November 28, 2012

Company announcements: KLCCP, SUNREIT, BENALEC, PETDAG, KHSB

KLCCP - 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 NameKLCC PROPERTY HOLDINGS BERHAD  
Stock Name KLCCP  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKP-121128-383CF

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 share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
[for Employees Provident Fund Board(HDBS)]
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)
Acquired22/11/2012
69,300
 

Circumstances by reason of which change has occurredAcquired
Nature of interestDirect
Direct (units)4,842,600 
Direct (%)0.5184 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,520,400
Date of notice23/11/2012

Remarks :
The total number of 75,520,400 ordinary shares are comprised of the following:

(a) 62,665,600 shares reigistered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,490,000 shares registered in the name of Employees Provident Fund Board.

(c) 4,842,600 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(d) 500,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(e) 336,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Mayban)].

(f) 3,457,200 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRI)].

(g) 2,229,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Templeton)].

This Notice is received on 28 November 2012.


KLCCP - 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 NameKLCC PROPERTY HOLDINGS BERHAD  
Stock Name KLCCP  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKP-121128-32ADB

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 share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
[for Employees Provident Fund Board]
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)
Disposed22/11/2012
1,500,000
 

Circumstances by reason of which change has occurredDisposed
Nature of interestDirect
Direct (units)62,665,600 
Direct (%)6.7088 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,520,400
Date of notice23/11/2012

Remarks :
The total number of 75,520,400 ordinary shares are comprised of the following:

(a) 62,665,600 shares reigistered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,490,000 shares registered in the name of Employees Provident Fund Board.

(c) 4,842,600 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(d) 500,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(e) 336,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Mayban)].

(f) 3,457,200 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRI)].

(g) 2,229,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Templeton)].

This Notice is received on 28 November 2012.


KLCCP - 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 NameKLCC PROPERTY HOLDINGS BERHAD  
Stock Name KLCCP  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKP-121128-3B313

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 share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
[for Employees Provident Fund Board(CIMB PRI)]
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)
Acquired22/11/2012
312,100
 

Circumstances by reason of which change has occurredAcquired
Nature of interestDirect
Direct (units)3,457,200 
Direct (%)0.3701 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,520,400
Date of notice23/11/2012

Remarks :
The total number of 75,520,400 ordinary shares are comprised of the following:

(a) 62,665,600 shares reigistered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,490,000 shares registered in the name of Employees Provident Fund Board.

(c) 4,842,600 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(d) 500,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(e) 336,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Mayban)].

(f) 3,457,200 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRI)].

(g) 2,229,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Templeton)].

This Notice is received on 28 November 2012.


KLCCP - 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 NameKLCC PROPERTY HOLDINGS BERHAD  
Stock Name KLCCP  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKP-121128-3D2EF

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 share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
[for Employees Provident Fund Board(CIMB PRI)]
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)
Disposed23/11/2012
296,600
 

Circumstances by reason of which change has occurredDisposed
Nature of interestDirect
Direct (units)3,160,600 
Direct (%)0.3384 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,223,800
Date of notice26/11/2012

Remarks :
The total number of 75,223,800 ordinary shares are comprised of the following:

(a) 62,665,600 shares reigistered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,490,000 shares registered in the name of Employees Provident Fund Board.

(c) 4,842,600 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(d) 500,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(e) 336,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Mayban)].

(f) 3,160,600 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRI)].

(g) 2,229,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (Templeton)].

This Notice is received on 28 November 2012.


SUNREIT - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
Stock Name SUNREIT  
Date Announced28 Nov 2012  
CategoryGeneral Announcement
Reference NoMI-121128-63920

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST (“SUNWAY REIT”)

I - PROPOSED ACQUISITION OF THE SUNMED PROPERTY FOR A PURCHASE CONSIDERATION OF RM310 MILLION;

II - PROPOSED PLACEMENT OF NEW UNITS IN SUNWAY REIT;

III - PROPOSED UNITHOLDERS’ MANDATE TO ALLOT AND ISSUE NEW UNITS OF UP TO 20% OF THE APPROVED FUND SIZE OF SUNWAY REIT; AND

IV - PROPOSED INCREASE IN FUND SIZE.

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

We refer to the announcements dated 9 October 2012 and 10 October 2012 in respect of the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board of Directors of the Manager, RHB Investment Bank wishes to announce that the SC has vide its letter dated 28 November 2012 granted its approval for the following:

(i) issuance of new units of Sunway REIT of up to 870,776,558 units comprising up to 262,295,082 Placement Units and up to 608,481,476 units to be issued under the Proposed Mandate;

(ii)�valuation of the SunMed Property to be acquired by Sunway REIT;

(iii)�listing of and quotation for up to 870,776,558 new units of Sunway REIT on the Main Market of Bursa Securities; and

(iv)�exemption from Clause 14.04(a)(i), (ii) and (iii) of the REIT Guidelines for the Placement Units, i.e. up to 262,295,082 units. 

The approval by SC for the Proposals is subject to the following conditions:

(1)�in relation to units to be issued pursuant to the Proposed Placement of up to 262,295,082 units, the following conditions must be fulfilled:

����� (a)�the placees are not related parties of the Manager whether in their own names or through nominees;

����� (b)�the number of new units to be placed to a placee is capped at not more than 10% of the approved fund size of 2,780,112,300 units; and

����� (c)�the 10% limit can be increased, subject to the following:

���������� (i)�unit holders’ approval is required via a resolution in a general meeting;

���������� (ii)�the placees are limited to institutional investors representing the public; and

���������� (iii)�SC’s specific approval is required for the increased allocation exceeding 10%.

(2)�in relation to the total number of new units to be issued of up to 870,776,558 units, the Manager is required to disclose to unit holders the basis of pricing and whether the pricing will exceed a certain level below the market price.

(3)�in relation to the valuation of the SunMed Property to be acquired by Sunway REIT, the following conditions must be fulfilled:

����� (a)�the Manager is to rectify the additional consultant suites and conversion of car parking bays in the SunMed Property within 12 months from�the date of SC’s approval letter;

����� (b)�the Manager / its adviser is to make half yearly announcements to Bursa Securities on the remedial actions taken to comply with the above condition; and

����� (c)�the Manager / its adviser is to update the SC on the remedial actions taken to comply with the above condition when such announcements are�made.

(4)�in relation to the proposed issuance of the Placement Units of Sunway REIT:

����� (a)�the Manager and its adviser are required to inform the SC prior to the listing of the said units:

��•�the actual number of units issued;
��•�the date of issuance of the units; and
��•�the date of listing of and the quotation for the units of Sunway REIT on the Main Market of Bursa Securities; and

����� (b)�the issuance of the Placement Units and the listing of the Placement Units on the Main Market of Bursa Securities must be completed within 6�months from the date of the SC’s approval. The�approval is deemed to lapse if the Manager fails to do so within the stipulated time frame.

This announcement is dated 28 November 2012.



BENALEC - Quarterly rpt on consolidated results for the financial period ended 30/9/2012

Announcement Type: Financial Results
Company NameBENALEC HOLDINGS BERHAD  
Stock Name BENALEC  
Date Announced28 Nov 2012  
CategoryFinancial Results
Reference NoBH-121127-61897

Financial Year End30/06/2013
Quarter1
Quarterly report for the financial period ended30/09/2012
The figureshave not been audited
  • Default Currency
  • Other Currency

Currency: Malaysian Ringgit (MYR)

SUMMARY OF KEY FINANCIAL INFORMATION
30/09/2012

 
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30/09/2012
30/09/2011
30/09/2012
30/09/2011
$$'000
$$'000
$$'000
$$'000
1Revenue
57,748
74,580
57,748
74,580
2Profit/(loss) before tax
26,032
35,045
26,032
35,045
3Profit/(loss) for the period
22,716
28,927
22,716
28,927
4Profit/(loss) attributable to ordinary equity holders of the parent
22,795
28,927
22,795
28,927
5Basic earnings/(loss) per share (Subunit)
2.80
4.00
2.80
4.00
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.6600
0.6400
Definition of Subunit:

In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
Example for the subunit as follows:

CountryBase UnitSubunit
MalaysiaRinggitSen
United StatesDollarCent
United KingdomPoundPence


BENALEC - OTHERS BENALEC HOLDINGS BERHAD (“BENALEC” OR THE “COMPANY”) EXTENSION OF TIME FOR THE UTILISATION OF PROCEEDS ARISING FROM PRIVATE PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BENALEC

Announcement Type: General Announcement
Company NameBENALEC HOLDINGS BERHAD  
Stock Name BENALEC  
Date Announced28 Nov 2012  
CategoryGeneral Announcement
Reference NoBH-121126-49386

TypeAnnouncement
SubjectOTHERS
DescriptionBENALEC HOLDINGS BERHAD (“BENALEC” OR THE “COMPANY”)
EXTENSION OF TIME FOR THE UTILISATION OF PROCEEDS ARISING FROM PRIVATE PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BENALEC

The Board of Directors of Benalec wishes to inform that as at 28 November 2012 the amount of RM95.607 million allocated for working capital purposes has yet to be fully utilised.

As at 28 November 2012, the Company has utilised approximately RM 50.085 million for its working capital purposes.

After taking into consideration the progress of the on-going projects, the Board of Directors of Benalec has resolved and approved to extend the timeframe for the utilisation of the balance of proceeds arising from the Private Placement for another twelve (12) until 7 December 2013, details of which are disclosed in the table below:-

Description

Proposed utilisation (RM’000)

Actual utilisation

(RM’000)

Balance unutilised

(RM’000)

Timeline previous

Timeline revised

Working capital

95,607

49,509

46,098

7-12-2012

7-12-2013

Estimated expenses

700

576

124

7-6-2012

Fully utilised

Save for the above, there is no other change to the utilisation of proceeds as disclosed in the Circular to the shareholders dated 19 August 2011. For further details, please refer to Section 22.1 of Q1’2013’s quarterly announcement made to Bursa Malaysia Securities Berhad on 28 November 2012.

The extension of time for the utilisation of the balance of the proceeds is not subject to any shareholders or regulatory approvals and the Board of Directors is of the opinion that the extension of time for the utilisation of proceeds is in the best interest of the Company.

This announcement is dated 28 November 2012.



PETDAG - 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 NamePETRONAS DAGANGAN BHD  
Stock Name PETDAG  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPD-121126-3486C

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 Share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
(for Employees Provident Fund Board)
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)
Disposed21/11/2012
500,000
 

Circumstances by reason of which change has occurredSale of shares managed by portfolio manager
Nature of interestDirect
Direct (units)66,983,400 
Direct (%)6.742 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,319,700
Date of notice22/11/2012

Remarks :
The total number of 75,319,700 ordinary shares comprise the following:

(a) 66,983,400 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,500,000 shares registered in the name of Employees Provident Fund Board.

(c) 2,248,500 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (NOMURA)].

(d) 2,203,700 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRIN)].

(e) 202,200 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(f) 896,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(g) 260,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (ARIM)].

(h) 435,900 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (AM INV)].

(i) 590,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (AMUNDI)].

Received form 29B on 28 November 2012.


PETDAG - 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 NamePETRONAS DAGANGAN BHD  
Stock Name PETDAG  
Date Announced28 Nov 2012  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPD-121128-88530

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 Share of RM1.00 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
(for Employees Provident Fund Board (RHB INV))
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)
Disposed21/11/2012
52,200
 

Circumstances by reason of which change has occurredSale of shares managed by portfolio manager
Nature of interestDirect
Direct (units)150,000 
Direct (%)0.015 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change75,267,500
Date of notice22/11/2012

Remarks :
The total number of 75,267,500 ordinary shares comprise the following:

(a) 66,983,400 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board].

(b) 1,500,000 shares registered in the name of Employees Provident Fund Board.

(c) 2,248,500 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (NOMURA)].

(d) 2,203,700 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (CIMB PRIN)].

(e) 150,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (RHB INV)].

(f) 896,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (HDBS)].

(g) 260,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (ARIM)].

(h) 435,900 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (AM INV)].

(i) 590,000 shares registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd [for Employees Provident Fund Board (AMUNDI)].

Received form 29B on 28 November 2012.


KHSB - OTHERS KUMPULAN HARTANAH SELANGOR BERHAD (“KHSB” OR “THE COMPANY”) REVIEW OF DEBT SETTLEMENT AGREEMENT AND RELATED JOINT VENTURE AGREEMENTS BETWEEN KUMPULAN HARTANAH SELANGOR BERHAD AND ITS SUBSIDIARIES AND TALAM CORPORATION BERHAD AND ITS SUBSIDIARIES

Announcement Type: General Announcement
Company NameKUMPULAN HARTANAH SELANGOR BERHAD  
Stock Name KHSB  
Date Announced28 Nov 2012  
CategoryGeneral Announcement
Reference NoKH-121128-56353

TypeAnnouncement
SubjectOTHERS
DescriptionKUMPULAN HARTANAH SELANGOR BERHAD (“KHSB” OR “THE COMPANY”)

REVIEW OF DEBT SETTLEMENT AGREEMENT AND RELATED JOINT VENTURE AGREEMENTS BETWEEN KUMPULAN HARTANAH SELANGOR BERHAD AND ITS SUBSIDIARIES AND TALAM CORPORATION BERHAD AND ITS SUBSIDIARIES
In compliance with the Main Market Listing Requirements (“MMLR”), the Company wishes to announce the preliminary findings of Messrs AKN Arif, a Chartered Accounting firm (“Auditors”), which had been appointed to conduct a review on the Debt Settlement Agreement and related Joint Venture Agreements entered into by KHSB and/or its subsidiaries (“KHSB Group”) with Talam Corporation Berhad (“TCB”) (now known as Trinity Corporation Berhad) and/or its subsidiaries (“Talam Group”).
The purpose of the review is to determine the nature and creation of the debt owed by Talam Group to KHSB Group amounting to RM115,101,407.52.

For the sake of clarity, the chronology of key events in respect of the debt settlement exercise is summarised below:

1. Joint Venture and Other Related Agreements

    TCB through its subsidiaries had entered into various Joint Venture Agreements, Sale and Purchase Agreements, a Contribution Agreement and a Compensation Agreement (“Agreements”) with SAP Holdings Berhad (“SAP”), a wholly owned subsidiary of the Company, and its subsidiaries between 1994 and 2002. Under these Agreements, a total consideration of RM231,542,637.84 is due and payable by Talam Group to SAP and its subsidiaries.

2. Debt Settlement Agreement

    Talam Group had defaulted in the making of payments due to SAP and its subsidiaries and on 30 May 2005, KHSB Group entered into three (3) separate Mode of Settlement Agreements (“2005 Settlement”) with Talam Group for the settlement of the outstanding debts arising from the Agreements amounting to RM66,478,120.64 at that material time.

    Subsequently, KHSB Group and Talam Group entered into three (3) separate Deeds of Re-Affirmation of Commitment to acknowledge and affirm the obligations of Talam Group towards settlement of the debt under the 2005 Settlement. However, the 2005 Settlement was not implemented due to unresolved disputes between the parties.

    On 17 January 2008, KHSB entered into another Settlement Agreement with TCB (“2008 Settlement”) for the settlement of all debt which was then outstanding and owing by Talam Group to KHSB Group under the various aforementioned Agreements.

    Under the 2008 Settlement, TCB acknowledged and confirmed that the sum of RM109,452,302.75 (“Confirmed Settlement Sum”) was an undisputed debt owed by Talam Group to KHSB Group whilst RM23,117,152.83 (“Conditional Settlement Sum”) remained as an estimated sum owed to KHSB Group due to differences between the parties as to whether certain sums claimed were in fact due and payable. The analysis of the Confirmed Settlement Sum and Conditional Settlement Sum is tabulated in Table 1 below.

    Table 1: Analysis of the Confirmed Settlement Sum and Conditional Settlement Sum
No.
Companies of Talam Group
As per TCB
Amount Owing To / (From) (RM)
As per SAP
Amount Owing (By) / To (RM)
Disputed Sum
(RM)
1
Zillion Development S/B
45,101,750.00
45,101,750.00
-
2
Suzaba Development S/B
19,336,876.24
19,336,876.24
-
3
Bintang Dian Sdn Bhd
5,700,000.00
5,700,000.00
-
4
Talam Leisure Development S/B
7,200,000.00
8,200,000.00
1,000,000.00
5
ABRA Development S/B
-
11,042,018.80
11,042,018.80
6
Expand Factor S/B
(1,998,664.32)
8,495,413.00
10,494,077.32
7
Expand Gain S/B
18,598,508.96
18,598,680.74
171.78
8
Lestari Puchong S/B
15,513,831.87
16,094,716.80
580,884.93
Total
109,452,302.75
132,569,455.58
23,117,152.83
      The Auditors noted that the original outstanding debt owed by Talam Group before the 2008 Settlement Agreement stood at RM178,680,938.89 which is illustrated in Column A, Table 2 below. The said debt was significantly reduced to RM130,102,859.42 due to the exclusion of the debts owed by Bintang Dian Sdn Bhd and Darar Ehsan Sdn Bhd totaling to RM48,578,079.47 (“Excluded Debt”).

      The reasons for exclusion of the aforesaid amount are as follows:-

      (i) Bintang Dian Sdn Bhd and Darar Ehsan Sdn Bhd were not part of Talam Group; and
      (ii) land related matters.


      Table 2: Analysis of the debt before 2008 Settlement Agreement and the debt owed by Talam Group after reconciliation

      Column A
      Column B
      Column C
      No.
      Companies of Talam Group
      Debts by Talam Group
      (RM)
      Reconciliation of Disputed Amount
      (RM)
      Debts by Talam Group After Reconciliation
      (RM)
      1
      Zillion Development S/B
      45,101,750.00
      0.00
      45,101,750.00
      2
      Suzaba Development S/B
      19,336,876.24
      0.00
      19,336,876.24
      3
      Expand Gain S/B
      18,598,680.74
      0.00
      18,598,680.74
      4
      Lestari Puchong S/B
      16,094,716.80
      0.00
      16,094,716.80
      5
      Maxisegar Sdn Bhd
      4,233,403.84
      4,233,403.84
      0.00
      6
      Expand Factor S/B
      8,495,413.00
      5,247,038.66
      3,248,374.34
      7
      Talam Leisure Development S/B
      7,200,000.00
      0.00
      7,200,000.00
      8
      Abra Development S/B
      11,042,018.80
      5,521,009.40
      5,521,009.40
      *9
      Bintang Dian S/B
      5,700,000.00
      5,700,000.00
      0.00
      *10
      Darar Ehsan S/B
      42,878,079.47
      42,878,079.47
      0.00
      Total
      178,680,938.89
      63,579,531.37
      115,101,407.52
        * Excluded Debt


      The Auditors further noted that a sum of RM15,001,451.90 (“Disputed Sum”), comprising reconciliation of disputed amounts involving Maxisegar Sdn Bhd, Expand Factor Sdn Bhd and ABRA Development Sdn Bhd, was written-off from the accounts of SAP.

      After reconciliation of the Excluded Debt and Disputed Sum as stated in Column B, Table 2 above, the total debt owed by Talam Group to SAP Group is RM115,101,407.52 as illustrated in Column C, Table 2 above.

      The calculation for the total debts owed by Talam Group to SAP Group can also be illustrated as follows:

      (i) Original debt owed by Talam Group - RM178,680,938.89

      (ii) Less Excluded Debt - RM 48,578,079.47

      (iii) Debt after reconciliation of Excluded Debt - RM130,102,859.42

      (iv) Less Disputed Sum written-off - RM 15,001,451.90

      (v) Debt after reconciliation of Disputed Sum - RM115,101,407.52


      Pursuant to a Confirmation of Debt Agreement dated 3 November 2009 between KHSB, Permodalan Negeri Selangor Berhad (“PNSB”), Pendidikan Industri YS Sdn Bhd (“PIYSB”), TCB and the State Government of Selangor (“State Government”), TCB confirmed and acknowledged the debts owed by TCB to the following respective companies:

      (i) KHSB - RM115,101,407.00

      (ii) PNSB - RM 28,208,066.00

      (iii) PIYSB - RM248,677,000.00

                        RM391,986,473.00

      (the above debts will collectively be referred to as the “Receivables’)

      Under the 2008 Settlement Agreement, it was expressly stated that in the event TCB delayed the settlement of or was unable to settle the Confirmed Settlement Sum within the period stipulated in the said agreement, interest at the rate of 6% per annum (“Penalty Interest”) shall be imposed on the outstanding amount.

      However, the Auditors noted that the Penalty Interest, which is estimated at RM58,400,113.79, was not taken into consideration when the debt was subsequently confirmed by the parties in 2009 pursuant to the aforesaid Confirmation of Debt Agreement.

    3. Assignment of Debt and MBI Grant
      On 3 November 2009, an Assignment of Debt Agreement (“2009 Debt Assignment”) was executed between the State Government, KHSB and TCB whereby KHSB had assigned the debt owed by Talam Group amounting to RM115,101,407.52 to the State Government for a consideration sum of RM10.00.

      Subsequently, the State Government and Selangor Industrial Corporation Sdn Bhd (“SIC”), entered into a Receivable Purchase Agreement on 6 November 2009 whereby the State Government had disposed of and SIC had acquired the rights to the Receivables for a consideration of RM391,986,473.00. Thereafter, SIC sold its entire rights to the Receivables to Menteri Besar Selangor (Incorporated) (“MBI”) for a consideration of RM391,986,473.00.

      On 30 December 2009, a Memorandum of Agreement (“MOA”) was executed between KHSB and MBI whereby MBI had agreed to provide a grant of RM115,101,407.00 to KHSB (“Grant”).

      Taking into consideration the 2009 Debt Assignment and the MOA, the Management of KHSB is of the view that the Grant achieves the same economic effect for KHSB as a recovery of debt owed by TCB.

      Accordingly, the Grant was recognised in the 2009 Audited Financial Statement of KHSB as bad debts recovered from the debt assignment and specific grant from MBI.


    4. Settlement of the Grant
      At this juncture, the Management is still in discussion with MBI for the settlement of the Grant.

      Pursuant to the MMLR, assets identified in satisfaction of the Grant, if any, shall be subject to KHSB’s shareholders’ approval at an Extraordinary General Meeting (“EGM”) to be duly convened.

      As and when the Board of KHSB, with the appropriate advice from legal and financial advisers, deems that a proposal is ready for shareholders’ consideration, an EGM will be duly convened for that purpose.


    5. Debt Settlement Review by Messrs AKN Arif

      Based on the review by Messrs AKN Arif which had been presented to the Board of Directors on 13 October 2012, the Board of Directors has given its mandate to the Management as follows:
      (a) to present and explain the findings to Bursa Malaysia and Securities Commission which the Management had done on 1 November 2012;

      (b) to conduct further investigations as to whether proper procedures have been complied with in arriving at the eventual amount of RM115,101,407.00, which forms part of the global debt settlement between MBI and TCB, from the original outstanding debt of RM178,680,938.89 including the write-off of RM15,001,451.90 and the non-inclusion of the Excluded Debt;

      (c) to conduct further investigations to determine whether proper procedures were followed on the non-inclusion of penalty interest for late payment as provided in the 2008 Settlement amounting to RM58,400,113.79 from the final debt settlement amount;

      (d) to conduct further investigations to determine whether proper procedures including compliance to the MMLR and relevant laws were adhered to when the 2005 Settlement was executed at that material time; and

      (e) to conduct further investigations on whether proper procedures, including compliance to the MMLR and relevant laws, have been complied with upon the execution of the 2009 Debt Assignment and the subsequent MOA where the Grant was given by MBI to KHSB.
        Upon completion of the above investigations and with the appropriate advice from legal and financial advisers, the Company shall convene an EGM to obtain its shareholders’ approval for ratification of the above transactions in particular the 2005 Settlement and 2009 Debt Assignment, if required pursuant to the MMLR.

    This announcement is dated 28 November 2012.


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