May 10, 2013

Company announcements: IHH, GBGAQRS, TENAGA, KIMHIN

IHH - Change Of Company Secretary

Announcement Type: Change Of Company Secretary
Company NameIHH HEALTHCARE BERHAD  
Stock Name IHH  
Date Announced10 May 2013  
CategoryChange Of Company Secretary
Reference NoIH-130509-98371

Date of change10/05/2013
Type of changeResignation
DesignationJoint Secretary
License no.MAICSA 7054907
NameYong Ye Su
Working experience and occupation during past 5 years


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

Announcement Type: General Announcement
Company NameGABUNGAN AQRS BERHAD  
Stock Name GBGAQRS  
Date Announced10 May 2013  
CategoryGeneral Announcement
Reference NoCK-130510-44964

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionGABUNGAN AQRS BERHAD ("GBGAQRS" OR THE "COMPANY") - SUPPLEMENTAL JOINT VENTURE AGREEMENT ENTERED INTO BETWEEN PRESTIGE FIELD DEVELOMENT SDN BHD, INTELBEST CORPORATION SDN BHD AND DARAR EHSAN SDN BHD

1.0 INTRODUCTION

We refer to the Company’s announcement dated 19 February 2013 whereby Prestige Field Development Sdn Bhd (“PFDSB”), a 52%-owned subsidiary of GBGAQRS, had, on 18 February 2013, entered into a sale and purchase agreement (“SPA”) with Menteri Besar Selangor (Incorporated) (“MBI”) to acquire a piece of land which forms part of the Master Title previously held under HS(D) 108938 PT 39568 known as Zone 19, measuring in approximately 30.11 acres in Lestari Perdana, Mukim of Petaling, Daerah Petaling (“LP Land”) from MBI. As stated in the said announcement, pursuant to a decision of the “Majlis Mesyuarat Kerajaan Negeri Selangor Darul Ehsan” (“MMKN”) in a meeting held on 7 November 2012, MMKN has approved the application of MBI to alienate the LP Land to MBI (“Alienation of the LP Land”). In this respect, the relevant Land Office, namely Pentadbir Tanah Daerah Petaling, has alienated the LP Land to MBI held under Master Title HS (D) 288198 PT 81305 in the Mukim of Petaling, District of Petaling, State of Selangor.

Prior to the Alienation of the LP Land, PFDSB had on 31 March 2011 entered into a joint venture agreement (“JVA”) with Intelbest Corporation Sdn Bhd (“ICSB”), Darar Ehsan Sdn Bhd (“DESB”) and SAP Holdings Berhad (“SAP”) (collectively, the “JVA Parties”) to undertake the joint venture development of the LP Land with a proposal to build 177 units of shop offices and 1 unit of shopping complex together with all necessary infrastructure and public utilities to be known as “The Avenue @ Kinrara Uptown” (“Proposed Development”). However, as a result of the Alienation of the LP Land, the subject matter of the JVA, namely the LP Land, has been extinguished and the JVA Parties will not be in a position to complete the JVA.

In respect thereof, the Board of Directors of GBGAQRS (“Board”) wishes to announce that a supplemental joint venture agreement was entered into by PFDSB, ICSB and DESB (“Supplemental JVA”) on 10 May 2013 with the intention to resolve all issues arising from the JVA consequent to the Alienation of the LP Land.

2.0 SALIENT TERMS OF THE SUPPLEMENTAL JVA

2.1 Variation to the JVA (“Variation”)

At the request of PFDSB and in consideration of ICSB forbearing and/or withholding any actions (including but not limited to civil proceedings) against MBI and/or such other party(ies) at the present moment (time being of the essence) to protect and safe-guard ICSB’s interest in the LP Land, ICSB consents and agrees to the following:-

(a) PFDSB shall be entitled to proceed with and complete the purchase of the LP Land from MBI, subject to and upon the terms and conditions under the SPA and upon completion of the SPA, PFDSB shall be the sole and absolute legal and beneficial owner of the LP Land;

(b) DESB and ICSB shall have absolutely no rights (whether proprietary, legal, beneficial or otherwise and whether arising in contract or equity), title, interests and/or claims whatsoever in respect of the LP Land or any part thereof; and

(c) the entire provisions of the JVA shall, upon the registration of the titles to the LP Land in favour of PFDSB, thenceforth wholly and absolutely lapse in totality and cease to have any further force or effect, save and except for ICSB’s entitlement under the JVA which shall remain payable by PFDSB to ICSB but only in such manner and to the extent as expressly amended, modified, supplemented and provided in Section 2.2 below.

2.2 Reduction of ICSB’s entitlement under the JVA

ICSB agrees, undertakes and covenants that its entitlement for RM68,000,000 under the JVA, being the total land cost payable for the LP Land by PFDSB to ICSB (“Original Land Cost”), shall be reduced to RM27,321,921 (“Reduced Amount”), of which:-

(a) a sum of RM15,843,921 (“Paid Amount’) has already been duly paid by PFDSB to ICSB as at the date of this announcement; and

(b) the balance thereof in the sum of RM11,478,000 (“Outstanding Amount”), being the Reduced Amount less the Paid Amount, shall be paid by PFDSB directly to Malaysian Trustees Berhad for and on behalf of ICSB, which sum shall be paid by PFDSB by way of two instalments, the first on or before 30 September 2013 and the second instalment on or before 31 October 2013. Upon full payment of the Outstanding Amount, ICSB shall forthwith cease to have any rights, claims or entitlement whatsoever in respect of the LP Land or any part thereof.

ICSB further agrees, undertakes and covenants as follows:-

(i) save and except for the Reduced Amount, ICSB shall not be entitled to any payment whatsoever in respect of the LP Land or any part thereof; and

(ii) As the JVA between ICSB and SAP has been terminated on 17 August 2012, ICSB has no claims whatsoever in respect of the sum of RM40,678,079 (“Balance Sum”), being the Original Land Cost less the Reduced Amount, and that it shall have no claim whatsoever against DESB and/or PFDSB for compensation or for any other damages or moneys whatsoever in respect of the Balance Sum or any part thereof.

2.3 PFDSB agrees, undertakes and covenants that it shall have no claim whatsoever against DESB and/or ICSB for compensation or for any other damages or moneys whatsoever in respect of the JVA or any part thereof.

3.0 RATIONALE FOR THE SUPPLEMENTAL JVA

The Supplemental JVA is intended to resolve all issues arising from the JVA consequent to the Alienation of the LP Land.

Under the JVA, ICSB is entitled to the Original Land Cost, of which PFDSB has settled the Paid Amount to ICSB as at the date of this announcement, leaving an outstanding sum payable to ICSB of RM52,156,079 (“Original Contractual Balance Sum”). Pursuant to the Alienation of the LP Land, ICSB stands to lose its claims as a rightful owner of the LP Land as well as the Original Contractual Balance Sum it expects to receive from PFDSB under the provisions of the JVA. Notwithstanding the approval of the MMKN for the Alienation of the LP Land, the Board, as advised by its solicitors, understands that ICSB continues to have a claim over its beneficial rights to the LP Land. Therefore, ICSB may exercise its rights to protect its interest as beneficial owner of the LP Land by way of civil actions, which may include but not be limited to, initiating legal suits and/or injunctive reliefs against MBI, PFDSB and/or any other relevant parties to protect its interests and reclaim ownership of the LP Land and/or the Original Contractual Balance Sum. Having in consultation with its solicitors, the Board is of the view that the results of such legal suits and/or injunctive reliefs, if instituted, would be very damaging to PFDSB and may derail the completion of the SPA. Pending the outcome of such legal suits and/or injunctive reliefs, PFDSB may also be prohibited from being able to recommence the Proposed Development. Such situation, if occurs, would adversely affect the cash flow of PFDSB and the associated profitability of the Proposed Development as well as its ability to obtain financing from banks and/or financial institutions to provide loan facility to part finance PFDSB’s purchase of the LP Land from MBI.

Therefore, in order to refrain from any civil actions against PFDSB or MBI which would lead to undesirable consequences as well as taking into consideration the fact that PFDSB has an obligation to complete the Proposed Development to its purchasers, end-financiers, contractors, suppliers and consultants, PFDSB, ICSB and DESB have reached an amicable settlement in respect of the JVA as stated in Section 2.0 above.


4.0 EFFECTS OF THE SUPPLEMENTAL JVA

4.1 Share capital and substantial shareholders’ shareholdings

The Supplemental JVA is not expected to have any material effect on the share capital and the substantial shareholders’ shareholdings of the Company as no new ordinary shares of RM0.25 each in GBGAQRS (“Shares”) will be issued pursuant thereto.

4.2 Earnings and earnings per Share

The Supplemental JVA is not expected to have any material effect on the consolidated earnings and earnings per Share of GBGAQRS for the financial year ending 31 December 2013. However, upon completion of the Supplemental JVA, PFDSB may recommence the Proposed Development, which is expected to contribute positively to the future consolidated earnings of GBGAQRS for the financial year ending 31 December 2013.

4.3 Net assets and gearing

The Supplemental JVA is not expected to have any material effect on the consolidated net assets and gearing of GBGAQRS for the financial year ending 31 December 2013.


5.0 APPROVALS REQUIRED

The Supplemental JVA is not subject to the approval of the shareholders of GBGAQRS and other relevant authorities.


6.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors, major shareholders and/or persons connected to the Directors and/or major shareholders of GBGAQRS have any interest, direct or indirect, in the Supplemental JVA.


7.0 DIRECTORS’ STATEMENT AND RECOMMENDATION

The Board, having considered all aspects of the Supplemental JVA, is of the opinion that the Supplemental JVA is in the best interest of the Company.


8.0 DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Supplemental JVA and the JVA are available for inspection at the Registered Office of GBGAQRS at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.


This announcement is dated 10 May 2013.



TENAGA - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD

Announcement Type: General Announcement
Company NameTENAGA NASIONAL BHD  
Stock Name TENAGA  
Date Announced10 May 2013  
CategoryGeneral Announcement
Reference NoTN-130510-A15E8

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Paragraph 14.09 (a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Tenaga Nasional Berhad ("TNB") wishes to notify that it has today received a notification from the following Principal Officer of TNB on his disposal of shares of TNB. The details of the disposal is as set out in Table 1 below.
Table 1:-
Name of Principal Officer
Date of Disposal
Number of Shares
Price per Share (RM)
% of TNB’s Issued Share Capital
Dato' Ir. Mohd Nazri bin Shahruddin
6 May 2013
50,000
8.20
Negligible
7 May 2013
30,000
8.24
7 May 2013
28,000
8.37
TOTAL
108,000
-

This announcement is dated 10 May 2013.


KIMHIN - Changes in Sub. S-hldr's Int. (29B) - Kim Hin (Malaysia) Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKH-130510-35007

Particulars of substantial Securities Holder

NameKim Hin (Malaysia) Sdn Bhd
Address4 1/2 Mile, Kung Phin Road, Off Penrissen Road, 93250 Kuching, Sarawak
NRIC/Passport No/Company No.90188-W
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderRegistered holders of the shares after the change are as follows:

i) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change

ii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect interest
Direct (units)84,569,225 
Direct (%)60.3 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change84,569,225
Date of notice10/05/2013

Remarks :
The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Director's Interest (S135) - Chua Yew Lin

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKH-130510-34FF0

Information Compiled By KLSE

Particulars of Director

NameChua Yew Lin
Address128, Jalan Tan Sri Datuk William Tan, 93450 Kuching, Sarawak
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
06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia) Sdn Bhd
Nature of interestDirect and deemed interest
Consideration (if any)RM12,087.60 

Total no of securities after change

Direct (units)332,400 
Direct (%)0.24 
Indirect/deemed interest (units)84,569,225 
Indirect/deemed interest (%)60.3 
Date of notice10/05/2013

Remarks :
Registered holders of the shares after the change are as follows:


i) Chua Yew Lin : 332,400 - No change



ii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Director's Interest (S135) - Chua Seng Huat

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKH-130510-34FF5

Information Compiled By KLSE

Particulars of Director

NameChua Seng Huat
Address128, Jalan Tan Sri Datuk William Tan, 93450 Kuching, Sarawak
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
06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia) Sdn Bhd
Nature of interestDirect and deemed interest
Consideration (if any)RM12,087.60 

Total no of securities after change

Direct (units)1,243,225 
Direct (%)0.89 
Indirect/deemed interest (units)84,569,225 
Indirect/deemed interest (%)60.3 
Date of notice10/05/2013

Remarks :
Registered holders of the shares after the change are as follows:


i) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Chua Seng Huat : 1,243,225 - No change



ii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Director's Interest (S135) - John Chua Seng Chai

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKH-130510-34FF3

Information Compiled By KLSE

Particulars of Director

NameJohn Chua Seng Chai
Address128, Jalan Tan Sri Datuk William Tan, 93450 Kuching, Sarawak
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
06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia) Sdn Bhd
Nature of interestDirect and deemed interest
Consideration (if any)RM12,087.60 

Total no of securities after change

Direct (units)524,650 
Direct (%)0.37 
Indirect/deemed interest (units)84,569,225 
Indirect/deemed interest (%)60.3 
Date of notice10/05/2013

Remarks :
Registered holders of the shares after the change are as follows:


i) John Chua Seng Chai : 524,650 - No change


ii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Director's Interest (S135) - Pauline Getrude Chua Hui Lin

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKH-130510-34FE7

Information Compiled By KLSE

Particulars of Director

NamePauline Getrude Chua Hui Lin
Address1, Sin Juak Garden, Jalan Rengas, Kuching-By-Pass, 93300 Kuching, Sarawak
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
06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia) Sdn Bhd
Nature of interestDirect and deemed interest
Consideration (if any)RM12,087.60 

Total no of securities after change

Direct (units)328,900 
Direct (%)0.23 
Indirect/deemed interest (units)84,583,575 
Indirect/deemed interest (%)60.31 
Date of notice10/05/2013

Remarks :
Registered holders of the shares after the change are as follows:

i) Pauline Getrude Chua Hui Lin : 328,900 - No change


ii) Charles Pan Chyi (spouse) : 14,350 - No change [Deemed interest by virtue of Section 134(12)(c) of the Companies Act, 1965]


iii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iv) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Director's Interest (S135) - Chua Seng Guan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoKH-130510-34FF2

Information Compiled By KLSE

Particulars of Director

NameChua Seng Guan
Address128, Jalan Tan Sri Datuk William Tan, 93450 Kuching, Sarawak
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
06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia)
Nature of interestDirect and deemed interest
Consideration (if any)RM12,087.60 

Total no of securities after change

Direct (units)566,000 
Direct (%)0.4 
Indirect/deemed interest (units)84,569,225 
Indirect/deemed interest (%)60.3 
Date of notice10/05/2013

Remarks :
Registered holders of the shares after the change are as follows:


i) Chua Seng Guan : 566,000 - No change


ii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

The calculation of the percentage of interest excludes treasury shares of 15,376,900


KIMHIN - Changes in Sub. S-hldr's Int. (29B) - Chua Yew Lin

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKIM HIN INDUSTRY BERHAD  
Stock Name KIMHIN  
Date Announced10 May 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKH-130510-35005

Particulars of substantial Securities Holder

NameChua Yew Lin
Address128, Jalan Tan Sri Datuk William Tan, 93450 Kuching, Sarawak
NRIC/Passport No/Company No.630511-13-5254
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM1.00 each
Name & address of registered holderRegistered holders of the shares after the change are as follows:


i) Chua Yew Lin : 332,400 - No change



ii) CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Kim Hin (Malaysia) Sdn Bhd : 62,254,025 - No change


iii) Kim Hin (Malaysia) Sdn Bhd : 22,315,200

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired06/05/2013
10,000
1.200 

Circumstances by reason of which change has occurredAcquisition by Kim Hin (Malaysia) Sdn Bhd
Nature of interestDirect and deemed interest
Direct (units)332,400 
Direct (%)0.24 
Indirect/deemed interest (units)84,569,225 
Indirect/deemed interest (%)60.3 
Total no of securities after change84,901,625
Date of notice10/05/2013

Remarks :
The calculation of the percentage of interest excludes treasury shares of 15,376,900


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