September 25, 2012

Company announcements: PWORTH, ENGKAH, WATTA, RESINTC, DUFU, SUPERLN, GLOBALC, WZSTEEL, DIALOG

PWORTH - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)

Announcement Type: General Announcement
Company NamePRICEWORTH INTERNATIONAL BERHAD  
Stock Name PWORTH  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoCC-120924-55875

TypeAnnouncement
SubjectMONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
DescriptionLOGS PRODUCTION FIGURES FOR THE MONTH OF AUGUST 2012

In accordance with Paragraph 9.36 of the Main Market Listing Requirements, Priceworth International Berhad wishes to announce that the Group's log production figures for the month of August 2012 is 14,709.40m3.


ENGKAH - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):COMBINATION OF NEW ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameENG KAH CORPORATION BERHAD  
Stock Name ENGKAH  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoOI-120925-62656

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
DescriptionENG KAH CORPORATION BERHAD ("ENGKAH" OR THE "COMPANY")

(I) BONUS ISSUE OF SHARES; AND
(II) BONUS ISSUE OF WARRANTS

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
We refer to our earlier announcements dated 30 April 2012, 14 May 2012, 30 May 2012, 5 June 2012 and 7 September 2012. Unless stated otherwise, the terms used herein shall carry the same meaning as those defined in the said earlier announcements.
Pursuant to Paragraph 6.35(4) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"), on behalf of the Board of Directors of ENGKAH, OSK Investment Bank Berhad wishes to announce that 6,319,887 Bonus Shares issued pursuant to the Bonus Issue of Shares will be listed and quoted on the Main Market of Bursa Securities with effect from 9.00 a.m. on Wednesday, 26 September 2012.

This announcement is dated 25 September 2012.

WATTA - REPLY TO QUERY

Announcement Type: General Announcement
Company NameWATTA HOLDING BERHAD  
Stock Name WATTA  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoOS-120925-63438

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDCY-120924-53784
SubjectREPLY TO QUERY
DescriptionWATTA HOLDING BERHAD (“WATTA” OR THE “COMPANY”)

(A) PROPOSED ACQUISITION BY WATTA OF THE ENTIRE EQUITY INTEREST IN MOBILE TECHNIC SDN BHD (“MTSB”) AND SEMS SERVICES SDN BHD (“SEMS”) FOR A TOTAL CASH CONSIDERATION OF RM8,300,000; AND

(B) PROPOSED DIVERSIFICATION OF THE BUSINESS OF WATTA AND ITS SUBSIDIARIES (“WATTA GROUP” OR “GROUP”) TO INCLUDE THE SERVICING OF MOBILE TELECOMMUNICATION PRODUCTS (“PROPOSED DIVERSIFICATION”)

(COLLECTIVELY, THE “PROPOSALS”)
Query Letter Contents We refer to your Company's announcement dated 20 September 2012 in respect of
the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following
additional information for public release:-
Justification(s) for the purchase consideration of RM8.3 million, including
justification(s) for the premium over the Minimum NTA of RM3,252,019.
Justification(s) for the price-earnings ratio of 8.3 times.
Further elaboration on the future earnings prospects of the Sale Companies.
Mode of compensation/payment to Watta in the event of shortfall in the Minimum
NTA so warranted.
Mode of compensation/payment to Watta in the event of shortfall in the Profit
Guarantee.
Further elaboration on the entry by each of the Vendors into employment
contracts.
Further elaboration on the declaration of dividends of up to RM1,632,395 by
MTSB and/or SEMS.
To clarify and elaborate on "found to be materially inaccurate".
To also state the method of adjustment to the cash consideration, and if
relevant, the maximum and minimum amount of the adjustment.
Description and outlook of the mobile telecommunication services industry where
the Sale Companies operate.





Please furnish Bursa Securities with your reply within one (1) market day from
the date hereof.


Yours faithfully




SUZALINA HARUN
Head, Issuers
Listing Division
Regulation

/WCY

copy to:- General Manager & Head, Market Surveillance, Securities Commission
(via fax)

We refer to the announcement dated 20 September 2012 and the query letter dated 24 September 2012 (ref: CY-120924-53784) from Bursa Malaysia Securities Berhad in relation to the above. The defined terms used in this announcement shall carry the same meaning as defined in the earlier announcement.

On behalf of the Board of Watta, M&A Securities Sdn Bhd wishes to announce the following additional information:

1.��� The premium over the NTA is justifiable due to the future earnings of the Company and prospects of the Sale Companies as set out under Section 6.3 of the announcement dated 20 September 2012, Section 2, 3 and 10 below as well as the Sale Companies’ principals being leaders in the mobile telecommunications market in Malaysia with combined market share of not less than 80% (January to May 2012: GFK Retail & Technology Report).

2.��� The purchase consideration represents a price earnings multiple (“PE”) of approximately 8.3 times calculated based on the Profit Guarantee of RM1.0 million. The Purchase Consideration was a figure negotiated between Watta and the Vendors. The Purchase Consideration was arrived on a “willing-buyer willing-seller” basis after taking into consideration, amongst other factors the following considerations:

(a)������� The future earnings from the Sale Companies are supported by the Profit Guarantee as well as the positive prospects of the business of the servicing of telecommunication products. As such, the market for this industry is expected to grow steadily as more consumers adopt the use of mobile telecommunication products.

(b)������� The Proposed Acquisition would generate a return on investment of approximately 12.05% per annum based on the Profit Guarantee of RM1.0 million over the purchase consideration of RM8.3 million.

3.��� The future earnings prospects of the Sale Companies are expected to be positive as the industry has recorded stable growth. Additionally, the Sale Companies are increasing their participation with Samsung and is expected to set up more service outlets. Further, the Sale Companies have commenced servicing Huawei branded devices (e.g. mobile phones, broadband devices and Internet Protocol TV setup boxes) since first quarter of 2012 and this segment of business is expected to have good growth prospects.


4.��� The mode of compensation or payment to Watta in the event of any shortfall in Minimum NTA so warranted is by reduction in the balance Purchase Price payable. The Minimum NTA should be discovered during either during the financial due diligence or later financial audit which warranty applies as at two periods, namely, as at the New Audited Date and Completion Date. So if it is later discovered only after Completion that the Minimum NTA is somehow less as at Completion Date, then recourse to Watta is to seek an indemnity from the Vendors.

5.��� In the event of any shortfall in the Profit Guarantee then Watta is compensated by the Vendors. Under the Escrow Account, an Escrow Sum amounting to RM1.0 million i.e. are currently being held as part security for the Profit Guarantee. The Escrow Sum held is to be dealt with by the parties in the manner of the SPA i.e. to be released in the event of any shortfall as certified by Watta’s auditors.

6.��� The salient terms of employment contracts includes contracting the Vendors for two years of employment after Completion on agreed terms of remuneration with a non-competition clause.

7.��� The declaration of the agreed dividend of RM1,632,395 shall be made prior to 30 September 2012 i.e. the cut-off date for determining the Warranted NTA.

8.��� The term “materially inaccurate” is defined under the SPA as any discrepancy of plus or minus 3%.

9.��� In the event that the special audited accounts are found to be materially inaccurate (i.e. any discrepancy of plus or minus 3%.), or if there shall be any shortfall in the Minimum NTA warranted, the Cash Consideration will also be reduced by the same percentage of shortfall or discrepancy (e.g. in the event that there is a 10% shortfall in the Minimum NTA, the Cash Consideration will also be reduced by 10% accordingly).� ��There is no minimum or maximum amount of adjustments.

10.�� The Sale Companies are principally involved in the servicing of mobile telecommunication products wherein they provide repair services to mobile telecommunication products by major brands. Warranted products are sent from retailers as well as direct customers to the respective service centres appointed by different brands. Products past their warranty period as well as products which do not have any warranty are currently serviced by the Sale Companies as well as fragmented non-authorised service shops.

The outlook for the servicing of mobile telecommunication products industry is closely tied to the prospects of the mobile telecommunication industry as follows:-

Overview and prospects of the mobile telecommunication industry

Value-added of the communication sub-sector increased 9.5% (Q1 2012: 9.4%) mainly due to the positive growth in the 3G, cellular and broadband segments. As at end-June 2012, the cellular phone subscriptions rose 9% to 38.4 million with a penetration rate of 133.3% (end March 2012: 7.5%; 37 million; 128.7%), driven by higher demand for smartphones, internet and multimedia services. The upward trend of the cellular segment was also supported by SMS traffic, which rebounded 2.2% to 22.6 billion (Q1 2012: -4.5%; 22.5 billion). In addition, the 3G subscriber base grew 23.2% to 12 million (end-March 2012: 16.8%; 11.3 million). Meanwhile, broadband subscriptions increased further by 8.2% to 5.8 million with a household penetration rate of 63.7% (end March 2012: 17.1%; 5.75 million; 62.9%). This was attributed to improved network coverage and rollout of high-speed broadband services. In addition, the number of wireless hotspot locations increased to 26,698 nationwide (end-March 2012: 26,232).

(Source: Second quarterly update on Malaysian economy, Ministry of Finance of Malaysia)

This announcement is dated 25 September 2012.

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RESINTC - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameRESINTECH BERHAD  
Stock Name RESINTC  
Date Announced25 Sept 2012  
CategoryGeneral Meetings
Reference NoCA-120925-6A1C3

Type of MeetingAGM
IndicatorOutcome of Meeting
Date of Meeting25/09/2012
Time09:30 AM
VenueConcorde Hotel Shah Alam, Concorde III, Level 2, No. 3 Jalan Tengku Ampuan Zabedah, 40100 Shah Alam, Selangor Darul Ehsan.
Outcome of Meeting

The Board of Directors of the Company wishes to announce that all the resolutions as set out in the Notice of the Seventeenth Annual General Meeting ("17th AGM") of the Company dated 3rd September 2012 were unanimously passed at the Company's 17th AGM held today.

This announcement is dated 25th September 2012.


DUFU - General Announcement

Announcement Type: General Announcement
Company NameDUFU TECHNOLOGY CORP. BERHAD  
Stock Name DUFU  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoCA-120925-3A58F

TypeAnnouncement
SubjectOTHERS
DescriptionDUFU TECHNOLOGY CORP. BERHAD (“DUFU” OR “THE COMPANY”)
LETTER OF INTENT ON THE PROPOSED ACQUISITION OF 100% EQUITY INTEREST IN DELPHAX GROUP OF COMPANIES

The Board of Directors of Dufu wishes to announce that vide Dufu’s Letter of Intent dated September 5, 2012 issued to Delphax Sdn. Bhd. (“Delphax”), of which the same was being accepted by the latter on September 25, 2012, Dufu and Delphax (“the Parties”) have recorded the agreement in-principle to Dufu’s Proposed Acquisition of 100% equity interest in Delphax Group of Companies, comprising of the following companies (“The Proposed Delphax Group Acquisition”):-

a)��� Delphax Sdn. Bhd.;

b)��� Delphax Engineering Sdn. Bhd.;

c)��� Delphax Spine-Tech Sdn. Bhd;

d)��� Delphax Technology Sdn. Bhd.;

e)��� Delphax Innovation Sdn. Bhd.

The Proposed Delphax Group Acquisition shall be subject to the following conditions precedent:-

a)��� Finalization of Financial and Legal Due Diligence Process on Delphax Group within 3 to 6 months from September 25, 2012;

b)��� Finalization of the purchase consideration of the 100% equity interest in Delphax Group;

c)��� The approval of the shareholders of the Parties;

d)��� The approval and/or consents of the relevant governing authorities in respect of the Proposed Delphax Group Acquisition; and

e)��� Such other relevant approvals (if required);� or

f)���� Finalization of the decision to abort and terminate the Proposed Delphax Group Acquisition by issuance of Letter of Termination by Dufu.

The Letter of Intent shall be deemed to be binding and continuing until the earlier occurrence of any of the following events:-

i)��� Execution of the Sales and Purchase Agreement between the shareholders of Delphax Group and Dufu in respect of the Proposed Delphax Group Acquisition and such other agreements to give effect to the implementation and completion of the Proposed Delphax Group Acquisition; or

ii)�� Letter of Termination of Proposed Delphax Group Acquisition by Dufu confirming Dufu’s final decision to terminate the Proposed Delphax Group Acquisition.

None of the Directors or major shareholders of Dufu and/or persons connected to them, as defined under the Bursa Malaysia Securities Berhad Main Market Listing Requirements, has any interest, whether direct or indirect, in the aforesaid arrangement.

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SUPERLN - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameSUPERLON HOLDINGS BERHAD  
Stock Name SUPERLN  
Date Announced25 Sept 2012  
CategoryGeneral Meetings
Reference NoCM-120924-71171

Type of MeetingAGM
IndicatorNotice of Meeting
DescriptionSUPERLON HOLDINGS BERHAD
Notice of Sixth Annual General Meeting
Date of Meeting19/10/2012
Time02:00 PM
VenuePutra Room, Kelab Golf Sultan Abdul Aziz Shah (KGSAAS), No. 1, Rumah Kelab, Jalan Kelab Golf 13/6, 40100 Shah Alam, Selangor D.E.
Date of General Meeting Record of Depositors12/10/2012

Attachments

Superlon-Notice of Sixth AGM.pdf
72 KB


GLOBALC - LEGAL SUIT BETWEEN GMV GLOBAL SDN BHD AND GLOBAL CARRIERS BHD & GLOBAL TS SDN BHD

Announcement Type: General Announcement
Company NameGLOBAL CARRIERS BERHAD  
Stock Name GLOBALC  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoGC-120921-58423

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDNS-120914-38623
SubjectLEGAL SUIT BETWEEN GMV GLOBAL SDN BHD AND GLOBAL CARRIERS BHD & GLOBAL TS SDN BHD
DescriptionREPLY TO QUERY -ITEM NO 3 (LEGAL SUIT BETWEEN GMV GLOBAL SDN BHD AND GLOBAL CARRIERS BHD & GLOBAL TS SDN BHD)
Query Letter Contents We refer to your announcement dated 13 September 2012 in respect of the above
captioned matter.

In this connection, kindly furnish Bursa Securities with the following
additional information for public release :-

1. The particulars of the writ of summons ans statement of claims, including
the interest rate claimed for.
2. The details of the default or circumstances leading to the filing of the
writ of summons and statement of claims against Global Carriers Berhad and
Global TS Sdn Bhd.
3. Whether Global TS Sdn Bhd is a major subsidiary.
4. The total cost of investment in Global TS Sdn Bhd.
5. The financial and operational impact of the writ of summons and statement of
claim on the Group.
6. The expected losses, if any arising from the writ of summons and statement
of claims.

Kindly furnish Bursa Securities with your reply within one (1) market day from
the date hereof.

Yours faithfully


TAN YEW ENG
Head, Issuers
Listing Division
Regulation

TYE/NZ
c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax)

Attachments

REFERENCE TO GMV LEGAL SUIT-2.doc
25 KB


GLOBALC - SALES OF 12,000 D.W.T MT BUDI JASA ("VESSEL")

Announcement Type: General Announcement
Company NameGLOBAL CARRIERS BERHAD  
Stock Name GLOBALC  
Date Announced25 Sept 2012  
CategoryGeneral Announcement
Reference NoGC-120921-58129

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDNS-120914-36820
SubjectSALES OF 12,000 D.W.T MT BUDI JASA ("VESSEL")
DescriptionREPLY TO QUERY-( ITEM NO 5 AND 7) - SALES OF 12,000 D.W.T MT BUDI JASA
Query Letter Contents We refer to your announcement dated 13 September 2012 in respect of the above
captioned matter.

In this connection, kindly furnish Bursa Securities with the following
additional information for public release :-

1. The date of completion of the sale of the Vessel.
2. The age of the Vessel.
3. The basis of arriving at the consideration price of USD7.8 million together
with the justification for the consideration price.
4. The manner in which the consideration will be satified including the terms
of any arragnement for payment on a deferred basis.
5. The financial effects of the sale on the earnings per share, net assets per
share, gearing, share capital and substantial shareholders' shareholding of the
Company/Group.
6. The expected gains or losses to the Group.
7. Where the sale consideration is to be satified in cash the intended
application of the sale proceeds and the breakdown, including the timeframe for
full utilisation of proceds and details of the purchaser.
8. The particular of all liabilities to be assumed by the purchaser arising
from the sales.
9. The original cost of investment in the Vessel and the date of such
investment.
10. Whether the sale is subject to the shareholder approval and the relevant
government authorities and the estimated time frame for submission of the
application to the relevant authorities.
11. Whether the directors, major shareholders or person connected with them
have no interest, direct or indirect in the sale and the nature and extent of
their interest.
12. The rationale for the sales including any benefit which is expected to
accrue to the Company as a result of the sales.



...2/-











13. The salient features of any agreement signed, if any, and the time and
place where such documents may be inspected.
14. A statement by the board of directors, excluding interested directors
stating whether the sale is in the best interests of the Company and where a
director disagrees with such statement, a statement by the director setting out
the reasons and the factors taken into consideration in forming that opinion.
15. The highest percentage ratio applicable to the sale pursuant to Paragraph
10.02(g) of Main Market Listing Requirements.


Kindly furnish Bursa Securities with your reply within one (1) market day from
the date hereof.


Yours faithfully



TAN YEW ENG
Head, Issuers
Listing Division
Regulation

TYE/NZ

c.c:- Head, Market Surveillance Department, Market Supervision Division,
Securities Commission (via fax)

Attachments

REFERENCE TO SALE OF BUDI JASA-2.doc
32 KB


WZSTEEL - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameWZ STEEL BERHAD  
Stock Name WZSTEEL  
Date Announced25 Sept 2012  
CategoryGeneral Meetings
Reference NoCC-120919-55494

Type of MeetingAGM
IndicatorNotice of Meeting
DescriptionWZ STEEL BERHAD
- NOTICE OF THE EIGHTH ANNUAL GENERAL MEETING
Date of Meeting18/10/2012
Time10:00 AM
VenueLangkawi Room, Bukit Jalil Golf & Country Resort,
Jalan 3/155B, Bukit Jalil 57000 Kuala Lumpur
Date of General Meeting Record of Depositors10/10/2012

Attachments

WZSteel_Notice of AGM 2012.pdf
55 KB


DIALOG - 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 NameDIALOG GROUP BERHAD  
Stock Name DIALOG  
Date Announced25 Sept 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDG-120925-56522

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 RM0.10 each.
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed20/09/2012
2,174,800
 
Acquired20/09/2012
1,048,800
 

Circumstances by reason of which change has occurredPurchase and Disposal of shares.
Nature of interestDirect
Direct (units)402,051,235 
Direct (%)16.87 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change402,051,235
Date of notice25/09/2012

Remarks :
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Disposed 2,174,800 shares) - 330,902,694 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (KIB) - 11,191,054 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (HDBS) (Acquired 505,000 shares) - 1,774,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 23,740,567 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 8,620,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) (Acquired 543,800 shares) - 13,122,920 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (MAYBAN) - 7,000,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (ARIM) - 2,700,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (RHB INV) - 3,000,000 shares

Total No. of shares - 402,051,235 shares

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