March 5, 2015

Company announcements: DAYA, SUMATEC, IGB, KULIM, YNHPROP, HLIND, MULPHA, SIME, DNEX, TONGHER

DAYA - MEMORANDUM OF UNDERSTANDING

Announcement Type: General Announcement
Company NameDAYA MATERIALS BERHAD  
Stock Name DAYA  
Date Announced5 Mar 2015  
CategoryGeneral Announcement
Reference NoCC-150305-3C953

TypeAnnouncement
SubjectMEMORANDUM OF UNDERSTANDING
DescriptionDAYA MATERIALS BERHAD (“DMB”)

MEMORANDUM OF UNDERSTANDING (“MOU") BETWEEN DAYA OFFSHORE CONSTRUCTION SDN BHD (“DOCSB”), A WHOLLY- OWNED SUBSIDIARY OF DMB AND CARACAL OIL & GAS SERVICES LIMITED (“CARACAL”)

Further to our announcements dated 6 June 2014, 5 September 2014 and 5 December 2014 in relation to the Memorandum of Understanding (“MOU”) entered into between DOCSB and Caracal, the Board of Directors of DMB wishes to announce that the status of the MOU remains unchanged as of to-date.

 

The Board of Directors of DMB will make the necessary announcements as per the Main Market Listing Requirements of Bursa Malaysia Securities Berhad upon finalisation of the proposals as stated in the Company’s announcements dated 6 June 2014, 5 September 2014 and 5 December 2014.

 

This announcement is dated 5 March 2015.



SUMATEC - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameSUMATEC RESOURCES BERHAD  
Stock Name SUMATEC  
Date Announced5 Mar 2015  
CategoryGeneral Announcement
Reference NoOS-150305-4ED4B

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionSUMATEC RESOURCES BERHAD (“SUMATEC” OR THE “COMPANY”)

• PROPOSED ACQUISITION;
• PROPOSED RIGHTS ISSUE WITH WARRANTS;
• PROPOSED IASC; AND
• PROPOSED AMENDMENTS

(COLLECTIVELY, THE “PROPOSALS”)

(The exchange rate of USD1.00:RM3.50 is used throughout this announcement for illustration purpose)
(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the announcements dated 28 August 2014, 8 September 2014 and 9 January 2015 in relation to the Proposals)

1. INTRODUCTION

Reference is made to the Company’s announcements dated 28 August 2014, 8 September 2014 and 9 January 2015 in relation to the Proposals.

The Vendors have informed Sumatec that certain conditions precedent of the SPA relating to the settlement of all indebtedness of BORNEO and/or Buzachi Neft and the transfer of the participating interests in Buzachi Neft to BORNEO will not be fulfilled prior to the Completion Date (collectively, the “Affected Conditions Precedent”), and that the Affected Conditions Precedents can only be fulfilled on the completion date of the Proposed Acquisition. The Vendors have further requested for a partial payment of the balance cash payment to assist the Vendors in fulfilling the Affected Conditions Precedent including the completion of the transfer of the participating interests in Buzachi Neft to BORNEO.

In view of the above, Sumatec and the Vendors have on 5 March 2015 entered into a second supplemental SPA (“Second Supplemental SPA”) to vary certain terms and conditions of the SPA in order to facilitate the Vendors’ request (“Variations”).


2. DETAILS OF THE VARIATIONS

The Variations principally involves the amendment of the payment structure for the cash portion of the Purchase Price amounting to USD210,000,000 (“Cash Portion”) as follows:-      

 

 

No.
 

As per the SPA and Supplemental SPA

 
 

As varied by the Second Supplemental SPA

 
 

(i)

 
 

USD30,000,000 on or by the 7th Business Day following the date of the SPA, to the Vendors, as refundable earnest deposit, subject to the Vendors’ delivery of a guarantee issued in favour of Sumatec by a third party and on terms acceptable to Sumatec no later than three (3) Business Days from the date of the SPA

 
 

No changes

 
 

(ii)

 
 

The balance cash payment of USD180,000,000 to be paid on the Completion Date

 

 

 
 

(a) a sum of up to USD75,000,000, the exact amount of which shall be equivalent to the total amount of Indebtedness (as defined below) to be deposited into an escrow account, as first partial payment of the Cash Portion of the Purchase Price due to one of the Vendors, Dr Murat Safin (“First Payment”), within seven (7) days from the date of the fulfilment of the conditions precedent to the SPA as amended by the Second Supplemental SPA, to a Stakeholder (as defined below); and

 

(b) the balance of the Cash Portion after deducting the amounts of the Deposit and the First Payment on the Completion Date (“Balance Cash Payment”).

 

For the purpose of (a) above, Indebtedness refers to any borrowings, trade payables, tax liabilities or otherwise owing by BORNEO and/or Buzachi Neft to any person as certified by Sumatec’s consultants.

 

 

 

The First Payment is to be paid to a stakeholder to be appointed by the Board of Directors of Sumatec (“Stakeholder”) within seven (7) days of fulfilment of all the conditions precedent in the SPA (as amended by the Second Supplemental SPA) save and except for the condition precedent relating to the transfer of the participating interests in Buzachi Neft to BORNEO. After the First Payment is paid to the Stakeholder, the Vendors shall procure the transfer of the participating interests in Buzachi Neft to BORNEO and thereafter, the First Payment shall be released by the Stakeholder to settle the Indebtedness. Upon fulfilment of the Affected Conditions Precedents, the Vendors and Sumatec will proceed to complete the Proposed Acquisition.

In the event that the transfer of the participating interests in Buzachi Neft to BORNEO is not completed, the Deposit shall be refunded to Sumatec, free from interest, and the Stakeholder shall return the full amount of the First Payment together with all interest accrued to Sumatec.

For avoidance of doubt, on the Completion Date of the Proposed Acquisition, BORNEO and Buzachi Neft shall be free from all indebtedness and encumbrances (including but not limited to borrowings, trade payables and tax liabilities).

Save as disclosed above, the other salient terms of the Proposed Acquisition remains unchanged.


3. DOCUMENTS AVAILABLE FOR INSPECTION

The Second Supplemental SPA is available for inspection at the registered office of Sumatec at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.


This announcement is dated 5 March 2015.




IGB - Changes in Director's Interest (S135) - Chua Seng Yong

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameIGB CORPORATION BERHAD  
Stock Name IGB  
Date Announced5 Mar 2015  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoIC-150305-5EF06

Information Compiled By KLSE

Particulars of Director

NameChua Seng Yong
AddressNo. 20, Laman Setiakasih 8, Bukit Damansara, 50490 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary shares of RM0.50

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
04/03/2015
80,200
2.880 

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

Total no of securities after change

Direct (units)59,806 
Direct (%)
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice05/03/2015

Remarks :
This announcement is deemed to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.


KULIM - 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 NameKULIM (MALAYSIA) BERHAD  
Stock Name KULIM  
Date Announced5 Mar 2015  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoJC-150305-50721

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 incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.25 each
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)
Disposed27/02/2015
11,100
 
Disposed27/02/2015
287,200
 

Circumstances by reason of which change has occurredDisposal of shares in open market.
Nature of interestDirect and indirect interests.
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change107,549,000
Date of notice05/03/2015

Remarks :
The notice was received via fax on even date.


YNHPROP - 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 NameYNH PROPERTY BERHAD  
Stock Name YNHPROP  
Date Announced5 Mar 2015  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-150305-B063E

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 RM1.00 each
Name & address of registered holderMorgan Stanley & Co. International plc
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)
Acquired27/02/2015
34,100
 

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.

2. MUFG holding more than 15% interest in shares of Morgan Stanley Group.
Nature of interestDeemed interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)64,059,873 
Indirect/deemed interest (%)15.6 
Total no of securities after change64,059,873
Date of notice04/03/2015

Remarks :
Received notice dated 4 March 2015 from MUFG on 5 March 2015.

This announcement is dated 5 March 2015.


HLIND - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameHONG LEONG INDUSTRIES BERHAD  
Stock Name HLIND  
Date Announced5 Mar 2015  
CategoryChange in Boardroom
Reference NoHI-150305-41351

Date of change04/03/2015
NameYM Raja Dato' Seri Abdul Aziz bin Raja Salim
Age76
NationalityMalaysian
Type of changeDemised
DesignationNon-Executive Director
DirectorateIndependent & Non Executive
Qualifications 
Working experience and occupation  
Directorship of public companies (if any) 
Family relationship with any director and/or major shareholder of the listed issuer 
Any conflict of interests that he/she has with the listed issuer 
Details of any interest in the securities of the listed issuer or its subsidiaries 

Remarks :
This announcement is dated 5 March 2015.


MULPHA - Notice of Shares Buy Back by a Company pursuant to Form 28A

Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company NameMULPHA INTERNATIONAL BERHAD  
Stock Name MULPHA  
Date Announced5 Mar 2015  
CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
Reference NoMI-150305-7AE78

Date of buy back from27/02/2015
Date of buy back to27/02/2015
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)50,000
Minimum price paid for each share purchased ($$)0.380
Maximum price paid for each share purchased ($$)0.380
Total amount paid for shares purchased ($$)19,138.70
The name of the stock exchange through which the shares were purchased BURSA MALAYSIA SECURITIES BERHAD
Number of shares purchased retained in treasury (units)50,000
Total number of shares retained in treasury (units)222,249,800
Number of shares purchased which were cancelled (units)0
Total issued capital as diminished2,355,913,158
Date lodged with registrar of companies05/03/2015
Lodged by MULPHA INTERNATIONAL BHD


SIME - 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 NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced5 Mar 2015  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoSD-150305-42A71

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 holderPlease refer to "Remarks" below

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired02/03/2015
2,685,400
 

Circumstances by reason of which change has occurredCitigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
(Acquisition of 2,685,400 shares on 2 March 2015)
Nature of interestShares held by Citigroup Nominees (Tempatan) Sdn Bhd
Direct (units)812,016,858 
Direct (%)13.07 
Indirect/deemed interest (units)38,222,372 
Indirect/deemed interest (%)0.62 
Total no of securities after change850,239,230
Date of notice03/03/2015

Remarks :
1. Total no. of shares held after change are as follows:-

(a) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (812,016,858 shares)

(b) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (RHB INV)(850,000 shares)

(c) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (AM INV)(4,305,900 shares)

(d) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (MAYBAN)(1,450,000 shares)

(e) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (NOMURA)(11,695,739 shares)

(f) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (CIMB PRI)(17,920,662 shares)

(g) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (ARIM)(2,000,071 shares)

2. The notice of change in substantial shareholding was received from Citigroup Nominees (Tempatan) Sdn Bhd for and on behalf of Employees Provident Fund Board on 5 March 2015.


DNEX - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameDAGANG NEXCHANGE BERHAD  
Stock Name DNEX  
Date Announced5 Mar 2015  
CategoryGeneral Announcement
Reference NoMB-150303-57183

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionDAGANG NEXCHANGE BERHAD (FORMERLY KNOWN AS TIME ENGINEERING BERHAD) (“DNeX” OR THE “COMPANY”)
(I) PROPOSED RIGHTS ISSUE;
(II) REVISED PROPOSED SPECIAL ISSUE;
(III) REVISED PROPOSED ACQUISITIONS; AND
(IV) PROPOSED ESOS

(COLLECTIVELY REFERRED TO AS THE “REVISED PROPOSALS”)

 

Unless otherwise stated, all capitalised terms and abbreviations used herein shall have the same meanings as those previously defined in our announcement dated 18 June 2014 (“Announcement”).

We refer to the announcements made on behalf of the Board by AmInvestment Bank on 18 June 2014, 17 September 2014, 18 November 2014, 21 November 2014, 16 February 2015 and 26 February 2015 in relation to the Proposals. Please note that this announcement should be read in conjunction with the Announcement, which is the first announcement in relation to the Proposals that was announced on 18 June 2014, on behalf of the Board by AmInvestment Bank.

For information purposes, AmInvestment Bank had on 18 June 2014 announced on behalf of the Board that DNeX wished to undertake the Proposed Rights Issue, Proposed Special Issue, Proposed Acquisitions and Proposed ESOS. DNeX had also on 18 June 2014 entered into a conditional share sale agreement (“SSA”) with Azman bin Karim, Abdul Manaf bin Shariff and Khoo Kok Seng (collectively referred to as the “Vendors”) for the Proposed Acquisitions of the 100.0% equity interest in OGPC Sdn Bhd (“OGPC”) and 52.0% equity interest in OGPC O&G Sdn Bhd (“OGPCOG”), a 48.0%-owned associate company of OGPC, for a total purchase consideration of RM203,000,000 ("OGPC Group Purchase Consideration") to be satisfied partially via cash consideration of RM100,000,000 (“Cash Consideration”) and the remaining RM103,000,000 via issuance of 396,153,846 new ordinary shares of RM0.20 DNeX shares (“Share(s)” or “DNeX Share(s)”) with 198,076,923 Warrants at an issue price of RM0.26 per Share (“Consideration Share(s)”) on the basis of one (1) Warrant for every two (2) new Consideration Shares issued which was fixed by the Board and announced on 18 June 2014.

On behalf of the Board, AmInvestment Bank wishes to announce that DNeX had on 5 March 2015, entered into a supplemental agreement in relation to the SSA with the Vendors to vary such terms as stipulated in the SSA ("Supplemental SSA") whereby the total purchase consideration of the Proposed Acquisitions will be revised to RM170,000,000 ("Revised OGPC Group Purchase Consideration") to be satisfied partially via cash consideration of RM83,000,000 (“Revised Cash Consideration”) and the remaining RM87,000,000 via issuance of 362,500,000 new DNeX Shares with 181,250,000 Warrants at a revised issue price of RM0.24 per Share (“Revised Consideration Share(s)”) on the basis of one (1) Warrant for every two (2) Revised Consideration Shares issued (“Revised Proposed Acquisitions”). Please refer to Sections 2 and 4 as set out in the attachment below for more information on the Revised Proposed Acquisitions and Supplemental SSA respectively.

In addition, DNeX has revised the Proposed Special Issue as per the Announcement from 50,000,000 Special Issue Shares together with 25,000,000 Warrants on the basis of one (1) Warrant for every two (2) Special Issue Shares at an issue price of RM0.22 per Special Issue Share to 130,000,000 Special Issue Shares together with 65,000,000 Warrants on the basis of one (1) Warrant for every two (2) Special Issue Shares at an issue price of RM0.22 per Special Issue Share (“Revised Proposed Special Issue”). Please refer to Section 3 as set out in the attachment below for more information on the Revised Proposed Special Issue.

The Proposed Rights Issue, Revised Proposed Special Issue, Revised Proposed Acquisitions and Proposed ESOS shall be collectively referred to as the “Revised Proposals”. For avoidance of doubt, the Proposed Rights Issue, Proposed ESOS and the other terms and conditions remain unchanged as per Announcement unless otherwise stated herein.

Further details of the Revised Proposals and Supplemental SSA are set out in the attachment below.

This announcement is dated 5 March 2015.

 

 

 

 

 

 

 

 

 

 



TONGHER - Notice of Shares Buy Back by a Company pursuant to Form 28A

Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company NameTONG HERR RESOURCES BERHAD  
Stock Name TONGHER  
Date Announced5 Mar 2015  
CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
Reference NoCA-150305-3CB6C

Date of buy back from26/02/2015
Date of buy back to26/02/2015
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)5,000
Minimum price paid for each share purchased ($$)2.110
Maximum price paid for each share purchased ($$)2.110
Total amount paid for shares purchased ($$)10,627.47
The name of the stock exchange through which the shares were purchased Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units)5,000
Total number of shares retained in treasury (units)1,022,500
Number of shares purchased which were cancelled (units)0
Total issued capital as diminished0
Date lodged with registrar of companies05/03/2015
Lodged by TMF Administrative Services Malaysia Sdn. Bhd.

Remarks :
Total consideration paid for shares purchased is inclusive of brokerage, clearing house fee and stamp duty.


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