July 1, 2013

Company announcements: FREIGHT, IRMGRP, BHS, DIALOG, YINSON, TIENWAH

FREIGHT - Changes in Director's Interest (S135) - Chua Tiong Hock

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameFREIGHT MANAGEMENT HOLDINGS BERHAD  
Stock Name FREIGHT  
Date Announced1 Jul 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCK-130701-49626

Information Compiled By KLSE

Particulars of Director

NameChua Tiong Hock
Address84 Westlake Avenue
Singapore 574274
Descriptions(Class & nominal value)Ordinary Shares of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Others
26/06/2013
4,868,658
0.970 

Description of other type of transactionConversion of Warrants-A into Ordinary Shares
Circumstances by reason of which change has occurredConversion of Warrants-A into Ordinary Shares
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units) 
Direct (%) 
Indirect/deemed interest (units)37,325,800 
Indirect/deemed interest (%)22.246 
Date of notice01/07/2013

Remarks :
Deemed interested in shares held via Singapore Enterprises Private Limited by virtue of Section 6A of the Companies Act, 1965.


FREIGHT - Changes in Sub. S-hldr's Int. (29B) - Singapore Enterprises Private Limited

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameFREIGHT MANAGEMENT HOLDINGS BERHAD  
Stock Name FREIGHT  
Date Announced1 Jul 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCK-130701-44897

Particulars of substantial Securities Holder

NameSingapore Enterprises Private Limited
Address51 Penjuru Road #04-00
Singapore 609143
NRIC/Passport No/Company No.196700289C
Nationality/Country of incorporationIncorporated in Singapore
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderSingapore Enterprises Private Limited
51 Penjuru Road #04-00
Singapore 609143

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Others26/06/2013
4,868,658
0.970 

Description of other type of transactionConversion of Warrants-A into Ordinary Shares
Circumstances by reason of which change has occurredConversion of Warrants-A into Ordinary Shares
Nature of interestDirect
Direct (units)37,325,800 
Direct (%)22.246 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change37,325,800
Date of notice01/07/2013


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

Announcement Type: General Announcement
Company NameFREIGHT MANAGEMENT HOLDINGS BERHAD  
Stock Name FREIGHT  
Date Announced1 Jul 2013  
CategoryGeneral Announcement
Reference NoCK-130701-652A6

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Chapter 14 of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") on dealings in securities, Freight Management Holdings Bhd ("Company" or "FMHB") had received notification from Chua Tiong Hock, a Director of the Company, in relation to his dealings in FMHB shares (Paragraph 14.06(a) of the MMLR of Bursa Securities) outside closed period. kindly refer to the table below for further information.

Date of Change

Number of Shares Acquired/Disposed

% of the Securities

Transaction Price

Remarks

Direct

Indirect

26/06/2013

0

4,868,658

2.902%

RM0.97

Conversion of Warrants-A into Ordinary Shares



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

Announcement Type: General Announcement
Company NameFREIGHT MANAGEMENT HOLDINGS BERHAD  
Stock Name FREIGHT  
Date Announced1 Jul 2013  
CategoryGeneral Announcement
Reference NoCK-130701-67FC2

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Chapter 14 of the Main Market Listing Requirements ("MMLR") of Bursa Malaysia Securities Berhad ("Bursa Securities") on dealings in securities, Freight Management Holdings Bhd ("Company" or "FMHB") had received notification from Khua Kian Keong, an Alternate Director to Chua Thiong Hock a Director of the Company, in relation to his dealings in FMHB shares (Paragraph 14.06(a) of the MMLR of Bursa Securities) outside closed period. kindly refer to the table below for further information.

Date of Change

Number of Shares Acquired/Disposed

% of the Securities

Transaction Price

Remarks

Direct

Indirect

26/06/2013

0

4,868,658

2.902%

RM0.97

Conversion of Warrants-A into Ordinary Shares



IRMGRP - PRACTICE NOTE 17 / GUIDANCE NOTE 3:MONTHLY ANNOUNCEMENT

Announcement Type: General Announcement
Company NameIRM GROUP BERHAD  
Stock Name IRMGRP  
Date Announced1 Jul 2013  
CategoryGeneral Announcement
Reference NoCS-130701-3D6B6

TypeAnnouncement
SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
MONTHLY ANNOUNCEMENT
DescriptionIRM GROUP BERHAD ("IRMGB" or "THE COMPANY")
- ANNOUNCEMENT PURSUANT TO PRACTICE NOTE 17 OF THE MAIN MARKET LISTING REQUIREMENTS
Further to the First Announcement made by the Company on 31 May 2013 in compliance with Paragraph 4.1 of Practice Note 17 ("PN17") of the Main Market Listing Requirements, the Board of Directors of IRMGB wishes to inform that the Company is presently in the midst of formulating a regularisation plan to address its PN17 status ("Regularisation Plan").

Premised on the First Announcement, the Company is required to submit a Regularisation Plan to the relevant authorities by 30 April 2014 which is approximately 11 months from the date hereof.

This announcement is dated 1 July 2013.



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

Announcement Type: General Announcement
Company NameBHS INDUSTRIES BERHAD  
Stock Name BHS  
Date Announced1 Jul 2013  
CategoryGeneral Announcement
Reference NoCA-130701-40986

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionBHS INDUSTRIES BERHAD
RECURRENT RELATED PARTY TRANSACTION OF A REVENUE OR TRADING NATURE

The Board of Directors of BHS Industries Berhad ("BHS" or "Company") wishes to announce that two (2) of its wholly-owned subsidiaries, namely, BHS Book Printing Sdn. Bhd. and Pustaka Sistem Pelajaran Sdn. Bhd. have in their ordinary course of businesses entered into a recurrent related party transaction of a revenue or trading nature with a related party, Rakan Bersatu Sdn. Bhd. Details of the said transaction is set out in the attachment.

Attachments

BHS - RRPT.pdf
136 KB



DIALOG - 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 NameDIALOG GROUP BERHAD  
Stock Name DIALOG  
Date Announced1 Jul 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDG-130701-4F807

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 shares of RM0.10 each.
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed26/06/2013
1,829,500
 
Acquired26/06/2013
1,058,900
 

Circumstances by reason of which change has occurredPurchase and Disposal of shares
Nature of interestDirect
Direct (units)381,461,735 
Direct (%)15.84 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change381,461,735
Date of notice01/07/2013

Remarks :
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Disposed 1,829,500 shares) - 319,740,494 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board - 1,500,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (KIB) - 1,485,054 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (HDBS) - 8,059,300 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) (Acquired 865,900 shares) - 20,266,067 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - 8,485,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) (Acquired 193,000 shares) - 13,760,820 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (MAYBAN) - 3,565,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (RHB INV) - 1,500,000 shares
Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (ARIM) - 3,100,000 shares

Total No. of shares - 381,461,735 shares


YINSON - Annual Audited Accounts - 31 January 2013 (Errata) (Amended Announcement)

Announcement Type: PDF Submission
Company NameYINSON HOLDINGS BERHAD  
Stock Name YINSON  
Date Announced1 Jul 2013  
CategoryPDF Submission
Reference NoYH-130701-63372

SubjectAnnual Audited Accounts - 31 January 2013 (Errata)


YINSON - PROVISION OF FINANCIAL ASSISTANCE

Announcement Type: General Announcement
Company NameYINSON HOLDINGS BERHAD  
Stock Name YINSON  
Date Announced1 Jul 2013  
CategoryGeneral Announcement
Reference NoMB-130701-52799

TypeAnnouncement
SubjectPROVISION OF FINANCIAL ASSISTANCE
DescriptionYINSON HOLDINGS BERHAD (“YHB” OR “COMPANY”)

- PROPOSED PROVISION OF FINANCIAL ASSISTANCE
This announcement is dated 1 July 2013.
1. INTRODUCTION

      On behalf of the Board of Directors of YHB, AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that the Company is proposing to provide financial assistance in the form of collaterals to be provided by YHB for the loan facility taken by PTSC Asia Pacific Pte Ltd (“PTSC AP”), an associated company of YHB (“Proposed Provision of Financial Assistance”).


2. BACKGROUND

      YHB had on 9 June 2012 entered into a consortium agreement between Petrovietnam Technical Services Corporation (“PTSC”) and YHB in relation to execution and performance of the engineering, procurement, construction and installation contract (“EPCI Contract”) and the bareboat charter contract for the provision and charter of a floating production, storage and off-loading (“FPSO”) facility (“Bareboat Charter Contract”) (“Consortium Agreement”) (“Joint Venture”).

      Pursuant to the Consortium Agreement, PTSC AP was incorporated in Singapore on 14 June 2012 and the equity participation ratio of PTSC and YHB in PTSC AP are 51% and 49% respectively. On 15 August 2012, the shareholders of YHB had approved the execution of the Consortium Agreement and the formation of the Joint Venture.

      Please refer to the circular to shareholders of YHB dated 31 July 2012 for further information on the Joint Venture.

3. DETAILS OF THE FINANCIAL ASSISTANCE
      Pursuant to the Consortium Agreement, the remaining balance of the estimated project cost of up to USD300 million (equivalent to RM948.15 million*) (“Loan Facility”) includes, amongst others, the cost of acquiring a tanker and FPSO conversion cost, shall be funded by loans from financial institutions.

      PTSC AP had on 28 December 2012 executed a facility agreement to facilitate the Loan Facility (“Facility Agreement”).

      The Facility Agreement requires amongst others, the following securities to be created and/or executed to secure the Loan Facility:-

      (a) a share security deed by YHB of its 49% shareholding in PTSC AP in favour of Oversea-Chinese Banking Corporation Limited as trustee for the finance parties;
        (b) a joint and several undertaking to bear any shortfall arising under or in connection with the conversion of the FPSO; and

        (c) a sponsor insurance assignment in favour of Overseas-Chinese Banking Corporation Limited as trustee for the finance parties, of all the rights which YHB has now or may obtain at any time in the future under or in respect of the insurances in relation to the FPSO upon the terms and conditions of the insurance agreements.

        As a result of the collateral to be provided by YHB pursuant to the Facility Agreement, YHB is deemed to provide financial assistance (as defined in Paragraph 8.23(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”)). Accordingly, pursuant to Paragraph 8.23(2)(c) of the Listing Requirements, the shareholders’ approval is required for the Proposed Provision of Financial Assistance as the amount of financial assistance provided and to be provided to PTSC AP exceeded the threshold of 5% of the YHB and its subsidiaries’ (“YHB Group”) net tangible asset.

    Note:-
    * Based on Bank Negara Malaysia mid rate of USD1:RM3.1605 on 28 June 2013.


    4. RATIONALE

        The financial assistance to be provided by YHB to PTSC AP is necessary to facilitate the fulfillment of the subsequent conditions of the Loan Facility.

    5. FINANCIAL EFFECTS OF THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE


        The Proposed Provision of Financial Assistance will not have any impact on the issued and paid-up share capital, substantial shareholders’ shareholdings in YHB. In addition, the Proposed Provision of Financial Assistance will not have any material effects on the earnings, net assets and gearing of YHB Group for the financial year ending 31 January 2014.

        Nevertheless, in the event that PTSC AP does not meet its debt obligations, the earnings per share and net assets per share of YHB Group may be affected as a result of the obligations under the financial assistance as disclosed in Section 3 of this announcement.

    6. APPROVALS REQUIRED

        The Proposed Provision of Financial Assistance is subject to the shareholders’ approval at an extraordinary general meeting to be convened.
        The Proposed Provision of Financial Assistance is not conditional upon any proposal undertaken and/or to be undertaken by YHB.


    7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

        None of the Directors and/or major shareholders of the Company and persons connected to them have any direct or indirect interest in the Proposed Provision of Financial Assistance.

    8. DIRECTORS’ STATEMENT


        The Board of Directors of YHB, after having considered all aspects of the Proposed Provision of Financial Assistance (including but not limited to the rationale), is of the opinion that the Proposed Provision of Financial Assistance is in the best interests of the Company and is fair and reasonable to YHB and is not detrimental to YHB and its shareholders.

    9. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE PROPOSED PROVISION OF FINANCIAL ASSISTANCE

        Barring any unforeseen circumstances, the Proposed Provision of Financial Assistance is expected to be implemented by the third (3rd) quarter of calendar year 2013.


    TIENWAH - Changes in Sub. S-hldr's Int. (29B) - Lembaga Tabung Angkatan Tentera

    Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Company NameTIEN WAH PRESS HOLDINGS BERHAD  
    Stock Name TIENWAH  
    Date Announced1 Jul 2013  
    CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
    Reference NoCC-130701-20F81

    Particulars of substantial Securities Holder

    NameLembaga Tabung Angkatan Tentera
    AddressTingkat 10-12, Bangunan LTAT
    Jalan Bukit Bintang
    55100 Kuala Lumpur
    NRIC/Passport No/Company No.ACT1011973
    Nationality/Country of incorporationIncorporated in Malaysia
    Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
    Name & address of registered holderLembaga Tabung Angkatan Tentera
    Tingkat 10-12, Bangunan LTAT
    Jalan Bukit Bintang
    55100 Kuala Lumpur

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transactionDate of change
    No of securities
    Price Transacted (RM)
    Disposed24/06/2013
    898,500
     
    Acquired26/06/2013
    215,000
     

    Circumstances by reason of which change has occurred1) Disposal
    2) Acquisition
    Nature of interestDirect
    Direct (units)12,415,258 
    Direct (%)12.87 
    Indirect/deemed interest (units)
    Indirect/deemed interest (%)
    Total no of securities after change12,415,258
    Date of notice01/07/2013


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