April 11, 2013

Company announcements: MAS, MISC, ORIENT

MAS - OTHERS MALAYSIAN AIRLINE SYSTEM BERHAD (“MAS” OR “COMPANY”) (I) PROPOSED CAPITAL RESTRUCTURING COMPRISING:  PROPOSED REDUCTION OF RM0.90 OF THE PAR VALUE OF EACH EXISTING ORDINARY SHARE OF RM1.00 EACH IN MAS PURSUANT TO SECTION 64 OF THE COMPANIES ACT 1965 (“ACT”) (“PROPOSED PAR VALUE REDUCTION”); AND  PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF MAS PURSUANT TO SECTIONS 64 AND 60 OF THE ACT (“PROPOSED SHARE PREMIUM ACCOUNT REDUCTION’), (“PROPOSED CAPITAL RESTRUCTURING”); (II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM0.10 EACH IN MAS (“SHARE(S)”) TO RAISE GROSS PROCEEDS OF UP TO RM3,100 MILLION AFTER THE PROPOSED CAPITAL RESTRUCTURING (“PROPOSED RIGHTS ISSUE”); AND (III) PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF MAS (“M&A”) TO FACILITATE THE IMPLEMENTATION OF THE PROPOSED PAR VALUE REDUCTION (“PROPOSED AMENDMENT”) (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Announcement Type: General Announcement
Company NameMALAYSIAN AIRLINE SYSTEM BERHAD  
Stock Name MAS  
Date Announced11 Apr 2013  
CategoryGeneral Announcement
Reference NoMM-130411-65014

TypeAnnouncement
SubjectOTHERS
DescriptionMALAYSIAN AIRLINE SYSTEM BERHAD (“MAS” OR “COMPANY”)

(I) PROPOSED CAPITAL RESTRUCTURING COMPRISING:

 PROPOSED REDUCTION OF RM0.90 OF THE PAR VALUE OF EACH EXISTING ORDINARY SHARE OF RM1.00 EACH IN MAS PURSUANT TO SECTION 64 OF THE COMPANIES ACT 1965 (“ACT”) (“PROPOSED PAR VALUE REDUCTION”); AND

 PROPOSED REDUCTION OF THE SHARE PREMIUM ACCOUNT OF MAS PURSUANT TO SECTIONS 64 AND 60 OF THE ACT (“PROPOSED SHARE PREMIUM ACCOUNT REDUCTION’),

(“PROPOSED CAPITAL RESTRUCTURING”);

(II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM0.10 EACH IN MAS (“SHARE(S)”) TO RAISE GROSS PROCEEDS OF UP TO RM3,100 MILLION AFTER THE PROPOSED CAPITAL RESTRUCTURING (“PROPOSED RIGHTS ISSUE”); AND

(III) PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF MAS (“M&A”) TO FACILITATE THE IMPLEMENTATION OF THE PROPOSED PAR VALUE REDUCTION (“PROPOSED AMENDMENT”)

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

(Unless otherwise stated, the defined terms used in this announcement shall carry the same meaning as defined in the announcement on 27 November 2012 in relation to the Proposals)

Reference is made to the announcements dated 27 November 2012, 5 December 2012, 21 December 2012, 7 January 2013, 16 January 2013, 5 February 2013, 6 February 2013, 21 March 2013 and 9 April 2013 in relation to the Proposals.

On behalf of MAS, CIMB Investment Bank Berhad wishes to announce that the Capital Restructuring took effect today with the lodgement of the order of the High Court of Malaya at Kuala Lumpur in relation to the Capital Restructuring, with the Companies Commission of Malaysia.

This announcement is dated 11 April 2013.



MAS - OTHERS MALAYSIAN AIRLINE SYSTEM BERHAD (“MAS” OR “COMPANY”) RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM0.10 EACH IN MAS (“RIGHTS SHARE(S)”) TO RAISE GROSS PROCEEDS OF UP TO RM3,100 MILLION AFTER THE CAPITAL RESTRUCTURING (“RIGHTS ISSUE”)

Announcement Type: General Announcement
Company NameMALAYSIAN AIRLINE SYSTEM BERHAD  
Stock Name MAS  
Date Announced11 Apr 2013  
CategoryGeneral Announcement
Reference NoMM-130411-64833

TypeAnnouncement
SubjectOTHERS
DescriptionMALAYSIAN AIRLINE SYSTEM BERHAD (“MAS” OR “COMPANY”)

RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM0.10 EACH IN MAS (“RIGHTS SHARE(S)”) TO RAISE GROSS PROCEEDS OF UP TO RM3,100 MILLION AFTER THE CAPITAL RESTRUCTURING (“RIGHTS ISSUE”)

(Unless otherwise stated, the defined terms used in this announcement shall carry the same meaning as defined in the announcement on 27 November 2012 in relation to the Rights Issue)

Reference is made to the announcements dated 27 November 2012, 5 December 2012, 21 December 2012, 7 January 2013, 16 January 2013, 5 February 2013 and 6 February 2013 in relation to the Rights Issue.

On behalf of MAS, CIMB Investment Bank Berhad wishes to announce that the Board of Directors of MAS has fixed the Issue Price and Entitlement Basis for the Rights Issue as follows:

(i) the Issue Price is RM0.23 per Rights Share; and

(ii) the Entitlement Basis is 4 Rights Shares for every 1 existing Share held by MAS’ shareholders whose names appear on MAS’ Record of Depositors as at 5.00 p.m. on 6 May 2013.

The Issue Price was arrived at after taking into consideration the 5-day volume weighted average market price (“5-day VWAMP”) of the Shares up to and including 10 April 2013 and the theoretical ex-rights price (“TERP”) of the Shares (based on the 5-day VWAMP). The Issue Price represents a discount of approximately 34.3% to the TERP of RM0.35 and approximately 72.0% to the 5-day VWAMP of RM0.82.

The Rights Issue will result in the issuance of up to 13,368,624,960 Rights Shares and will raise gross proceeds of up to RM3,074.8 million. The Rights Issue will be undertaken on a minimum subscription basis based on Khazanah Nasional Berhad’s (“Khazanah”) full entitlement to the Rights Shares. In the event only Khazanah subscribes for its full entitlement to the Rights Shares, the Rights Issue will result in the issuance of approximately 9,273,911,308 Rights Shares and will raise gross proceeds of approximately RM2,133.0 million.

This announcement is dated 11 April 2013.



MISC - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)

Announcement Type: General Announcement
Company NameMISC BERHAD  
Stock Name MISC  
Date Announced11 Apr 2013  
CategoryGeneral Announcement
Reference NoMM-130411-6B6CB

TypeAnnouncement
SubjectTAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
DescriptionMISC BERHAD (“MISC” OR “COMPANY”)

REVISED CONDITIONAL TAKE-OVER OFFER BY PETROLIAM NASIONAL BERHAD (“OFFEROR”) THROUGH CIMB INVESTMENT BANK BERHAD TO ACQUIRE ALL THE ORDINARY SHARES OF RM1.00 EACH IN MISC WHICH ARE NOT ALREADY HELD BY THE OFFEROR (“OFFER SHARES”) AT A CASH OFFER PRICE OF RM5.50 PER OFFER SHARE (“REVISED OFFER”)

We refer to the announcement dated 31 January 2013 and all subsequent announcements made in relation to the Offer.

The Board of Directors of MISC wishes to inform that MISC has today received the attached press notice from CIMB, on behalf of the Offeror, in relation to the complete and valid acceptance from Employees Provident Fund of 424,215,158 MISC Shares as at 5.00 p.m. (Malaysian time) on 11 April 2013, representing approximately 9.50% of the total issued and paid-up share capital of MISC as at 11 April 2013.

The detailed disclosure of the level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on 11 April 2013 is set out in the attached press notice.

Please refer to the attached press notice for further details.

This announcement is dated 11 April 2013.



ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-87EA6

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 stocks 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)
Acquired08/04/2013
174,100
 

Circumstances by reason of which change has occurreda) Acquisition of shares

b) An investment position taken in connection with Aberdeen International Fund Managers Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)45,389,800 
Direct (%)7.32 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change45,389,800
Date of notice09/04/2013

Remarks :
This notice was received on 11 April 2013.


ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-95C81

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 stocks of RM1.00 each
Name & address of registered holder1. BNP Paribas Securities Services
2. Northern Trust - Chicago
3. State Street Bank & Trust

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/04/2013
355,100
 

Circumstances by reason of which change has occurreda) Acquisition of shares

b) An investment position taken in connection with Aberdeen Asset Management Asia Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)53,079,800 
Direct (%)8.56 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change53,079,800
Date of notice10/04/2013

Remarks :
This notice was received on 11 April 2013.


ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-89887

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 stocks 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)
Acquired09/04/2013
301,400
 

Circumstances by reason of which change has occurreda) Acquisition of shares

b) An investment position taken in connection with Aberdeen International Fund Managers Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)45,691,200 
Direct (%)7.37 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change45,691,200
Date of notice10/04/2013

Remarks :
This notice was received on 11 April 2013.


ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-8FEA9

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 stocks of RM1.00 each
Name & address of registered holder1. BNP Paribas Securities Services
2. Northern Trust - Chicago
3. State Street Bank & Trust

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired05/04/2013
92,600
 

Circumstances by reason of which change has occurreda) Acquisition of shares

b) An investment position taken in connection with Aberdeen Asset Management Asia Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)52,547,100 
Direct (%)8.47 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change52,547,100
Date of notice05/04/2013

Remarks :
This notice was received on 11 April 2013.


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

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-F73BC

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc. ("MUFG")
Address7-1, Marunouchi 2-Chome
Chiyoda-ku, Tokyo, 100-8330
Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary stocks of RM1.00 each
Name & address of registered holderAberdeen Asset Management PLC ("Aberdeen") and its subsidiaries
10 Queen's Terrace Aberdeen
AB10 1YG, Scotland

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired05/04/2013
276,000
 

Circumstances by reason of which change has occurreda)Acquisition of shares by Aberdeen.

b)MUFG is deemed interested in the shares by virtue of MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% interest in Aberdeen.
Nature of interestIndirect interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)62,410,200 
Indirect/deemed interest (%)10.06 
Total no of securities after change62,410,200
Date of notice10/04/2013

Remarks :
This Notice was received on 11 April 2013.


ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-4995D

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 stocks of RM1.00 each
Name & address of registered holder1. Citigroup Nominees (Tempatan) Sdn Bhd for
Employees Provident Fund Board

2. Citigroup Nominees (Tempatan) Sdn Bhd for
Employees Provident FD BD (Aberdeen)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed08/04/2013
500,000
 
Acquired08/04/2013
199,500
 

Circumstances by reason of which change has occurred1. Disposal of shares by Employees Provident Fund Board
2. Acquisition of shares by Employees Provident FD BD (Aberdeen)
Nature of interestDirect Interest
Direct (units)55,165,516 
Direct (%)8.89 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change55,165,516
Date of notice09/04/2013

Remarks :
This Notice was received on 11 April 2013.


ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
Stock Name ORIENT  
Date Announced11 Apr 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-130411-860B1

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 stocks 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)
Acquired05/04/2013
82,400
 

Circumstances by reason of which change has occurreda) Acquisition of shares

b) An investment position taken in connection with Aberdeen International Fund Managers Limited's ordinary business in fund management.
Nature of interestDirect interest
Direct (units)45,215,700 
Direct (%)7.29 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change45,215,700
Date of notice05/04/2013

Remarks :
This notice was received on 11 April 2013.


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