June 19, 2013

Company announcements: MRCB, WCT, PLS, TRIUMPL

MRCB - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameMALAYSIAN RESOURCES CORPORATION BERHAD  
Stock Name MRCB  
Date Announced19 Jun 2013  
CategoryGeneral Announcement
Reference NoMI-130619-68408

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionMALAYSIAN RESOURCES CORPORATION BERHAD (“MRCB” OR “COMPANY”)

(i) PROPOSED ACQUISITIONS;
(ii) PROPOSED FREE WARRANTS;
(iii) PROPOSED EXEMPTION;
(iv) PROPOSED IASC; AND
(v) PROPOSED AMENDMENTS.

(TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

We refer to the previous announcements made by RHB Investment Bank, on behalf of the Board in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Proposals.

On behalf of the Board, RHB Investment Bank wishes to announce that the Company through its solicitors has been served with a sealed Writ and Statement of Claim both dated 19 June 2013 by PKNS’ solicitors on 19 June 2013. In the Writ and Statement of Claim, PKNS has claimed that NGD has breached the Shareholders’ Agreement entered into between NGD, PKNS and P.J Sentral and MRCB has intentionally or recklessly procured a breach of the Shareholders’ Agreement and sought, inter alia, the following relief:-

(a) a declaration that NGD is in breach of the Shareholders’ Agreement by entering into the NGD SSA with MRCB without first complying with the provisions of Schedule 1 of the Shareholders’ Agreement;

(b) a declaration that NGD’s drag along notice issued under the Shareholders’ Agreement is not binding upon PKNS and is of no legal effect;

(c) a declaration that MRCB has interfered with the Shareholders’ Agreement and has by unlawful means procured a breach thereof;

(d) injunction to restrain NGD and MRCB from implementing or performing the NGD SSA or from continuing to implement or perform the NGD SSA or from taking any action or steps with a view to implementing or performing the NGD SSA;

(e) specific performance on PKNS’ pre-emption right;

(f) an inquiry into the damages suffered by PKNS on the ground of breach/unlawful interference by NGD and MRCB of PKNS’ alleged pre-emption right under the Shareholders’ Agreement; and

(g) such further and other relief as may be appropriate to safeguard the rights and interests of PKNS under the Shareholders’ Agreement.

The Company has instructed its solicitors to defend the civil suit and will seek legal advice from its solicitors in respect of the suit.

Notwithstanding the receipt of the Writ and Statement of Claim, the Board has deliberated and decided to proceed with the EGM in relation to the Proposals on 20 June 2013, in view that the case has not been heard.


This announcement is dated 19 June 2013.



WCT - 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 NameWCT BERHAD  
Stock Name WCT  
Date Announced19 Jun 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoWW-130619-0A870

Particulars of substantial Securities Holder

NameEmployees Provident Fund Board
AddressTingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.EPFACT1991
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (90,165,310 Shares)
Employees Provident Fund Board (1,722,125 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(Amundi)(4,200,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board(HDBS)(5,018,895 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (RHB INV) (2,000,050 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Mayban) (2,500,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ALLIANCE) (2,999,500 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) (6,657,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (PHEIM) (760,000 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (CIMB PRI) (18,106,550 Shares)
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (ARIM) (2,400,000 Shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired14/06/2013
129,900
 

Circumstances by reason of which change has occurredAcquisition of shares
Nature of interestDirect
Direct (units)136,529,430 
Direct (%)12.5 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change136,529,430
Date of notice19/06/2013

Remarks :
Form 29B dated 17 June 2013 was received on 19 June 2013.


PLS - MONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)

Announcement Type: General Announcement
Company NamePLS PLANTATIONS BERHAD  
Stock Name PLS  
Date Announced19 Jun 2013  
CategoryGeneral Announcement
Reference NoPP-130614-59333

TypeAnnouncement
SubjectMONTHLY PRODUCTION FIGURES (MINING / PLANTATION / TIMBER)
DescriptionCrop and Log Productions for May 2013


Fresh Fruit Bunches (m/t)Logs Production (m/t)
PLS Plantations Berhad1,502.552,144.07


TRIUMPL - OTHERS TRIUMPHAL ASSOCIATES BHD (“TAS” or “COMPANY”) PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE UNDER SECTION 64 OF THE COMPANIES ACT, 1965 (“PROPOSED SCR”)

Announcement Type: General Announcement
Company NameTRIUMPHAL ASSOCIATES BHD  
Stock Name TRIUMPL  
Date Announced19 Jun 2013  
CategoryGeneral Announcement
Reference NoMI-130619-62125

TypeAnnouncement
SubjectOTHERS
DescriptionTRIUMPHAL ASSOCIATES BHD (“TAS” or “COMPANY”)

PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE UNDER SECTION 64 OF THE COMPANIES ACT, 1965 (“PROPOSED SCR”)

Reference is made to the Company’s announcement dated 5 April 2013 and 19 April 2013 in relation to the Proposed SCR.

On behalf of the Board of Directors of TAS, AFFIN Investment Bank Berhad wishes to announce that the relevant applications in relation to the Proposed SCR have been submitted to the Securities Commission Malaysia on 19 June 2013 pursuant to Practice Note 44 of the Malaysian Code on Take-Overs and Mergers, 2010.

This announcement is dated 19 June 2013.



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