April 8, 2013

Company announcements: ENVAIR, AXIATA, UNIMECH, WCT, YOKO

ENVAIR - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameENVAIR HOLDING BERHAD (ACE Market) 
Stock Name ENVAIR  
Date Announced8 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130408-60622

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionENVAIR HOLDING BERHAD ("the Company")
- WINDING-UP PETITION UNDER SECTION 218(1)(e) OF THE COMPANIES ACT, 1965
The Board of Directors of the Company wishes to announce that on 2 April 2013, a Winding-Up Petition pursuant to Section 218(1)(e) of the Companies Act, 1965 together with a copy of the Affidavit Verifying Petition ("the said Winding-Up Petition") has been served on the Company by Messrs. Cheang & Ariff, the Solicitors who act on behalf of the former shareholder/director of the Company, Dato' Sri Ung Eng Huat demanding the payment of the total outstanding sum owing by the Company to Dato' Sri Ung Eng Huat amouting to RM835,445.13 (The sealed Winding-Up Petiton was only received by the Company on 5 April 2013). The said Winding-Up Petition was served after the issue of the Statutory Demand on the Company pursuant to Section 218 of the Companies Act, 1965 for payment of a debt by Messrs. Cheang & Ariff on behalf of Dato' Sri Ung Eng Huat on 18 January 2013 pursuant to a Judgment in Default dated 13 December 2012.
The sum of RM835,445.13 as at 18 January 2013 due on the Judgment in Default dated 13 December 2012 was calculated as follows ("the said Petition"):

Outstanding sum RM827,644.86

Interest at the rate of 4% per annum on RM 4,535.04
RM827,644.86 from 25.10.2012 to 13.12.2012
(50 days)

Interest at the rate of 4% per annum on RM 3,265.23
RM827,644.86 from 14.12.2012 until 18.1.2013
(36 days) -----------------------
RM835,445.13
Total =============

The court has fixed the said Petition for case management on 18 April 2013 at 9.00 a.m. and for hearing on 21 June 2013 at 9.00 a.m. at the High Court, Kuala Lumpur.

The Company wishes to announce that it will vigorously defend these proceedings and will contest any winding up proceedings that may be initiated.

The Company is seeking the necessary legal advice to resolve and/or defend against this matter.

Further announcement on the developments of the above matter will be made to Bursa Malaysia Securities Berhad in due course.

This announcement is dated 8 April 2013.


AXIATA - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced8 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-130408-E7E4E

Particulars of substantial Securities Holder

NameAmanahRaya Trustees Berhad
-Skim Amanah Saham Bumiputera
AddressTingkat 4, Balai PNB
201-A, Jalan Tun Razak
50400 Kuala Lumpur
NRIC/Passport No/Company No.766894-T
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderAmanahRaya Trustees Berhad -Skim Amanah Saham Bumiputera, Tingkat 4, Balai PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed02/04/2013
2,500,000
 

Circumstances by reason of which change has occurredDisposal of 2,500,000 shares by AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera
Nature of interestDirect
Direct (units)607,200,100 
Direct (%)7.13 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change607,200,100
Date of notice02/04/2013

Remarks :
Form 29B received on 8 April 2013


AXIATA - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced8 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-130408-E7F8E

Particulars of substantial Securities Holder

NameAmanahRaya Trustees Berhad
-Skim Amanah Saham Bumiputera
AddressTingkat 4, Balai PNB
201-A, Jalan Tun Razak
50400 Kuala Lumpur
NRIC/Passport No/Company No.766894-T
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderAmanahRaya Trustees Berhad -Skim Amanah Saham Bumiputera, Tingkat 4, Balai PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed03/04/2013
2,500,000
 

Circumstances by reason of which change has occurredDisposal of 2,500,000 shares by AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera
Nature of interestDirect
Direct (units)604,700,100 
Direct (%)7.1 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change604,700,100
Date of notice03/04/2013

Remarks :
Form 29B received on 8 April 2013


AXIATA - Changes in Sub. S-hldr's Int. (29B) - AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced8 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-130408-E804C

Particulars of substantial Securities Holder

NameAmanahRaya Trustees Berhad
-Skim Amanah Saham Bumiputera
AddressTingkat 4, Balai PNB
201-A, Jalan Tun Razak
50400 Kuala Lumpur
NRIC/Passport No/Company No.766894-T
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderAmanahRaya Trustees Berhad -Skim Amanah Saham Bumiputera, Tingkat 4, Balai PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed04/04/2013
2,274,800
 

Circumstances by reason of which change has occurredDisposal of 2,274,800 shares by AmanahRaya Trustees Berhad-Skim Amanah Saham Bumiputera
Nature of interestDirect
Direct (units)602,425,300 
Direct (%)7.07 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change602,425,300
Date of notice04/04/2013

Remarks :
Form 29B received on 8 April 2013


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

Announcement Type: General Announcement
Company NameUNIMECH GROUP BERHAD  
Stock Name UNIMECH  
Date Announced8 Apr 2013  
CategoryGeneral Announcement
Reference NoUG-130408-66655

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionDisposal of associate company – Premium Heights Sdn. Bhd.
Introduction
Unimech Group Berhad (“UGB” or “the Company”) together with remaining shareholders of Premium Heights Sdn. Bhd. (“PHSB”) namely Peak Hua Housing Sdn Bhd, Gee Tiu Fong, Ong Mee Lee and Wan Leong Sin (collectively called “the Vendors”) had on 4th April 2013 entered into a Share Sale Agreement (“SSA”) with Mr. David Chew Keat Soon (“the Purchaser”) to dispose off a total of 4,993,451 ordinary shares of RM1.00 each in the capital of PHSB (“Sale Shares”) representing 100% of the issued and paid up capital of PHSB for a total cash consideration RM16,000,000 (“Sale Consideration”) [“the Disposal”].

Salient Terms of the SSA

Pursuant to the SSA, the completion of the disposal of Sale Shares shall be implemented in three (3) tranches as follows:-
  1. The First Tranche of the Sale Shares shall be completed on the date falling 3 weeks from the date of the execution of SSA whereby the Purchaser shall pay a sum of RM2,000,000 only as a purchase price for the First Tranche to the Vendors’ Solicitors as the stakeholders with irrevocable authorisation to settle the debts of PHSB of RM389,285.51 provided always that the premium under Clause (ii) (b) below shall have first been reserved and/or settled, as the case may be. After the settlement of the debts and the premium reserved and/or settled, as the case may be, the Vendors’ Solicitors shall release any balance thereof to the Vendors in accordance with their respective shareholdings in PHSB.
  2. The Second Tranche of the Sale Shares shall be completed within 7 days upon fulfillment by the Vendors of the last of the following conditions or within 12 calendar months from the date of execution of SSA, whichever is later:-
    1. revival of the existing Development Order but varied to that of strata title without requirement to build 30% low cost housing;
    2. payment of conversion premium based on the Development Order. All difference and/or additional premium, fees, charges and levies relating to issuance of strata titles, as the case may be, shall be borne by the Purchaser;
    3. securing approval for bridge access based on the Development Order from Department of Irrigation & Drainage (“DID”). All payables relating to the design and submissions in respect of the bridge shall be borne by the Purchaser if the same is required prior to seeking DID’s approval. The appeal to utilize the access leading to the roundabout adjoining D.R. Seenivasagam Park is independent, and shall not form part of the conditions;
    4. payment of all debts owing by the PHSB as at the date of SSA (“the Debts”).

    the Purchaser shall pay a sum of RM6,000,000 only as purchase price for the Second Tranche to the Vendors’ solicitors as the stakeholders with irrevocable authorisation to settle the debts of PHSB of RM2,121,515.81 (where applicable), the Vendors’ solicitors shall release any balance thereof to the Vendors in accordance with their respective shareholding in PHSB.

    Pursuant to the SSA, the Purchaser and the Vendors agree as follows:-

    1. the total number of shares to be transacted for the First and Second Tranche shall be 50% of the Sale Shares less 1 share each to be retained by each of the Vendors for purposes of regulating control of PHSB in accordance with the terms of the shareholders’ agreement to be entered by the Parties pending completion of all 3 tranches of the Sale Shares; and
    2. all payment to be borne by the Purchaser in respect of any matters arising out of and/or in connection with Clause (ii) mentioned above shall be paid within 7 days as and when the same is due and payable.
iii. The Third Tranche of the Sale Shares shall be completed on the date falling 36 calendar months of the date of SSA.

iv. In the event the conditions as stated in Clauses (ii) are not fulfilled within 24 calendar months, then the SSA shall be deemed discharged with no claims against each other and PHSB. In which event,


    a) the SSA, the Development Agreement shall be deemed discharged and the Irrevocable Power of Attorney revoked with no claims against each other;
    b) the Purchaser shall remain a shareholder of PHSB and be subjected to the terms and conditions of the Shareholders’ Agreement; and
    c) all expenses incurred by PHSB after the completion of the First Tranche until the discharge herein envisaged shall be borne by the Purchaser.

Changes on the Company's Equity Interest

The changes of the Company’s equity interest in PHSB subsequent to each tranche are as follows:

Existing shareholding
1st Tranche
Subsequent to 1st tranche
2nd tranche
Subsequent to 2nd Tranche
3rd ranche
Upon Completion of the disposal
No. of shares in PHSB
1,997,381
(249,672)
1,747,709
(749,017)
998,692
(998,692)
-
% of equity in PHSB
40.0%
5.0%
35.0%
15.0%
20.0%
20.0%
-

Upon completion of the Disposal, PHSB will cease to be an associate company of UGB.

Information on PHSB

The present authorised share capital of PHSB is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, and the total issued and paid-up share capital of PHSB is RM4,993,451 comprising 4,993,451 ordinary shares of RM1.00 each.

The principal activity of PHSB is property development.

PHSB has an unaudited shareholders’ fund of RM4,307,855 as at 31 December 2012.

Information on the Purchaser

Mr. David Chew Keat Soon is a Malaysian. He has no directorship and/or shareholding in UGB.

Basis of arriving at the Sale Consideration

The total sale consideration of RM16,000,000 is arrived after taking into consideration the current shareholders’ fund of PHSB together with future prospect of PHSB.

Rationale for the Disposal

Currently, PHSB is not generating profitable income to UGB. Therefore, the Board of Directors of the Company has decided to dispose off PHSB. UGB is satisfied that the disposal of the 40% equity interest in PHSB is at a reasonable price.

Original Cost of the Investment

The date and the original cost of investment of UGB in PHSB was on 1 August 2006 at RM3,000,000.

Expected Proceeds and Gain/Loss Aising from the Disposal

The Company is expected to receive net proceeds of RM5,395,680 and the expected gain of RM2,395,680 is attributable to UGB Group on the completion of the Disposal.

Financial Effects

The Disposal will not have any material effect on the net assets per share, earnings per share and gearing of UGB for the financial year ending 31 December 2013.

The Disposal also has no effect on the share capital and substantial shareholders’ shareholding of UGB.

There are no other liabilities or guarantees to be assumed by UGB arising from the Disposal.

Directors’ and Major Shareholders’ Interest

None of the Directors and Major Shareholders or persons connected to the Directors or Major Shareholders has any interest, direct or indirect in the Disposal.

Approval Required

The Disposal is not subject to the approval of the shareholders of UGB or any other government authorities.

Statement by the Board of Directors

The Board of Directors is of the opinion that the Disposal is in the best interest of UGB.

Estimated Timeframe to Complete

Barring any unforeseen circumstances, the Disposal is expected to be completed within three (3) years from the date of execution of the SSA.

Document Available For Inspection

The SSA will be made available for inspection at the registered office of UGB at Suite S-21-H, 21st Floor, Menara Northam, 55, Jalan Sultan Ahmad Shah, 10050 Penang from Monday to Friday (except public holiday) for a period of one month from the date of this announcement.

Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

The highest percentage ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Disposal is 3.78%.

This announcement is dated 8 April 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 Announced8 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-130408-B7D70

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")- 61,939,755 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)
Acquired02/04/2013
1,000,000
 

Circumstances by reason of which change has occurredAcquisition of Shares
Nature of interestDirect
Direct (units)73,547,670 
Direct (%)6.9 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change73,547,670
Date of notice08/04/2013

Remarks :
Form 29B dated 8 April 2013 was received on 8 April 2013.


WCT - OTHERS WCT Berhad (“WCT” or “the Company”) -Notification of acceptance of tender for the construction of Batinah Expressway – Package 2, in the Sultanate of Oman

Announcement Type: General Announcement
Company NameWCT BERHAD  
Stock Name WCT  
Date Announced8 Apr 2013  
CategoryGeneral Announcement
Reference NoWW-130408-63724

TypeAnnouncement
SubjectOTHERS
DescriptionWCT Berhad (“WCT” or “the Company”)
-Notification of acceptance of tender for the construction of Batinah Expressway – Package 2, in the Sultanate of Oman

We refer to the announcements made on 16 August 2012 and 8 March 2013 in relation to the notification of acceptance of tender for the construction of Batinah Expressway – Package 2, in the Sultanate of Oman (the “Project”).

The Board of Directors of WCT wishes to update that the Director of Tenders and Contracts Department of the Ministry of Transport and Communications of the Sultanate of Oman (“the Employer”) has on 6 April 2013 informed the Company and Oman Roads Engineering Company LLC (the “Joint Venture”) that the Employer has decided not to proceed with the Project pursuant to the tender.

The Company respects and will adhere to the Employer’s decision.

This announcement is dated 8 April 2013.



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

Announcement Type: General Announcement
Company NameYOKOHAMA INDUSTRIES BERHAD  
Stock Name YOKO  
Date Announced8 Apr 2013  
CategoryGeneral Announcement
Reference NoCC-130408-41335

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionThe Board of Directors of Yokohama Industries Berhad wishes to announce that the actual value of the Recurrent Related Party Transactions ("RRPT") transacted with the following related party pursuant to the existing shareholders' mandate obtained on 17 May 2012, has exceeded the estimated value of the RRPT as disclosed in the Circular to Shareholders dated 25 April 2012 ("Circular") by more than ten percent (10%). Further details are set out in the table below.

Related Party

Nature of Recurrent Transactions

Estimated Aggregate Value as disclosed in the Circular

RM

Actual Value Transacted from 17 May 2012 to 31 March 2013

RM

Amount Exceeded

RM

Reason for the variation

Borneo Technical Co. (M) Sdn. Bhd.Sale and distribution of automotive batteries (included profit sharing)

101,000,000

111,608,632

10,608,632 (10.5%)

Due to the increase in sales quantity after launching of new range of MF ("Maintenance Free") batteries in the market



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