Company announcements: PA, PA-WA, TSH, HARVEST, FARMBES, FARMBES-WB

PA - Changes in Director's Interest (S135) - Len Yoong Chan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA
Date Announced	18 Jul 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-130716-43399

Information Compiled By KLSE

Particulars of Director

Name	Len Yoong Chan
Address	No. 8 Jalan LE 1-1 Off Persiaran Lake Edge 47100 Bandar Metro Puchong Selangor Darul Ehsan
Descriptions(Class & nominal value)	Ordinary shares of RM0.10 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Transferred	12/07/2013	2,812,950

Circumstances by reason of which change has occurred	Transfer of shares to her son, Chong Chern Shean.
Nature of interest	Direct interest
Consideration (if any)

Total no of securities after change
Direct (units)	0
Direct (%)	0
Indirect/deemed interest (units)	50,198,580
Indirect/deemed interest (%)	5.84
Date of notice	18/07/2013

Remarks :

Deemed interest by virtue of shareholdings of her husband, Chong Sze San (45,000,000) and her son, Chong Chern Shean (5,198,580). The above transfer of 2,812,950 represents 0.33% of the issued and paid up capital of the Company. This announcement also serves as a notification pursuant to Parapraph 14.09(a) of the Main Market Listing Requirements of the Bursa Malaysia Securities Berhad.

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PA - Changes in Director's Interest (S135) - Dato' Ng Tong Hai

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA
Date Announced	18 Jul 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-130718-31657

Information Compiled By KLSE

Particulars of Director

Name	Dato' Ng Tong Hai
Address	No. 65 Lorong Gopeng Taman Golf 31350 Ipoh Perak Darul Ridzuan
Descriptions(Class & nominal value)	Ordinary shares of RM0.10 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Acquired	17/07/2013	200,000	0.135

Circumstances by reason of which change has occurred	Acquisition of 200,000 ordinary shares by his deemed interest in Reka Roller Shutter Sdn. Bhd.
Nature of interest	Deemed interest
Consideration (if any)	RM27,000.00

Total no of securities after change
Direct (units)	187,353,900
Direct (%)	21.77
Indirect/deemed interest (units)	3,335,000
Indirect/deemed interest (%)	0.38
Date of notice	18/07/2013

Remarks :

This announcement also serves as a notification pursuant to Paragraph 14.09(a) of the Main Marker Listing Requirements of Bursa Malaysia Securities Berhad. The above acquisition of 200,000 represents 0.02% of the issued and paid up capital of the Company. Deemed interest by virtue of the shareholdings in Reka Roller Shutter Sdn. Bhd. (2,845,000) and shares held by his wife, Liew Yoke Keng (200,000) and (290,000) via Maybank Nominees (Tempatan) Sdn. Bhd. pledged securities account for Liew Yoke Keng respectively.

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PA - Changes in Sub. S-hldr's Int. (29B) - Chong Sze San

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA
Date Announced	18 Jul 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	CC-130716-67839

Particulars of substantial Securities Holder

Name	Chong Sze San
Address	No. 8 Jalan LE 1-1 Off Persiaran Lake Edge 47100 Bandar Metro Puchong Selangor Darul Ehsan
NRIC/Passport No/Company No.	570109-01-6941
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Ordinary shares of RM0.10 each
Name & address of registered holder	RHB Nominees (Tempatan) Sdn Bhd Rimaflex Sdn Bhd for Chong Sze San Level 9 Tower One RHB Centre Jln Tun Razak 50400 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Transferred	12/07/2013	2,812,950

Circumstances by reason of which change has occurred	Transfer of shares from his wife, Len Yoong Chan to their son, Chong Chern Shean.
Nature of interest	Deemed interest
Direct (units)	45,000,000
Direct (%)	5.23
Indirect/deemed interest (units)	5,198,580
Indirect/deemed interest (%)	0.61
Total no of securities after change	50,198,580
Date of notice	18/07/2013

Remarks :

Deemed interest by virtue of shareholdings of his son, Chong Chern Shean (5,198,580). The above transfer of 2,812,950 shares represents 0.33% of the issued and paid up capital of the Company.

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PA-WA - Changes in Director's Interest (S135) - Len Yoong Chan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA-WA
Date Announced	18 Jul 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-130716-66596

Information Compiled By KLSE

Particulars of Director

Name	Len Yoong Chan
Address	No. 8 Jalan LE 1-1 Off Persiaran Lake Edge 47100 Bandar Metro Puchong Selangor Darul Ehsan
Descriptions(Class & nominal value)	Warrants 2010/2015

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Transferred	12/07/2013	141

Circumstances by reason of which change has occurred	Transfer of warrants to her son, Chong Chern Shean.
Nature of interest	Direct interest
Consideration (if any)

Total no of securities after change
Direct (units)	0
Direct (%)	0
Indirect/deemed interest (units)	23,294,540
Indirect/deemed interest (%)	25.82
Date of notice	18/07/2013

Remarks :

Deemed interest by virtue of warrants holdings of her husband, Chong Sze San (23,294,117) and her son, Chong Chern Shean (423). This announcement also serves as a notification pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

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PA-WA - Changes in Director's Interest (S135) - Chong Sze San

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA-WA
Date Announced	18 Jul 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	CC-130716-67296

Information Compiled By KLSE

Particulars of Director

Name	Chong Sze San
Address	No. 8 Jalan LE 1-1 Off Persiaran Lake Edge 47100 Bandar Metro Puchong Selangor Darul Ehsan
Descriptions(Class & nominal value)	Warrants 2010/2015

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Transferred	12/07/2013	141

Circumstances by reason of which change has occurred	Transfer of warrants from her wife, Len Yoong Chan to their son, Chong Chern Shean.
Nature of interest	Deemed interest
Consideration (if any)

Total no of securities after change
Direct (units)	23,294,117
Direct (%)	25.82
Indirect/deemed interest (units)	423
Indirect/deemed interest (%)	0.0005
Date of notice	18/07/2013

Remarks :

Deemed interest by virtue of warrants holdings of his son, Chong Chern Shean (423). This announcement also serves as a notification pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

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PA-WA - Changes in Sub. S-hldr's Int. (29B) - Chong Sze San

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965

Company Name	P.A. RESOURCES BERHAD
Stock Name	PA-WA
Date Announced	18 Jul 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	CC-130716-68159

Particulars of substantial Securities Holder

Name	Chong Sze San
Address	No. 8 Jalan LE 1-1 Off Persiaran Lake Edge 47100 Bandar Metro Puchong Selangor Darul Ehsan
NRIC/Passport No/Company No.	570109-01-6941
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Warrants 2010/2015
Name & address of registered holder	RHB Nominees (Tempatan) Sdn Bhd Rimaflex Sdn Bhd for Chong Sze San Level 9 Tower One RHB Centre Jln Tun Razak 50400 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Transferred	12/07/2013	141

Circumstances by reason of which change has occurred	Transfer of warrants from his wife, Len Yoong Chan to their son, Chong Chern Shean.
Nature of interest	Deemed interest
Direct (units)	23,294,117
Direct (%)	25.82
Indirect/deemed interest (units)	423
Indirect/deemed interest (%)	0.0005
Total no of securities after change	23,294,540
Date of notice	18/07/2013

Remarks :

Deemed interest by virtue of warrant holdings of his son, Chong Chern Shean (423).

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

Announcement Type: General Announcement

Company Name	TSH RESOURCES BERHAD
Stock Name	TSH
Date Announced	18 Jul 2013
Category	General Announcement
Reference No	TR-130718-58686

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	PROPOSED DISPOSAL OF THE ENTIRE EQUITY INTEREST OF 1,398,669 ORDINARY SHARES OF RM1.00 EACH HELD BY ITS INDIRECT WHOLLY-OWNED SUBSIDIARY, BISA JAYA SDN BHD IN PONTIAN UNITED PLANTATIONS BERHAD (“PONTIAN”) TO FELDA GLOBAL VENTURES HOLDINGS BERHAD FOR A CASH CONSIDERATION OF RM140.00 PER PONTIAN SHARE (“PROPOSED DISPOSAL”)
1. INTRODUCTION The Company’s indirect wholly-owned subsidiary, Bisa Jaya Sdn Bhd (“BJSB”) had on even date given an irrevocable undertaking (“Proposed Undertaking”) to Felda Global Ventures Holding Berhad (“FGV”) pursuant to a voluntary conditional take-over offer (“Conditional Take-Over Offer” or “Offer”) by FGV to acquire all the voting shares of RM1.00 each in Pontian (“Pontian Shares”) for a cash consideration of RM140.00 per Pontian Share (“Offer Price”). 2. DETAILS OF THE PROPOSED DISPOSAL The Proposed Disposal entails the disposal of the entire BJSB’s equity stake in Pontian representing approximately 16.17% to FGV for a total cash consideration of RM195,813,660. The Proposed Disposal is subject to the terms and conditions set out in the Conditional Take-Over Offer, the salient terms of which are set out in Section 2.2 below. 2.1 Information on Pontian Pontian was incorporated in Malaysia under section 15(1) of the Companies Ordinances 1940 to 1946 on 23 January 1952 and converted to a public company on 12 February 1978. The authorised share capital of Pontian is RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, of which 8,648,280 Pontian Shares have been issued and fully paid-up. Pontian is principally involved in the cultivation of oil palm and investment holding. The principal activities of Pontian’s subsidiaries are investment holding, cultivation of oil palm, extraction of crude palm oil and palm kernel for sale, general insurance agency, property investment and money lending. Based on Pontian’s website at www.pontianunited.com, Pontian and its subsidiaries (“Pontian Group”) have approximately 40,000 acres of oil palm plantation land located primarily in Sabah. The directors of Pontian are Dr Chen Man Hin, Soo Lim Pang, Khoo Siong Kee, Dr Wong Shiak Sun, Wong Loi (alternate to Dr Wong Shiak Sun), Tan Kim Hai, Khoo Lian Fue @ Khoo Bing Sing, Soh Lim Chang, Chew Ah Siong, Dr Christopher Chen Li Hsian, Dr John Chen Li Tat (alternate to Dr Christopher Chen Li Hsian) and Soo Chong Veoy. Based on the audited consolidated financial statements for the financial year ended (“FYE”) 31 December 2012, the profit after tax and non-controlling interest and net assets of the Pontian Group are approximately RM39.48 million and RM414.01 million respectively. Please refer to Appendix I for a summary of the financial information of the Pontian Group. (Source: Companies Commission of Malaysia (“CCM”) search results dated 12 July 2013 on Pontian and audited consolidated financial statements of the Pontian Group for the FYE 31 December 2012) 2.2 Salient terms of the Conditional Take-Over Offer 2.2.1 Conditions of the Offer The Offer is conditional upon the following:- (a) FGV having received valid acceptances by 5.00 p.m. (Malaysian time) on the closing date of the Offer or such other extended or revised closing date(s) as may be decided by FGV (provided that they are not where permitted, withdrawn) (“Closing Date”) which would result in FGV holding in aggregate, together with such Pontian Shares that are already acquired, held or entitled to be acquired or held by FGV, more than 50% of Pontian Shares; and (b) the consent or approval of any other relevant authorities or parties having been obtained, if required. 2.2.2 Offer Consideration The consideration of the Offer is RM140.00 per Pontian Share shall be satisfied wholly in cash. If Pontian declares, makes and/or pays a dividend or other distribution of any nature whatsoever (collectively, “Distribution”) on the date of the Offer notice as announced by FGV or after but prior to the Closing Date, BJSB is entitled to retain such Distribution. However, the consideration for each Pontian Share shall be reduced by the quantum of the net Distribution made per Pontian Share which BJSB is entitled to retain. 2.2.3 Basis And Justification For The Offer Price The Offer Price was determined after taking into consideration the historical earnings of the Pontian Group for the last two (2) FYE 31 December 2011 and 2012 as well as Pontian’s assets and liabilities as detailed in its audited financial statements for the FYE 31 December 2012. For information, Pontian’s profit after tax and non-controlling interest for FYE 31 December 2011 and 2012 are RM71.7 million and RM39.5 million respectively. The Offer Price of RM140.00 per Pontian Share represents a price-earnings multiple of approximately 21.8 times based on the average earnings per share of Pontian of RM6.43 for the past two (2) FYE 31 December 2011 and 2012. 2.2.4 Liabilities to be Assumed There is no other liability whether contingent liability or guarantee to be assumed by FGV arising from the Proposed Disposal. 2.2.5 Original Cost of Investment BJSB’s original cost of investment in Pontian amounts to RM108.3 million, which was incurred over a period of 8 years. 3. RATIONALE TSH invested in Pontian since 2005 and after 8 years, the Board decides to dispose off Pontian Shares held by BJSB which will allow TSH to unlock its value of investment in the Pontian Shares and the proceeds raised will be utilized for repayment of bank borrowings, future business expansion and working capital requirements. 4. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 4.1 Share Capital and Substantial Shareholders’ Shareholding The Proposed Disposal will not have any effect on the share capital and substantial shareholders’ shareholding of TSH as the consideration for the Pontian Shares will be satisfied entirely by cash. 4.2 Earnings Per Share (“EPS”) Barring unforeseen circumstances, the Proposed Disposal is expected to result in a gain of RM86.4 million and an increase in EPS by approximately 10 sen. 4.3 Net Assets (“NA”) and Gearing For illustration purpose, the proforma effects of the Proposed Disposal on the NA and gearing of TSH Group are set out below:- Audited as at 31 December 2012 After the Placement shares issued(a) After the Proposed Disposal(a) RM’000 RM’000 RM’000 Share capital 420,624 431,054 431,054 Share premium 29,605 66,736 66,736 Treasury shares (12,251) (12,256) (12,256) Other reserves (46,200) (46,200) (46,200) Retained earnings 492,901 492,751 579,185 (c) Shareholders’ equity / NA 884,679 932,085 1,018,519 Number of ordinary shares (’000) 834,365(b) 855,224(d) 855,224(d) NA per TSH Share (RM) 1.06 1.09 1.19 Net borrowings(e) 922,554 875,147 701,307 Gearing (times) 1.04 0.94 0.69 Notes: (a) After accounting for 2,000 TSH Shares purchased and retained as treasury shares since 31 December 2012 and 20,860 000 placement shares pursuant to the issuance of a 2.5% private placement. (b) Excluding 6,882,900 TSH Shares held as treasury shares. (c) After accounting for the estimated gain on disposal and estimated expenses in relation to the Proposed Disposal. (d) Excluding 6,884,900 TSH Shares held as treasury shares. (e) Net of cash and bank balances. 5. PROPOSED UTILISATION OF PROCEEDS The Company is proposing to utilise the total cash proceeds from the Proposed Disposal to repay bank borrowings, fund its working capital requirements and defray of estimated expenses in relation to the Proposed Disposal. 6. APPROVALS REQUIRED The Proposed Disposal does not require the approval of any authority or the shareholders of TSH. However, as set out in Section 2.2.1 of this announcement, the Proposed Disposal is conditional upon the FGV holding in aggregate, together with Pontian Shares that are already acquired, held or entitled to be acquired or held by the FGV, more than 50% of the voting shares of Pontian. Save as disclosed above, the Proposed Disposal is not conditional upon any other corporate exercise undertaken or to be undertaken by TSH. 7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS To the best of knowledge of the Company and its Board of Directors (“Board”), none of the Directors and/or major shareholders of TSH and/or any persons connected with them have any interest, direct and/or indirect, in the Proposed Disposal. 8. ESTIMATED TIME FRAME FOR THE COMPLETION The Proposed Disposal is expected to be completed by the fourth (4th) quarter of year 2013. 9. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal as per Paragraph 10.02(g) Chapter 10 of the Main Market LR is 22.13%. 10. DIRECTORS' STATEMENT After having taken into consideration the potential benefits to be derived from the Proposed Disposal (including but not limited to the terms, rationale, prospects and financial effects), the Board is of the opinion that the Proposed Disposal is in the best interests of TSH and its subsidiaries. 11. DEPARTURE FROM THE LISTING REQUIREMENTS The Company does not have access to information on Pontian as the Pontian Shares held by BJSB are considered solely as an investment. As such, the information on Pontian available to the Company is limited to the extent of the disclosure made in the filings with the CCM. Accordingly, the Company is unable to disclose certain information of the Pontian Group in particular its real estate details as required under Part A and Part C of Appendix 10A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. As such, information including but not limited to, identification of the real estate, age profile of plantation, planted and unplanted land area and palm oil mill capacity are not disclosed herein. 12. DOCUMENTS AVAILABLE FOR INSPECTION The Proposed Undertaking is available for shareholders’ inspection at the registered office of the Company at Level 10, Menara TSH, No. 8 Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur during regular office hours from Mondays to Fridays (except public holidays) for a period of one (1) month from the date of this announcement. APPENDIX I SUMMARY FINANCIAL INFORMATION OF PONTIAN GROUP Audited FYE 31 December 2010 2011 2012 (RM’000) (RM’000) (RM’000) Revenue 248,273 262,177 174,956 Cost of sales (144,829) (138,487) (106,530) Gross Profit 103,444 123,690 68,426 Other Income 4,313 6,490 8,557 Replanting expenditure (7,252) (4,171) (5,089) Administrative expenses (7,010) (7,270) (6,842) Other operating expenses (5,753) (3,651) (1,910) PBT 87,742 115,088 63,142 Taxation (23,313) (30,644) (16,791) PAT 64,429 84,444 46,351 Total profit attributable to:- Owners of Pontian 53,677 71,682 39,484 Non-controlling interests 10,752 12,762 6,867 64,429 84,444 46,351 No. of Pontian Shares in issued (’000) 8,648 8,648 8,648 NA per share (RM) (a) 38.14 44.91 47.87 EPS (RM) (b) 6.21 8.29 4.57 Gross dividend per share (RM) 1.45 1.59 1.60 Equity attributable to equity holders of Pontian / NA (RM’000) 329,868 388,361 414,008 Current ratio (times) 8.62 14.1 16.0 Total borrowings - - - Gearing (times) - - - Notes:- (a) Calculation of NA per share is based on the net assets divided by the number of shares as at the end of the respective financial years as disclosed in the respective audited financial statements. (b) Calculation of EPS is based on the profit after tax attributable to the owners of Pontian divided by the number of shares as at the end of the respective financial years as disclosed in the respective audited financial statements. (Source: Audited consolidated financial statements of Pontian Group for the FYE 31 December 2010 to FYE 31 December 2012) This announcement is dated 18 July 2013.

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HARVEST - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement

Company Name	HARVEST COURT INDUSTRIES BHD
Stock Name	HARVEST
Date Announced	18 Jul 2013
Category	General Announcement
Reference No	OS-130718-60000

Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	HARVEST COURT INDUSTRIES BERHAD ("HCIB" OR THE "COMPANY") RIGHTS ISSUE WITH WARRANTS
We refer to the Company’s announcements dated 13 July 2011, 12 October 2011, 11 January 2012, 12 and 16 April 2012, 12 July 2012, 6 August 2012, 30 August 2012, 7 September 2012, 10 October 2012, 22 October 2012, 18 February 2013, 5 March 2013 and 16 July 2013 in relation to the Rights Issue with Warrants (“Announcements”). Abbreviations and definitions used in this announcement shall be the same as those previously defined in the Announcements unless defined otherwise. On behalf of HCIB, TA Securities wishes to announce that the Deed Poll constituting the warrants in relation to the Rights Issue with Warrants has been executed today, 18 July 2013. This announcement is dated 18 July 2013.

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FARMBES - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING

Announcement Type: General Announcement

Company Name	FARM'S BEST BERHAD
Stock Name	FARMBES
Date Announced	18 Jul 2013
Category	General Announcement
Reference No	OS-130718-60354

Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	FARM’S BEST BERHAD (“FBB” OR “COMPANY”) PRIVATE PLACEMENT OF UP TO 5,553,000 FBB SHARES (“PLACEMENT SHARES”) REPRESENTING APPROXIMATELY TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF FARM’S BEST BERHAD TOGETHER WITH UP TO 16,659,000 FREE DETACHABLE WARRANTS (“PLACEMENT WARRANTS”) ON THE BASIS OF THREE (3) PLACEMENT WARRANTS FOR EVERY ONE (1) PLACEMENT SHARE SUBSCRIBED (“PRIVATE PLACEMENT OF SHARES WITH WARRANTS”)
We refer to the announcements made on 25 April 2013, 26 April 2013, 14 May 2013, 27 May 2013, 4 June 2013, 5 June 2013 and 27 June 2013 in relation to the Private Placement of Shares with Warrants (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.   On behalf of the Board, TA Securities wishes to announce that the Board has on 18 July 2013 fixed the issue price for the placement of 5,553,000 Placement Shares at RM1.22 per Placement Share. As stated in the circular to shareholders of FBB dated 5 June 2013, 4,997,700 of the Placement Shares will be placed to independent third party investors while 555,300 Placement Shares will be placed to F.C.H Holdings Sdn. Bhd..   The five (5)-day volume weighted average market price of the FBB Shares  up to 17 July 2013 (“5D-VWAP”) is RM0.7581 and the theoretical value of the Placement Warrants is approximately RM0.1983 each. As such, the issue price of RM1.22 per Placement Share represents a premium of approximately RM0.4619 or 60.93% to the 5D-VWAP but at a discount of approximately RM0.133 or 9.83% from the indicative total value of one (1) Placement Share and three (3) Placement Warrants.   This announcement is dated 18 July 2013.

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FARMBES-WB - Profile for Warrants

Announcement Type: Listing Information & Profile

Company Name	FARM'S BEST BERHAD
Stock Name	FARMBES-WB
Date Announced	18 Jul 2013
Category	Listing Information & Profile
Reference No	OS-130718-47867

Instrument Type	Warrants
Description	Issuance of 11,106,052 free warrants (“Free Warrants”) on the basis of one (1) Free Warrant for every five (5) existing ordinary shares of RM1.00 each in FBB held at 5.00p.m on 11 July 2013 (“Free Warrants Issue”)

Listing Date	19/07/2013
Issue Date	15/07/2013
Issue/ Ask Price	Not Applicable
Issue Size Indicator	Unit
Issue Size in Unit	11,106,052

Maturity Date	14/07/2018
Revised Maturity Date
Exercise/ Conversion Period	5.00Year(s)
Revised Exercise/ Conversion Period
Exercise/Strike/Conversion Price	MYR 1.0000
Revised Exercise/Strike/Conversion Price
Exercise/ Conversion Ratio	1 Warrant : 1 Ordinary Share of RM1.00 each
Revised Exercise/ Conversion Ratio
Mode of satisfaction of Exercise/ Conversion price	Cash
Settlement Type/ Convertible into	Physical (Shares)

Remarks :

The Free Warrants are issued to the entitled shareholder of FBB on the basis of one (1) Free Warrant for every five (5) ordinary shares of RM1.00 each in FBB (“FBB Share(s)”) held at 5.00p.m. on 11 July 2013. Each Free Warrant carries the entitlement to subscribe for one (1) new FBB Share at the exercise price (as indicated above) and at any time during the exercise period (as indicated above) (“Exercise Period”) subject to the adjustments in accordance with the provisions of the deed poll dated 27 June 2013, constituting the Free Warrants. Any Free Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any purpose. This announcement is dated 18 July 2013.

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