February 8, 2013

Company announcements: SUMATEC, GUOCO, MRCB, HUNZPTY, HYTEXIN, PETGAS, LITRAK, Y&G, WANGZNG, INTEGRA

SUMATEC - PRACTICE NOTE 17 / GUIDANCE NOTE 3:REGULARISATION PLAN (Amended Announcement)

Announcement Type: General Announcement
Company NameSUMATEC RESOURCES BERHAD  
Stock Name SUMATEC  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoOS-130208-66938

TypeAnnouncement
SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
REGULARISATION PLAN
DescriptionSUMATEC RESOURCES BERHAD (“SUMATEC” OR THE “COMPANY”)

• PROPOSED PAR VALUE REDUCTION;
• PROPOSED ISSUANCE OF SHARES;
• PROPOSED RIGHTS ISSUE WITH WARRANTS;
• PROPOSED SCHEME OF ARRANGEMENT WITH CREDITORS;
• PROPOSED AMENDMENT;
• PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND
• PROPOSED DISPOSAL

(COLLECTIVELY, THE “PROPOSED REGULARISATION PLAN”)

We refer to the announcement dated 8 February 2013 in relation to the above matter. We wish to inform that Section 1, paragraph 3 of the said announcement should be read as follows:-

"The Trustees had vide its letter dated 7 February 2013 informed Sumatec that the CLO Bondholders have approved the principal terms of the Global CLO Settlement at the bondholders meetings."

This announcement is dated 8 February 2013.



GUOCO - OTHERS Dealings in Quoted Securities

Announcement Type: General Announcement
Company NameGUOCOLAND (MALAYSIA) BERHAD  
Stock Name GUOCO  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoGG-130208-61171

TypeAnnouncement
SubjectOTHERS
DescriptionDealings in Quoted Securities

GuocoLand (Malaysia) Berhad (“GLM”) writes to inform that GLM Group had during the preceding 12 month-period, disposed of quoted securities held as investments in the open market for an aggregate cash consideration of approximately RM45.28 million (“Disposals”).

The aggregate consideration from the Disposals amounted to approximately 5.94% of GLM Group’s latest audited consolidated net assets. The Disposals had resulted in a gain of approximately RM3.22 million.

As at the date of this announcement, the remaining investments in quoted securities held by GLM Group are set out below:

Total cost / book value

:

RM64.25 million

Total market value

:

RM64.25 million

This announcement is dated 8 February 2013.



MRCB - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameMALAYSIAN RESOURCES CORPORATION BERHAD  
Stock Name MRCB  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoMI-130208-68703

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionMALAYSIAN RESOURCES CORPORATION BERHAD (“MRCB” OR “COMPANY”)

(i) PROPOSED ACQUISITIONS;
(ii) PROPOSED FREE WARRANTS
(iii) PROPOSED EXEMPTION;
(iv) PROPOSED IASC; AND
(v) PROPOSED AMENDMENTS.

(TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

On behalf of the Board of Directors of MRCB (“Board”), RHB Investment Bank Berhad (“RHB Investment Bank”) wishes to announce that MRCB had, on 8 February 2013, entered into the following agreements:-

(i) Conditional share sale agreement with Nusa Gapurna Development Sdn Bhd (“NGD”) for the acquisitions of the entire equity interest in Gapurna Builders Sdn Bhd (“Gapurna Builders”), Gapurna Land Sdn Bhd (“Gapurna Land”) and Puncak Wangi Sdn Bhd (“Puncak Wangi”) as well as 70% equity interest in P.J Sentral Development Sdn Bhd (“P.J Sentral”) (collectively, the “NGD Subsidiaries”) (“NGD SSA”) (“Proposed Acquisition of NGD Subsidiaries”);

(ii) Conditional share sale agreement with Mohd Imran bin Mohamad Salim (“Mohd Imran”), Datuk Mohamad Salim bin Fateh Din (“Datuk Mohamad Salim”) and Datin Yasmin binti Mohamed Ashraff (“Datin Yasmin”) for the acquisition of the entire equity interest in Gelanggang Harapan Construction Sdn Bhd (“GHC”) (collectively, the “GHC Vendors”) (“GHC SSA”) (“Proposed Acquisition of GHC”); and

(iii) Conditional share sale agreement with Hanif Ahmad bin Nisar Ahmad (“Hanif Ahmad”) and Mohd Imran for the acquisition of the entire equity interest in Gapurna Global Solutions Sdn Bhd (“GGS”) (collectively, the “GGS Vendors”) (“GGS SSA”) (“Proposed Acquisition of GGS”);

for a total indicative consideration of RM729,000,000 which will be satisfied via a combination of cash of RM111,000,000 and up to 398,709,678 new ordinary shares of RM1.00 each in MRCB (“MRCB Shares” or “Shares”) at an issue price of RM1.55 per MRCB Share, together with up to 113,917,052 free detachable warrants on the basis of two (2) free detachable warrants for every seven (7) MRCB Shares issued (“Purchase Consideration”), upon the terms and subject to the conditions as set out in the NGD SSA, GHC SSA and GGS SSA.

(The NGD SSA, GHC SSA and GGS SSA are collectively referred to as the “SSAs”).

Simultaneous with the execution of the SSAs, the Company had also entered into the following agreements:-

i. a right of first refusal and call option agreement with NGD whereby NGD has granted to MRCB:-

(a) the first right of refusal for a period of three (3) years following the date of completion of the NGD SSA (“Right of First Refusal Period”) to match any offer from a third party to purchase any Option Assets (as herein defined); and

(b) the right to require NGD to sell or procure the sale of the Option Assets to MRCB at the Option Price (as herein defined), exercisable at any time during a period of two (2) months commencing from the date of expiry of the Right of First Refusal Period,

ii. profit guarantee agreement with Gapurna Sdn Bhd (“GSB”) wherein GSB unconditionally and irrevocably and jointly and severally guarantee to MRCB that the actual aggregate audited net profit after tax (“PAT”) of GHC for the financial years ended (“FYE”) 2013 (the period commencing from 1 January 2013 to 31 December 2013), FYE 2014 (the period commencing from 1 January 2014 to 31 December 2014) and FYE 2015 (the period commencing from 1 January 2015 to 31 December 2015) shall be collectively not less than an aggregate audited net PAT amount of RM50,000,000 (“Profit Guarantee Agreement”).

(The Proposed Acquisition of NGD Subsidiaries, Proposed Acquisition of GHC and Proposed Acquisition of GGS are collectively referred to as the “Proposed Acquisitions”).

(NGD, the GHC Vendors and GGS Vendors are collectively referred to as the “Vendors”).

In addition to the above, the Company is also proposing to undertake the following proposals:-

(i) Free issuance of up to 473,549,518 warrants in MRCB (“Free Warrants”) to all existing entitled shareholders of the Company on the basis of one (1) Free Warrant for every three (3) MRCB Shares held at an entitlement date to be determined later (“Proposed Free Warrants”);

(ii) Proposed exemption to NGD, the Employees Provident Fund Board and Gapurna Sdn Bhd as well as persons acting in concert with them from the obligation to undertake a mandatory take-over offer for the remaining MRCB Shares not already owned by them upon completion of the Proposed Acquisitions (“Proposed Exemption”);

(iii) Increase in the authorised share capital of the Company (“Proposed IASC”); and

(iv) Amendments to the Memorandum and Articles of Association (“M&A”) of the Company (“Proposed Amendments”).

(The Proposed Acquisitions, Proposed Free Warrants, Proposed Exemption, Proposed IASC and Proposed Amendments are collectively referred to as the “Proposals”).

Further details of the Proposed Acquisitions are set out in the attachments below.

This announcement is dated 8 February 2013.



HUNZPTY - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameHUNZA PROPERTIES BERHAD  
Stock Name HUNZPTY  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoCP-130208-5E608

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS DURING CLOSED PERIOD
DescriptionHunza Properties Berhad ("HPB") wishes to inform that the following Director has given notice of his dealing in the securities of HPB pursuant Paragraph 14.08(d) of Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Ordinary Shares of RM1-00 each

Name of DirectorNature of InterestDate Transacted Opening BalanceNo. of shares Acquired/(Disposed)

% of Shares TransactedConsideration
(RM)
Closing Balance% of Shares Held After the Transaction
Dato' Khor Teng TongDirect
-
12,923,906
-
-
-
12,923,906
-
Dato' Khor Teng Tong
Deemed
08.02.13

89,458,174


2,200

0.001
1.476

89,460,374


49.35

No. of ordinary shares of RM1-00 each Registered holders

* 87,190,264 Khor Teng Tong Holdings Sdn. Bhd., Taman Nibong Tebal Sendirian Berhad,

Jaya Sri Rambai Sdn. Bhd., Mandin Garden Sendirian Berhad,

Hunza Usaha Sdn. Bhd.

* 39,000 Khor Tze Hui, child - by virtue of Section 134(12)(c) of the Act

* 689,000 Khor Tze Ming, child - by virtue of Section 134(12)(c) of the Act

* 47,000 Khor Tze Thieng, child - by virtue of Section 134(12)(c) of the Act

* 65,000 Khor Chia Leng, child - by virtue of Section 134(12)(c) of the Act

* 78,000 Khor Bung Leng, child - by virtue of Section 134(12) of the Act

*738,810 Khor Siang Gin, child - by virtue of Section 134(12)(c) of the Act

* 613,300 Khor San Leng, child - by virtue of Section 134(12)(c) of the Act


*Based on the paid-up capital of the Company of RM181,277,650 divided into 181,277,650 ordinary shares of RM1-00 each, exclusive of 13,188,000 ordinary shares of RM1-00 each held as treasury shares as at 8 February 2013.


Warrants 2010/2015

Name of DirectorNature of InterestDate Transacted Opening BalanceNo. of shares Acquired/(Disposed)

% of Shares TransactedConsideration
(RM)
Closing Balance% of Shares Held After the Transaction
Dato' Khor Teng TongDirect
-
3,340,132
-
-
-
3,340,132
-
Dato' Khor Teng Tong
Deemed
-
21,850,545
-
-
-
21,850,545
-

No. of warrants Registered holders

** 21,557,635 Khor Teng Tong Holdings Sdn. Bhd., Taman Nibong Tebal Sendirian Berhad,

Jaya Sri Rambai Sdn. Bhd., Mandin Garden Sendirian Berhad,

Hunza Usaha Sdn. Bhd.

** 9,000 Khor Tze Hui, child - by virtue of Section 134(12)(c) of the Act

** 159,000 Khor Tze Ming, child - by virtue of Section 134(12)(c) of the Act

** 12,000 Khor Tze Thieng, child - by virtue of Section 134(12)(c) of the Act

** 10,000 Khor Chia Leng, child - by virtue of Section 134(12)(c) of the Act

** 18,000 Khor Bung Leng, child - by virtue of Section 134(12) of the Act

** 55,110 Khor Siang Gin, child - by virtue of Section 134(12)(c) of the Act

** 29,800 Khor San Leng, child - by virtue of Section 134(12)(c) of the Act


**Based on the total number of 43,586,483 Warrants 2010/2015 in issue as at 8 February 2013.

This announcement is dated 8 February 2013.



HYTEXIN - OTHERS HYTEX INTEGRATED BERHAD (“HYTEXIN”OR “THE COMPANY”) - EXECUTION OF A JOINT VENTURE WIND FARM AGREEMENT BETWEEN HYTEX INTEGRATED (SUZHOU) CO. LTD. AND SHENZHEN TIMAR SCENERY ENERGY TECHNOLOGY CO. LTD.

Announcement Type: General Announcement
Company NameHYTEX INTEGRATED BERHAD  
Stock Name HYTEXIN  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoCK-130208-67621

TypeAnnouncement
SubjectOTHERS
DescriptionHYTEX INTEGRATED BERHAD (“HYTEXIN”OR “THE COMPANY”)
- EXECUTION OF A JOINT VENTURE WIND FARM AGREEMENT BETWEEN HYTEX INTEGRATED (SUZHOU) CO. LTD. AND SHENZHEN TIMAR SCENERY ENERGY TECHNOLOGY CO. LTD.

Please refer to the attached announcement.



PETGAS - 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 GAS BERHAD  
Stock Name PETGAS  
Date Announced8 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-130208-66602

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 incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Share of RM1.00/share
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)
Disposed05/02/2013
51,200
 

Circumstances by reason of which change has occurredSale of shares in the open market
Nature of interestDirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change266,559,200
Date of notice06/02/2013

Remarks :
The direct interest of 266,559,200 shares comprising :



a) 252,109,400 shares held by Citigroup Nominees (Tempatan) Sdn Bhd;
b) 1,497,600 shares held by EPF Board;


c) 748,100 shares held by Employees Provident Fund Board (AMUNDI);


d) 302,500 shares held by Employees Provident Fund Board (KIB);


e) 1,661,900 shares held by Employees Provident Fund Board (HDBS);


f) 346,000 shares held by Employees Provident Fund Board (RHB INV);


g) 757,100 shares held by Employees Provident Fund Board (AM INV);


h) 38,000 shares held by Employees Provident Fund Board (MAYBAN);


i) 4,814,800 shares held by Employees Provident Fund Board (NOMURA);


j) 3,843,800 shares held by Employees Provident Fund Board (CIMB PRI);


k) 440,000 shares held by Employees Provident Fund Board (ARIM);




Received form 29B on 8 February 2013


LITRAK - 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 NameLINGKARAN TRANS KOTA HOLDINGS BERHAD  
Stock Name LITRAK  
Date Announced8 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoLT-130208-41115

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 RM0.20 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)
Disposed05/02/2013
500,000
 

Circumstances by reason of which change has occurredDisposal of shares in the open market.
Nature of interestBeneficial.
Direct (units)31,839,700 
Direct (%)6.24 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change31,839,700
Date of notice06/02/2013

Remarks :
Received notice of change on 8/2/13.


Y&G - Winding Up Petition

Announcement Type: Investor Alert Announcement
Company NameY&G CORPORATION BHD  
Stock Name Y&G    
Date Announced8 Feb 2013  
CategoryInvestor Alert Announcement
Reference NoNE-130208-65017

Withdrawal of Winding Up Petition against Merces Builders Sdn Bhd.



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

Announcement Type: General Announcement
Company NameWANG-ZHENG BERHAD  
Stock Name WANGZNG  
Date Announced8 Feb 2013  
CategoryGeneral Announcement
Reference NoCC-130208-46409

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionWANG-ZHENG BERHAD (“WZB” or “the Company”)
- Subscription of Shares in Oscar Cheers Sdn Bhd

The Board of Directors of Wang-Zheng Berhad (“WZB” or “the Company”) (“Board”) wishes to announce that Carefeel Cotton Industries (M) Sdn Bhd (“CCI”), a wholly-owned subsidiary of the Company, had on 8 February 2013 entered into:-

(a) a Joint Investment Agreement (“JIA”) with Sunsuria Development Sdn Bhd (“Sunsuria”), Oscar Cheers Sdn Bhd (“OCSB”) and Peekay Global Sdn. Bhd. (“PGSB”) ;and

(b) a Shareholders Agreement with Sunsuria and PGSB

to subscribe for 14,270 new ordinary shares of RM1.00 each in OCSB (“Share(s)”), representing 14.27% of the enlarged issued and paid up share capital of OCSB for a total consideration of RM16,434,759.00 (“Subscription Amount”) to be satisfied entirely by cash in accordance with the terms and conditions as stipulated in the JIA (“Subscription”). Upon completion of the Subscription, CCI would hold 14.27% of the enlarged issued and paid up share capital of OCSB.

Further details of the Subscription are set out in the attachment herein.

This announcement is dated 8 February 2013.



INTEGRA - Changes in Sub. S-hldr's Int. (29B) - Perak Corporation Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameINTEGRAX BERHAD  
Stock Name INTEGRA  
Date Announced8 Feb 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-130208-74342

Particulars of substantial Securities Holder

NamePerak Corporation Berhad
AddressTingkat 2 Wisma Wan Mohamed
Jalan Panglima Bukit Gantang Wahab
30000 Ipoh Perak Darul Ridzuan
NRIC/Passport No/Company No.210915-U
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderTaipan Merit Sdn Bhd
Tingkat 2 Wisma Wan Mohamed
Jalan Panglima Bukit Gantang Wahab
30000 Ipoh Perak Darul Ridzuan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired29/01/2013
30,000
1.290 

Circumstances by reason of which change has occurredOpen Market Transaction - Deemed interest by virtue of direct interest over the equity of Taipan Merit Sdn Bhd which is a wholly owned subsidiary of Perak Corporation Berhad.
Nature of interestIndirect Interest.
Direct (units)
Direct (%)
Indirect/deemed interest (units)22,041,100 
Indirect/deemed interest (%)7.327 
Total no of securities after change22,041,100
Date of notice08/02/2013


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