March 4, 2013

Company announcements: MQTECH, N2N, FABER, KULIM, GENP, YNHPROP

MQTECH - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameMQ TECHNOLOGY BERHAD (ACE Market) 
Stock Name MQTECH  
Date Announced4 Mar 2013  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCC-130304-333BE

Date of buy back04/03/2013
Description of shares purchasedOrdinary Shares of RM0.10 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)100,000
Minimum price paid for each share purchased ($$)0.080
Maximum price paid for each share purchased ($$)0.080
Total consideration paid ($$)8,000.00
Number of shares purchased retained in treasury (units)100,000
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)
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 (%)3.16

N2N - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameN2N CONNECT BERHAD (ACE Market) 
Stock Name N2N  
Date Announced4 Mar 2013  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCM-130301-55255

Date of buy back04/03/2013
Description of shares purchasedOrdinary shares of RM0.10 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)10,100
Minimum price paid for each share purchased ($$)0.440
Maximum price paid for each share purchased ($$)0.450
Total consideration paid ($$)4,495.00
Number of shares purchased retained in treasury (units)10,100
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)2,857,700
Adjusted issued capital after cancellation
(no. of shares) (units)		0 
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)0.9533

FABER - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameFABER GROUP BERHAD  
Stock Name FABER  
Date Announced4 Mar 2013  
CategoryGeneral Announcement
Reference NoFG-130304-537A5

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionFABER GROUP BERHAD (“FGB”)
NOTICE OF CLAIM FILED BY TRIPOLI CONTRACTING AND GENERAL MAINTENANCE (“THE CLAIMANT”) AGAINST FABER LIMITED LIABILITY COMPANY (“FABER LLC”) (“NOTICE OF CLAIM”)

We refer to our earlier announcements dated 3 September 2012, 5 September 2012, 13 September 2012, 27 September 2012, 16 October 2012, 31 January 2013, 19 February 2013 and 28 February 2013 on the above matter.

We wish to announce that FGB was informed today that the Al Dhafra Court in Abu Dhabi Emirate had postponed the case to 25 March 2013.

Further announcement on the developments of the above matter will be made in due course.

This announcement is dated 4 March 2013.


KULIM - Changes in Director's Interest (S135) - Tan Sri Datuk Arshad Bin Ayub (Amended Announcement)

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKULIM (MALAYSIA) BERHAD  
Stock Name KULIM  
Date Announced4 Mar 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoJC-130304-743C5

Information Compiled By KLSE

Particulars of Director

NameTan Sri Datuk Arshad Bin Ayub
Address25 Jalan Permata 7/1
40000 Shah Alam, Selangor
Descriptions(Class & nominal value)Ordinary Shares of RM0.25 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
28/06/2012
133,000
 

Circumstances by reason of which change has occurredPurchased at open market
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)1,972,800 
Direct (%)0.7 
Indirect/deemed interest (units)4,800,800 
Indirect/deemed interest (%)1.71 
Date of notice29/06/2012

Remarks :
The notice dated 29 June 2012 was received via fax on 28 February 2013, instead of 28 February 2012.

KULIM - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS (Amended Announcement)

Announcement Type: General Announcement
Company NameKULIM (MALAYSIA) BERHAD  
Stock Name KULIM  
Date Announced4 Mar 2013  
CategoryGeneral Announcement
Reference NoJC-130304-770FF

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionKULIM (MALAYSIA) BERHAD (“KULIM” OR “COMPANY”) :
PROPOSED DISPOSAL BY SINDORA BERHAD (“SINDORA”), A WHOLLY OWNED SUBSIDIARY OF KULIM, AND E.A. TECHNIQUE (M) SDN BHD (“EA TECH”), A 51% OWNED SUBSIDIARY OF SINDORA, (COLLECTIVELY, “VENDORS”) OF ITS SHAREHOLDING IN ORKIM SDN BHD (“ORKIM”) (“PROPOSED DISPOSAL”)
1.0 INTRODUCTION
      Further to the Company’s announcement dated 30 November 2012 and 31 January 2013, the Board of Directors of the Company wishes to announce that Sindora and EA Tech had on even date entered into a Sale and Purchase Agreement (“SPA”) with GMV-Orkim Sdn Bhd (“GMV-Orkim” or “Purchaser”) for the disposal of 7,524,019 and 11,662,230 ordinary shares representing 20% and 31% shareholding in Orkim, (collectively, “Sale Shares”) respectively for a total consideration of RM110 million or approximately RM5.73 per share.

      Sindora is a wholly owned subsidiary of Kulim while EA Tech is a 51% owned subsidiary of Sindora.

      The Proposed Disposal consequently results in Orkim ceasing to become a subsidiary of Sindora.

2.0 DETAILS OF THE PROPOSED DISPOSAL
      2.1 Information on Orkim
        Orkim was incorporated as a private limited company in Malaysia under the Companies Act 1965. As at the date of this announcement, the authorised share capital of Orkim is RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each (“Orkim Shares”) of which RM37,620,096 comprising 37,620,096 Orkim Shares are issued and fully paid up.

        As at the date of this announcement, the shareholding of Orkim is as stated below :-

        No.Shareholder
        Percentage (%)
        1.Sindora
        20
        2.EA Tech
        31
        3.GMV-Orkim
        40
        4.Wan Izani bin Wan Mahmood (“WIWM”)
        5
        5.Khoo Chin Yew (“KCY”)
        4
        TOTAL
        100

        The current directors of Orkim are Ahamad bin Mohamad, Rozan bin Mohd Sa’at, Dato’ Abdul Hak bin Md Amin, Dato’ Mohd Zafer bin Mohd Hashim, Abdul Karim bin Ismail, Satira binti Omar, Zulkifli bin Mohd Amin, WIWM and KCY.

        Orkim is principally engaged in investment holding whilst the principal activities of the subsidiary companies are shipping and freight management, shipping brokers and ship owners.

        The latest audited consolidated net profit and net assets of Orkim for the financial year ended 31 December 2011 are RM13.90 million and RM58.56 million respectively.

      2.2 Information on GMV-Orkim
        GMV-Orkim was incorporated as a private limited company in Malaysia under the Act on 3 July 2007 and is principally engaged in investment holding. As at 28 February 2012, the sole shareholder of GMV-Orkim is Global Maritime Ventures Berhad.

        The current directors of GMV-Orkim are Mohd Yazid Safuan and Zakaria Saad.

        GMV-Orkim currently holds 40% equity in Orkim Sdn Bhd.
      2.3 Salient terms of the SPA
        2.3.1 Conditions Precedent
            The delivery of the waiver of any pre-emption rights over the Sale Shares by WIWM and KCY, whether under the Subscription and Shareholders Agreement dated 6 May 2009 between Orkim, Sindora, WIWM and KCY (“SSA”), any deed of accession in relation to the SSA or the articles of association of Orkim having been obtained and the resolution to be passed by all the shareholders of Orkim approving for the sale of the Sale Shares to the Purchaser prior to the date of expiry of a fourteen (14) Business Days following the date of the SPA (or such later date agreed in writing by the Parties).
        2.3.2 Completion
          The completion of the sale and purchase of the Sale Shares shall take place at a place mutually agreed by the Parties, not later than seven (7) business days after last of the Conditions Precedent has been fulfilled or waived (or such other date as the Parties may agree in writing), when the following action shall be taken by the parties hereto:
              The Vendors shall deliver to the Purchaser:
              • duly executed (but undated) share transfer forms by the Vendors and the share certificates (together with the required stamping proforma and latest audited account of the Company (PDS 6 and other documents necessary for adjudication) in respect of the Shares;
              • letters of resignation as directors of the Company, in approved terms, in each case confirming that they have no claim of any nature whatsoever against the Company, whether for remuneration, compensation for loss of office, redundancy, wrongful dismissal or for any other reason;
              • a certified true copy of the resolution of the board of directors of the Company;
              • a copy of the letter termination issued by the Vendors to the previous purchaser duly acknowledged receipt by the same in respect of the previous sale and purchase agreement entered into between the Vendors and the previous purchaser for the proposed sale of the Sale Shares; and
              • such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof.
        2.4 Basis of arriving at the consideration
          The consideration for the Proposed Disposal was negotiated between the Vendors and Purchaser on “willing buyer, willing seller” and “as is where is” basis, after taking into consideration the audited consolidated Net Profit and Net Asset of Orkim for the financial year ended 31 December 2011 of RM13.90 million and RM58.56 million respectively.
            It should be noted also that the disposal value of RM110 million for 51% equity in Orkim represents a price earnings (“PE”) multiples of 15.5 times.


      3.0 RATIONALE
          The Proposed Disposal is in line with the wishes of the intrapreneurs and minority shareholders of Orkim, namely Wan Izani bin Wan Mahmood and Khoo Chin Yew, to allow Orkim to pursue alternative direction for the future.

          The Proposed Disposal will also enable Kulim to realise the value of its investment in Orkim with estimated gain of RM59.39 million within the investment period of 4 years.

          In addition, the Proposed Disposal is in line with Kulim’s strategy under its Intrapreneur Venture concept.


      4.0 UTILISATION OF PROCEEDS
        Proceeds from the Proposed Disposal will be used as working capital.


        5.0 EFFECTS OF THE PROPOSED DISPOSAL
            5.1 Share Capital and Substantial Shareholders’ Shareholdings

            The Proposed Disposal will not have any effect on the issued and paid-up share capital as well as shareholdings of the substantial shareholders of Kulim.

            5.2 Earnings

            Except for the loss on future earnings from Orkim’s business, the Proposed Disposal is not expected to have any material effect on the earnings of the Kulim Group for the financial year ending 31 December 2013.

            5.3 Net Assets (“NA”)

            The Proposed Disposal will not have any material effect on the NA of Kulim for the financial year ending 31 December 2013.

            5.4 Gearing

            The Proposed Disposal is not expected to have any material effect on the gearing of Kulim.


            5.5 Expected gain or loss arising from the disposal

            The Proposed Disposal is expected to result in a gain on disposal to Kulim Group of approximately RM 59.39 million, subject to auditors’ verification.

        6.0 LIABILITIES TO BE ASSUMED

            All of the liabilities of Orkim shall be transferred to Orkim’s remaining shareholders, i.e. GMV-Orkim, WIWM and KCY, including contingent liabilities and guarantees upon completion of the Proposed Disposal.

        7.0 COST OF INVESTMENT
            The Company’s original cost of investment in Orkim is as follows:
        Shareholder
        Cost of Investment (RM’000)
        No. of shares acquired
        Sindora
        10,395
        7,524,019
        EA Tech
        17,143
        11,662,230
        Total
        27,538
        19,186,249

        8.0 APPROVALS REQUIRED

            The Proposed Disposal is not subject to the approval of the shareholders of the Company and/or any government authorities.

        9.0 TIME FRAME FOR COMPLETION

            The Proposed Disposal is expected to be completed in the first half of 2013.

        10.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS


            Save as disclosed below, none of the directors and major shareholders of Kulim and persons connected to the directors and/or major shareholders of Kulim have any interest, direct or indirect, in the Disposal.
        Major shareholder
            Kulim is the major shareholder of Sindora, whereas Sindora owns 51% of EA Tech.

            Both Sindora and EA Tech owns 20% and 31% respectively in Orkim, while GMV-Orkim owns 40% of Orkim. Global Maritime Ventures Berhad is the sole shareholder of GMV-Orkim.

        Directors
            Ahamad Mohamad, Rozan Mohd Sa’at who are directors of Kulim, are also Directors of Orkim (hereinafter referred to as the “Interested Directors”). Whilst Dato’ Mohd Zafer bin Mohd Hashim and Abdul Karim bin Ismail who is a Director and senior management of Global Maritime Ventures Berhad respectively, are also Directors of Orkim.

            The Interested Directors are deemed interested in the Disposal by virtue of them being persons connected to Orkim.

            Accordingly, the Interested Directors have abstained and will continue to abstain from all Board deliberations and voting.

        11.0 DIRECTORS’ STATEMENT
            The Board of Kulim is of the opinion that the Proposed Disposal is in the best interest of Company.

        12.0 RISK AND INDUSTRY OVERVIEW AND FUTURE PROSPECTS

            Kulim is of the view that prospects for the Proposed Disposal are positive and is not aware of any risk factors arising from the arrangement other than the normal market and global economic risks.

        13.0 RELATED PARTY TRANSACTION

            The Proposed Disposal would be deemed to be a Related Party Transaction (as defined under the Bursa Malaysia Securities Berhad Main Market Listing Requirements) as Kulim is deemed to be entering into a transaction with a company connected to its subsidiaries.

        14.0 HIGHEST PERCENTAGE RATIO APPLICABLE TO THE DISPOSAL

            The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements is 2.56%.

        15.0 AUDIT COMMITTEE’S STATEMENT

            After having considered all aspects of the Proposed Disposal, the Audit Committee of the Company (“Audit Committee”) is of the opinion that the Proposed Disposal is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of the Company. In forming its view, the Audit Committee has not sought any independent advice.

        16.0 TRANSACTIONS WITH THE PURCHASER

            There is no other material transaction with the Purchaser during the preceding 12 months’ period.

        17.0 DOCUMENTS FOR INSPECTION

            The SPA will be made available for inspection at the registered office of Kulim at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru during normal office hours from Mondays to Fridays (except on public holidays) for a period of one (1) month from the date of this Announcement.


        This announcement is dated 4 March 2013.

        GENP - 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 NameGENTING PLANTATIONS BERHAD  
        Stock Name GENP  
        Date Announced4 Mar 2013  
        CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Reference NoGP-130304-FC592

        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 50 SEN EACH
        Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
        EMPLOYEES PROVIDENT FD BD (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)
        Acquired28/02/2013
        259,000
         

        Circumstances by reason of which change has occurredACQUISITION
        Nature of interestDIRECT
        Direct (units) 
        Direct (%)15.178 
        Indirect/deemed interest (units) 
        Indirect/deemed interest (%) 
        Total no of securities after change115,165,000
        Date of notice01/03/2013

        Remarks :
        Form 29B dated 1 March 2013 was received on 4 March 2013.

        GENP - 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 NameGENTING PLANTATIONS BERHAD  
        Stock Name GENP  
        Date Announced4 Mar 2013  
        CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Reference NoGP-130304-3C1BE

        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 50 SEN EACH
        Name & address of registered holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
        EMPLOYEES PROVIDENT FD BD (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)
        Acquired27/02/2013
        279,300
         

        Circumstances by reason of which change has occurredACQUISITION
        Nature of interestDIRECT
        Direct (units) 
        Direct (%)15.144 
        Indirect/deemed interest (units) 
        Indirect/deemed interest (%) 
        Total no of securities after change114,906,000
        Date of notice28/02/2013

        Remarks :
        Form 29B dated 28 February 2013 was received on 4 March 2013.

        GENP - 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 NameGENTING PLANTATIONS BERHAD  
        Stock Name GENP  
        Date Announced4 Mar 2013  
        CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Reference NoGP-130304-00111

        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 incorporationMALAYSIA
        Descriptions (Class & nominal value)ORDINARY SHARES OF 50 SEN EACH
        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)
        Acquired25/02/2013
        234,700
         

        Circumstances by reason of which change has occurredACQUISITION
        Nature of interestDIRECT
        Direct (units)45,378,600 
        Direct (%)5.981 
        Indirect/deemed interest (units) 
        Indirect/deemed interest (%) 
        Total no of securities after change45,378,600
        Date of notice04/03/2013

        Remarks :
        Form 29B dated 1 March 2013 was received on 4 March 2013.

        YNHPROP - Changes in Sub. S-hldr's Int. (29B) - Aberdeen International Fund Managers Limited

        Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Company NameYNH PROPERTY BERHAD  
        Stock Name YNHPROP  
        Date Announced4 Mar 2013  
        CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Reference NoCC-130304-3D212

        Particulars of substantial Securities Holder

        NameAberdeen International Fund Managers Limited
        AddressRm 2605-06, 26/F Alexandra House 18 Chater Road, Central, Hongkong
        NRIC/Passport No/Company No.145551
        Nationality/Country of incorporationHong Kong
        Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
        Name & address of registered holderBNP Paribas Securities Services

        Details of changes

        Currency: Malaysian Ringgit (MYR)

        Type of transactionDate of change
        No of securities
        Price Transacted (RM)
        Others25/02/2013
        0
         

        Description of other type of transactionChanges in shareholdings due to change in shares outstanding.
        Circumstances by reason of which change has occurredChanges in shareholdings due to change in shares outstanding.
        Nature of interestDeemed interest
        Direct (units) 
        Direct (%) 
        Indirect/deemed interest (units)24,315,087 
        Indirect/deemed interest (%)5.89 
        Total no of securities after change24,315,087
        Date of notice27/02/2013

        Remarks :
        Received notice dated 27 February 2013 from Aberdeen International Fund Managers Limited on 4 March 2013.

        This announcement is dated 4 March 2013.

        YNHPROP - Notice of Shares Buy Back by a Company pursuant to Form 28A

        Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
        Company NameYNH PROPERTY BERHAD  
        Stock Name YNHPROP  
        Date Announced4 Mar 2013  
        CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
        Reference NoCC-130304-55513

        Date of buy back from19/02/2013
        Date of buy back to01/03/2013
        CurrencyMalaysian Ringgit (MYR)
        Total number of shares purchased (units)425,000
        Minimum price paid for each share purchased ($$)1.885
        Maximum price paid for each share purchased ($$)1.958
        Total amount paid for shares purchased ($$)809,408.98
        The name of the stock exchange through which the shares were purchased Bursa Malaysia Securities Berhad
        Number of shares purchased retained in treasury (units)425,000
        Total number of shares retained in treasury (units)792,978
        Number of shares purchased which were cancelled (units)0
        Total issued capital as diminished0
        Date lodged with registrar of companies04/03/2013
        Lodged by Symphony Corporatehouse Sdn. Bhd., Ipoh

        Remarks :
        This announcement is dated 4 March 2013.

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