MBFHLDG - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
Announcement Type: General Announcement
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | MH-130402-C2D4C |
| Type | Announcement | ||||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||||||||
| Description | MBf HOLDINGS BERHAD ("MBfH") - NOTIFICATION UNDER CHAPTER 14 OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ON DEALINGS IN SECURITIES | ||||||||||||||
Pursuant to Chapter 14, Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, we wish to announce that Tan Sri Datuk Dr Ninian Mogan Lourdenadin, the Group Chief Executive Officer/Director and substantial shareholder of MBfH, has given notice of his dealings in the securities of MBfH outside the closed period, details of which is as set out in the table below :-
The above securities were transacted through Impact Action Sdn Bhd, a company in which Tan Sri Datuk Dr Ninian Mogan Lourdenadin is deemed to have an interest. | |||||||||||||||
MBFHLDG - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Announcement Type: General Announcement
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | MH-130401-AFF6E |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | MBf Holdings Berhad (“MBfH”) Take-over offer by the Tor Private Limited, Nadin Holdings Sdn Bhd, Impact Action Sdn Bhd and Market Share Investments Limited (“Joint Offerors“) through Hong Leong Investment Bank Berhad (formerly known as MIMB Investment Bank Berhad) (“HLIB”) to acquire the following: (i)all the remaining ordinary shares of RM1.00 each in MBf Holdings Berhad (“MBfH”) (“MBfH Shares”) which are not already owned by the Joint Offerors; (ii) all the remaining warrants 2003/2013 (“Warrants”) not already owned by the Joint Offerors (“Offer Warrants”); and (iii)all the new MBfH Shares which may be issued prior to the closing of the Offer arising from the exercise of the outstanding Warrants, for a revised cash consideration of RM1.70 per MBfH Share and RM0.70 per Offer Warrant (“Revised Offer”) |
We wish to inform that we have today, received a press release from HLIB notifying that Impact Action Sdn Bhd had dealt in the MBfH Shares. A copy of the press release is enclosed. This announcement is dated 2 April 2013. | |
MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin
Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 2 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MH-130401-A305F |
Particulars of substantial Securities Holder
| Name | Tan Sri Datuk Dr Ninian Mogan Lourdenadin |
| Address | No. 244, Jalan Ipoh, 51200 Kuala Lumpur |
| NRIC/Passport No/Company No. | 540212-07-5387 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Impact Action Sdn Bhd Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 01/04/2013 | 768,700 | 1.700 |
MBFHLDG - Changes in Director's Interest (S135) - Tan Sri Datuk Dr Ninian Mogan Lourdenadin
Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 2 Apr 2013 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | MH-130401-A3056 |
Information Compiled By KLSE
Particulars of Director
| Name | Tan Sri Datuk Dr Ninian Mogan Lourdenadin |
| Address | No. 244, Jalan Ipoh, 51200 Kuala Lumpur |
| Descriptions(Class & nominal value) | Ordinary Shares of RM1.00 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 768,700 | 1.700 |
| Circumstances by reason of which change has occurred | Purchase in the open market |
| Nature of interest | Indirect interest |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | 547,758,554 |
| Indirect/deemed interest (%) | 94.85 |
| Date of notice | 01/04/2013 |
MBFHLDG - Changes in Sub. S-hldr's Int. (29B) - Impact Action Sdn Bhd
Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
| Company Name | MBF HOLDINGS BERHAD |
| Stock Name | MBFHLDG |
| Date Announced | 2 Apr 2013 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MH-130401-A3057 |
Particulars of substantial Securities Holder
| Name | Impact Action Sdn Bhd |
| Address | Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
| NRIC/Passport No/Company No. | 717952M |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | Impact Action Sdn Bhd Level 18, Menara MBf Jalan Sultan Ismail 50250 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 01/04/2013 | 768,700 | 1.700 |
FACBIND - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
Announcement Type: General Announcement
| Company Name | FACB INDUSTRIES INCORPORATED BERHAD |
| Stock Name | FACBIND |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | OI-130402-42241 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | FACB INDUSTRIES INCORPORATED BERHAD ("FACB" OR THE "COMPANY") I. PROPOSED DISPOSAL BY KANZEN KAGU SDN BHD ("KKSB"), A WHOLLY-OWNED SUBSIDIARY COMPANY OF FACB, OF A PARCEL OF LEASEHOLD INDUSTRIAL LAND ERECTED UPON WITH TWO (2) DETACHED FACTORIES AND OTHER SUPPORTING STRUCTURES, MEASURING 81,520.56 SQUARE METRES HELD UNDER H.S.(D) 132498, LOT PT 64, SECTION 23, CITY OF SHAH ALAM, DISTRICT OF PETALING, SELANGOR DARUL EHSAN, TO ABSOLUTE DEAL SDN BHD ("ADSB") FOR A TOTAL CASH CONSIDERATION OF RM97.00 MILLION ("PROPOSED DISPOSAL OF PROPERTY"); AND II. PROPOSED DISPOSAL BY FACB OF 10,000,000 ORDINARY SHARES OF RM1.00 EACH, REPRESENTING 100% EQUITY INTEREST IN KANZEN TETSU SDN BHD ("KTSB") TO KENTZU STEEL SDN BHD ("KENTZU STEEL") FOR A TOTAL CASH CONSIDERATION OF RM34.50 MILLION ("PROPOSED DISPOSAL OF KTSB") (COLLECTIVELY REFERRED TO AS THE "PROPOSED DISPOSALS") |
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcement dated 12 December 2012 in relation to the Proposed Disposals. On behalf of the Board of Directors of FACB, OSK Investment Bank Berhad is pleased to announce that pursuant to the share sale agreement dated 12 December 2012 in relation to the Proposed Disposal of KTSB, all the conditions precedent has been fulfilled and the Proposed Disposal of KTSB was completed on 1 April 2013. | |
TWS - NOTICE TO DISSENTING SHAREHOLDERS
Announcement Type: PDF Submission
| Company Name | TRADEWINDS (M) BERHAD |
| Stock Name | TWS |
| Date Announced | 2 Apr 2013 |
| Category | PDF Submission |
| Reference No | MI-130402-43210 |
| Subject | NOTICE TO DISSENTING SHAREHOLDERS |
HIAPTEK - MATERIAL LITIGATION
Announcement Type: General Announcement
| Company Name | HIAP TECK VENTURE BERHAD |
| Stock Name | HIAPTEK |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | CC-130329-56197 |
| Type | Announcement |
| Subject | MATERIAL LITIGATION |
| Description | Hiap Teck Venture Berhad ("the Company") Litigation Pursuant to Paragraph 9.04(f) of the Listing Requirement of Bursa Malaysia Securities Berhad |
The Board of Directors of Hiap Teck Venture Berhad (“the Company”) wishes to announce that on 2 April 2013, the Company and its wholly–owned subsidiaries, Alpine Pipe Manufacturing Sdn Bhd and Hiap Teck Hardware Sdn Bhd have vide its solicitors, Messrs Jason Ng & Partners, filed and served the following Writ of Summons and Statement of Claim dated 21 Mac 2013 on the Defendants through their solicitors. Description:SHAH ALAM CIVIL COURT SUIT NO.: 22NCVC-282-2013 (“the Suit”)
2. Alpine Pipe Manufacturing Sdn Bhd (Company No.: 267844-V) (“2nd Plaintiff”) 3. Hiap Teck Hardware Sdn Bhd (Company No.: 276336-A) (“3rd Plaintiff”) (collectively referred to as “the Plaintiffs”)
3. Kua Swee Leong (“3rd Defendant”) 4. Kua Swee Kiat (“4th Defendant”) 5. Kua Siu Hui (“5th Defendant”) 6. Chan Chee Wee (“6th Defendant”) 7. Loi Hui Chin (“7th Defendant”) 8. Loi Hui Ling (“8th Defendant”) 9. Lim Mui Ying (“9th Defendant”) 10. Tan Chui Hong (“10th Defendant”) 11. Loh Lay Hoon (“11th Defendant”) 12. ChooWai Hoong @ Cho Wai Hoong (“12th Defendant”) 13. Kukanes Raj A/L Raju (“13th Defendant”) 14. Lim Chuan Sui (“14th Defendant”) 15. Teo Phaik Hoon (“15th Defendant”) (collectively referred to as “the Defendants”) Save and except for the 2nd Defendant, the Defendants are/were, at all material times, the former Directors, officers and/or employees of the Plaintiffs respectively. The 2nd Defendant was incorporated on 20 April 2011 and the 3rd to 15th Defendants had joined the 2nd Defendant and/or its related companies/subsidiaries as directors, employees and/or shareholders respectively.
(2) The 1st Defendant, by reason of his kinship with the directors and/or shareholders of the 2nd Defendant, knew or ought to know or it was reasonably foreseeable that the various transactions, trade and/or businesses entered into, carried out and/or undertaken by the 2nd Defendant were at all material times, detrimental to the 1st, 2nd and/or 3rd Plaintiffs’ interest; (3) The 1st Defendant had, either by himself and/or by directing his children and/or 2nd Defendant through its servants and/or agents, caused, encouraged, assisted, convinced, induced, poached and/or procured the employees and/or former employees of the 1st, 2nd and/or 3rd Plaintiffs to leave the service of the 1st, 2nd and/or 3rd Plaintiffs which were detrimental to the Plaintiffs’ interest and/or were reasonably foreseeable to cause losses and damages to the Plaintiffs; (4) The 1st, 3rd, 4th, 5th, 6th, 7th, 8th, 9th, 10th, 11th, 12th, 13th, 14th and/or 15th Defendants had committed breach of trust and confidence by wrongfully used, divulged, disclosed and/or communicated and/or caused to be used, divulged, disclosed and/or communicated to the 2nd Defendant confidential information and/or trade secrets of the 1st, 2nd and/or 3rd Plaintiffs, without first obtaining the 1st, 2nd and/or 3rd Plaintiffs’ consent; (5) The Defendants, or each of them, has/have unlawfully interfered, is/are continuing to unlawfully interfere and/or threaten to unlawfully interfere with the 1st, 2nd and/or 3rd Plaintiffs’ trade and/or business; (6) The 2nd Defendant through its servants and/or agents and 1st, 3rd, 4th, 5th, 6th, 7th, 8th, 9th, 10th, 11th, 12th, 13th, 14th and/or 15th Defendants, wrongfully and with intent to injure the 1st, 2nd and/or 3rd Plaintiffs and/or to cause loss to the 1st, 2nd, and/or 3rd Plaintiffs, by unlawful means conspired and colluded together to defraud the 1st, 2nd and/or 3rd Plaintiffs and/or to cause injury, loss and/or damages to the 1st, 2nd and/or 3rd Plaintiffs; (7) The 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 9th, 10th, 11th, 12th, 13th, 14th and/or 15th Defendants jointly and/or respectively had, at various times and situations, inter alia fraudulently, dishonestly, knowingly, recklessly, intentionally and/or otherwise assisted, aided or abetted the 1st Defendant in breach of his (the 1st Defendant) contractual, statutory, fiduciary and/or common law duties and/or obligations owed to the Plaintiffs and/or knowingly benefited from the 1st Defendant’s aforesaid breaches and/or wrongful acts; (8) The 1st, 2nd, 3rd, 4th and/or 5th Defendants had, directly or otherwise, procured and/or induced a breach of employment contracts of the 2nd and/or 3rd Plaintiffs’ employees and/or former employees; and (9) The 1st Defendant had dishonestly, intentionally, fraudulently and/or recklessly misrepresented to the Board of the 1st Plaintiff on his non-involvement, directly or otherwise, in the setting up and/or operation of the 2nd Defendant, with the intent or malice to deceive and/or induce the Board of the 1st Plaintiff into believing such representation when such representation was made by the 1st Defendant knowingly or without believing its truth, or recklessly, carelessly whether it is true or false. Prayers As a result of the causes of action against the Defendants above, the Plaintiffs are seeking for the following, amongst others:- (1) Against the 1st Defendant:
(b) An order for payment by the 1st Defendant to the 1st Plaintiff the sum of RM2,420,000-00 for his breaches of the Service Agreement and/or other contractual, statutory, fiduciary and/or common law duties and/or obligations owed to the 1st, 2nd and/or 3rd Plaintiffs; (c) Interest on the sum of RM2,420,000-00 at the rate of 8% per annum from 05.10.2011 till date of judgment; (d) Post-judgment interest on the sum of RM2,420,000-00 at the rate of 8% per annum from the date of judgment till the date of full settlement; and (e) An order that the 1st Defendant returns the 1st Plaintiff’s Company Car bearing the vehicle registration number of WTG1636 to the 1st Plaintiff for his breaches of the Service Agreement and/or other contractual, statutory, fiduciary and/or common law duties and/or obligations owed to the 1st, 2nd and/or 3rd Plaintiffs. (a) An inquiry as to damages for and an account of all profits made by the Defendants and an order for payment from the Defendants to the Plaintiffs of all sums found due including interest thereon upon taking such inquiry and account; (b) General damages; (c) Aggravated damages, exemplary damages and punitive damages; (d) Interest on all damages awarded at the rate of 8% per annum from the date of judgment until the date of realisation; (e) Costs on a solicitor and client basis; and (f) Any further Order and/or relief and/or directions be made and/or be given, as this Honourable Court deems fit and proper. Save for management cost and legal expenses, the Suit has no financial or operational impact on the Company and its subsidiaries at present. Status The High Court has fixed 5 April 2013 for case management of the Suit. Further announcement on the subsequent material developments of the above case will be made as and when appropriate. This announcement is dated 2 April 2013. | |
TWSPLNT - SUSPENSION OF SECURITIES
Announcement Type: General Announcement
| Company Name | TRADEWINDS PLANTATION BERHAD |
| Stock Name | TWSPLNT |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | TP-130402-43400 |
| Type | Announcement |
| Subject | SUSPENSION OF SECURITIES |
| Description | TRADEWINDS PLANTATION BERHAD (“TWP” OR “COMPANY”) UNCONDITIONAL TAKE-OVER OFFER BY PERSPECTIVE LANE (M) SDN BHD, KELANA VENTURES SDN BHD, SEAPORT TERMINAL (JOHORE) SDN BHD AND ACARA KREATIF SDN BHD (COLLECTIVELY, THE “JOINT OFFERORS”) THROUGH MAYBANK INVESTMENT BANK BERHAD (“MAYBANK IB”) TO ACQUIRE: (I) ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN TWP (“TWP SHARES”) NOT ALREADY OWNED BY THE JOINT OFFERORS AND TRADEWINDS (M) BERHAD, BEING THE PERSON ACTING IN CONCERT WITH THE JOINT OFFERORS (“PAC”), AND SUCH NUMBER OF NEW TWP SHARES THAT MAY BE ISSUED AND ALLOTTED PRIOR TO THE CLOSING DATE PURSUANT TO THE CONVERSION OF THE OUTSTANDING IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS OF TWP (“TWP ICULS”) (“OFFER SHARES”) FOR A CASH OFFER PRICE OF RM5.00 PER OFFER SHARE (“SHARES OFFER”); AND (II) ALL THE OUTSTANDING TWP ICULS NOT ALREADY OWNED BY THE JOINT OFFERORS AND THE PAC (“OFFER ICULS”) FOR A CASH OFFER PRICE OF RM3.13 PER OFFER ICULS (“ICULS OFFER”) (COLLECTIVELY REFERRED TO AS THE “OFFER”) |
We refer to Bursa Malaysia Securities Berhad's ("Bursa Securities") letter dated 2 April 2013 in relation to our announcement on 27 March 2013. Notwithstanding the provisions of Paragraph 16.02(3) of the Main Market Listing Requirements ("LR"), Bursa Securities, in exercising its power under Paragraph 2.06(2) of the LR, informed that the trading in the Company's securities will be suspended with effect from 9.00 a.m., Tuesday, 9 April 2013 upon the expiry of five (5) market days after the despatch of the Independent Advice Circular ("IAC") by Kenanga Investment Bank Berhad, the Independent Adviser ("IA") for the take-over offer by the Joint Offerors ("Offer"), instead of from 9.00 a.m., on Thursday, 4 April 2013 as announced on 27 March 2013. Bursa Securities' decision to effect the suspension as set out above is made after taking into consideration the interest of ensuring a fair and orderly market. As such, the minority shareholders should be accorded time to evaluate and assess the advice of the IA in respect of the Offer, prior to deciding on their actions with regards to their holdings in the Company's securities. In this regard, the ability to access the secondary market should be preserved and accorded to the minority shareholders. For consistency, the abbreviations used throughout this Announcement are the same as those previously defined in the Offer Announcements. This announcement is dated 2 April 2013. | |
THHEAVY - OTHERS TH HEAVY ENGINEERING BERHAD (FORMERLY KNOWN AS RAMUNIA HOLDINGS BERHAD) (“THHE” OR THE “COMPANY”) - LETTER OF AWARD FROM MURPHY SARAWAK OIL COMPANY LIMITED
Announcement Type: General Announcement
| Company Name | TH HEAVY ENGINEERING BERHAD |
| Stock Name | THHEAVY |
| Date Announced | 2 Apr 2013 |
| Category | General Announcement |
| Reference No | CS-130402-B5BE7 |
| Type | Announcement |
| Subject | OTHERS |
| Description | TH HEAVY ENGINEERING BERHAD (FORMERLY KNOWN AS RAMUNIA HOLDINGS BERHAD) (“THHE” OR THE “COMPANY”) - LETTER OF AWARD FROM MURPHY SARAWAK OIL COMPANY LIMITED |
INTRODUCTION The Board of Directors of THHE is pleased to announce that its wholly owned subsidiary, THHE Fabricators Sdn. Bhd. (Formerly known as Ramunia Fabricators Sdn. Bhd.) (“TFSB”) has received a Letter of Award from Murphy Sarawak Oil Company Limited (“Murphy”) dated 1 April 2013 for the Engineering, Procurement, Construction and Commissioning (EPCC) for Permas Production (PR-PA) Topsides for Murphy’s Sarawak SK311 Permas Development Project, Contract No. MURPHY/P12005 (‘the Contract”). The Letter of Award was accepted by TFSB on 2 April 2013. INFORMATION ON THE CONTRACT Under the Contract, the Company is to undertake the Engineering, Procurement, Construction and Commissioning (EPCC) of the Permas Production-A (PR-PA) Topsides’ located at Block SK311, approximately 95 kilometers offshore Bintulu, Sarawak. The Contract value is estimated to be RM196 million. It is a one-off Contract and the scheduled completion date for the Contract shall be approximately 16 months. FINANCIAL EFFECTS The Contract is expected to contribute positively to the earnings and net assets per share of THHE for the financial year ending 31 December 2013 and 2014 respectively. RISK FACTORS Risk factors affecting the Contract include but are not limited to execution risks such as availability of skilled manpower and materials, changes in prices of materials, and changes in political, economic and regulatory conditions. The Company has over more than a decade established its track records and expertise to undertake such projects. Therefore, the Board and management believe that the Company is able to mitigate the abovementioned risk factors. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the Directors or major shareholders or persons connected with the Directors or major shareholders of the Company has any direct or indirect interest in the Contract. DIRECTORS' STATEMENT The Board of Directors of THHE is of the opinion that the acceptance of the Contract is in the best interest of the Company. This announcement is dated 2 April 2013 | |
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