DAYA - MEMORANDUM OF UNDERSTANDING
| Company Name | DAYA MATERIALS BERHAD |
| Stock Name | DAYA |
| Date Announced | 5 Mar 2015 |
| Category | General Announcement |
| Reference No | CC-150305-3C953 |
| Type | Announcement |
| Subject | MEMORANDUM OF UNDERSTANDING |
| Description | DAYA 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.
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SUMATEC - MULTIPLE PROPOSALS
| Company Name | SUMATEC RESOURCES BERHAD |
| Stock Name | SUMATEC |
| Date Announced | 5 Mar 2015 |
| Category | General Announcement |
| Reference No | OS-150305-4ED4B |
| Type | Announcement | |||||||||
| Subject | MULTIPLE PROPOSALS | |||||||||
| Description | SUMATEC 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) 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”).
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:-
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.
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.
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IGB - Changes in Director's Interest (S135) - Chua Seng Yong
| Company Name | IGB CORPORATION BERHAD |
| Stock Name | IGB |
| Date Announced | 5 Mar 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | IC-150305-5EF06 |
Information Compiled By KLSE
Particulars of Director
| Name | Chua Seng Yong |
| Address | No. 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 | 80,200 | 2.880 |
| Circumstances by reason of which change has occurred | Disposal of shares |
| Nature of interest | Direct |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 59,806 |
| Direct (%) | 0 |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 05/03/2015 |
| 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)
| Company Name | KULIM (MALAYSIA) BERHAD |
| Stock Name | KULIM |
| Date Announced | 5 Mar 2015 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | JC-150305-50721 |
Particulars of substantial Securities Holder
| Name | Kumpulan Wang Persaraan (Diperbadankan) |
| Address | Aras 4, 5 & 6, Menara Yayasan Tun Razak, 200, Jalan Bukit Bintang 55100 Kuala Lumpur |
| NRIC/Passport No/Company No. | KWAPACT6622007 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM0.25 each |
| Name & address of registered holder | Kumpulan 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 transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 27/02/2015 | 11,100 | |
| Disposed | 27/02/2015 | 287,200 |
| 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")
| Company Name | YNH PROPERTY BERHAD |
| Stock Name | YNHPROP |
| Date Announced | 5 Mar 2015 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-150305-B063E |
Particulars of substantial Securities Holder
| Name | Mitsubishi UFJ Financial Group, Inc ("MUFG") |
| Address | 7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330 Japan |
| NRIC/Passport No/Company No. | Nil |
| Nationality/Country of incorporation | Japan |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf,London E14 4QA,United Kingdom |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 27/02/2015 | 34,100 |
| Remarks : |
| Received notice dated 4 March 2015 from MUFG on 5 March 2015. This announcement is dated 5 March 2015. |
HLIND - Change in Boardroom
| Company Name | HONG LEONG INDUSTRIES BERHAD |
| Stock Name | HLIND |
| Date Announced | 5 Mar 2015 |
| Category | Change in Boardroom |
| Reference No | HI-150305-41351 |
| Date of change | 04/03/2015 |
| Name | YM Raja Dato' Seri Abdul Aziz bin Raja Salim |
| Age | 76 |
| Nationality | Malaysian |
| Type of change | Demised |
| Designation | Non-Executive Director |
| Directorate | Independent & 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
| Company Name | MULPHA INTERNATIONAL BERHAD |
| Stock Name | MULPHA |
| Date Announced | 5 Mar 2015 |
| Category | Notice of Shares Buy Back by a Company Pursuant to Form 28A |
| Reference No | MI-150305-7AE78 |
SIME - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | SIME DARBY BERHAD |
| Stock Name | SIME |
| Date Announced | 5 Mar 2015 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | SD-150305-42A71 |
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) |
| Acquired | 02/03/2015 | 2,685,400 |
| 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
| Company Name | DAGANG NEXCHANGE BERHAD |
| Stock Name | DNEX |
| Date Announced | 5 Mar 2015 |
| Category | General Announcement |
| Reference No | MB-150303-57183 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | DAGANG 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
| Company Name | TONG HERR RESOURCES BERHAD |
| Stock Name | TONGHER |
| Date Announced | 5 Mar 2015 |
| Category | Notice of Shares Buy Back by a Company Pursuant to Form 28A |
| Reference No | CA-150305-3CB6C |
| Remarks : |
| Total consideration paid for shares purchased is inclusive of brokerage, clearing house fee and stamp duty. |
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