October 15, 2012

Company announcements: RHBCAP, SIME, NICORP, THPLANT, AFFIN, LBS

RHBCAP - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameRHB CAPITAL BERHAD  
Stock Name RHBCAP  
Date Announced15 Oct 2012  
CategoryGeneral Announcement
Reference NoMI-121015-61153

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionRHB CAPITAL BERHAD (“RHB CAPITAL” OR “COMPANY”)

(I) PROPOSED ACQUISITION BY RHB CAPITAL FROM OSK HOLDINGS BERHAD (“OSKH”) OF 100% EQUITY INTEREST IN OSK INVESTMENT BANK BERHAD (“OSKIB”) FOR A PURCHASE CONSIDERATION OF RM1,950.70 MILLION TO BE SATISFIED BY RM147.50 MILLION IN CASH (“PROPOSED OSKIB ACQUISITION”) AND THE ISSUANCE OF 245,000,000 NEW ORDINARY SHARES OF RM1.00 EACH IN RHB CAPITAL (“RHB CAPITAL SHARES”) AT AN ISSUE PRICE OF RM7.36 PER SHARE (“PROPOSED SHARE ISSUE”); AND

(II) PROPOSED ACQUISITION BY RHB CAPITAL OF (A) 20% EQUITY INTEREST IN OSK TRUSTEES BERHAD (“OSKT”); (B) 20% EQUITY INTEREST IN MALAYSIAN TRUSTEES BERHAD (“MTB”); (C) 100% EQUITY INTEREST IN OSK INVESTMENT BANK (LABUAN) LIMITED (“OSKL”) FROM OSKH (COLLECTIVELY REFERRED TO AS “PROPOSED ANCILLARY ACQUISITIONS”); AND (D) APPROXIMATELY 59.95% EQUITY INTEREST IN FINEXASIA.COM SDN BHD (“FINEXASIA”) FROM OSK VENTURE EQUITIES SDN BHD (“OSKVE”) (“PROPOSED FINEXASIA ACQUISITION”), FOR AN AGGREGATED PURCHASE CONSIDERATION OF RM39.30 MILLION IN CASH

(THE PROPOSED OSKIB ACQUISITION, PROPOSED SHARE ISSUE, PROPOSED ANCILLARY ACQUISITIONS AND PROPOSED FINEXASIA ACQUISITION SHALL BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

All terms used herein have the same meaning as in the announcement dated 28 May 2012 and circular to shareholders dated 10 August 2012 in relation to the above Proposals.

 

On behalf of the Company, RHB Investment Bank Berhad wishes to announce that the Securities Commission Malaysia has vide its letter dated 15 October 2012, ruled that RHB Capital is not obliged to extend downstream mandatory offers in OSK-UOB Investment Management Berhad (“OSKIM”) and OSK-UOB Islamic Fund Management Berhad (“OSKIFM”) for the remaining voting shares in OSKIM and OSKIFM that are not owned by RHB Capital pursuant to the Proposed OSKIB Acquisition.

 

This announcement is dated 15 October 2012.





SIME - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced15 Oct 2012  
CategoryGeneral Meetings
Reference NoMM-121015-69131

Type of MeetingEGM
IndicatorNotice of Meeting
DescriptionNOTICE OF EXTRAORDINARY GENERAL MEETING (“EGM")
Date of Meeting08/11/2012
Time11:00 AM
VenueGrand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
Date of General Meeting Record of Depositors31/10/2012


SIME - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):OTHER ISSUE OF SECURITIES

Announcement Type: General Announcement
Company NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced15 Oct 2012  
CategoryGeneral Announcement
Reference NoMM-121015-64948

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
OTHER ISSUE OF SECURITIES
DescriptionSIME DARBY BERHAD (“SIME DARBY”)

PROPOSED ESTABLISHMENT OF A PERFORMANCE-BASED EMPLOYEE SHARE SCHEME FOR THE ELIGIBLE EMPLOYEES (INCLUDING EXECUTIVE DIRECTORS) OF SIME DARBY AND ITS SUBSIDIARIES (EXCLUDING SUBSIDIARIES WHICH ARE DORMANT) (“PROPOSED SCHEME”)

We refer to the announcement dated 29 August 2012 in relation to the Proposed Scheme.

On behalf of the Board of Directors of Sime Darby, CIMB Investment Bank Berhad is pleased to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) had, via its letter dated 12 October 2012, granted its approval for the listing of and quotation for such number of new ordinary shares of RM0.50 each in Sime Darby (“Sime Darby Shares”) to be issued in satisfaction of the vesting of Sime Darby Shares under the Proposed Scheme (representing up to 10% of the issued and paid-up ordinary share capital of Sime Darby (excluding treasury shares) at any point in time during the duration of the Proposed Scheme) on the Main Market of Bursa Securities.
 

This announcement is dated 15 October 2012.



SIME - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings
Company NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced15 Oct 2012  
CategoryGeneral Meetings
Reference NoSD-120913-26972

Type of MeetingAGM
IndicatorNotice of Meeting
DescriptionNOTICE OF SIXTH ANNUAL GENERAL MEETING
Date of Meeting08/11/2012
Time10:00 AM
VenueGrand Ballroom, First Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia
Date of General Meeting Record of Depositors30/10/2012


NICORP - Changes in Director's Interest (S135) - Datuk Raymond Chan Boon Siew

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameNAIM INDAH CORPORATION BERHAD  
Stock Name NICORP  
Date Announced15 Oct 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCK-121015-65484

Information Compiled By KLSE

Particulars of Director

NameDatuk Raymond Chan Boon Siew
AddressG-600A, Grd Floor, 1Borneo Hypermall, Jalan Sulaman, 88400 Kota Kinabalu, Sabah
Descriptions(Class & nominal value)Ordinary Shares of RM0.20 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
11/10/2012
792,900
0.195 
Disposed
15/10/2012
5,000,000
0.190 
Acquired
15/10/2012
5,000,000
0.198 

Circumstances by reason of which change has occurredAcquisition and Disposal Through Open Market
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)71,407,100 
Direct (%)10.17 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice15/10/2012


NICORP - Changes in Sub. S-hldr's Int. (29B) - Datuk Raymond Chan Boon Siew

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameNAIM INDAH CORPORATION BERHAD  
Stock Name NICORP  
Date Announced15 Oct 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-121015-65070

Particulars of substantial Securities Holder

NameDatuk Raymond Chan Boon Siew
AddressG-600A, Grd Floor, 1Borneo Hypermall, Jalan Sulaman, 88400 Kota Kinabalu, Sabah
NRIC/Passport No/Company No.720814-08-6161
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.20 each
Name & address of registered holderDatuk Raymond Chan Boon Siew
G-600A, Grd Floor, 1Borneo Hypermall, Jalan Sulaman, 88400 Kota Kinabalu, Sabah

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired11/10/2012
792,900
0.195 
Disposed15/10/2012
5,000,000
0.190 
Acquired15/10/2012
5,000,000
0.198 

Circumstances by reason of which change has occurredAcquisition and Disposal through open market
Nature of interestDirect
Direct (units)71,407,100 
Direct (%)10.17 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change71,407,100
Date of notice15/10/2012


NICORP - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameNAIM INDAH CORPORATION BERHAD  
Stock Name NICORP  
Date Announced15 Oct 2012  
CategoryGeneral Announcement
Reference NoCK-121015-64743

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionNAIM INDAH CORPORATION BERHAD ("NAIM INDAH" OR "THE COMPANY")
- NOTIFICATION OF DEALINGS BY DIRECTOR PURSUANT TO PARAGRAPH 14.09 OF MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

In accordance with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Naim Indah wishes to announce the following dealing in securities by the Director:-

Name of

Director

Date of Disposal / Acquire

Consideration

(RM)

No. of shares

involved

% of shareholdings

Direct

Indirect

Datuk Raymond Chan Boon Siew

11�October 2012

(Acquisition)

0.195 per share

792,900

-

0.11

15 October 2012

(Disposal)

0.190 per share

5,000,000

-

0.71

15 October 2012

(Acquisition)

0.198 per share

5,000,000

-

0.71

This announcement is dated 15 October 2012.



THPLANT - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameTH PLANTATIONS BERHAD  
Stock Name THPLANT  
Date Announced15 Oct 2012  
CategoryGeneral Announcement
Reference NoMI-121015-67253

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionTH PLANTATIONS BERHAD (“THP” OR THE “COMPANY”)

(I) PROPOSED ACQUISITIONS OF THE ENTIRE EQUITY INTEREST IN TH LADANG (SABAH & SARAWAK) SDN BHD AND 70% EQUITY INTEREST IN TH BAKTI SDN BHD FOR AN AGGREGATE PURCHASE CONSIDERATION OF RM535,640,000 (“PROPOSED ACQUISITIONS”);

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THP FROM THE EXISTING RM350,000,000 COMPRISING 700,000,000 ORDINARY SHARES OF RM0.50 EACH IN THP (“THP SHARES”) TO RM500,000,000 COMPRISING 1,000,000,000 THP SHARES (“PROPOSED IASC”); AND

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THP (“PROPOSED AMENDMENTS”)

(THE PROPOSED ACQUISITIONS, PROPOSED IASC AND PROPOSED AMENDMENTS ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Unless otherwise stated, definitions used in this Announcement shall carry the same meanings as those defined in the announcements dated 24 July 2012, 2 August 2012 and 3 September 2012 in relation to the Proposals.

We refer to the announcements dated 24 July 2012, 2 August 2012 and 3 September 2012 on the Proposals. On behalf of the Board, RHB Investment Bank wishes to announce that the Company and the Vendor have mutually agreed to amend certain salient terms in the SSA as announced on 2 August 2012 (“Amendments”).

In relation to the conditions precedent to be fulfilled by the Vendor and the Company, the following clauses are hereby amended:-

As announced

Amendments

Section 2.1.1(iii)(b)(bb):-

the receipt of the trust agreement to reflect or evidence the appointment of PHSB as the trustee for and on behalf of the natives, who are in occupation of and having the native customary rights (“NCR”) over the land (“NCR Owners”) for the development of all that parcel of land of TH PELITA Beladin into an oil palm plantation located at Beladin-Meludam Block, Lower Saribas, with a gross area of one thousand five hundred and seventy seven (1,577) hectares, more or less (“Beladin-Meludam Land”).

 

Amended wordings to be read as follows:-

The receipt of the principal deed and the trust deed, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the majority of the NCR Owners, within the development of the plantable area of the oil palm plantation as at 30th June 2012, at Beladin Meludam Block, Lower Saribas (“Beladin-Meludam Land”) by TH PELITA Beladin.

Section 2.1.1 (iii)(c)(bb):-

the receipt of the trust agreement to reflect or evidence the appointment of PHSB as the trustee for and on behalf of the NCR Owners for the development of the land by TH PELITA Simunjan into an oil palm  plantation located at Kepayang-Semalatong, Samarahan Division, with a  gross area of nine thousand six hundred and twenty nine point  six (9,629.6)  hectares, more or less (“Kepayang-Semalatong Land”).

 

Amended wordings to be read as follows:-

The receipt of the principal deed and the trust deed, to reflect or evidence the appointment of PHSB, as the trustee for and on behalf of the majority of the NCR Owners, within the development of the plantable area of the oil palm plantation as at 30th June 2012, at Kepayang-Semalatong NCR Land, Samarahan Division (“Kepayang-Semalatong NCR  Land”).

Section 2.1.2:-

It is hereby agreed that the Conditions Precedent shall be fulfilled before the expiry of three (3) months from the date of the SSA or such other date(s) as the parties may agree in writing (“CP Compliance Date”). The parties shall, upon such satisfaction of the conditions precedent, give a written notice and relevant supporting documents, evidencing the compliance of such conditions precedents to the other party.

Amended wordings to be read as follows:-

It is hereby agreed that the Conditions Precedent shall be fulfilled before the expiry of five (5) months from the date of the SSA or such other date(s) as the parties may agree in writing (“CP Compliance Date”). The parties shall, upon such satisfaction of the conditions precedent, give a written notice and relevant supporting documents, evidencing the compliance of such conditions precedents to the other party.


In relation to the conditions precedent to be fulfilled by the Vendor and the Company, the following new clause is hereby inserted:-

Clause 3.1.3(iii)(c):-

The receipt of the letter of authorisation from PHSB, authorizing TH PELITA Simunjan to develop the State Land of eight thousand nine hundred and twelve point nine (8,912.9) hectares, more or less, surrounding the Kepayang-Semalatong, Samarahan Division (“Kepayang-Semalatong State Land”).

In relation to the joint obligations and responsibilities, the following clauses are hereby amended:-

As announced

Amendments

Section 2.2.2(a):-

The issuance of the provisional lease by the Land and Survey Department for the Kepayang-Semalatong Land developed by TH PELITA Simunjan; and

Amended wordings to be read as follows:-

The issuance of the provisional lease by the Land and Survey Department for the Kepayang-Semalatong State Land and the Kepayang-Semalatong NCR Land under the development area by TH PELITA Simunjan or any other nominated company by the Purchaser; and

Section 2.2.2(b):-

The gazette and publication of the Kepayang-Semalatong Land as the NCR development area under the Ordinance.

Amended wordings to be read as follows:-

The publication of gazette for the Kepayang-Semalatong State Land and Kepayang-Semalatong NCR Land as a development area under the Ordinance.


In relation to the joint obligations and responsibilities, the following new clauses are hereby inserted:-

Clause 10.1.1(iii):-

The receipt of the remaining principal deed and the trust deed, which have not been procured by PHSB, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the remaining of the NCR Owners, within the Beladin-Meludam Land by TH PELITA Beladin.

Clause 10.1.2(iii):-

The receipt of the remaining principal deed and the trust deed, which have not been procured by PHSB, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the remaining NCR Owners, within the development of the Kepayang-Semalatong NCR Land by TH PELITA Simunjan.

Save for the above, all the terms and conditions of the SSA shall remain in full force and effect and shall be read, construed and enforceable as if the Amendments herein contained were inserted by way of addition as the case may be and the amended clauses have originally formed part of the SSA.

In the event of any inconsistency between the provisions of the SSA and the Amendments, the amended provisions contained herein shall prevail and supersede such provisions of the SSA. Other than the Amendments, all other terms and conditions of the SSA shall continue to have full force and effect.�


This Announcement is dated 15 October 2012.



AFFIN - 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 NameAFFIN HOLDINGS BERHAD  
Stock Name AFFIN  
Date Announced15 Oct 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAH-121015-67031

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 RM1-00 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)
Disposed10/10/2012
59,200
 

Circumstances by reason of which change has occurredDisposed
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)96,368,300 
Indirect/deemed interest (%) 
Total no of securities after change96,368,300
Date of notice11/10/2012

Remarks :
This announcement is dated 15 October 2012.

The Secretary of the Company received the Notice of Form 29B dated 11 October 2012 on 15 October 2012.


LBS - Changes in Director's Interest (S135) - DATO' LIM HOCK SING

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameLBS BINA GROUP BERHAD  
Stock Name LBS  
Date Announced15 Oct 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoLB-121012-16B45

Information Compiled By KLSE

Particulars of Director

NameDATO' LIM HOCK SING
Address83, Jalan SS7/2, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan.
Descriptions(Class & nominal value)Ordinary Shares of RM1.00 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
11/10/2012
100,000
 
Acquired
12/10/2012
80,000
 

Circumstances by reason of which change has occurredOpen market purchase
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice15/10/2012

Remarks :
Other securities of LBS held as at 15.10.2012:-
Total LBS shares : 189,527,060 shares (held through Intelrich Sdn Bhd) and 158,000 shares (held through spouse)
Total Options under ESOS : 1,875,000 options
Total LBS 2008/2018 Warrants : 54,800 warrants (held through spouse)and 106,078,946 warrants (held through Intelrich Sdn Bhd)


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