November 2, 2012

Company announcements: HOHUP, PETGAS, SEEHUP, TIGER, GOLSTA, UMSNGB, RCECAP

HOHUP - Changes in Sub. S-hldr's Int. (29B) - Low Teik Kien

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameHO HUP CONSTRUCTION COMPANY BHD  
Stock Name HOHUP  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-121102-8822A

Particulars of substantial Securities Holder

NameLow Teik Kien
Address8, Jalan Teberau,Ukay Heights, Off Jalan Ulu Klang, 68000 Ampang, Selangor Darul Ehsan
NRIC/Passport No/Company No.641002-10-6387
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderCIMSEC Nominees (Tempantan) Sdn. Bhd.
CIMB Bank for Low Teik Kien
5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed01/11/2012
20,000
0.700 

Circumstances by reason of which change has occurredDisposal of Shares
Nature of interestDirect
Direct (units)590,000 
Direct (%)0.578 
Indirect/deemed interest (units)25,162,629 
Indirect/deemed interest (%)24.67 
Total no of securities after change25,752,629
Date of notice02/11/2012

Remarks :
Direct Interest
CIMSEC Nominees (Tempatan) Sdn. Bhd.
CIMB Bank for Low Teik Kien - 590,000 ordinary shares

Indirect Interest
Low Chee & Sons Sdn. Bhd. - 23,112,629 ordinary shares
Executors of Estate of Low Chee - 2,050,000 ordinary shares


PETGAS - Changes in Sub. S-hldr's Int. (29B) - KUMPULAN WANG PERSARAAN (DIPERBADANKAN)

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePETRONAS GAS BERHAD  
Stock Name PETGAS  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-121102-7C1E6

Particulars of substantial Securities Holder

NameKUMPULAN WANG PERSARAAN (DIPERBADANKAN)
AddressAras 4, 5 & 6, Menara Yayasan Tun Razak,
200, Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.KWAPACT6622007
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
Name & address of registered holderKumpulan Wang Persaraan (Diperbadankan)
Aras 4, 5 & 6, Menara Yayasan Tun Razak,
200, Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired29/10/2012
800,000
 
Acquired30/10/2012
500,000
 
Disposed29/10/2012
650,000
 
Disposed30/10/2012
50,000
 

Circumstances by reason of which change has occurred1.Purchase of shares in open market by KWAP
2.Disposal of shares in open market by KWAP
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change115,548,300
Date of notice02/11/2012

Remarks :
Received Form 29B on 2 November 2012


SEEHUP - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameSEE HUP CONSOLIDATED BERHAD  
Stock Name SEEHUP  
Date Announced2 Nov 2012  
CategoryGeneral Announcement
Reference NoCC-121102-63882

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionSEE HUP CONSOLIDATED BERHAD (“SEE HUP” OR THE “COMPANY”)
WRIT OF SUMMONS AND STATEMENT OF CLAIM

We refer to our announcements dated 30 July 2012, 2 August 2012, 13 August 2012, 21 September 2012 and 5 October 2012.

The Company wishes toinform that the verification of the status of CHH Pacific Paper Sdn Bhd is still pending and the learned Judge has fixed 30 November 2012 for hearing of summary judgment application.

This announcement is dated 2 November 2012.



TIGER - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement
Company NameTIGER SYNERGY BERHAD  
Stock Name TIGER  
Date Announced2 Nov 2012  
CategoryGeneral Announcement
Reference NoMM-121102-55455

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionTIGER SYNERGY BERHAD (“TSB” OR “COMPANY”)

PROPOSED PRIVATE PLACEMENT OF UP TO 39,410,000 NEW ORDINARY SHARES OF RM0.20 EACH IN TSB (“TSB SHARES” OR “SHARES”) (“PLACEMENT SHARES”), REPRESENTING UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF TSB AT AN ISSUE PRICE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED PRIVATE PLACEMENT”)

(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the earlier announcements, where applicable, unless stated otherwise or defined herein.)

We refer to our announcement on behalf of TSB made on Bursa Malaysia Securities Berhad (“Bursa Securities”) dated 7 May 2012 (“First Announcement”).

We wish to announce that the Proposed Private Placement will be implemented in tranches depending on prevailing market conditions and investors’ interest at the point of implementation. As such, there could potentially be several price-fixing dates and issue prices depending on the number of tranches and timing of implementation.

The implementation of the Proposed Private Placement in tranches would allow TSB to identify and secure suitable investors over a period of time to fully subscribe for up to ten per cent (10%) of the issued and paid-up share capital of TSB, taking into account the prevailing market conditions.


As such, Public Investment Bank Berhad on behalf of TSB wishes to announce that the Board of Directors of TSB has on today fixed the issue price for the placement of 12,900,000 new TSB Shares (“Price-fixing Date”), being the first (1st) tranche of the Private Placement at RM0.31 per Placement Share (“1st Issue Price”).

The 1st Issue Price represents a discount of approximately 7.32% to the five (5)-day volume weighted average market price of TSB Shares up to and including 1 November 2012, being the market day immediately preceding to the Price-fixing Date of RM0.3345 per TSB Share.

Save as disclosed above and in our previous announcements there has been no material changes to all other information set out in our First Announcement.

This announcement is dated 2 November 2012.



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

Announcement Type: General Announcement
Company NameGOLSTA SYNERGY BERHAD  
Stock Name GOLSTA  
Date Announced2 Nov 2012  
CategoryGeneral Announcement
Reference NoGS-121102-62899

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionDisposal of an indirect wholly-owned subsidiary, Gothic Assets Sdn Bhd by Golsta Synergy Berhad

1. INTRODUCTION

The Board of Directors of Golsta Synergy Berhad (“GOLSTA”) wishes to announce that its wholly-owned subsidiary, Golsta Sdn Bhd ("GSB") had on 1st November 2012 entered into a Share Sale Agreement ("SSA") for the disposal of 2 ordinary shares of RM1/- each fully paid ("the Shares") representing 100% equity of Gothic Assets Sdn Bhd ("GASB") to Mr Sivagnanajothy A/L N. Venkatesan (I/C No.580902-01-5839 ) of  No. 618, Kampung Tiong Tambahan, 73400 Gemas, Negeri Sembilan for one (1) share and Mr Robin  (Passsport No.U317028) of Jalan Bakar Batu No. 23A, RT.001/RW.010. Desa/kel: Kemboja, Kecamatan: Tanjung Pinang Barat, Indonesia for one (1) share (collectively known as "the Purchasers") for a total cash consideration of RM200,000/- and payment of RM3.989 million for advances taken as at 30 June 2012 (“GSB Advances”) by P.T. Bakti Tani Nusantara, a 70%-owned subsidiary of GSB from GOLSTA (“Sale Consideration”) (hereinafter referred to as "the Disposal"). Upon completion of the Disposal, GASB will cease to be a subsidiary of GOLSTA.

2. INFORMATION ON THE DISPOSAL

2.1 Particulars of GSB, GASB AND BTN

GSB was incorporated in Malaysia on 19 November 1984. The principal activities of GSB are design, fabrication and installation of industrial plant and process engineering and related components. The authorised share capital of GSB is 3,000,000 divided into 3,000,000 ordinary shares of RM1/- each and the issued and paid up capital is RM3,000,000 comprising of 3,000,000 ordinary shares of RM1/- each fully paid.

GASB is a wholly-owned subsidiary of GSB, which in turn is a wholly-owned subsidiary of GOLSTA. GASB was incorporated in Malaysia on 19 May 2003 and its principal activities are investment holding and plantation. The authorised share capital of GASB is RM100,000/- divided into 100,000 ordinary shares of RM1/- each and the issued and paid up capital is RM2/- comprising of 2 ordinary shares of RM1/- each fully paid.

GASB has invested and owns 70% of the entire equity interest in PT. Bakti Tani Nusantara (“BTN”), a company incorporated in the Republic of Indonesia with its registered office at Batam, Indonesia. The authorised and paid-up capital of BTN are USD300,000 comprises of 3,000 shares of USD100.00 each. BTN is principally involves in cultivation and marketing of oil palm seeds and seedlings in Indonesia. BTN does not have any subsidiary and associated company.

Based on the audited financial statements of GASB for the financial year ended 31 December 2011 (“FYE 2011”), the net tangible liabilities and loss after tax (“LAT”) of GASB amounted to RM1.182 million and RM44,131/- respectively. The net tangible assets and LAT of BTN in FYE 2011 was RM776,219/- and RM1.3 million respectively.

 

2.2 Basis of Sale Consideration

The Sale Consideration was arrived at on a willing-buyer willing-seller basis negotiated between GSB and the Purchasers after taking into consideration the net assets of GASB of RM797,502/- and net liabilities of BTN of RM133,681/- based on the unaudited management accounts of GASB and BTN for the six (6) months financial period ended 30 June 2012.

The Directors are of the view that the Sale Consideration is fair and reasonable.�

2.3 Salient terms of the SSA

GSB has agreed to sell and the Purchasers have agreed to purchase the Shares, as set out in Table 1 below, at the Sale Consideration free from all charges, claims, liens, pledges, options, assignments, hypothecation, security interest, pre-emption rights and all other encumbrances whatsoever and with all rights and benefit which are now or at any time hereafter become attached hereto without limitation to all bonuses, rights, dividends, distributions and entitlements thereof declared paid or made as from the Completion Date i.e. within three (3) months from the date of the SSA or such extended date to be mutually agreed between GSB and the Purchasers.

Table 1

 

Vendor

Purchasers

No. of ordinary shares of

RM1/- each

Percentage of shareholding (%)

GSB

Mr Sivagnanajothy A/L N. Venkatesan

1

50

GSB

Mr Robin

1

50

 

Total:

2

100


The terms of payment are as follows:-

(a) The Purchasers had upon the execution of the SSA paid a sum of RM200,000/- towards part payment of the Sale Consideration.

(b) The Purchasers shall also pay the remaining liability owing by GASB and BTN to GOLSTA and GSB amounting to RM3.988 million within three (3) months from the Completion Date.

2.4 Original cost of investment

The original cost of investment in GASB by GSB was RM2/- on 1 October 2003. GASB has invested RM798,000/- in BTN in November 2007.

2.5 Expected gains or losses arising from the Disposal

The Disposal is expected to result in a loss at GOLSTA’s group level of RM463,821/- for the financial year ending 31 December 2012.

2.6 Proposed utilization of the proceeds from the Disposal

The proceeds from the Disposal will be utilized as working capital within six (6) months from the Completion Date of the Disposal.�

3. RATIONALE

The impending new threat faced by BTN is intense competition from the four (4) new seedling producers. The competition has curbed the sales growth and drastically increased the marketing costs. Unlike many competitors who are planting their unsold seedlings in its own plantation, BTN do not have any plantation which resulted in the unsold seedlings being discarded at a loss.

In view of the limitations faced by BTN and the difficulties in turning around the business, the Disposal is in line with the strategic direction of GOLSTA to streamline its operation in order to focus on businesses and ventures which are viable and profitable in the mid to long term. As such, the Disposal is considered a timely opportunity for GOLSTA to exit from the non-profitable overseas businesses.

4. FINANCIAL EFFECTS

Save and except for the one-off loss on the Disposal of RM463,821/-, it is not expected to have any material effect on the share capital, substantial shareholders’ shareholding, earnings per share, net assets per share and gearing of GOLSTA for the financial year ending 31 December 2012.

5. LIABILITIES ASSUMED

The Purchasers shall assume the liabilities owing by BTN to GSB amounting to RM3.988 million.

6. PERCENTAGE RATIO�

Based on the latest audited financial statements for the FYE 2011, the highest percentage ratio under Paragraph 10.02(g) of Chapter 10 of the Main Market Listing Requirements applicable to the Disposal is 17.55%, compared with the total assets of GOLSTA.

7. RISK FACTORS

The SSA is subject to the full payment of the Sale Consideration by the Purchasers to GSB within the Completion Date and fulfillment of GSB's and the Purchasers’ obligation pursuant to the terms in the SSA.

8. APPROVAL REQUIRED

The Disposal is not subject to the approval of the shareholders of GOLSTA or any government authorities.

9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH DIRECTORS AND/OR MAJOR SHAREHOLDERS

None of the Directors and/or Major Shareholders of GOLSTA or any persons connected with them has any interest, whether direct or indirect, in the Disposal.

10. DIRECTORS' OPINION

The Board of Directors of GOLSTA, having taking into consideration all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of GOLSTA.

11. ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances, the Disposal is envisaged to be completed by the first quarter of financial year ending 31 December 2013.

12. DOCUMENT AVAILABLE FOR INSPECTION

The SSA is available for inspection at the registered office of GOLSTA at
No. 1-21C, Jalan Desa 1/3, Desa Aman Puri, Kepong, 52100 Kuala Lumpur during normal business hours (9.00 a.m. to 6.00 p.m.) from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.



UMSNGB - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameUMS-NEIKEN GROUP BERHAD  
Stock Name UMSNGB  
Date Announced2 Nov 2012  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCA-121102-7C7D3

Date of buy back02/11/2012
Description of shares purchasedOrdinary shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)30,000
Minimum price paid for each share purchased ($$)0.350
Maximum price paid for each share purchased ($$)0.375
Total consideration paid ($$)10,879.04
Number of shares purchased retained in treasury (units)30,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)576,700
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 (%)0.73


RCECAP - Changes in Sub. S-hldr's Int. (29B) - Cempaka Empayar Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoRC-121101-12ABB

Particulars of substantial Securities Holder

NameCempaka Empayar Sdn Bhd
Address2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18 Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.402925-M
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderCempaka Empayar Sdn Bhd
2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18, Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan

BBL Nominees (Tempatan) Sdn Bhd - Pledged securities account for Cempaka Empayar Sdn Bhd
105 Jalan Tun H.S Lee
50000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others31/10/2012
169,713,584
 

Description of other type of transactionBonus Issue
Circumstances by reason of which change has occurredPursuant to the bonus issue on the basis of one new ordinary share for every two existing ordinary shares held.
Nature of interestDirect
Direct (units)509,140,753 
Direct (%)43.38 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change509,140,753
Date of notice02/11/2012

Remarks :
The Form 29B was received by the Company on 2 November 2012.


RCECAP - Changes in Sub. S-hldr's Int. (29B) - Tan Sri Azman Hashim

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoRC-121101-12AAB

Particulars of substantial Securities Holder

NameTan Sri Azman Hashim
Address2 Jalan Teberau 1
Ukay Heights
68000 Ampang
NRIC/Passport No/Company No.390717-10-5069
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderCempaka Empayar Sdn Bhd
2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18 Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan

BBL Nominees (Tempatan) Sdn Bhd - Pledged securities account for Cempaka Empayar Sdn Bhd
105 Jalan Tun H.S Lee
50000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others31/10/2012
169,713,584
 

Description of other type of transactionBonus Issue
Circumstances by reason of which change has occurredDeemed interest
- Pursuant to the bonus issue on the basis of one new ordinary share for every two existing ordinary shares held.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)509,140,753 
Indirect/deemed interest (%)43.38 
Total no of securities after change509,140,753
Date of notice02/11/2012

Remarks :
The Form 29B was received by the Company on 2 November 2012.


RCECAP - Changes in Sub. S-hldr's Int. (29B) - Amcorp Group Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoRC-121101-12ABA

Particulars of substantial Securities Holder

NameAmcorp Group Berhad
Address2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18 Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.1166-T
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderCempaka Empayar Sdn Bhd
2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18, Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan

BBL Nominees (Tempatan) Sdn Bhd - Pledged securities account for Cempaka Empayar Sdn Bhd
105 Jalan Tun H.S Lee
50000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others31/10/2012
169,713,584
 

Description of other type of transactionBonus Issue
Circumstances by reason of which change has occurredDeemed interest pursuant to Section 6A(4)(c) of the Companies Act, 1965
- Pursuant to the bonus issue on the basis of one new ordinary share for every two existing ordinary shares held.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)509,140,753 
Indirect/deemed interest (%)43.38 
Total no of securities after change509,140,753
Date of notice02/11/2012

Remarks :
The Form 29B was received by the Company on 2 November 2012.


RCECAP - Changes in Sub. S-hldr's Int. (29B) - Clear Goal Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP  
Date Announced2 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoRC-121101-12AB9

Particulars of substantial Securities Holder

NameClear Goal Sdn Bhd
Address2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18 Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No.736317-V
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.10 each
Name & address of registered holderCempaka Empayar Sdn Bhd
2-01, Block B, Amcorp Tower
Amcorp Trade Centre
No. 18, Jalan Persiaran Barat
46050 Petaling Jaya
Selangor Darul Ehsan

BBL Nominees (Tempatan) Sdn Bhd - Pledged securities account for Cempaka Empayar Sdn Bhd
105 Jalan Tun H.S Lee
50000 Kuala Lumpur


Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others31/10/2012
169,713,584
 

Description of other type of transactionBonus Issue
Circumstances by reason of which change has occurredDeemed interest pursuant to Section 6A(4)(c) of the Companies Act, 1965
- Pursuant to the bonus issue on the basis of one new ordinary share for every two existing ordinary shares held.
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)509,140,753 
Indirect/deemed interest (%)43.38 
Total no of securities after change509,140,753
Date of notice02/11/2012

Remarks :
The Form 29B was received by the Company on 2 November 2012.


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