MISC - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
| Company Name | MISC BERHAD |
| Stock Name | MISC |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MM-150409-FFDD3 |
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 RM1.00 each |
| Name & address of registered holder | CITIGROUP NOMINEES (TEMPATAN) SDN BHD Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 06/04/2015 | 1,000,000 | |
| Disposed | 06/04/2015 | 950,000 | |
| Acquired | 06/04/2015 | 50,000 |
| Remarks : |
| The notice was received on 9 April 2015. The total no. of direct interest of 312,386,771 shares consists of:- (a) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Disposed 1,000,000 shares) - 275,723,211 shares; (b) Employees Provident Fund Board - 1,500,000 shares; (c) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (Amundi) - 1,500,000 shares; (d) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) (Disposed 950,000 shares) - 1,394,660 shares; (e) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (Nomura) - 6,129,100 shares; (f) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 24,676,900 shares; (g) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (ARIM) - 650,000 shares; (h) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (F Templeton) - 762,900 shares. |
CANONE - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | CAN-ONE BERHAD |
| Stock Name | CANONE |
| Date Announced | 9 Apr 2015 |
| Category | General Announcement |
| Reference No | CU-150409-42227 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | CAN-ONE BERHAD (“CAN-ONE” OR “THE COMPANY”) PROPOSED ACQUISITION BY CAN-ONE FROM TEH KHOY GEN OF 3,000,000 ORDINARY SHARES OF RM1.00 EACH IN F & B NUTRITION SDN BHD (“F&B”) REPRESENTING THE REMAINING 20% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF F&B NOT ALREADY OWNED BY CAN-ONE AT A PURCHASE CONSIDERATION OF RM112,900,000 TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF 39,753,000 NEW ORDINARY SHARES OF RM0.50 EACH IN CAN-ONE (“CAN-ONE SHARE(S)”) REPRESENTING APPROXIMATELY 20.69% OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF CAN-ONE AT AN ISSUE PRICE OF RM2.84 PER CAN-ONE SHARE WHICH REPRESENTS A PREMIUM OF APPROXIMATELY 10% OVER THE 5-DAY VOLUME WEIGHTED AVERAGE MARKET PRICE OF CAN-ONE SHARE UP TO AND INCLUDING 12 JUNE 2014 (“PROPOSED ACQUISITION”) |
(Unless otherwise defined, all terms used in this announcement have the same meaning ascribed in the announcement dated 13 June 2014) We refer to our announcements dated 13 June 2014, 17 June 2014, 11 July 2014 and 12 December 2014 in relation to the Proposed Acquisition. On behalf of the Board of Directors of Can-One, MIDF Investment wishes to announce that Can-One and the Vendor have agreed to extend the Cut-Off Date for another period of four (4) months from 13 April 2015 and the Conditions Precedent to the SSA shall now be fulfilled on or before 12 August 2015. | |
ALAQAR - GENERAL MEETINGS: OUTCOME OF MEETING
| Company Name | AL-`AQAR HEALTHCARE REIT |
| Stock Name | ALAQAR |
| Date Announced | 9 Apr 2015 |
| Category | General Meetings |
| Reference No | JC-150409-64563 |
| Type of Meeting | AGM |
| Indicator | Outcome of Meeting |
| Date of Meeting | 09/04/2015 |
| Time | 12:00 PM |
| Venue | Permata Ballroom Level B2, The Puteri Pacific Johor Bahru Jalan Abdullah Ibrahim 80000 Johor Bahru Johor |
| Outcome of Meeting | Al-`Aqar Healthcare REIT (ALAQAR) is pleased to announce that the resolutions as set out in the Notice of the 3rd (3rd AGM) of ALAQAR dated 18 March 2015 were duly approved at the 3rd AGM held today. This announcement is dated 9 April 2015. |
SUNWAY - OTHERS SUNWAY BERHAD (“SUNWAY”) - SHARE SALE AGREEMENT BETWEEN SUNWAY HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY) AND KHOO AH THIM @ KHOO CHAI THIAM, KHOO CHAI EE, KHOO CHAI HENG, KHOO CHAI KIAT, KHOO CHAI PEK, LEE BANG SING, PENG GAI HOCK, SOH TIAN SONG AND TOH SOON SENG (COLLECTIVELY, “WINSTAR VENDORS”) - SHARE SALE AGREEMENT BETWEEN SUNWAY HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY) AND LIM POH LO, LAU CHOR GEOK, LIM HWEE GUAN, KHOO CHAI EE, KHOO CHAI PEK AND PENG GAI HOCK (COLLECTIVELY, “PND VENDORS”)
| Company Name | SUNWAY BERHAD |
| Stock Name | SUNWAY |
| Date Announced | 9 Apr 2015 |
| Category | General Announcement |
| Reference No | SS-150407-D2F4D |
| Type | Announcement |
| Subject | OTHERS |
| Description | SUNWAY BERHAD (“SUNWAY”) - SHARE SALE AGREEMENT BETWEEN SUNWAY HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY) AND KHOO AH THIM @ KHOO CHAI THIAM, KHOO CHAI EE, KHOO CHAI HENG, KHOO CHAI KIAT, KHOO CHAI PEK, LEE BANG SING, PENG GAI HOCK, SOH TIAN SONG AND TOH SOON SENG (COLLECTIVELY, “WINSTAR VENDORS”) - SHARE SALE AGREEMENT BETWEEN SUNWAY HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY) AND LIM POH LO, LAU CHOR GEOK, LIM HWEE GUAN, KHOO CHAI EE, KHOO CHAI PEK AND PENG GAI HOCK (COLLECTIVELY, “PND VENDORS”) |
We wish to announce that pursuant to Chapter 9, Paragraph 9.19(23) and Chapter 10, Paragraph 10.05 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), (1) Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway and the Winstar Vendors have on 9 April 2015, entered into a Share Sale Agreement (“Winstar SSA”) for the acquisition of 6,717,472 ordinary shares of RM1/- each, representing 100% of the total issued and paid-up share capital of Winstar Trading Sdn Bhd (“WTSB”) at an estimated purchase consideration of approximately RM130,953,294/- ("the Proposed Winstar Acquisition"); and (2) SunHoldings and the PND Vendors have on 9 April 2015, entered into a Share Sale Agreement (“PND SSA”) for the acquisition of 500,000 ordinary shares of S$1/- each, representing 100% of the total issued and paid-up share capital of PND Hardware & Trading Pte Ltd (“PND”) at an estimated purchase consideration of approximately S$2,567,192/- ("the Proposed PND Acquisition"). The Proposed Winstar Acquisition and the Proposed PND Acquisition are unique opportunities for Sunway’s Trading and Manufacturing Division to acquire profitable market leaders with over 30 years of experience in the wholesaling of hardware market. It also provides an additional revenue stream which will further diversify the risks of the Group. The Group anticipates synergies from cross-selling across the customer base of Sunway, WTSB and PND and potential cost savings from warehousing facilities due to economies of scale. There is also potential for WTSB and PND to supply to Sunway’s property and construction projects in the future. A. PROPOSED WINSTAR ACQUISITION The estimated purchase consideration for the Proposed Winstar Acquisition was arrived at based on aggregate net asset value (excluding minority interests) (“NAV”) of WTSB and its group of subsidiaries (“WTSB Group”) as at 31 December 2013 together with goodwill (“Pre-Adjustment Purchase Consideration”). The amount of the purchase consideration is subject to adjustments and will be payable by SunHoldings in 3 tranches as follows: (1) On the completion date of the first tranche, SunHoldings shall acquire 60% of the total issued and paid-up share capital of WTSB by paying part of the consideration amounting to RM78,571,972.50 (“First Tranche Consideration”) or the adjusted first tranche consideration, as the case may be, which shall be computed in the following manner: i) In the event the NAV of WTSB Group is less than the Pre-Adjustment Purchase Consideration after deduction of the goodwill, there shall be a corresponding downwards adjustment of the First Tranche Consideration; and ii) In the event the NAV of WTSB Group is greater than the Pre-Adjustment Purchase Consideration after deduction of the goodwill, there shall be no adjustment in the First Tranche Consideration. The completion date of the first tranche shall mean the business day falling 45 days after the Winstar SSA becomes unconditional or such other date as may be agreed by the parties. (2) On the completion date of the second tranche, SunHoldings shall acquire another 20% of the total issued and paid-up share capital of WTSB by paying an amount equivalent to 20% of 5 times the average EBITDA of WTSB Group as recorded in its audited consolidated financial statements for the 2 financial years ending 31 December immediately preceding the second tranche completion date. The completion date of the second tranche shall mean the second anniversary of the first tranche completion date or such other date as may be agreed upon by the parties. (3) On the completion date of the third tranche, SunHoldings shall acquire the remaining 20% of the total issued and paid-up share capital of WTSB by paying an amount equivalent to 20% of 5 times the average EBITDA of WTSB Group as recorded in its audited consolidated financial statements for the 2 financial years ending 31 December immediately preceding the third tranche completion date. The completion date of the third tranche shall mean the third anniversary of the first tranche completion date or such other date as may be agreed upon by the parties. Upon the completion of the Proposed Winstar Acquisition, WTSB Group will become subsidiaries of SunHoldings. The details of WTSB Group are set out in the table below. The principal activities of the WTSB Group are trading of hardware, engineering products and industrial safety products in Malaysia. Under the Winstar SSA, the Winstar Vendors have jointly and severally guaranteed that WTSB Group will achieve profit after tax (“PAT”) of RM15.0 million per annum (“Profit Guarantee”) for the financial years ending 31 December 2015, 2016 and 2017, failing which Winstar Vendors will pay SunHoldings an amount equivalent to, the difference between the Profit Guarantee and actual PAT achieved for the respective financial year, multiplied by the shareholding of SunHoldings in WTSB in the respective financial year. The Board of Sunway will make the necessary announcement pursuant to Chapter 10 of the Main Market Listing Requirements of Bursa Securities, in the event any one of the percentage ratios of the Proposed Winstar Acquisition is 5% or above.
The Proposed Winstar Acquisition is not expected to have any immediate material effect on the earnings per share and net assets per share of Sunway and it has no effect on Sunway's share capital and substantial shareholders' shareholding. The Proposed Winstar Acquisition does not require approval from the shareholders of Sunway. None of the directors or substantial shareholders of Sunway or persons connected with them has any interest, whether direct or indirect in the Proposed Winstar Acquisition. B. PROPOSED PND ACQUISITION The estimated purchase consideration for the Proposed PND Acquisition was arrived at based on net asset value (excluding minority interests) (“NAV”) of PND as at 31 December 2013 together with goodwill (“Pre-Adjustment Purchase Consideration”). The amount of the purchase consideration is subject to adjustments and will be payable by SunHoldings in 3 tranches as follows: (1) On the completion date of the first tranche, SunHoldings shall acquire 60% of the total issued and paid-up share capital of PND by paying part of the consideration amounting to S$1,540,315.20 (“First Tranche Consideration”) or the adjusted first tranche consideration, as the case may be, which shall be computed in the following manner: i) In the event the NAV of PND is less than the Pre-Adjustment Purchase Consideration after deduction of the goodwill, there shall be a corresponding downwards adjustment of the First Tranche Consideration; and ii) In the event the NAV of PND is greater than the Pre-Adjustment Purchase Consideration after deduction of the goodwill, there shall be no adjustment in the First Tranche Consideration. The completion date of the first tranche shall mean the business day falling 45 days after the PND SSA becomes unconditional or such other date as may be agreed by the parties. (2) On the completion date of the second tranche, SunHoldings shall acquire another 20% of the total issued and paid-up share capital of PND by paying an amount equivalent to 20% of 5 times the average EBITDA of PND as recorded in its audited financial statements for the 2 financial years ending 31 December immediately preceding the second tranche completion date. The completion date of the second tranche shall mean the second anniversary of the first tranche completion date or such other date as may be agreed upon by the parties. (3) On the completion date of the third tranche, SunHoldings shall acquire the remaining 20% of the total issued and paid-up share capital of PND by paying an amount equivalent to 20% of 5 times the average EBITDA of PND as recorded in its audited financial statements for the 2 financial years ending 31 December immediately preceding the third tranche completion date. The completion date of the third tranche shall mean the third anniversary of the first tranche completion date or such other date as may be agreed upon by the parties. Upon the completion of the Proposed PND Acquisition, PND will become a subsidiary of SunHoldings. PND was incorporated on 28 July 2003 and its principal activities are general wholesale trading of hardware, engineering products and industrial safety products in Singapore. Under the PND SSA, the PND Vendors have jointly and severally guaranteed that PND will achieve profit after tax (“PAT”) of S$250,000/- per annum (“Profit Guarantee”) for the financial years ending 31 December 2015, 2016 and 2017, failing which PND Vendors will pay SunHoldings an amount equivalent to, the difference between the Profit Guarantee and actual PAT achieved for the respective financial year, multiplied by the shareholding of SunHoldings in PND in the respective financial year. The Board of Sunway will make the necessary announcement pursuant to Chapter 10 of the Main Market Listing Requirements of Bursa Securities, in the event any one of the percentage ratios of the Proposed PND Acquisition is 5% or above.
The Proposed PND Acquisition is not expected to have any immediate material effect on the earnings per share and net assets per share of Sunway and it has no effect on Sunway's share capital and substantial shareholders' shareholding. The Proposed PND Acquisition does not require approval from the shareholders of Sunway. None of the directors or substantial shareholders of Sunway or persons connected with them has any interest, whether direct or indirect in the Proposed PND Acquisition. This announcement is dated 9 April 2015.
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LBS - Notice of Shares Buy Back - Immediate Announcement
| Company Name | LBS BINA GROUP BERHAD |
| Stock Name | LBS |
| Date Announced | 9 Apr 2015 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | LB-150409-44F11 |
A&M - Changes in Director's Interest (S135) - MALCOLM JEREMY NG KWEE SENG
| Company Name | A & M REALTY BERHAD |
| Stock Name | A&M |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | A&-150409-25D7C |
Information Compiled By KLSE
Particulars of Director
| Name | MALCOLM JEREMY NG KWEE SENG |
| Address | NO.27, JALAN PERMATA 7/1, SECTION 7, 40000 SHAH ALAM, SELANGOR DARUL EHSAN |
| Descriptions(Class & nominal value) | ORDINARY SHARE OF RM0.50 EACH |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 193,300 | ||
Acquired | 2,443,500 | ||
Acquired | 1,803,500 |
| Circumstances by reason of which change has occurred | ACQUISITION OF SHARES BY FATHER, DATO' NG BOON THONG @ NG THIAN HOCK |
| Nature of interest | INDIRECT INTEREST |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 3,507,900 |
| Direct (%) | 0.96 |
| Indirect/deemed interest (units) | 259,345,392 |
| Indirect/deemed interest (%) | 71.04 |
| Date of notice | 09/04/2015 |
| Remarks : |
| This announcement is also to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad |
A&M - Changes in Director's Interest (S135) - DATO' NG BOON THONG @ NG THIAN HOCK
| Company Name | A & M REALTY BERHAD |
| Stock Name | A&M |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | A&-150409-25D76 |
Information Compiled By KLSE
Particulars of Director
| Name | DATO' NG BOON THONG @ NG THIAN HOCK |
| Address | NO.27, JALAN PERMATA 7/1, SECTION 7, 40000 SHAH ALAM, SELANGOR DARUL EHSAN |
| Descriptions(Class & nominal value) | ORDINARY SHARE OF RM0.50 EACH |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 193,300 | ||
Acquired | 2,443,500 | ||
Acquired | 1,803,500 |
| Circumstances by reason of which change has occurred | ACQUISITION OF SHARES |
| Nature of interest | DIRECT INTEREST |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 39,820,112 |
| Direct (%) | 10.91 |
| Indirect/deemed interest (units) | 223,821,180 |
| Indirect/deemed interest (%) | 61.31 |
| Date of notice | 09/04/2015 |
| Remarks : |
| This announcement is also to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad |
A&M - Changes in Director's Interest (S135) - DATIN CATHERINE YEOH ENG NEO
| Company Name | A & M REALTY BERHAD |
| Stock Name | A&M |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | A&-150409-25D42 |
Information Compiled By KLSE
Particulars of Director
| Name | DATIN CATHERINE YEOH ENG NEO |
| Address | NO.27, JALAN PERMATA 7/1, SECTION 7, 40000 SHAH ALAM, SELANGOR DARUL EHSAN |
| Descriptions(Class & nominal value) | ORDINARY SHARE OF RM0.50 EACH |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 193,300 | ||
Acquired | 2,443,500 | ||
Acquired | 1,803,500 |
| Circumstances by reason of which change has occurred | ACQUISITION OF SHARES BY SPOUSE, DATO' NG BOON THONG @ NG THIAN HOCK |
| Nature of interest | INDIRECT INTEREST |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 14,018,200 |
| Direct (%) | 3.84 |
| Indirect/deemed interest (units) | 249,623,092 |
| Indirect/deemed interest (%) | 68.38 |
| Date of notice | 09/04/2015 |
| Remarks : |
| This announcement is also to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. |
A&M - Changes in Director's Interest (S135) - DATO' MILTON NORMAN NG KWEE LEONG
| Company Name | A & M REALTY BERHAD |
| Stock Name | A&M |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | A&-150409-25D79 |
Information Compiled By KLSE
Particulars of Director
| Name | DATO' MILTON NORMAN NG KWEE LEONG |
| Address | NO.27, JALAN PERMATA 7/1, SECTION 7, 40000 SHAH ALAM, SELANGOR DARUL EHSAN |
| Descriptions(Class & nominal value) | ORDINARY SHARE OF RM0.50 EACH |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 193,300 | ||
Acquired | 2,443,500 | ||
Acquired | 1,803,500 |
| Circumstances by reason of which change has occurred | ACQUISITION OF SHARES BY FATHER, DATO' NG BOON THONG @ NG THIAN HOCK |
| Nature of interest | INDIRECT INTEREST |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 1,400,000 |
| Direct (%) | 0.38 |
| Indirect/deemed interest (units) | 255,145,392 |
| Indirect/deemed interest (%) | 69.89 |
| Date of notice | 09/04/2015 |
| Remarks : |
| This announcement is also to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad |
A&M - Changes in Director's Interest (S135) - STEVEN JUNIOR NG KWEE LENG
| Company Name | A & M REALTY BERHAD |
| Stock Name | A&M |
| Date Announced | 9 Apr 2015 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | A&-150409-25D7A |
Information Compiled By KLSE
Particulars of Director
| Name | STEVEN JUNIOR NG KWEE LENG |
| Address | NO.27, JALAN PERMATA 7/1, SECTION 7, 40000 SHAH ALAM, SELANGOR DARUL EHSAN |
| Descriptions(Class & nominal value) | ORDINARY SHARE OF RM0.50 EACH |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 193,300 | ||
Acquired | 2,443,500 | ||
Acquired | 1,803,500 |
| Circumstances by reason of which change has occurred | ACQUISITION OF SHARES BY FATHER, DATO' NG BOON THONG @ NG THIAN HOCK |
| Nature of interest | INDIRECT INTEREST |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 1,000,000 |
| Direct (%) | 0.27 |
| Indirect/deemed interest (units) | 255,145,392 |
| Indirect/deemed interest (%) | 69.89 |
| Date of notice | 09/04/2015 |
| Remarks : |
| This announcement is also to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad |
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