February 20, 2013

Company announcements: GAB, PRESBHD, TUNEINS, KPS, BGYEAR

GAB - Changes in Sub. S-hldr's Int. (29B) - Aberdeen Asset Management PLC and its subsidiaries

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGUINNESS ANCHOR BERHAD  
Stock Name GAB  
Date Announced20 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoGA-130220-C5B89

Particulars of substantial Securities Holder

NameAberdeen Asset Management PLC and its subsidiaries
Address10 Queen's Terrace, Aberdeen, AB10 1YG, Scotland
NRIC/Passport No/Company No.82015
Nationality/Country of incorporationScotland
Descriptions (Class & nominal value)Ordinary Stock unit of RM0.50 each
Name & address of registered holderAberdeen Asset Management Asia Limited
21 Church Street, #01-01 Capital Square Two
Singapore 049480

Aberdeen Asset Management Inc.
103 Springer Building, 3411 Silverside Road
Wilmington, Delaware 19810 USA

Aberdeen Asset Managers Limited
10 Queens Terrace, Aberdeen, Aberdeenshire
AB10 1YG

Aberdeen Asset Management Sdn Bhd
Suite 1005 10th Floor, Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, 50100 Kuala Lumpur

Aberdeen International Fund Managers Limited
Rm 2605-06 26/F Alexandra House 18
Chater Road, Central, Hongkong

Aberdeen Private Wealth Management Limited
No. 1 Seaton Place, St Helier, Jersey JE4 8YJ

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired04/02/2013
9,900
 

Circumstances by reason of which change has occurredAn investment position taken in connection with the above registered holders' ordinary business in fund management.
Nature of interestDirect interest
Direct (units)17,614,600 
Direct (%)5.83 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change17,614,600
Date of notice05/02/2013

Remarks :
The above registered holders are 100% owned by Aberdeen Asset Management PLC.

Aberdeen Asset Management PLC has been given proxy voting rights for 17,614,600 stock units out of the aggregate 19,497,600 stock units held in Guinness Anchor Berhad.

The Form 29B was received by Guinness Anchor Berhad on 18 February 2013.


GAB - Changes in Sub. S-hldr's Int. (29B) - Aberdeen Asset Management Asia Limited

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGUINNESS ANCHOR BERHAD  
Stock Name GAB  
Date Announced20 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoGA-130220-B26A2

Particulars of substantial Securities Holder

NameAberdeen Asset Management Asia Limited
Address21 Church Street #01-01 Capital Square Two Singapore 049480
NRIC/Passport No/Company No.199105448E
Nationality/Country of incorporationSingapore
Descriptions (Class & nominal value)Ordinary Stock unit of RM0.50 each
Name & address of registered holderBNP Paribas Securities Services
BNP Paribas Security Services - Jersey
BNP Paribas Trust Services Singapore Limited
Northern Trust - Chicago
State Street Bank & Trust
State Street Bank & Trust Company - Boston

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired06/02/2013
64,100
 

Circumstances by reason of which change has occurredAn investment position taken in connection with Aberdeen Asset Management Asia Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)17,492,900 
Direct (%)5.79 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change17,492,900
Date of notice07/02/2013

Remarks :
Aberdeen Asset Management Asia Limited has been given proxy voting rights for 17,492,900 stock units out of the aggregate 19,370,700 stock units held in Guinness Anchor Berhad.

The Form 29B was received by Guinness Anchor Berhad on 18 February 2013.


GAB - Changes in Sub. S-hldr's Int. (29B) - Aberdeen Asset Management Asia Limited

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGUINNESS ANCHOR BERHAD  
Stock Name GAB  
Date Announced20 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoGA-130220-BB64D

Particulars of substantial Securities Holder

NameAberdeen Asset Management Asia Limited
Address21 Church Street #01-01 Capital Square Two Singapore 049480
NRIC/Passport No/Company No.199105448E
Nationality/Country of incorporationSingapore
Descriptions (Class & nominal value)Ordinary Stock unit of RM0.50 each
Name & address of registered holderBNP Paribas Securities Services
BNP Paribas Security Services - Jersey
BNP Paribas Trust Services Singapore Limited
Northern Trust - Chicago
State Street Bank & Trust
State Street Bank & Trust Company - Boston

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired14/02/2013
89,600
 

Circumstances by reason of which change has occurredAn investment position taken in connection with Aberdeen Asset Management Asia Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)17,698,700 
Direct (%)5.86 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change17,698,700
Date of notice15/02/2013

Remarks :
Aberdeen Asset Management Asia Limited has been given proxy voting rights for 17,698,700 stock units out of the aggregate 19,595,000 stock units held in Guinness Anchor Berhad.

The Form 29B was received by Guinness Anchor Berhad on 20 February 2013.


GAB - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameGUINNESS ANCHOR BERHAD  
Stock Name GAB  
Date Announced20 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoGA-130220-9E8BC

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc
Address7-1 Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330, Japan
NRIC/Passport No/Company No.N/A
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Stock unit of RM0.50 each
Name & address of registered holderAberdeen Asset Management PLC ("Aberdeen") and its subsidiaries
10 Queen's Terrace Aberdeen, AB10 1YG, Scotland

Morgan Stanley & Co International plc ("Morgan Stanley")
25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom

AMP Capital Holdings Limited ("AMP") and its subsidiaries
Level 24 AMP Sydney Cove Building
33 Alfred Street Sydney, NSW 2000, Australia

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired06/02/2013
64,100
 

Circumstances by reason of which change has occurredAcquisition by Aberdeen.

Mitsubishi UFJ Financial Group, Inc ("MUFG") is deemed interested in the shares by virtue of:

1. MUFG's wholly-owned subsidiary, Mitsubishi UFJ Trust & Banking Corporation, holding more than 15% in Aberdeen.

2. MUFG's holding more than 15% interest in shares of Morgan Stanley & Co. International Plc Group

3. MUFG's wholly-owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding 15% in AMP
Nature of interestIndirect interest.
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)17,773,718 
Indirect/deemed interest (%)5.88 
Total no of securities after change17,773,718
Date of notice08/02/2013

Remarks :
The Form 29B was received by Guinness Anchor Berhad on 13 February 2013.


PRESBHD - Quarterly rpt on consolidated results for the financial period ended 31/12/2012

Announcement Type: Financial Results
Company NamePRESTARIANG BERHAD  
Stock Name PRESBHD  
Date Announced20 Feb 2013  
CategoryFinancial Results
Reference NoCS-130220-C9AA0

Financial Year End31/12/2012
Quarter4
Quarterly report for the financial period ended31/12/2012
The figureshave not been audited
  • Default Currency
  • Other Currency

Currency: Malaysian Ringgit (MYR)

SUMMARY OF KEY FINANCIAL INFORMATION
31/12/2012

 
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31/12/2012
31/12/2011
31/12/2012
31/12/2011
$$'000
$$'000
$$'000
$$'000
1Revenue
24,232
32,628
110,106
111,751
2Profit/(loss) before tax
9,959
11,356
36,636
34,412
3Profit/(loss) for the period
10,378
10,555
37,265
33,611
4Profit/(loss) attributable to ordinary equity holders of the parent
10,378
10,555
37,265
33,611
5Basic earnings/(loss) per share (Subunit)
4.72
4.80
16.93
16.17
6Proposed/Declared dividend per share (Subunit)
3.00
4.00
10.00
8.00


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 ($$)
0.3625
0.3031
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


PRESBHD - MEMORANDUM OF UNDERSTANDING

Announcement Type: General Announcement
Company NamePRESTARIANG BERHAD  
Stock Name PRESBHD  
Date Announced20 Feb 2013  
CategoryGeneral Announcement
Reference NoCS-130220-C9AA2

TypeAnnouncement
SubjectMEMORANDUM OF UNDERSTANDING
DescriptionPRESTARIANG BERHAD ("PRESTARIANG" OR "THE COMPANY")
- MEMORANDUM OF UNDERSTANDING ("MoU") BETWEEN PRESTARIANG SYSTEMS SDN. BHD. ("PSSB") AND ACCREDITATION SERVICE FOR INTERNATIONAL COLLEGES ("ASIC")
With reference to the Company's announcement on 3 April 2012 in relation to the MoU entered into between PSSB, a wholly owned subsidiary of the Company and ASIC to market, promote, sell and deliver the 1Citizen Program (duly modified for the target market segment/country/professionals) through ASIC accredited colleges, the Company wishes to inform that there has been no material development since the previous announcement dated 3 April 2012.

This announcement is dated 20 February 2013.


TUNEINS - OTHERS TUNE INS HOLDINGS BERHAD (“TIH” OR “COMPANY”) STABILISING ACTION IN RELATION TO THE INITIAL PUBLIC OFFERING OF UP TO 210,224,900 ORDINARY SHARES OF RM0.10 EACH IN TIH

Announcement Type: General Announcement
Company NameTUNE INS HOLDINGS BERHAD  
Stock Name TUNEINS  
Date Announced20 Feb 2013  
CategoryGeneral Announcement
Reference NoMI-130220-65984

TypeAnnouncement
SubjectOTHERS
DescriptionTUNE INS HOLDINGS BERHAD (“TIH” OR “COMPANY”)

STABILISING ACTION IN RELATION TO THE INITIAL PUBLIC OFFERING OF UP TO 210,224,900 ORDINARY SHARES OF RM0.10 EACH IN TIH

We refer to above subject matter.

In accordance to Section 9(2) of the Capital Markets and Services (Price Stabilisation Mechanism) Regulations 2008, RHB Investment Bank Berhad, as Stabilising Manager, has purchased the following units in TIH:-

Date of purchase : 20 February 2013

Number of units purchased : 24,330,700 shares

Price range of purchases : RM1.33 to RM1.35

The full text of this announcement is available in the enclosed attachment.

This announcement is dated 20 February 2013



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

Announcement Type: General Announcement
Company NameKUMPULAN PERANGSANG SELANGOR BERHAD  
Stock Name KPS  
Date Announced20 Feb 2013  
CategoryGeneral Announcement
Reference NoKP-130220-55990

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionKUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”)

OFFER TO PURCHASE 100% EQUITY IN SYARIKAT PENGELUAR AIR SELANGOR HOLDINGS BERHAD (“SPLASH HOLDINGS”) BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED)(“MBI”)(“OFFER” OR “PROPOSED PURCHASE”)

1. INTRODUCTION
        The Board of Directors of Perangsang Selangor (“Board”), wishes to announce that the Company has vide a letter (“Offer Letter”) dated 20 February 2013, received from its holding company Kumpulan Darul Ehsan Berhad (“KDEB”) a proposal to purchase its equity holdings in Syarikat Pengeluar Air Selangor Holdings Berhad (Company No. 482926-X)(“SPLASH Holdings Equity”). Perangsang Selangor holds a 30% equity stake in SPLASH Holdings via its wholly-owned subsidiary, Viable Chip (M) Sdn Bhd (“VCSB”) (Company No. 720808-W).
        The closing date for acceptance of the Offer is by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB.

        The details of the indicative terms and conditions of the Proposed Purchase are set out below.

    2. DETAILS OF THE INDICATIVE TERMS AND CONDITIONS OF THE OFFER LETTER

        2.1 Valuation Principles
            The value of the SPLASH Holdings Equity have been derived based on the following principles: -
            (i) The value of SPLASH Holdings Equity including a return on SPLASH Holdings Equity of 12% per annum;
              (ii) Water assets to be acquired by Pengurusan Aset Air Berhad (“PAAB”).

              (iii) SPLASH Holdings Equity includes all forms of investments and contributions by shareholders (e.g. ordinary or preference shares, advances and, where applicable, debt-equity instruments are also taken into account.
              (iv) Return on SPLASH Equity is calculated at 12% per annum up to 31 December 2012 (with no compounding) with deductions for any historical dividend payouts.
                (v) Liabilities to be assumed are all the outstanding water-related debts owed by SPLASH Holdings and Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (“SPLASH”), which include:
                    a. Bonds acquired by Acqua SPV Berhad (“Acqua SPV”) or remaining in the capital markets;

                    b. Commercial loans, if applicable; and

                    c. Government loans, if applicable.


                (vi) PAAB to decide on payment of surplus book value of assets over liabilities, and if agreeable, to be paid by PAAB direct to applicable concessionaires.

            2.2 Payment Consideration
                The consideration for the proposed purchase of the SPLASH Holdings Equity has been ascribed a value estimated at RM1,834.6 million, as further detailed below: -

                Item
                RM million
                Equity contribution plus return on equity at 12% per annum
                250.6
                Water assets to-be assumed
                1,584.0
                Total Value of SPLASH Holdings Equity
                1,834.6*
                * Preliminary value of SPLASH Holdings Equity to be revised pursuant to the due diligence inquiry to be undertaken.

                Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in section 2.1 (iii) and (iv) above, with the remaining value to be via the assumption of liabilities at SPLASH Holdings and SPLASH.

                Payment for surplus book value of assets over liabilities to be assumed, if any, shall be subject to the agreement of PAAB.
              2.2 Conditions of the Proposed Purchase

              The Proposed Purchase is conditional upon the following: -
                  (i) Acceptance in principle of the indicative terms and conditions proposed herein by all shareholders of SPLASH Holdings by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;
                    (ii) Acceptance in principle of the indicative terms and conditions proposed by KDEB for the acquisition of the equity interest of the other Selangor Water Companies by all those respective shareholders to whom such proposals are made by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;

                    (iii) The execution of the Definitive Agreement and all other definitive agreements for the purchase of the equity interest of the other Selangor Water Companies and any other legal documentation deemed necessary by solicitors to be appointed by KDEB;
                      (iv) Satisfactory completion of a due diligence inquiry to be undertaken on SPLASH Holdings and SPLASH prior to the completion of the Proposed Purchase;

                      (v) The estimated value of RM1,834.6 million to be revised, if necessary, pursuant to the completion of the aforesaid due diligence inquiry;
                      (vi) All corporate approvals required by the shareholders of SPLASH Holdings including, if applicable, the approval of minority shareholders of the companies at a general meeting of shareholders to be convened;

                      (vii) Approval and consent of the Federal government and all related agencies e.g. the Ministry of Energy, Green Energy and Water (“KeTTha”), the Economic Planning Unit and /or the Public Private Partnership Unit (“UKAS”) etc;

                      (viii) Approval and consent of the Selangor State Government and all related agencies e.g. Selangor Economic Planning Unit (“UPEN”) etc;

                      (ix) Approval of the National Water Services Commission (“SPAN”), the Securities Commission (“SC”), Bursa Malaysia, if applicable;

                      (x) Approval of the Acqua SPV and other lenders of SPLASH Holdings and SPLASH, where applicable;

                      (xi) The approval of any other authorities or parties, if required.

                      (xii) Any other terms to be mutually agreed upon by all parties.
                      (xiii) Acceptance in principle of the indicative terms and conditions set out herein does not give rise to a contract and it is not intended that the indicative terms and conditions herein represent the final agreement as to the Proposed Purchase. These indicative terms and conditions are subject to the negotiation and execution of the Definitive Agreement.
                3. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST

                    Save as disclosed below, to the best of our knowledge, there are no other Directors of Perangsang Selangor, major shareholders of Perangsang Selangor and/or person connected to them who are interested in the Proposed Purchase :

                    (i) KDEB, by virtue of it being a major shareholder of Perangsang Selangor and penultimate holding company of VCSB;

                    (ii) Perbadanan Kemajuan Negeri Selangor (“PKNS”), by virtue of it being a connected party to KDEB and a substantial shareholder of Perangsang Selangor;

                    (iii) Tabung Warisan Negeri Selangor (“TWNS”), by virtue of it being a connected party to KDEB and a shareholder of Perangsang Selangor;

                    (iv) YM Raja Haji Idris Raja Kamarudin, a Non-Independent and Non-Executive Director and Chairman of Perangsang Selangor, is also a director of KDEB; and

                    (v) Encik Suhaimi Bin Kamaralzaman, the Group Chief Executive Officer / Managing Director of Perangsang Selangor, is also a director of KDEB.

                    (KDEB, PKNS and TWNS are collectively referred to as “Interested Major Shareholders”).

                    (YM Raja Haji Idris Raja Kamarudin and Encik Suhaimi Bin Kamaralzaman are collectively referred to as the “Interested Directors”)
                4. CONCLUSION
                    The Board and Management of Perangsang Selangor will review the Offer from KDEB and will update the Exchange on further developments on this matter in due course.

                    The shareholders of Perangsang Selangor and potential investors are advised to exercise caution when dealing in the Company’s shares, as there is no certainty the Proposed Purchase may proceed or may result in a binding agreement.

                This announcement is dated 20 February 2013.


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

                Announcement Type: General Announcement
                Company NameKUMPULAN PERANGSANG SELANGOR BERHAD  
                Stock Name KPS  
                Date Announced20 Feb 2013  
                CategoryGeneral Announcement
                Reference NoKP-130220-55361

                TypeAnnouncement
                SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
                RELATED PARTY TRANSACTIONS
                DescriptionKUMPULAN PERANGSANG SELANGOR BERHAD (“PERANGSANG SELANGOR” OR “COMPANY”)

                OFFER TO PURCHASE 100% EQUITY IN TITISAN MODAL SDN BHD (“TMSB”) BY KUMPULAN DARUL EHSAN BERHAD (“KDEB”), A COMPANY WHOLLY-OWNED BY THE SELANGOR STATE GOVERNMENT VIA MENTERI BESAR SELANGOR (INCORPORATED)(“MBI”)(“OFFER” OR “PROPOSED PURCHASE”)
                1. INTRODUCTION
                    The Board of Directors of Perangsang Selangor (“Board”), wishes to announce that the Company has vide a letter (“Offer Letter”) dated 20 February 2013, received from its holding company Kumpulan Darul Ehsan Berhad (“KDEB”) a proposal to purchase its equity holdings of 90.83% in Titisan Modal Sdn Bhd (Company No. 700156-U) (“TMSB Equity”).
                    The closing date for acceptance of the Offer is by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB.

                    The details of the indicative terms and conditions of the Proposed Purchase are set out below.

                2. DETAILS OF THE INDICATIVE TERMS AND CONDITIONS OF THE OFFER LETTER

                    2.1 Valuation Principles
                        The value of the TMSB Equity have been derived based on the following principles: -
                        (i) The value of TMSB Equity including a return on TMSB Equity of 12% per annum.
                          (ii) Water assets to be acquired by Pengurusan Aset Air Berhad (“PAAB”).

                          (iii) TMSB Equity includes all forms of investments and contributions by shareholders (e.g. ordinary or preference shares, advances and, where applicable, debt-equity instruments are also taken into account).
                            (iv) Return on TMSB Equity is calculated at 12% per annum up to 31 December 2012 (with no compounding) with deductions for any historical dividend payouts.
                              (v) Liabilities to be assumed are all the outstanding water-related debts owed by TMSB, which include:
                                  a. Bonds acquired by Acqua SPV Berhad (“Acqua SPV”) or remaining in the capital markets;

                                  b. Commercial loans, if applicable; and

                                  c. Government loans, if applicable.


                              (vi) PAAB to decide on payment of surplus book value of assets over liabilities, and if agreeable, to be paid by PAAB direct to applicable concessionaires.

                          2.2 Payment Consideration
                              The consideration for the proposed purchase of the TMSB Equity has been ascribed a value estimated at RM992.2 million, as further detailed below: -

                              Item
                              RM million
                              Equity contribution plus return on equity at 12% per annum
                              86.2
                              Water assets to-be assumed
                              906.0
                              Total Value of TMSB Equity
                              992.2*
                              * Preliminary value of TMSB Equity to be revised pursuant to the due diligence inquiry to be undertaken.

                              Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in section 2.1 (iii) and (iv) above, with the remaining value to be via the assumption of liabilities at TMSB.

                              Payment for surplus book value of assets over liabilities to be assumed, if any, shall be subject to the agreement of PAAB.
                            2.2 Conditions of the Proposed Purchase

                            The Proposed Purchase is conditional upon the following: -
                                (i) Acceptance in principle of the indicative terms and conditions proposed herein by all shareholders of Titisan Modal Sdn Bhd by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;
                                  (ii) Acceptance in principle of the indicative terms and conditions proposed by KDEB for the acquisition of the equity interest of the other Selangor Water Companies by all those respective shareholders to whom such proposals are made by 5.00 p.m. (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB;

                                  (iii) The execution of the Definitive Agreement and all other definitive agreements for the purchase of the equity interest of the other Selangor Water Companies and any other legal documentation deemed necessary by solicitors to be appointed by KDEB;
                                    (iv) Satisfactory completion of a due diligence inquiry to be undertaken on TMSB and ABASS prior to the completion of the Proposed Purchase;

                                    (v) The estimated value of RM992.2 million to be revised, if necessary, pursuant to the completion of the aforesaid due diligence inquiry;
                                    (vi) All corporate approvals required by the shareholders of TMSB including, if applicable, the approval of minority shareholders of the companies at a general meeting of shareholders to be convened;

                                    (vii) Approval and consent of the Federal government and all related agencies e.g. the Ministry of Energy, Green Energy and Water (“KeTTha”), the Economic Planning Unit and /or the Public Private Partnership Unit (“UKAS”) etc;

                                    (viii) Approval and consent of the Selangor State government and all related agencies e.g. Selangor Economic Planning Unit (“UPEN”) etc;

                                    (ix) Approval of the National Water Services Commission (“SPAN”), the Securities Commission (“SC”), Bursa Malaysia, if applicable;

                                    (x) Approval of the Acqua SPV and other lenders of TMSB and ABASS, where applicable;

                                    (xi) The approval of any other authorities or parties, if required.

                                    (xii) Any other terms to be mutually agreed upon by all parties.
                                    (xiii) Acceptance in principle of the indicative terms and conditions set out herein does not give rise to a contract and it is not intended that the indicative terms and conditions herein represent the final agreement as to the Proposed Purchase. These indicative terms and conditions are subject to the negotiation and execution of the Definitive Agreement.
                              3. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST

                                  Save as disclosed below, to the best of our knowledge, there are no other Directors of Perangsang Selangor, major shareholders of Perangsang Selangor and/or person connected to them who are interested in the Proposed Purchase :

                                  (i) KDEB, by virtue of it being a major shareholder of Perangsang Selangor and penultimate holding company of TMSB;

                                  (ii) Perbadanan Kemajuan Negeri Selangor (“PKNS”), by virtue of it being a connected party to KDEB and a substantial shareholder of Perangsang Selangor;

                                  (iii) Tabung Warisan Negeri Selangor (“TWNS”), by virtue of it being a connected party to KDEB and a shareholder of Perangsang Selangor;

                                  (iv) YM Raja Haji Idris Raja Kamarudin, a Non-Independent and Non-Executive Director and Chairman of Perangsang Selangor, is also a director of KDEB; and

                                  (v) Encik Suhaimi Bin Kamaralzaman, the Group Chief Executive Officer / Managing Director of Perangsang Selangor, is also a director of KDEB.

                                  (KDEB, PKNS and TWNS are collectively referred to as “Interested Major Shareholders”).

                                  (YM Raja Haji Idris Raja Kamarudin and Encik Suhaimi Bin Kamaralzaman are collectively referred to as the “Interested Directors”)
                              4. CONCLUSION
                                  The Board and Management of Perangsang Selangor will review the Offer from KDEB and will update the Exchange on further developments on this matter in due course.

                                  The shareholders of Perangsang Selangor and potential investors are advised to exercise caution when dealing in the Company’s shares, as there is no certainty the Proposed Purchase may proceed or may result in a binding agreement.
                              This announcement is dated 20 February 2013.




                              BGYEAR - PRACTICE NOTE 17 / GUIDANCE NOTE 3:OTHERS

                              Announcement Type: General Announcement
                              Company NameBINA GOODYEAR BERHAD  
                              Stock Name BGYEAR  
                              Date Announced20 Feb 2013  
                              CategoryGeneral Announcement
                              Reference NoCM-130220-49969

                              TypeAnnouncement
                              SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
                              OTHERS
                              DescriptionBINA GOODYEAR BERHAD ("BGB" OR "THE COMPANY")
                              Update on the status of the Company’s plan to comply with the obligation to regularise its condition pursuant to Practice Note 17 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“PN 17”)

                              We refer to the Company’s announcement to Bursa Malaysia Securities Berhad (“Bursa Securities”) dated 19 November 2012 whereby BGB was classified as a PN17 company pursuant to Paragraphs 8.04 and 2.1(a) of Practice Note 17 (“PN17”) of the Main Market Listing Requirements of Bursa Securities (“Main Market LR”) and to the Company’s further announcements of 3 December 2012, 2 January 2013 and 5 February 2013 in relation to the Company’s PN17 status.

                              The Board wishes to announce that the Company proposes to undertake a self-rescue regularisation exercise pursuant to the Proposed Regularisation Plan in order to regularise the financial position of the Company. The Company has up to 19 November 2013 to submit its Proposed Regularisation Plan to Bursa Securities.

                              This announcement is dated 20 February 2013.



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