April 3, 2013

Company announcements: CIHLDG, PETONE, DESTINI, MUH, WCT, SYCAL, FARMBES

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

Announcement Type: General Announcement
Company NameC.I. HOLDINGS BERHAD  
Stock Name CIHLDG  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoMI-130403-63103

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionC.I. HOLDINGS BERHAD (“CIH” OR “COMPANY”)

PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF CONTINENTAL RESOURCES SDN BHD (“CRSB”) FOR A PURCHASE CONSIDERATION OF RM42.0 MILLION (“PROPOSED ACQUISITION”)

On behalf of the Board of Directors of CIH, Maybank Investment Bank Berhad wishes to announce that the Company has on 3 April 2013 entered into a conditional share sale and purchase agreement with Lee Cheang Mei and Fung Heen Choon for the purposes of the Proposed Acquisition.

Please refer to the attachment for details on the Proposed Acquisition.

This announcement is dated 3 April 2013.



PETONE - PRACTICE NOTE 1 / GUIDANCE NOTE 5:NEW DEFAULT

Announcement Type: General Announcement
Company NamePETROL ONE RESOURCES BERHAD  
Stock Name PETONE  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoCS-130403-E921F

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
NEW DEFAULT
DescriptionPETROL ONE RESOURCES BERHAD (“THE COMPANY” OR “PETONE”)
- NOTICE OF TERMINATION & RECALL - BAI' BITHAMIN AJIL FACILITY UP TO USD17,600,000.00 GRANTED BY BANK MUAMALAT MALAYSIA BERHAD TO ONE PETROLEUM (L) LTD (INDIRECT WHOLLY-OWNED SUBSIDIARY COMPANY)
Further to the announcements made on 11 March 2013 and 13 March 2013, and pursuant to Practice Note No. 1 (“PN1”) and Practice Note No. 17 ("PN17") of the Main Market Listing Requirements (“Main LR”) of the Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of PETONE wishes to announce that its indirect wholly-owned subsidiary company namely One Petroleum (L) Ltd (“OPLL”) had on 2 April 2013 received a Notice of Termination & Recall (“Notice”) from Bank Muamalat Malaysia Berhad ("BMMB") in respect of the default in payment for the Bai’ Bithamin Ajil Facility amounting to USD17,600,000.00 (the "BBA Facility") granted to OPLL. BMMB has demanded from OPLL:
(i) a sum of USD12,327,193.86 being the total outstanding sum under the BBA Facility as at 22 March 2013; and

(ii) a further sum of RM138,420.38 being the outstanding sum pertaining to the legal fees and expenses incurred under the BBA Facility,

(collectively referred to as “Demand Sum”)

within 30 days from the date of the Notice, failing which BMMB may commence legal proceedings against OPLL to recover the Demand Sum.

a) Date of default

The date of the Notice of Termination & Recall of the BBA Facility is 1 April 2013.

b) Reason for default in payment

OPLL was not able to service the loan repayments to BMMB because its floating storage contract in respect of OPLL's vessel, has yet to commence as at to-date.

c) Measures to address the defaults in payments

PETONE and its appointed adviser are in the midst of formulating a debt restructuring scheme for the PETONE group of companies ("Group") with a view to reach an agreement with BMMB to restructure its debts. The proposed debt restructuring scheme is part of a comprehensive restructuring exercise that PETONE is currently undertaking to regularise its PN17 status, which will be announced in due course.

d) Business, financial, operation and legal implications in respect of the default in payment

The default in payment of principal and interest amounted to approximately RM38,393,045 (based on conversion rate of USD1:RM3.1145, as extracted from Bank Negara Malaysia’s website) as at 22 March 2013.The BBA Facility is secured by a Statutory Mortgage over the vessel owned by OPLL, a Debenture over all the assets of OPLL, corporate guarantees issued by PETONE and its wholly-owned subsidiary company namely Arus Dermaga Sdn Bhd (“ADSB”) respectively, and individual guarantees issued by the Directors of OPLL respectively.

The Board wishes to inform that the Management of OPLL is taking proactive measures to regularise the business condition and to ensure continued operation of the Company.

There is no legal implication at this stage as no legal action has been taken by BMMB against OPLL, ADSB or PETONE.

e) Whether the default in payment constitutes an event of default under a different agreement for indebtedness (cross default) and the details thereof, where applicable.

To the best knowledge of the Board, there will be no cross default under this circumstance. The Group had also defaulted in the payment of principal and/or interest of other loans and banking facilities granted to them as announced earlier.


f) Where the default in payment is in respect of a subsidiary or associated company, a confirmation as to whether the subsidiary or associated company is a major subsidiary or major associated company, as the case may be

The default in payment is by OPLL, a wholly-owned subsidiary of ADSB, which is in turn a major wholly-owned subsidiary of PETONE. OPLL is a major subsidiary of PETONE.


g) In the event the default is in respect of secured loan stocks or bonds, the lines of action available to the guarantors or security holders against the listed issuer

Not applicable.

h) In the event the default is in respect of payments under a debenture, to specify whether the default will empower the debenture holder to appoint a receiver or receiver and manager

Should OPLL fail to settle the Demand Sum within 30 days from the date of the Notice, BMMB has the rights to exercise all or any of the remedies under the security documents, including but not limited to invoking the admiralty jurisdiction of the Court to arrest the vessel and/or appoint Receivers under the terms of the Debenture.

i) Solvency Declaration

The Management of OPLL is currently arranging for a meeting with the Board to discuss on the solvency position of the Company. An announcement will be made accordingly once the direction from the Board has been obtained.

Further development in respect of the above default in payment will be announced on Bursa Securities in due course.

This announcement is dated 3 April 2013.


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

Announcement Type: General Announcement
Company NameDESTINI BERHAD  
Stock Name DESTINI  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130403-69061

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionDestini Berhad ("Destini" or "the Company")
PROPOSED ACQUISITIONS BY DESTINI OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF TECHNO FIBRE AUSTRALIA PTY LTD, TECHNO FIBRE MIDDLE EAST MARINE SERVICES FZE, TECHNOFIBRE INTERNATIONAL SDN BHD AND TECHNO FIBRE (S) PTY LTD FOR A TOTAL INDICATIVE PURCHASE CONSIDERATION OF RM42.37 MILLION TO BE SATISFIED ENTIRELY VIA THE ISSUANCE OF NEW ORDINARY SHARES OF RM0.10 EACH IN DESTINI

The Board of Directors of the Company wishes to announce that Destini had on 3 April 2013, entered into four (4) separate Heads of Agreement (“HOAs”) in relation to the proposed acquisitions of the entire issued and paid-up share capital (“Sale Shares”) of Techno Fibre Australia Pty Limited, Techno Fibre Middle East Marine Services FZE, Technofibre International Sdn Bhd and Techno Fibre (S) Pte Ltd(“Target Company” or collectively the “Techno Fibre Companies”).

Further details of the Proposed Acquisition are set out in the attachment herein.

This announcement is dated 3 April 2013.

Attachments

Announcement - Transaction.pdf
222 KB



MUH - PRACTICE NOTE 1 / GUIDANCE NOTE 5:OTHERS

Announcement Type: General Announcement
Company NameMULTI-USAGE HOLDINGS BERHAD  
Stock Name MUH  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130403-3CB6A

TypeAnnouncement
SubjectPRACTICE NOTE 1 / GUIDANCE NOTE 5
OTHERS
DescriptionMulti-Usage Holdings Berhad (‘MUHB’ or “Company”)
Default of Payment Pursuant To Practice Note 1/2001

Further to the announcement on 29 March 2013, MUHB wishes to announce that with the acceptance of the Letter of Offer from the one remaining lender, Malayan Banking Berhad (“MBB”) under the debt settlement arrangement, and the payment of the first installment by 31 March 2013, the Company is no longer a PN1 status Company.

This announcement is dated 3 April 2013.



WCT - Changes in Director's Interest (S135) - Taing Kim Hwa

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced3 Apr 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoWW-130403-40236

Information Compiled By KLSE

Particulars of Director

NameTaing Kim Hwa
Address10, Jalan Eksekutif U1/6, Seksyen U1, 40000 Shah Alam, Selangor Darul Ehsan
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
02/04/2013
80,600
2.420 

Circumstances by reason of which change has occurredDisposal of shares in the open market
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)1,885,903 
Direct (%)0.18 
Indirect/deemed interest (units)207,875,062 
Indirect/deemed interest (%)19.55 
Date of notice03/04/2013

Remarks :
This announcement also serves as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements


WCT - Changes in Sub. S-hldr's Int. (29B) - Taing Kim Hwa

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced3 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-130403-22434

Particulars of substantial Securities Holder

NameTaing Kim Hwa
Address10, Jalan Eksekutif U1/6, Seksyen U1, 40000 Shah Alam, Selangor Darul Ehsan
NRIC/Passport No/Company No.530604-10-5005
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holder1) Taing Kim Hwa
2) WCT Capital Sdn Bhd
3) Various Nominees

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed02/04/2013
80,600
2.420 

Circumstances by reason of which change has occurredDisposal of shares in the open market
Nature of interestDirect
Direct (units)1,885,903 
Direct (%)0.18 
Indirect/deemed interest (units)207,875,062 
Indirect/deemed interest (%)19.55 
Total no of securities after change209,760,965
Date of notice03/04/2013


WCT - 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 NameWCT BERHAD  
Stock Name WCT  
Date Announced3 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-130403-72F8C

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 RM0.50 each
Name & address of registered holderKumpulan Wang Persaraan DiPerbadankan)("KWAP")- 60,939,755 Shares
KWAP's Fund Managers - 11,607,915 Shares

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired27/03/2013
1,257,300
 
Acquired28/03/2013
1,000,000
 

Circumstances by reason of which change has occurredAcquisition of Shares
Nature of interestDirect
Direct (units)72,547,670 
Direct (%)6.81 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change72,547,670
Date of notice03/04/2013

Remarks :
Form 29B dated 3 April 2013 was received on 3 April 2013.


SYCAL - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameSYCAL VENTURES BERHAD  
Stock Name SYCAL  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoSV-130403-432E5

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionNOTIFICATION OF INTENTION TO DEAL IN SECURITIES OF SYCAL VENTURES BERHAD ("SYCAL")
Pursuant to Paragraph 14.08(a) of Bursa Malaysia Securities Berhad's ("Bursa Securities") Main Market Listing Requirements, Dato' Seow Yong Chin, a Director of the Company, wishes to inform Bursa Securities that he intends to deal in the securities of Sycal during the closed period pending the announcement of the Company's audited financial results ended 31 December 2012.
As at 3 April 2013, details of his interest in the securities of Sycal is as follows:-
No. of Ordinary Shares of RM1.00 each
Name
Direct Interest
Deemed Interest
Dato’ Seow Yong Chin
18,826,145 (5.88%)
# 32,853,291 (10.26%)
      # Deemed interest through his shareholdings exceeding 15% in Cygal Holdings Sdn Bhd and SYC Holdings Sdn Bhd.


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

Announcement Type: General Announcement
Company NameFARM'S BEST BERHAD  
Stock Name FARMBES  
Date Announced3 Apr 2013  
CategoryGeneral Announcement
Reference NoOS-130403-43395

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
FUND RAISING
DescriptionFARM’S BEST BERHAD (“FBB” OR “COMPANY”)

PROPOSED PRIVATE PLACEMENT OF UP TO 5,553,000 ORDINARY SHARES OF RM1.00 EACH IN FBB (“FBB SHARES” OR “SHARES”) (“PLACEMENT SHARES”), REPRESENTING APPROXIMATELY TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF FBB TOGETHER WITH UP TO 22,212,000 FREE DETACHABLE WARRANTS (“PLACEMENT WARRANTS”) ON THE BASIS OF FOUR (4) PLACEMENT WARRANTS FOR EVERY ONE (1) PLACEMENT SHARE SUBSCRIBED (“PROPOSED PRIVATE PLACEMENT OF SHARES WITH WARRANTS”)

On behalf of the Board of Directors of FBB (“Board”), TA Securities Holdings Berhad (“TA Securities”) wishes to announce that the Company proposes to undertake the Proposed Private Placement of Shares with Warrants. Please refer to the attachment below for further details of the announcement.

 

This announcement is dated 3 April 2013.



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