TDM - TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Announcement Type: Listing Circular
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 17/01/2011
Announcement Detail:
Subject: TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 620,835 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 19 January 2011.
Company Name: TDM BERHAD
Stock Name: TDM
Date Announced: 17/01/2011
Announcement Detail:
Subject: TDM-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 620,835 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 19 January 2011.
PLUS - General Announcement
Announcement Type: General Announcement
Company Name: PLUS EXPRESSWAYS BERHAD
Stock Name: PLUS
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: PLUS EXPRESSWAYS BERHAD ("PEB" OR THE "COMPANY")
OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES, OF PLUS EXPRESSWAYS BERHAD
Contents: PLUS EXPRESSWAYS BERHAD ("PEB" OR THE "COMPANY")
OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES, OF PLUS EXPRESSWAYS BERHAD
Company Name: PLUS EXPRESSWAYS BERHAD
Stock Name: PLUS
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: PLUS EXPRESSWAYS BERHAD ("PEB" OR THE "COMPANY")
OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES, OF PLUS EXPRESSWAYS BERHAD
Contents: PLUS EXPRESSWAYS BERHAD ("PEB" OR THE "COMPANY")
OFFER TO ACQUIRE ALL OF THE BUSINESS AND UNDERTAKING, INCLUDING ALL ASSETS AND LIABILITIES, OF PLUS EXPRESSWAYS BERHAD
OSK - General Announcement
Announcement Type: General Announcement
Company Name: OSK HOLDINGS BERHAD
Stock Name: OSK
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: OSK Holdings Berhad ("OSK" or "the Company")
- The Appointment of Mr. U Chen Hock as Chief Executive Officer and Executive Director of OSK Investment Bank Berhad
Contents: OSK wishes to announce the appointment of Mr. U Chen Hock as Chief Executive Officer ("CEO") and Executive Director of OSK Investment Bank Berhad ("OSKIB") effective 18 January 2011. OSKIB is a wholly-owned subsidiary of the Company. Mr. U will succeed Mr. Ong Leong Huat, the current Group Managing Director/CEO, who retires in compliance with regulatory requirements. Mr. Ong will remain in the Board of OSKIB as a Non-Independent Non-Executive Director.
A press release on this matter is attached herein.
This announcement is dated 17 January 2011.
Attachments: CEO Appmt-Press Release.pdf
Company Name: OSK HOLDINGS BERHAD
Stock Name: OSK
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: OSK Holdings Berhad ("OSK" or "the Company")
- The Appointment of Mr. U Chen Hock as Chief Executive Officer and Executive Director of OSK Investment Bank Berhad
Contents: OSK wishes to announce the appointment of Mr. U Chen Hock as Chief Executive Officer ("CEO") and Executive Director of OSK Investment Bank Berhad ("OSKIB") effective 18 January 2011. OSKIB is a wholly-owned subsidiary of the Company. Mr. U will succeed Mr. Ong Leong Huat, the current Group Managing Director/CEO, who retires in compliance with regulatory requirements. Mr. Ong will remain in the Board of OSKIB as a Non-Independent Non-Executive Director.
A press release on this matter is attached herein.
This announcement is dated 17 January 2011.
Attachments: CEO Appmt-Press Release.pdf
GUANCHG - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: N/A
Company Name: GUAN CHONG BERHAD
Stock Name: GUANCHG
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: Guan Chong Berhad (:GCB" or "the Company")
Notification to deal in Securities by Director during closed period
Contents: In compliance with Paragraph 14.08 of Chapter 14 of the Listing Requirements of the Bursa Malaysia Securities Berhad, Guan Chong Berhad ("the Company") wishes to announce that the Company has received the notification from one (1) Director of the Company of his intention to deal in securities of the Company during the closed period for the Company's upcoming aannouncement od the 4th quarter results ended 31 December 2010.
Submitting Merchant Bank: N/A
Company Name: GUAN CHONG BERHAD
Stock Name: GUANCHG
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: Guan Chong Berhad (:GCB" or "the Company")
Notification to deal in Securities by Director during closed period
Contents: In compliance with Paragraph 14.08 of Chapter 14 of the Listing Requirements of the Bursa Malaysia Securities Berhad, Guan Chong Berhad ("the Company") wishes to announce that the Company has received the notification from one (1) Director of the Company of his intention to deal in securities of the Company during the closed period for the Company's upcoming aannouncement od the 4th quarter results ended 31 December 2010.
GUANCHG - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Submitting Merchant Bank: N/A
Company Name: GUAN CHONG BERHAD
Stock Name: GUANCHG
Date Announced: 17/01/2011
Announcement Detail:
Date of buy back: 17/01/2011
Description of shares purchased: Ordinary shares of RM0.25 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 254,900
Minimum price paid for each share purchased ($$): 2.370
Maximum price paid for each share purchased ($$): 2.550
Total consideration paid ($$): 619,213.02
Number of shares purchased retained in treasury (units): 254,900
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 577,900
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.24
Remarks: The share buy-back authority was approved by the shareholders of Guan Chong Berhad at the Extraordinary General Meeting held on 20 December 2010.
Submitting Merchant Bank: N/A
Company Name: GUAN CHONG BERHAD
Stock Name: GUANCHG
Date Announced: 17/01/2011
Announcement Detail:
Date of buy back: 17/01/2011
Description of shares purchased: Ordinary shares of RM0.25 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 254,900
Minimum price paid for each share purchased ($$): 2.370
Maximum price paid for each share purchased ($$): 2.550
Total consideration paid ($$): 619,213.02
Number of shares purchased retained in treasury (units): 254,900
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 577,900
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 (%): 0.24
Remarks: The share buy-back authority was approved by the shareholders of Guan Chong Berhad at the Extraordinary General Meeting held on 20 December 2010.
UOAREIT - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: UOA REAL ESTATE INVESTMENT TRUST
Stock Name: UOAREIT
Date Announced: 17/01/2011
Announcement Detail:
Date of change: 17/01/2011
Type of change: Appointment
Designation: Chief Executive Officer
Directorate: Executive
Name: KONG SZE CHOON
Age: 34
Nationality: SINGAPOREAN
Qualifications: BACHELOR OF COMMERCE (FINANCE), CURTIN UNIVERSITY OF TECHNOLOGY, AUSTRALIA, DIPLOMA IN BUSINESS (MARKETING), NGEE ANN POLYTECHNIC, SINGAPORE.
Working experience and occupation: 1) 2002 TO 2004 : PROPERTY EXECUTIVE OF UOA HOLDINGS SDN BHD
2) 2004 TO 2005 : PERSONAL BANKER OF UNITED OVERSEAS
BANK LIMITED (SINGAPORE)
3) 2005 TO 2006 : PRIVATE BANKER OF HONG LEONG BANK
(SINGAPORE)
4) 2006 TO 2008 : PROPERTY MANAGER, LEASING AND MARKETING
OF UOA HOLDINGS SDN BHD
5) 2008 TO PRESENT : ASSETS MANAGEMENT MANAGER OF UOA ASSET
MANAGEMENT SDN BHD
Directorship of public companies (if any): NIL
Family relationship with any director and/or major shareholder of the listed issuer: MR KONG SZE CHOON IS THE SON OF MR KONG CHONG SOON @ CHI SUIM, A MAJOR SHAREHOLDER OF UOA ASSET MANAGEMENT SDN BHD, THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST AND MAJOR UNITHOLDER OF UOA REAL ESTATE INVESTMENT TRUST ("UOA REIT"). MR KONG CHONG SOON @ CHI SUIM DIRECTLY HOLDS 362,000 UNITS IN UOA REIT AND INDIRECTLY HOLDS 149,294,200 UNITS IN UOA REIT BY VIRTUE OF HIS INTEREST IN UNITED OVERSEAS AUSTRALIA LIMITED (THE ULTIMATE HOLDING COMPANY OF WISMA UOA SDN BHD, DAMAI POSITIF SDN BHD, DYNASTY PORTFOLIO SDN BHD, LTG DEVELOPMENT SDN BHD AND UOA HOLDINGS SDN BHD).
Any conflict of interests that he/she has with the listed issuer: NIL
Details of any interest in the securities of the listed issuer or its subsidiaries: DIRECT HOLDINGS : 19,000 UNITS
INDIRECT HOLDINGS : 9,000 UNITS BY VIRTUE OF HIS INTEREST
IN GLOBAL TRANSACT SDN BHD
Remarks: MR KONG SZE CHOON HAS BEEN APPOINTED AS CHIEF EXECUTIVE OFFICER / NON-INDEPENDENT EXECUTIVE DIRECTOR OF UOA ASSET MANAGEMENT SDN BHD ("UOAAMSB"), THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST WITH EFFECT FROM 14 JANUARY 2011.
Company Name: UOA REAL ESTATE INVESTMENT TRUST
Stock Name: UOAREIT
Date Announced: 17/01/2011
Announcement Detail:
Date of change: 17/01/2011
Type of change: Appointment
Designation: Chief Executive Officer
Directorate: Executive
Name: KONG SZE CHOON
Age: 34
Nationality: SINGAPOREAN
Qualifications: BACHELOR OF COMMERCE (FINANCE), CURTIN UNIVERSITY OF TECHNOLOGY, AUSTRALIA, DIPLOMA IN BUSINESS (MARKETING), NGEE ANN POLYTECHNIC, SINGAPORE.
Working experience and occupation: 1) 2002 TO 2004 : PROPERTY EXECUTIVE OF UOA HOLDINGS SDN BHD
2) 2004 TO 2005 : PERSONAL BANKER OF UNITED OVERSEAS
BANK LIMITED (SINGAPORE)
3) 2005 TO 2006 : PRIVATE BANKER OF HONG LEONG BANK
(SINGAPORE)
4) 2006 TO 2008 : PROPERTY MANAGER, LEASING AND MARKETING
OF UOA HOLDINGS SDN BHD
5) 2008 TO PRESENT : ASSETS MANAGEMENT MANAGER OF UOA ASSET
MANAGEMENT SDN BHD
Directorship of public companies (if any): NIL
Family relationship with any director and/or major shareholder of the listed issuer: MR KONG SZE CHOON IS THE SON OF MR KONG CHONG SOON @ CHI SUIM, A MAJOR SHAREHOLDER OF UOA ASSET MANAGEMENT SDN BHD, THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST AND MAJOR UNITHOLDER OF UOA REAL ESTATE INVESTMENT TRUST ("UOA REIT"). MR KONG CHONG SOON @ CHI SUIM DIRECTLY HOLDS 362,000 UNITS IN UOA REIT AND INDIRECTLY HOLDS 149,294,200 UNITS IN UOA REIT BY VIRTUE OF HIS INTEREST IN UNITED OVERSEAS AUSTRALIA LIMITED (THE ULTIMATE HOLDING COMPANY OF WISMA UOA SDN BHD, DAMAI POSITIF SDN BHD, DYNASTY PORTFOLIO SDN BHD, LTG DEVELOPMENT SDN BHD AND UOA HOLDINGS SDN BHD).
Any conflict of interests that he/she has with the listed issuer: NIL
Details of any interest in the securities of the listed issuer or its subsidiaries: DIRECT HOLDINGS : 19,000 UNITS
INDIRECT HOLDINGS : 9,000 UNITS BY VIRTUE OF HIS INTEREST
IN GLOBAL TRANSACT SDN BHD
Remarks: MR KONG SZE CHOON HAS BEEN APPOINTED AS CHIEF EXECUTIVE OFFICER / NON-INDEPENDENT EXECUTIVE DIRECTOR OF UOA ASSET MANAGEMENT SDN BHD ("UOAAMSB"), THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST WITH EFFECT FROM 14 JANUARY 2011.
UOAREIT - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: UOA REAL ESTATE INVESTMENT TRUST
Stock Name: UOAREIT
Date Announced: 17/01/2011
Announcement Detail:
Date of change: 17/01/2011
Type of change: Resignation
Designation: Chief Executive Officer
Directorate: Executive
Name: CHAN CECELIA
Age: 57
Nationality: SINGAPOREAN
Qualifications: DIPLOMA IN MARKETING MANAGEMENT
Working experience and occupation: COMPANY DIRECTOR
Directorship of public companies (if any): NIL
Family relationship with any director and/or major shareholder of the listed issuer: NIL
Any conflict of interests that he/she has with the listed issuer: NIL
Details of any interest in the securities of the listed issuer or its subsidiaries: DIRECT HOLDINGS : 141,800 UNITS
INDIRECT HOLDINGS : NIL
Remarks: MS CHAN CECELIA HAS RESIGNED FROM THE POSITION OF CHIEF EXECUTIVE OFFICER / NON-INDEPENDENT EXECUTIVE DIRECTOR OF UOA ASSET MANAGEMENT SDN BHD ("UOAAMSB"), THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST ON 14 JANUARY 2011. THE AFORESAID RESIGNATION WAS ACCEPTED BY THE BOARD OF DIRECTORS OF UOAAMSB ON 17 JANUARY 2011.
Company Name: UOA REAL ESTATE INVESTMENT TRUST
Stock Name: UOAREIT
Date Announced: 17/01/2011
Announcement Detail:
Date of change: 17/01/2011
Type of change: Resignation
Designation: Chief Executive Officer
Directorate: Executive
Name: CHAN CECELIA
Age: 57
Nationality: SINGAPOREAN
Qualifications: DIPLOMA IN MARKETING MANAGEMENT
Working experience and occupation: COMPANY DIRECTOR
Directorship of public companies (if any): NIL
Family relationship with any director and/or major shareholder of the listed issuer: NIL
Any conflict of interests that he/she has with the listed issuer: NIL
Details of any interest in the securities of the listed issuer or its subsidiaries: DIRECT HOLDINGS : 141,800 UNITS
INDIRECT HOLDINGS : NIL
Remarks: MS CHAN CECELIA HAS RESIGNED FROM THE POSITION OF CHIEF EXECUTIVE OFFICER / NON-INDEPENDENT EXECUTIVE DIRECTOR OF UOA ASSET MANAGEMENT SDN BHD ("UOAAMSB"), THE MANAGEMENT COMPANY OF UOA REAL ESTATE INVESTMENT TRUST ON 14 JANUARY 2011. THE AFORESAID RESIGNATION WAS ACCEPTED BY THE BOARD OF DIRECTORS OF UOAAMSB ON 17 JANUARY 2011.
SUNCITY - SUNWAY CITY BERHAD ("SUNCITY") - ACQUISITION OF SHARES BY SUNCITY
Announcement Type: General Announcement
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY") - ACQUISITION OF SHARES BY SUNCITY
Contents: We wish to inform that SunCity had on 14 January 2011, acquired two (2) ordinary shares of RM1/- each, representing 100% of the total issued and paid-up share capital of Top Magnitude Sdn Bhd ("TMSB") for a total consideration of RM2/-.
TMSB was incorporated on 21 December 2010 and its authorised and paid-up share capital are RM100,000/- and RM2/- respectively. The intended principal activity of TMSB is property investment.
None of the directors or substantial shareholders of SunCity or persons connected with them has any interest, direct or indirect in the aforesaid acquisition.
This announcement is dated 17 January 2011.
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY") - ACQUISITION OF SHARES BY SUNCITY
Contents: We wish to inform that SunCity had on 14 January 2011, acquired two (2) ordinary shares of RM1/- each, representing 100% of the total issued and paid-up share capital of Top Magnitude Sdn Bhd ("TMSB") for a total consideration of RM2/-.
TMSB was incorporated on 21 December 2010 and its authorised and paid-up share capital are RM100,000/- and RM2/- respectively. The intended principal activity of TMSB is property investment.
None of the directors or substantial shareholders of SunCity or persons connected with them has any interest, direct or indirect in the aforesaid acquisition.
This announcement is dated 17 January 2011.
SUNCITY - SUNWAY CITY BERHAD ("SUNCITY" OR THE "COMPANY") PROPOSED INTERNAL REORGANISATION EXERCISE
Announcement Type: General Announcement
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY" OR THE "COMPANY")
PROPOSED INTERNAL REORGANISATION EXERCISE
Contents: On behalf of the Board of Directors of SunCity ("Board"), we wish to announce that the Board is desirous of implementing an internal reorganisation exercise involving:
(a) the sale by SunCity and the acquisition by Bintutara Sdn Bhd (Company No.: 112537-P) ("BSB"), a wholly owned subsidiary of SunCity, of all of SunCity's property development business and undertaking including all assets and liabilities in respect of such property development business ("Property Development Business"); and
(b) the sale by SunCity and the acquisition by Top Magnitude Sdn Bhd (Company No.: 926145-W) ("TMSB"), another wholly owned subsidiary of SunCity, of all of SunCity's property investment business and undertaking including all assets and liabilities in respect of such property investment business ("Property Investment Business").
(collectively referred to as the "Internal Reorganisation").
SunCity has accordingly today entered into a Sale of Property Development Business Agreement with BSB with respect to the Property Development Business ("SPDBA") and a Sale of Property Investment Business Agreement with TMSB with respect to the Property Investment Business ("SPIBA").
The objective of the Internal Reorganisation is to create a corporate structure whereby SunCity will be solely an investment holding company with business operations being streamlined under various entities held by SunCity according to business divisions. This provides greater management flexibility in managing its operations, including facilitating future business arrangements and the development of SunCity's businesses.
The purchase considerations payable by BSB for the purchase of the Property Development Business and payable by TMSB for the Property Investment Business were arrived at on a willing buyer willing seller basis, and shall be such sum equivalent to the net asset values of the assets and liabilities of the Property Development Business and the Property Investment Business as at the completion date of the SPDBA and SPIBA respectively ("Completion Date"), which is to be stipulated in a Completion Statement made up to the Completion Date to be issued by SunCity. The total purchase considerations payable by BSB and TMSB for the Property Development Business and Property Investment Business respectively will be satisfied by way of the creation of inter-company debts due from both BSB and TMSB respectively to SunCity, which are payable on demand by SunCity.
The Internal Reorganisation is conditional upon the following conditions precedent ("Conditions Precedent") being fulfilled:
(a) the consent or approval of the relevant creditors/lender/financiers of SunCity for the disposal of the Property Development Business and Property Investment Business having been obtained (if applicable);
(b) consents from any third parties as may be required in connection with the transfer of the assets and liabilities in respect of the Property Development Business and Property Investment Business in accordance with the provisions of the SPDBA and the SPIBA having been obtained; and
(c) the approvals of any other authorities or parties deemed necessary by the parties to the SPDBA and SPIBA respectively having been obtained.
The SPDBA and SPIBA shall become unconditional on the date when all the Conditions Precedent abovementioned have been fulfilled or waived ("Completion Date").
Upon completion of the Internal Reorganisation, SunCity shall cease its existing property development and property investment operations and become solely an investment holding company.
The Internal Reorganisation is not expected to have any effect on the issued and paid-up capital of SunCity or SunCity's substantial shareholders' shareholdings or any material effect on the earnings, net assets or gearing of SunCity on a consolidated basis.
We wish to highlight that on 24 November 2010, the Board had received a letter from Sunway Berhad (formerly known as Alpha Sunrise Sdn Bhd) ("Sunway") ("Offer Letter") which sets out Sunway's offer to acquire the entire business and undertaking of SunCity as at 24 November 2010, including all assets and liabilities of SunCity ("Offer") upon terms and conditions contained in the Offer Letter. Further details are as set out in the Company's announcement dated 24 November 2010.
Subsequently, as announced on 14 December 2010, the non-interested Directors of SunCity, after taking into consideration, among others, the independent advice of the Independent Adviser, Goldman Sachs (Malaysia) Sdn Bhd ("GS"), have decided to accept the Offer, subject to, inter alia, the approval of the shareholders and relevant authorities, where required. GS has been appointed by the non-interested directors of SunCity to advise the non-interested Directors and non-interested shareholders of SunCity on the proposed disposal by SunCity of its entire business and undertaking, including all assets and liabilities, to Sunway ("Proposed Disposal").
The Offer would not be affected by the Internal Reorganisation and shall continue to apply in respect of all of the business and undertaking of SunCity. Consent has been sought from Sunway for SunCity to conduct the Internal Reorganisation, in view of the restrictive covenants set out in paragraphs 6(ii) and 6(iii) of the Offer Letter. The Internal Reorganisation is a stand-alone exercise to streamline the corporate structure of SunCity and accordingly the Proposed Disposal and the Internal Reorganisation are not conditional upon one another. It is anticipated however that the Internal Reorganisation will be completed prior to the completion of the Proposal Disposal. Upon the completion of the Internal Reorganisation, all the shares held by SunCity in BSB and TMSB shall form part of the business and undertaking and assets and liabilities to be sold and transferred to Sunway as part of the Proposed Disposal.
None of SunCity's directors, major shareholders and/or persons connected to them has any interest, whether direct or indirect, in the Internal Reorganisation.
The Board, after considering all aspects of the Internal Reorganisation, is of the opinion that the Internal Reorganisation is in the best interest of SunCity.
This announcement is dated 17 January 2011.
Submitting Merchant Bank: CIMB INVESTMENT BANK BERHAD
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY" OR THE "COMPANY")
PROPOSED INTERNAL REORGANISATION EXERCISE
Contents: On behalf of the Board of Directors of SunCity ("Board"), we wish to announce that the Board is desirous of implementing an internal reorganisation exercise involving:
(a) the sale by SunCity and the acquisition by Bintutara Sdn Bhd (Company No.: 112537-P) ("BSB"), a wholly owned subsidiary of SunCity, of all of SunCity's property development business and undertaking including all assets and liabilities in respect of such property development business ("Property Development Business"); and
(b) the sale by SunCity and the acquisition by Top Magnitude Sdn Bhd (Company No.: 926145-W) ("TMSB"), another wholly owned subsidiary of SunCity, of all of SunCity's property investment business and undertaking including all assets and liabilities in respect of such property investment business ("Property Investment Business").
(collectively referred to as the "Internal Reorganisation").
SunCity has accordingly today entered into a Sale of Property Development Business Agreement with BSB with respect to the Property Development Business ("SPDBA") and a Sale of Property Investment Business Agreement with TMSB with respect to the Property Investment Business ("SPIBA").
The objective of the Internal Reorganisation is to create a corporate structure whereby SunCity will be solely an investment holding company with business operations being streamlined under various entities held by SunCity according to business divisions. This provides greater management flexibility in managing its operations, including facilitating future business arrangements and the development of SunCity's businesses.
The purchase considerations payable by BSB for the purchase of the Property Development Business and payable by TMSB for the Property Investment Business were arrived at on a willing buyer willing seller basis, and shall be such sum equivalent to the net asset values of the assets and liabilities of the Property Development Business and the Property Investment Business as at the completion date of the SPDBA and SPIBA respectively ("Completion Date"), which is to be stipulated in a Completion Statement made up to the Completion Date to be issued by SunCity. The total purchase considerations payable by BSB and TMSB for the Property Development Business and Property Investment Business respectively will be satisfied by way of the creation of inter-company debts due from both BSB and TMSB respectively to SunCity, which are payable on demand by SunCity.
The Internal Reorganisation is conditional upon the following conditions precedent ("Conditions Precedent") being fulfilled:
(a) the consent or approval of the relevant creditors/lender/financiers of SunCity for the disposal of the Property Development Business and Property Investment Business having been obtained (if applicable);
(b) consents from any third parties as may be required in connection with the transfer of the assets and liabilities in respect of the Property Development Business and Property Investment Business in accordance with the provisions of the SPDBA and the SPIBA having been obtained; and
(c) the approvals of any other authorities or parties deemed necessary by the parties to the SPDBA and SPIBA respectively having been obtained.
The SPDBA and SPIBA shall become unconditional on the date when all the Conditions Precedent abovementioned have been fulfilled or waived ("Completion Date").
Upon completion of the Internal Reorganisation, SunCity shall cease its existing property development and property investment operations and become solely an investment holding company.
The Internal Reorganisation is not expected to have any effect on the issued and paid-up capital of SunCity or SunCity's substantial shareholders' shareholdings or any material effect on the earnings, net assets or gearing of SunCity on a consolidated basis.
We wish to highlight that on 24 November 2010, the Board had received a letter from Sunway Berhad (formerly known as Alpha Sunrise Sdn Bhd) ("Sunway") ("Offer Letter") which sets out Sunway's offer to acquire the entire business and undertaking of SunCity as at 24 November 2010, including all assets and liabilities of SunCity ("Offer") upon terms and conditions contained in the Offer Letter. Further details are as set out in the Company's announcement dated 24 November 2010.
Subsequently, as announced on 14 December 2010, the non-interested Directors of SunCity, after taking into consideration, among others, the independent advice of the Independent Adviser, Goldman Sachs (Malaysia) Sdn Bhd ("GS"), have decided to accept the Offer, subject to, inter alia, the approval of the shareholders and relevant authorities, where required. GS has been appointed by the non-interested directors of SunCity to advise the non-interested Directors and non-interested shareholders of SunCity on the proposed disposal by SunCity of its entire business and undertaking, including all assets and liabilities, to Sunway ("Proposed Disposal").
The Offer would not be affected by the Internal Reorganisation and shall continue to apply in respect of all of the business and undertaking of SunCity. Consent has been sought from Sunway for SunCity to conduct the Internal Reorganisation, in view of the restrictive covenants set out in paragraphs 6(ii) and 6(iii) of the Offer Letter. The Internal Reorganisation is a stand-alone exercise to streamline the corporate structure of SunCity and accordingly the Proposed Disposal and the Internal Reorganisation are not conditional upon one another. It is anticipated however that the Internal Reorganisation will be completed prior to the completion of the Proposal Disposal. Upon the completion of the Internal Reorganisation, all the shares held by SunCity in BSB and TMSB shall form part of the business and undertaking and assets and liabilities to be sold and transferred to Sunway as part of the Proposed Disposal.
None of SunCity's directors, major shareholders and/or persons connected to them has any interest, whether direct or indirect, in the Internal Reorganisation.
The Board, after considering all aspects of the Internal Reorganisation, is of the opinion that the Internal Reorganisation is in the best interest of SunCity.
This announcement is dated 17 January 2011.
YTLPOWR - YTL POWER INTERNATIONAL BERHAD - ACQUISITION OF NEW SUBSIDIARY
Announcement Type: General Announcement
Company Name: YTL POWER INTERNATIONAL BHD
Stock Name: YTLPOWR
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: YTL POWER INTERNATIONAL BERHAD
- ACQUISITION OF NEW SUBSIDIARY
Contents: Pursuant to Paragraph 9.19(23) of the Listing Requirements, the Board of Directors of YTL Power International Berhad ('YTL Power' or 'the Company') wishes to announce that the Company is now beneficially interested in 450,000 ordinary shares of RM1.00 each ('Shares') representing 90% of the issued and paid-up share capital of Extiva Communications Sdn Bhd ('Extiva Communications') acquired from YTL e-Solutions Berhad ('YTLe'), a related company, for a consideration of RM18,000,000 ('the Acquisition') in cash. Extiva Communications will become a subsidiary upon completion of the registration of the Shares in the Company's name.
Extiva Communications was incorporated on 14 April 1998 and presently has an authorised share capital of RM1,000,000.00 comprising 1,000,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares have been issued and fully paid-up. Extiva Communications is principally involved in developing and marketing VoIP telephony and other advanced network media appliances for the service provider and enterprise telephony markets.
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of the YTL Power Group for the current financial year.
Save for the following interests of the Directors, major shareholders and/or persons connected with them, none of the other Directors or major shareholders of the Company or persons connected with them, insofar as the Board of the Company is aware, has any interest, direct or indirect in the Acquisition:-
(i) Tan Sri Dato' Seri (Dr) Yeoh Tiong Lay ('Tan Sri YTL'), Yeoh Tiong Lay & Sons Holdings Sdn Bhd and YTL Corporation Berhad, major shareholders of YTL Power, are also major shareholders of YTLe;
(ii) Tan Sri Dato' (Dr) Francis Yeoh Sock Ping, Dato' Yeoh Seok Kian, Dato' Yeoh Soo Min, Dato' Yeoh Seok Hong, Dato' Sri Michael Yeoh Sock Siong, Dato' Yeoh Soo Keng and Dato' Mark Yeoh Seok Kah, directors of the Company, are also persons connected with Tan Sri YTL;
(iii) Tan Sri Dato' (Dr) Francis Yeoh Sock Ping and Dato' Sri Michael Yeoh Sock Siong are also Directors of YTLe;
(iv) Dato' Yeoh Soo Min, Dato' Yeoh Soo Keng, Datin Sri Tan Siew Bee (spouse of Dato' Sri Michael Yeoh Sock Siong), Dato' Tan Kim Kuan (spouse of Dato' Yeoh Soo Min) and Tan & Yeoh Properties Sdn Bhd (body corporate controlled by Dato' Yeoh Soo Min and her spouse) have interest in shares of YTLe.
Company Name: YTL POWER INTERNATIONAL BHD
Stock Name: YTLPOWR
Date Announced: 17/01/2011
Announcement Detail:
Type: Announcement
Subject: YTL POWER INTERNATIONAL BERHAD
- ACQUISITION OF NEW SUBSIDIARY
Contents: Pursuant to Paragraph 9.19(23) of the Listing Requirements, the Board of Directors of YTL Power International Berhad ('YTL Power' or 'the Company') wishes to announce that the Company is now beneficially interested in 450,000 ordinary shares of RM1.00 each ('Shares') representing 90% of the issued and paid-up share capital of Extiva Communications Sdn Bhd ('Extiva Communications') acquired from YTL e-Solutions Berhad ('YTLe'), a related company, for a consideration of RM18,000,000 ('the Acquisition') in cash. Extiva Communications will become a subsidiary upon completion of the registration of the Shares in the Company's name.
Extiva Communications was incorporated on 14 April 1998 and presently has an authorised share capital of RM1,000,000.00 comprising 1,000,000 ordinary shares of RM1.00 each of which 500,000 ordinary shares have been issued and fully paid-up. Extiva Communications is principally involved in developing and marketing VoIP telephony and other advanced network media appliances for the service provider and enterprise telephony markets.
The Acquisition is not expected to have any material effect on the earnings, net assets and gearing of the YTL Power Group for the current financial year.
Save for the following interests of the Directors, major shareholders and/or persons connected with them, none of the other Directors or major shareholders of the Company or persons connected with them, insofar as the Board of the Company is aware, has any interest, direct or indirect in the Acquisition:-
(i) Tan Sri Dato' Seri (Dr) Yeoh Tiong Lay ('Tan Sri YTL'), Yeoh Tiong Lay & Sons Holdings Sdn Bhd and YTL Corporation Berhad, major shareholders of YTL Power, are also major shareholders of YTLe;
(ii) Tan Sri Dato' (Dr) Francis Yeoh Sock Ping, Dato' Yeoh Seok Kian, Dato' Yeoh Soo Min, Dato' Yeoh Seok Hong, Dato' Sri Michael Yeoh Sock Siong, Dato' Yeoh Soo Keng and Dato' Mark Yeoh Seok Kah, directors of the Company, are also persons connected with Tan Sri YTL;
(iii) Tan Sri Dato' (Dr) Francis Yeoh Sock Ping and Dato' Sri Michael Yeoh Sock Siong are also Directors of YTLe;
(iv) Dato' Yeoh Soo Min, Dato' Yeoh Soo Keng, Datin Sri Tan Siew Bee (spouse of Dato' Sri Michael Yeoh Sock Siong), Dato' Tan Kim Kuan (spouse of Dato' Yeoh Soo Min) and Tan & Yeoh Properties Sdn Bhd (body corporate controlled by Dato' Yeoh Soo Min and her spouse) have interest in shares of YTLe.
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