHER WITH ONE (1) WARRANT C FOR EVERY TWO (2) EXISTING SMPC SHARES HELD AT 5.00 P.M. ON 27 OCTOBER 2014, OF WHICH THE FIRST CALL OF RM0.90 WILL BE PAYABLE IN CASH ON APPLICATION AND THE SECOND CALL OF RM0.10 IS TO BE CAPITALISED FROM THE COMPANY’S RESERVES


WZSATU - Annual Audited Accounts - 31 August 2014

Announcement Type: PDF Submission
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced6 Nov 2014  
CategoryPDF Submission
Reference NoCS-141106-40766

SubjectAnnual Audited Accounts - 31 August 2014

Attachments

WZ Satu - part 1.pdf
1377 KB




WZ Satu - part 2.pdf
827 KB






WZSATU - OTHERS WZ SATU BERHAD (“WZ SATU” OR THE “COMPANY”) HEADS OF AGREEMENT ENTERED INTO BETWEEN WZ SATU, KHAIRUL ANUAR BIN MOHD NOR, DATO’ LEOM JOO DECK, CHEONG CHENG KEE AND WONG KA TIANG

Announcement Type: General Announcement
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced6 Nov 2014  
CategoryGeneral Announcement
Reference NoML-141105-65900

TypeAnnouncement
SubjectOTHERS
DescriptionWZ SATU BERHAD (“WZ SATU” OR THE “COMPANY”)

HEADS OF AGREEMENT ENTERED INTO BETWEEN WZ SATU, KHAIRUL ANUAR BIN MOHD NOR, DATO’ LEOM JOO DECK, CHEONG CHENG KEE AND WONG KA TIANG

On behalf of the Board of Directors of WZ Satu, Hong Leong Investment Bank Berhad wishes to announce that the Company had, on 6 November 2014, entered into a heads of agreement (“HOA”) with Khairul Anuar bin Mohd Nor, Dato’ Leom Joo Deck, Cheong Cheng Kee and Wong Ka Tiang (collectively referred to as the “Vendors”) to acquire 1,500,000 ordinary shares of RM1.00 each in UBF Maintenance Sdn Bhd (“UBF”) (“Sale Shares”) representing 100% equity interest in UBF for a purchase consideration of RM79.0 million (“Proposed Acquisition”).

The salient terms of the HOA are as follows:

  1. Purchase consideration

The purchase consideration of RM79,000,000.00 shall be satisfied by payment of a sum of RM39,499,997.98 in cash and the balance of RM39,500,002.02 shall be satisfied by the issuance of 17,477,877 new ordinary shares of RM0.50 each in WZ Satu (“WZ Satu Shares”) (“Consideration Shares”) at an issue price of RM2.26 per Consideration Share (“Issue Price”).

The Issue Price represents the ex-Warrants price (as set out in the Circular dated 15 September 2014) based on the 1-month volume-weighted average market price of the WZ Satu Shares up to and including 5 November 2014 of RM2.26. The Issue Price and the number of Consideration Shares to be issued is subject to adjustments in the event of any pro rata issuance of WZ Satu Shares and/or options for WZ Satu Shares by the Company prior to the allotment of the Consideration Shares.

  1. Profit guarantee

The parties agree that they shall proceed to negotiate the terms and conditions of a profit guarantee, which shall contain provisions and terms and conditions acceptable to the parties governing their respective obligations including, without limitation, the following:

  1. The Vendors shall, jointly and severally, undertake and guarantee to the Purchaser that the Company shall achieve an aggregate audited profit after tax and minority interests (“PATMI”) of not less than RM34.5 million (“Guarantee Amount”) during the period commencing from 1 September 2015 and ending on 31 August 2018 (both dates inclusive) (“Guarantee Period”).
  2. In connection with the profit guarantee, the Vendors shall pledge and deposit in escrow the Consideration Shares that they shall receive upon the completion of the Proposed Acquisition of the Sale Shares together with any new securities of any type (whether convertible or otherwise) and rights over new securities of any type (whether convertible or otherwise) issued or to be issued and/or accruing from time to time by way of rights, bonus and/or entitlement in, deriving from or attributable to the Consideration Shares (“Deposited Securities”) into Central Depository System account(s) held by a stakeholder to be mutually appointed by WZ Satu and the Vendors (“Stakeholders”).
  3. In the event that the actual aggregate PATMI achieved by the Company during the Guarantee Period (“Actual Aggregate PATMI”) is less than the Guarantee Amount, the Vendors shall pay to WZ Satu the difference between the Guarantee Amount and Actual Aggregate PATMI (“Shortfall”) in cash upon the expiry of the Guarantee Period within 30 days from the date of written demand by WZ Satu. In the event the Vendors fail to pay the Shortfall within the said 30 days period, such number of the Deposited Securities equivalent in value to the Shortfall shall be disposed of by the Stakeholders, and an amount representing the Shortfall shall be deducted from the proceeds of the disposal of the Deposited Securities and paid to WZ Satu. Upon payment of the Shortfall, the balance of the proceeds held by the Stakeholders, after deducting all costs, charges and expenses incurred by the Stakeholders in connection with the disposal of the Deposited Securities shall be released to the Vendors.
  1. Duration of HOA

The parties shall negotiate in good faith and execute the share sale agreement to be entered into by the Vendors and WZ Satu in respect of the Sale Shares, the profit guarantee and any other agreements to be entered into between the Vendors and WZ Satu (as applicable) (“Definitive Agreement(s)”) within 60 days following the date of the HOA or such extended date as the parties may mutually agree upon (“Expiry Date”).

If the Definitive Agreement(s) are not executed by the Expiry Date, the HOA shall terminate. Upon termination of the HOA, no party shall have any continuing obligation as provided in the HOA to the other save for any antecedent breaches or outstanding obligations as provided in the HOA.

  1. Exclusivity

The purpose of the HOA is to finalise the terms and conditions of the Proposed Acquisition and for the Company and the Vendors to negotiate with each other exclusively concerning the Proposed Acquisition.

UBF principally carries on business as a general and maintenance contractor for upstream and downstream oil and gas companies, including providing services such as turnaround maintenance services, surface preparation and painting services, as well as the engineering, procurement, construction and commissioning of mechanical, piping, steel structural and civil works.

A detailed announcement will be made once the Definitive Agreement(s) for the Proposed Acquisition have been signed.

The HOA will be available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur for a period of 3 months from the date of this announcement.

This announcement is dated 6 November 2014.



GUNUNG - Changes in Sub. S-hldr's Int. (29B) - OOI HOCK LAI

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGUNUNG CAPITAL BERHAD  
Stock Name GUNUNG  
Date Announced6 Nov 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCG-141106-8763A

Particulars of substantial Securities Holder

NameOOI HOCK LAI
AddressNO. 10 JALAN SERI PETALING 3
TAMAN SERI PETALING, 57000
KUALA LUMPUR
NRIC/Passport No/Company No.530614-08-5853
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.40 EACH
Name & address of registered holder1) Alliance Group Nominees (Tempatan) Sdn Bhd
(Pledged Securities : Ooi Hock Lai)
17th Floor, Menara Multi-Purpose, Capital Square
No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur
4,000,000 ordinary shares

2) Public Nominees (Tempatan) Sdn Bhd
(Pledged Securities : Ooi Hock Lai)
P.O.Box 11167, 50738 Kuala Lumpur
3,512,000 ordinary shares

3) Alliance Group Nominees (Tempatan) Sdn Bhd
(Pledged Securities : Ooi Hock Lai)
17th Floor, Menara Multi-Purpose, Capital Square
No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur
725,000 ordinary shares

4) RHB Capital Nominees (Tempatan) Sdn Bhd
(Pledged Securities : Ooi Hock Lai)
10th Floor, Plaza OSK, Jalan Ampng
50450 Kuala Lumpur
3,200,000 ordinary shares

4) Ooi Hock Lai
No. 10 Jalan Seri Petaling 3
Taman Seri Petaling, 57000
Kuala Lumpur
866,000 ordinary shares

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired29/10/2014
5,000
 
Acquired30/10/2014
7,000
 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect Interest
Direct (units)12,303,000 
Direct (%)8.68 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change12,303,000
Date of notice05/11/2014


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