November 8, 2012

Company announcements: HANDAL, DIALOG, HAIO, SALCON, PMETAL, BONIA

HANDAL - Changes in Sub. S-hldr's Int. (29B) - Dato' Mohsin Abdul Halim

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameHANDAL RESOURCES BERHAD  
Stock Name HANDAL  
Date Announced8 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCA-121108-38736

Particulars of substantial Securities Holder

NameDato' Mohsin Abdul Halim
Address3, Jalan SS 3/98,
47300 Petaling Jaya,
Selangor.
NRIC/Passport No/Company No.430511-03-5353
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderMallek Rizal Bin Mohsin
3, Jalan Pekaka 8/19, Seksyen 8,
Kota Damansara,
47810 Petaling Jaya,
Selangor.

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed07/11/2012
35,000
0.407 

Circumstances by reason of which change has occurredOpen market disposal
Nature of interestIndirect
Direct (units)25,288,887 
Direct (%)15.81 
Indirect/deemed interest (units)12,071,596 
Indirect/deemed interest (%)7.5 
Total no of securities after change37,360,483
Date of notice08/11/2012


HANDAL - Changes in Director's Interest (S135) - Dato' Mohsin Abdul Halim

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameHANDAL RESOURCES BERHAD  
Stock Name HANDAL  
Date Announced8 Nov 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCA-121108-39155

Information Compiled By KLSE

Particulars of Director

NameDato' Mohsin Abdul Halim
Address3, Jalan SS 3/98,
47300 Petaling Jaya,
Selangor.
Descriptions(Class & nominal value)Ordinary shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
07/11/2012
35,000
0.407 

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

Total no of securities after change

Direct (units)25,288,887 
Direct (%)15.81 
Indirect/deemed interest (units)12,071,596 
Indirect/deemed interest (%)7.5 
Date of notice08/11/2012


HANDAL - Changes in Director's Interest (S135) - Mallek Rizal Bin Mohsin

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameHANDAL RESOURCES BERHAD  
Stock Name HANDAL  
Date Announced8 Nov 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCA-121108-39149

Information Compiled By KLSE

Particulars of Director

NameMallek Rizal Bin Mohsin
Address3, Jalan Pekaka 8/19, Seksyen 8,
Kota Damansara,
47810 Petaling Jaya,
Selangor.
Descriptions(Class & nominal value)Ordinary shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
07/11/2012
35,000
0.407 

Circumstances by reason of which change has occurredOpen market disposal
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)12,071,596 
Direct (%)7.5 
Indirect/deemed interest (units)25,288,887 
Indirect/deemed interest (%)15.81 
Date of notice08/11/2012


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 Announced8 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDG-121108-7231B

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)
Acquired05/11/2012
1,215,000
 
Disposed05/11/2012
1,964,900
 

Circumstances by reason of which change has occurredPurchase and Disposal of shares.
Nature of interestDirect
Direct (units)388,786,135 
Direct (%)16.28 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change388,786,135
Date of notice08/11/2012

Remarks :
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Disposed 1,964,900 shares) - 330,493,494 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (KIB) - 4,035,054 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (HDBS) (Acquired 715,000 shares) - 7,887,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - 17,157,667 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 7,870,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) (Acquired 500,000 shares) - 11,722,920 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (MAYBAN) - 3,920,000 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 - 388,786,135 shares


HAIO - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameHAI-O ENTERPRISE BERHAD  
Stock Name HAIO  
Date Announced8 Nov 2012  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCP-121108-57C61

Date of buy back08/11/2012
Description of shares purchasedOrdinary Shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)8,300
Minimum price paid for each share purchased ($$)2.220
Maximum price paid for each share purchased ($$)2.230
Total consideration paid ($$)18,592.00
Number of shares purchased retained in treasury (units)8,300
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)4,810,788
Adjusted issued capital after cancellation
(no. of shares) (units)
 
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)2.38


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

Announcement Type: General Announcement
Company NameSALCON BERHAD  
Stock Name SALCON  
Date Announced8 Nov 2012  
CategoryGeneral Announcement
Reference NoMI-121108-AC88D

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionSALCON BERHAD (“SALCON” or the “COMPANY”)

Acceptance of Offer in relation to the proposed acquisition of lands in Daerah of Johor Bahru, Johor Darul Ta’zim by Nusantara Megajuta Sdn Bhd, a 50.01% subsidiary of Salcon (“Proposed Acquisition”) from Total Merit Sdn Bhd (“Offer”)

1.������������ INTRODUCTION

On behalf of the Board of Directors of Salcon, AFFIN Investment Bank Berhad wishes to announce that Total Merit Sdn Bhd (“Total Merit” or “Vendor”) has today accepted an offer made by Nusantara Megajuta Sdn Bhd (“Purchaser”), a 50.01% subsidiary of Salcon, via a letter dated 8 November 2012 (“Letter of Offer”) to acquire 2 parcels of land totaling approximately 51,476 square metres held under HS(D) 482930, No. P.T.B. 22841 and HS(D) 482931, No. P.T.B. 22842 all located in the Daerah Johor Bahru, Bandar Johor Bahru, Negeri Johor Darul Ta’zim (collectively referred to as the “Sale Lands”) for a purchase consideration of RM99,699,104.16 (“Purchase Consideration”).

By way of background information, the Vendor had on 15August 2007 entered into a Development Agreement with the Government of the State of Johor Darul Ta’zim (“Johor State Government”) and the State Secretary Johor (Incorporation) (“SSI”), being the registered owner of the Sale Lands (the “Development Agreement”) whereby the Vendor has agreed to build and deliver the Consideration Premises (as defined in the Development Agreement) to the Johor State Government in return for which the rights to develop, inter-alia, the Sale Lands which have been alienated to the SSI by the Johor State Government and will be granted to the Vendor.

The Vendor has represented that it will procure SSI’s consent to transfer the Sale Lands in favour of the Purchaser to facilitate the Proposed Acquisition. Presently, Jabatan Kerja Raya is in possession of the Sale Lands and under the Development Agreement, vacant possession of the Sale Lands can only be delivered by SSI once the Vendor has delivered the Consideration Premises.

The Letter of Offer is subject to the execution of a definitive sale and purchase agreement (“SPA”) to be entered into between the Purchaser, SSI and Total Merit which will set out the full terms and conditions of the Proposed Acquisition on or before 7 December 2012, being 30 days from the date of acceptance of the Letter of Offer.

A subsequent announcement will be made in accordance with Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad upon the execution of the SPA.

2.������������ SALIENT TERMS OF THE LETTER OF OFFER

The salient terms of the Letter of Offer are as follows:

(i)������������ The Purchase Consideration is payable in the following manner:

(a)������ An earnest deposit of RM1,993,982.08 (equivalent to 2% of the Purchase Consideration) to be paid to the Vendor upon acceptance of the Letter of Offer and the same shall be treated as earnest deposit and part payment of the Purchase Consideration (“Earnest Deposit”);

(b)������ A sum of RM7,975,928.33 (equivalent to 8% of the Purchase Consideration) to be paid to the Vendor upon execution of the SPA (“Balance Deposit”). The Balance Deposit together with the Earnest Deposit shall be treated as deposit and part payment of the Purchase Consideration;

(c)������ Balance of RM89,729,193.75 (“Balance Purchase Price”) shall be paidin the following manner:

(i)�������� sum of RM15,729,193.75 only payable to the Vendor (by way of bank draft made in favour of the Vendor) within 14 days from the Unconditional Date (as defined in item 2(ii) below);

(ii) ���� within two (2) months from the receipt by the Purchaser’s solicitors of a duly valid and registrable memorandum of transfer for the Sale Lands in favour of the Purchaser (“MoT”) or two (2) months from the Unconditional Date (whichever is the later) but in any event not earlier than four (4) months from the date of the SPA (“Completion Period”) the Purchaser shall cause:-

(aa) ����� a Bank Guarantee / Performance Bond for the sum of RM56,000,000 only (“SSI BG”)to be issued in favour of SSI callable by SSI (and if not so called, callable by the Vendor) only after three (3) business days of delivery of vacant possession of the Sale Lands,such SSI BG to be issued by the Purchaser’s Bankupon the registration of the MoT and charge in favour of the Purchaser’s Bank.

(The Purchaser shall cause a format of the said SSI BG to be delivered to the SSI together with an undertaking from the Purchaser’s Bank to cause the SSI BG to be issued upon the registration of the MoT and charge in favour of the Purchaser’s Bank, before the execution of the MoT)

(bb)���� a Bank Guarantee / Performance Bond for the sum of RM18,000,0000 only (“Vendor’s BG”) to be issued in favour of the Vendor callable by the Vendor only after three (3) business days of delivery of vacant possession of the Sale Lands, such Vendor’s BG to be issued by the Purchaser’s Bank upon the registration of the MoT in favour of the Purchaser and charge in favour of the Purchaser’s Bank.

The Balance Purchase Price shall be deemed to have been paid on the issuance of the SSI BG and Vendor’s BG.

(d)������ The Purchaser shall be entitled to an extension of thirty (30) days from the expiration of the Completion Period to pay any part of the Balance Purchase Price and upon such extension the Purchaser shall pay late payment interest of 8% per annum on the balance outstanding from the expiration of the Completion Period till the date of deemed payment in the event of delay caused by the Purchaser;

(ii)����������� The purchase of the Sale Lands is subject to the approval of the shareholders of Salcon (“Condition Precedent”). The Purchaser will apply for the requisite shareholders’ approval within two (2) months from the date ofthe SPA (“Condition Period”) subject to the right of the Purchaser to an extension of a further one (1) month (“Extended Condition Period”) provided that the Purchaser shall pay the interest at the rate of 8% per annum on the Balance Purchase Price due to the Vendor, calculated from a day to day basis from the expiry of the Condition Period�� until the shareholders’ approval has been obtained. The date of obtaining such approval shall hereinafter be referred to as “Unconditional Date”. In the event the Condition Precedent cannot be fulfilled for any reason whatsoever within the Extended Condition Period, the Purchaser shall be entitled within the Extended Condition Period, to nominate a party in its place and failing such nomination,the Vendor shall be entitled to forfeit a sum equivalent to 5% of the Purchase Price (“Forfeiture Sum”) and thereafter all monies received by the Vendor after deducting the Forfeiture Sum shall be refunded to the Purchaser within ten (10) days from Extended Condition Period without interest;

(iii)���������� Vacant possession of the Sale Lands will be delivered to the Purchaser within twelve (12) months from the date of the SPA failing which the Vendor will pay a sum equivalent to 8% per annum of the Purchase Consideration calculated on a daily rest basis for every day of such delay in delivery;

(iv)��������� The Purchaser shall have no claim whatsoever in the Sale Lands and Earnest Deposit paid herewith shall be forfeited in the event that the Purchaser defaults in any of the terms of the Offer; and

(v)���������� The Purchaser shall be entitled at its absolute discretion to the remedies of specific performance and/or damages in lieu or liquidated damages equivalent to the Earnest Deposit in the event that the Vendor defaults in any of the terms of the Offer.

3.������������ BACKGROUND INFORMATION ON TOTAL MERIT

Total Merit is a private limited company incorporated in Malaysia on 20 August 2004 under the Companies Act, 1965 and having its registered office at Suite 801, (8th Floor), Merlin Tower, Jalan Meldrum, 80000 Johor Bahru. Its present authorised share capital is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, of which RM900,000 comprising 900,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

The principal activity of Total Merit is property development.

4.������������ RATIONALE FOR THE PROPOSED ACQUISITION

The Proposed Acquisition is part of Salcon and its subsidiaries’ (“Group”) plan to diversify its revenue sources to reduce the Group’s sole dependency on its existing core business in the design, construction, operation and maintenance of water, sewerage and wastewater facilities and water concession business. The Group believes that the diversification into the property development industry, which has growth prospects, will be beneficial to the Group’s future prospects.

5.������������ INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

None of the directors, major shareholders and persons connected to them has any interest, direct and/or indirect, in the Proposed Acquisition.

6.������������ ADVISER

AFFIN Investment Bank Berhad has been appointed as the adviser to Salcon for the Proposed Acquisition.

7.������������ DOCUMENTS FOR INSPECTION

A copy of the Letter of Offer will be made available for inspection at the registered office of Salcon at 15th Floor, Menara Summit, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan, during normal office hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 8 November 2012.



PMETAL - Interim Dividend

Announcement Type: Entitlements (Notice of Book Closure)
Company NamePRESS METAL BERHAD  
Stock Name PMETAL  
Date Announced8 Nov 2012  
CategoryEntitlements (Notice of Book Closure)
Reference NoCC-121108-53888

EX-date26/11/2012
Entitlement date28/11/2012
Entitlement time05:00:00 PM
Entitlement subjectInterim Dividend
Entitlement descriptionInterim tax exempt dividend of 2% for financial year ending 31 December 2012
Period of interest payment to
Financial Year End31/12/2012
Share transfer book & register of members will be to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone noTricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel: 03-22643883
Payment date 20/12/2012
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers28/11/2012 
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit 
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable) 
Entitlement indicatorPercentage
Entitlement in percentage (%)2


BONIA - Changes in Sub. S-hldr's Int. (29B) - Chiang Sang Sem

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced8 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBC-121108-8A29C

Particulars of substantial Securities Holder

NameChiang Sang Sem
Address23, Jalan Jaya, Taman Midah
Cheras, 56000 Kuala Lumpur
NRIC/Passport No/Company No.530619-04-5121
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holderAmsec Nominees (Tempatan) Sdn Bhd - Ambank (M) Berhad for Freeway Team Sdn Bhd
15th Floor, Bangunan Ambank Group
55 Jalan Raja Chulan
50200 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired21/09/2012
1,000
2.040 
Acquired26/09/2012
1,000
2.040 
Acquired09/10/2012
27,000
2.040 

Circumstances by reason of which change has occurredPurchase of Shares through Unconditional Take-over Offer
Nature of interestIndirect interest
Direct (units)2,367,000 
Direct (%)1.17 
Indirect/deemed interest (units)94,936,726 
Indirect/deemed interest (%)47.1 
Total no of securities after change97,303,726
Date of notice05/11/2012

Remarks :
Deemed interested through his substantial shareholdings in Freeway Team Sdn Bhd, Bonia Holdings Sdn Bhd, Kontrak Kosmomaz Sdn Bhd, SGP Investment Pte Ltd, Golden Shine Finance Limited by virtue of Section 6A of the Companies Act 1965.


BONIA - Changes in Director's Interest (S135) - Chiang Fong Yee

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced8 Nov 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoBC-121108-8A7D7

Information Compiled By KLSE

Particulars of Director

NameChiang Fong Yee
Address23, Jalan Jaya, Taman Midah
Cheras, 56000 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
21/09/2012
1,000
2.040 
Acquired
26/09/2012
1,000
2.040 
Acquired
09/10/2012
27,000
2.040 

Circumstances by reason of which change has occurredAcquisition of 29,000 shares through Unconditional Take-over Offer
Nature of interestIndirect interest
Consideration (if any) 

Total no of securities after change

Direct (units)856,300 
Direct (%)0.42 
Indirect/deemed interest (units)35,070,300 
Indirect/deemed interest (%)17.39 
Date of notice05/11/2012

Remarks :
(1) Deemed interested through his interest in Freeway Team Sdn Bhd and through his spouse.

(2) The above acquisition representing 0.0144% of the total issued shares of the Company.

(3) This announcement serves as an announcement pursuant to Paragraph 14.09 of the Main Market Listing Requirements for dealings during outside closed period.


BONIA - Changes in Director's Interest (S135) - Chiang Sang Sem

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced8 Nov 2012  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoBC-121108-8A7E5

Information Compiled By KLSE

Particulars of Director

NameChiang Sang Sem
Address23, Jalan Jaya, Taman Midah
Cheras, 56000 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
21/09/2012
1,000
2.040 
Acquired
26/09/2012
1,000
2.040 
Acquired
09/10/2012
27,000
2.040 

Circumstances by reason of which change has occurredAcquisition of 29,000 shares through Unconditional Take-over Offer
Nature of interestIndirect Interest
Consideration (if any) 

Total no of securities after change

Direct (units)2,367,000 
Direct (%)1.17 
Indirect/deemed interest (units)97,169,526 
Indirect/deemed interest (%)48.21 
Date of notice05/11/2012

Remarks :
(1) Deemed interested through his substantial shareholdings in Freeway Team Sdn Bhd, Bonia Holdings Sdn Bhd, Kontrak Kosmomaz Sdn Bhd, SGP Investment Pte Ltd, Golden Shine Finance Limited by virtue of Section 6A of the Companies Act 1965 ("Act") and through his spouse and children by virtue of Section 134 of the Act.

(2) The above acquisition representing 0.0144% of the total issued shares of the Company.

(3) This announcement serves as an announcement pursuant to Paragraph 14.09 of the Main Market Listing Requirements for dealings during outside closed period.


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