April 28, 2015

Company announcements: PRTASCO, NAIM, CSCSTEL, AIRASIA, TAS, MBL, KIMLUN, BJFOOD

PRTASCO - Changes in Sub. S-hldr's Int. (29B) - TEY POR YEE

Announcement Type: Change in Substantial Shareholders Interest Pursuant to Form 29B
Company Name PROTASCO BERHAD
Stock Name PRTASCO
Date Announced 28 Apr 2015
Category Change in Substantial Shareholders Interest Pursuant to Form 29B
Reference Number CS2-28042015-00080

Particulars of substantial Securities Holder

Name TEY POR YEE
Address Blok S1-10-22, P/Puri Sutramas, Persiaran Puchong Jaya Selatan, Bandar Puchong Jaya
Puchong
47100 Selangor
Malaysia.
NRIC/Passport No/Company No. 760202145147
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary shares of RM0.50 each
Name & address of registered holder Dato' Tey Por Yee Blok S1-10-22, P/Puri Sutramas Persiaran Puchong Jaya Selatan Bandar Puchong Jaya, 47100 Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Acquired 28 Apr 2015
2,500

Circumstances by reason of which change has occurred Acquisition
Nature of interest Direct
Direct (units)
Direct (%)
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change 55,850,115
Date of notice 28 Apr 2015



NAIM - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) : OTHER ISSUE OF SECURITIES NAIM HOLDINGS BERHAD ("NAIM" OR "COMPANY") PROPOSED LTIP

Announcement Type: General Announcement for PLC
Company Name NAIM HOLDINGS BERHAD
Stock Name NAIM
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-28042015-00089

Type Announcement
Subject NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
OTHER ISSUE OF SECURITIES
Description
NAIM HOLDINGS BERHAD ("NAIM" OR "COMPANY")

PROPOSED LTIP

We refer to the announcements dated 14 April 2015 and 17 April 2015 in relation to the Proposed LTIP.

On behalf of the Board of Directors of Naim (“Board”), Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) has, vide its letter dated 27 April 2015, approved the listing of and quotation for such number of new ordinary shares of RM1.00 each in Naim (“Naim Shares”), representing up to ten percent (10%) of the issued and paid-up share capital of Naim (excluding treasury shares), to be issued pursuant to the Proposed LTIP subject to the following:

(i) Maybank IB is required to submit a confirmation to Bursa Securities of full compliance of the Proposed LTIP pursuant to paragraph 6.43(1) of the Main Market Listing Requirements ("Listing Requirements") and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in general meeting;

(ii) Naim is required to furnish Bursa Securities on a quarterly basis a summary of the total number of Naim Shares listed pursuant to the Proposed LTIP as at the end of each quarter together with a detailed computation of listing fees payable; and

(iii) Naim is required to ensure full compliance of all the requirements pertaining to the Proposed LTIP as provided under the Listing Requirements at all times.

The circular to shareholders in relation to the Proposed LTIP will be despatched to the shareholders of Naim in due course.

This Announcement is dated 28 April 2015.






CSCSTEL - Notice of Shares Buy Back Immediate Announcement

Announcement Type: Notice of Shares Buy Back Immediate Announcement
Company Name CSC STEEL HOLDINGS BERHAD
Stock Name CSCSTEL
Date Announced 28 Apr 2015
Category Notice of Shares Buy Back Immediate Announcement
Reference Number SB1-28042015-00005

Date of buy back 28 Apr 2015
Description of shares purchased Ordinary Shares of RM1.00 each
Currency Malaysian Ringgit (MYR)
Total number of shares purchased (units) 51,500
Minimum price paid for each share purchased ($$) 0.980
Maximum price paid for each share purchased ($$) 0.990
Total consideration paid ($$) 51,117.27
Number of shares purchased retained in treasury (units) 51,500
Number of shares purchased which are proposed to be cancelled (units) 0
Cumulative net outstanding treasury shares as at to-date (units) 8,762,700
Adjusted issued capital after cancellation
(no. of shares) (units)
0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%) 2.30600




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

Announcement Type: General Announcement for PLC
Company Name AIRASIA BERHAD
Stock Name AIRASIA
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-28042015-00104

Type Announcement
Subject DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
Description
INTENTION TO DEAL BY DIRECTOR IN SECURITIES OF AIRASIA BERHAD DURING CLOSED PERIOD

Pursuant to Paragraph 14.08(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, AirAsia Berhad ("AirAsia") wishes to announce that Datuk Kamarudin Bin Meranun, a Non-Independent Executive Chairman of AirAsia, intends to deal in the securities of AirAsia during the closed period prior to the release of the First Quarter results for the year 2015.

 

The total number of securities held by Datuk Kamarudin Bin Meranun as at 28 April 2015 is as follows:-

 

Type of shareholding

 

Number of Ordinary Shares of RM0.10 each in the Company

% of the Company's issued capital

Direct*

2,000,000

0.07

Indirect interest

Tune Air Sdn. Bhd. (“TASB”)**

531,212,082

19.09

Total

533,212,082

19.16

 

* Shares held under HSBC Nominees (Tempatan) Sdn. Bhd.

** Inclusive of shares held by Cimsec Nominees (Tempatan) Sdn. Bhd., HSBC Nominees (Tempatan) Sdn. Bhd., Amsec Nominees (Tempatan) Sdn. Bhd., Kenanga Capital Sdn. Bhd., Citigroup Nominees (Tempatan) Sdn. Bhd., RHB Nominees (Tempatan) Sdn. Bhd. and MIDF Amanah Investment Nominees (Tempatan) Sdn. Bhd. for TASB.

 

This announcement is dated 28 April 2015.






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

Announcement Type: General Announcement for PLC
Company Name AIRASIA BERHAD
Stock Name AIRASIA
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-28042015-00105

Type Announcement
Subject DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
Description
INTENTION TO DEAL BY DIRECTOR IN SECURITIES OF AIRASIA BERHAD DURING CLOSED PERIOD

Pursuant to Paragraph 14.08(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, AirAsia Berhad ("AirAsia") wishes to announce that Tan Sri Dr. Anthony Francis Fernandes, a Non-Independent Executive Director and Group Chief Executive Officer of AirAsia, intends to deal in the securities of AirAsia during the closed period prior to the release of the First Quarter results for the year 2015.

 

The total number of securities held by Tan Sri Dr. Anthony Francis Fernandes as at 28 April 2015 is as follows:

 

Type of shareholding

Number of Ordinary Shares of RM0.10 each in the Company

% of the Company's issued capital

Direct*

1,600,000

0.06

Indirect interest

Tune Air Sdn. Bhd. (“TASB”)**

531,212,082

 

19.09

Total

532,812,082

19.15

 

* Shares held under HSBC Nominees (Tempatan) Sdn. Bhd.

** Inclusive of shares held by Cimsec Nominees (Tempatan) Sdn. Bhd., HSBC Nominees (Tempatan) Sdn. Bhd., Amsec Nominees (Tempatan) Sdn. Bhd., Kenanga Capital Sdn. Bhd., Citigroup Nominees (Tempatan) Sdn. Bhd., RHB Nominees (Tempatan) Sdn. Bhd. and MIDF Amanah Investment Nominees (Tempatan) Sdn. Bhd. for TASB.

 

This announcement is dated 28 April 2015.






TAS - Notice of Shares Buy Back Immediate Announcement

Announcement Type: Notice of Shares Buy Back Immediate Announcement
Company Name TAS OFFSHORE BERHAD
Stock Name TAS
Date Announced 28 Apr 2015
Category Notice of Shares Buy Back Immediate Announcement
Reference Number SB1-24042015-00002

Date of buy back 28 Apr 2015
Description of shares purchased Ordinary Shares
Currency Malaysian Ringgit (MYR)
Total number of shares purchased (units) 10,000
Minimum price paid for each share purchased ($$) 0.695
Maximum price paid for each share purchased ($$) 0.695
Total consideration paid ($$) 7,003.42
Number of shares purchased retained in treasury (units) 10,000
Number of shares purchased which are proposed to be cancelled (units) 0
Cumulative net outstanding treasury shares as at to-date (units) 4,215,400
Adjusted issued capital after cancellation
(no. of shares) (units)
0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%) 2.34000




MBL - MEMORANDUM OF UNDERSTANDING MUAR BAN LEE GROUP BERHAD (MBL OR THE COMPANY) MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN SOKOR GEMILANG LADANG SDN BHD BY MBL PLANTATION SDN BHD TO KENALI BERKAT SDN. BHD. (PROPOSED DISPOSAL)

Announcement Type: General Announcement for PLC
Company Name MUAR BAN LEE GROUP BERHAD
Stock Name MBL
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-28042015-00098

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
MUAR BAN LEE GROUP BERHAD (MBL OR  THE COMPANY)
MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN SOKOR GEMILANG LADANG SDN BHD BY MBL PLANTATION SDN BHD TO KENALI BERKAT SDN. BHD. (PROPOSED DISPOSAL)

1.         INTRODUCTION

The Board of Directors (“Board”) of Muar Ban Lee Group Berhad (“MBL” or “the Company”), wishes to announce that MBL Plantation Sdn. Bhd. (“MBLPSB”), a wholly-owned subsidiary of the Company, has today entered into a Memorandum of Understanding (“MOU”) with Kenali Berkat Sdn. Bhd. (“KBSB” or Proposed share acquirer”) to outline the basic principles for the disposal of entire issued and paid-up ordinary share capital of Sokor Gemilang Ladang Sdn. Bhd. (“SGLSB”) to KBSB (“Proposed Disposal”).

The Proposed Disposal shall have no binding effect until the entering into a definite agreement (“DA”).  The MOU sets out the understanding and intention of the parties during this interim exploratory period.  The DA is expected to be executed within (6) months from the date of the MOU.  Full announcement of the Proposed Disposal will be made in the event the parties execute a DA.

 

2.         THE MOU

Pursuant to the MOU, MBLPSB will dispose 2,000,000 ordinary shares of RM1.00 each in SGLSB (“Sale Shares”), representing 100% equity interest in SGLSB and novation of the sum owing from the creditors of SGLSB to KBSB for a total consideration of RM35,100,000 (“Sale Consideration”) to be satisfied by cash.

 

2.1 Basis for the sale consideration

The Sale Consideration was arrived at on a willing buyer-willing seller basis and after taking into account the proposed offer price based on the land use right bind in the plantation land development agreement between SGLSB and Perbadanan Pembangunan Ladang Rakyat Negeri Kelantan (“PPLRNK”) on Lot 2282, Mukim Sokor, District of Sokor, Jajahan Kuala Krai, Kelantan.

 

3.         INFORMATION ON SGLSB

SGLSB was incorporated under the Companies Act 1965 on 28 July 2006 in Malaysia as a private limited company. The principal activities of SGLSB consist of management and operation of palm oil plantation.  

As today, the authorised share capital of SGLSB is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, which 2,000,000  ordinary shares of RM1.00 each have been issue and fully paid up in cash. SGLSB is a whole-owned subsidiary of MBLPSB.

SGLSB had on 27 August 2006 entered into a Development Agreement with PPLNK wherein SGLSB acquired the right to develop the plantation land into palm oil plantation and/or rubber plantation for such periods and subject to such terms and conditions contained therein. The plantation land measuring 789 hectares or approximately 1,949.7 acres is located in Mukim Sokor, District of Sokor, Jajahan Kuala Krai, Kelantan.  Currently the plantation land is planted with palm oil trees.

 

4.         INFORMATION ON KBSB

KBSB was incorporated under the Companies Act 1965 on 14 October 2002 in Malaysia as a private limited company. The principal activities of KBSB consist of investment holding and general trading. 

As today, the authorised and issued and paid up share capital of KBSB is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each.

 

5.         RATIONALE

The Proposed Disposal will represent a strategic opportunity for MBL Group to cash out an avenue to realise its investment. The proceeds from the Disposal would provide future cash flow for the Group’s working capital purposes, reduce its borrowings and/or contribute towards expansion of its core business.

 

6.         EFFECTS OF THE PROPOSED DISPOSAL

The effects of the Proposed Disposal will only be determined upon finalisation of the terms of Proposal Disposal.

 

7.         DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the Directors and major shareholders of MBL or persons connected with them has any interest, direct or indirect, in the MOU.

 

8.         AUDIT COMMITTEE & DIRECTORS’ OPINION

The Audit Committee of MBL, after giving due consideration, is of the opinion that the entering into the MOU is in the best interest of the MBL Group.

The Board of Directors of MBL is also the opinion that the MOU is in the best interest of the MBL Group.

 

9.         APPROVALS REQUIRED

The MOU is not subject to the approval of the shareholders of MBL or any regulatory authority.  However, the Proposed Disposal is subject to due diligence exercise and prior approval from shareholders of MBL and relevant authorities. Appropriate announcement(s) will be made on the proposal in due course. 

 

10.       DOCUMENTS AVAILABLE FOR INSPECTION

The MOU will be made available for inspection at the registered office of MBL at 87, Muntri Street, 10200 Penang from Monday to Friday (except public holiday) for a period of three (3) months from the date of this announcement.

 

This announcement is dated 28 April 2015.






KIMLUN - OTHERS KIMLUN CORPORATION BERHAD ("KLCB" OR "THE COMPANY") - PROPOSED SHAREHOLDERS' MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND - PROPOSED SHAREHOLDERS' MANDATE FOR AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES

Announcement Type: General Announcement for PLC
Company Name KIMLUN CORPORATION BERHAD
Stock Name KIMLUN
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-27042015-00027

Type Announcement
Subject OTHERS
Description
KIMLUN CORPORATION BERHAD ("KLCB" OR "THE COMPANY")
- PROPOSED SHAREHOLDERS'  MANDATES FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND
- PROPOSED SHAREHOLDERS' MANDATE FOR AUTHORITY TO THE COMPANY TO PURCHASE ITS OWN SHARES

The Company had at its Fifth Annual General Meeting held on 19 June 2014 obtained the authority from its shareholders to enable the Company and its subsidiaries (“Group”) to enter into recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations as well as for the Company to purchase its own shares of up to ten per cent (10%) of its issued and paid-up capital (“Shareholders’ Mandates”).

The Shareholders' Mandates will expire at the conclusion of the forthcoming Annual General Meeting (“AGM”) of the Company.  The Company intends to seek its shareholders' approval for the Proposed Renewal of Shareholders’ Mandates at the Company's forthcoming AGM.

In addition, the Board of Directors wishes to seek shareholders’ mandate for new recurrent related party transactions of a revenue or trading nature which are necessary for the Group’s day-to-day operations and are carried out in the ordinary course of business on normal commercial terms which are not detrimental to the minority shareholders of the Company.

A Circular to Shareholders on the aforementioned proposals will be despatched to the shareholders of KLCB in due course.

This announcement is dated 28 April 2015.






KIMLUN - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS KIMLUN CORPORATION BERHAD ("KIMLUN" or "THE COMPANY") ACQUISITION BY KIMLUN LAND SDN BHD (926350-P), A WHOLLY OWNED SUBSIDIARY OF KIMLUN CORPORATION BERHAD, OF FORTY ONE (41) 99-YEAR LEASEHOLD VACANT DETACHED LOTS ("ACQUISITION")

Announcement Type: General Announcement for PLC
Company Name KIMLUN CORPORATION BERHAD
Stock Name KIMLUN
Date Announced 28 Apr 2015
Category General Announcement for PLC
Reference Number GA1-28042015-00015

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
KIMLUN CORPORATION BERHAD ("KIMLUN" or "THE COMPANY")
ACQUISITION BY KIMLUN LAND SDN BHD (926350-P), A WHOLLY OWNED SUBSIDIARY OF KIMLUN CORPORATION BERHAD, OF FORTY ONE (41) 99-YEAR LEASEHOLD VACANT DETACHED LOTS ("ACQUISITION")

Reference is made to the announcements on 5 March 2014, 28 August 2014, 29 December 2014 and 26 February 2015 (“Earlier Announcements”). 

Unless otherwise stated, all abbreviations used in this announcement shall have the same meaning as those previously defined in the Earlier Announcements.

The Board of Directors of the Company wishes to announce that upon considering the request from BMSB dated 23 April 2015, KLLSB has agreed to grant an extension of time from 30 April 2015 to 31 July 2015 for BMSB to fulfil all the Conditions Precedent in accordance to the terms of the Agreement of Sale.

Save for the above, all other terms and conditions in the Agreement of Sale remain unchanged.

This announcement is dated 28 April 2015.






BJFOOD - Changes in Sub. S-hldr's Int. (29B) - UBS AG LONDON

Announcement Type: Change in Substantial Shareholders Interest Pursuant to Form 29B
Company Name BERJAYA FOOD BERHAD
Stock Name BJFOOD
Date Announced 28 Apr 2015
Category Change in Substantial Shareholders Interest Pursuant to Form 29B
Reference Number CS2-28042015-00004

Particulars of substantial Securities Holder

Name UBS AG LONDON
Address 1, Finsbury Avenue, London EC2M 2PP, United Kingdom.
NRIC/Passport No/Company No. FC021146
Nationality/Country of incorporation United Kingdom
Descriptions (Class & nominal value) Ordinary Shares of RM0.50 each
Name & address of registered holder UBS AG, London Branch 1, Finsbury Avenue, London EC2M 2PP, UK.

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Acquired 21 Apr 2015
30,000

Circumstances by reason of which change has occurred Purchase of shares
Nature of interest Direct Interest
Direct (units) 20,120,000
Direct (%) 5.38
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change 20,120,000
Date of notice 27 Apr 2015



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