October 17, 2013

Company announcements: PERISAI, RAYA, MNC, GENETEC, FLONIC

PERISAI - 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 NamePERISAI PETROLEUM TEKNOLOGI BHD  
Stock Name PERISAI  
Date Announced17 Oct 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-131017-2F9DE

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
- EMPLOYEES PROVIDENT FD BD (KIB)
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)
Acquired11/10/2013
800,000
 

Circumstances by reason of which change has occurredACQUIRED VIA OPEN MARKET
Nature of interestDIRECT
Direct (units)55,830,900 
Direct (%)5.15 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change55,830,900
Date of notice14/10/2013

Remarks :
1) The percentage of shareholding excludes 400,000 shares bought-back by the Company and retained as treasury shares.

2) Form 29B received on 17 October 2013.


PERISAI - Notice of Person Ceasing (29C) - LYNEAR PLUS LIMITED

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NamePERISAI PETROLEUM TEKNOLOGI BHD  
Stock Name PERISAI  
Date Announced17 Oct 2013  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoCC-131017-57882

Particulars of substantial Securities Holder

NameLYNEAR PLUS LIMITED
AddressPO BOX 957, OFFSHORE INCORPORATIONS CENTRE
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS
NRIC/Passport No/Company No.1630241
Nationality/Country of incorporationBRITISH VIRGIN ISLANDS
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.10 EACH
Date of cessation08/10/2013
Name & address of registered holderLYNEAR PLUS LIMITED
PO BOX 957, OFFSHORE INCORPORATIONS CENTRE
ROAD TOWN, TORTOLA
BRITISH VIRGIN ISLANDS
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed515,300 
Price Transacted ($$) 
Circumstances by reason of which a person ceases to be a substantial securities HolderDISPOSAL VIA OPEN MARKET
Nature of interestDIRECT
Date of notice17/10/2013

Remarks :
1) The percentage of shareholding excludes 400,000 shares bought-back by the Company and retained as treasury shares.

2) Form 29C received on 17 October 2013.


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

Announcement Type: General Announcement
Company NameRAYA INTERNATIONAL BERHAD (ACE Market) 
Stock Name RAYA  
Date Announced17 Oct 2013  
CategoryGeneral Announcement
Reference NoCS-131017-152CE

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionRAYA INTERNATIONAL BERHAD (formerly known as Envair Holding Berhad)("Raya" or "the Company")
- Disposal of Property

The Company wishes to announce that Quest Filter Sdn Bhd, a wholly-owned subsidiary of Raya, had on 10 October 2013 accepted an offer to purchase from Global Healthcare Logistics Sdn Bhd., and / or its nominee for the purchase of its property (factory) registered as No: 6, Jalan Salung 33/26, Shah Alam Technology Park, Section 33, 40400 Shah Alam, Selangor Darul Ehsan at a purchase price of RM 8,500,000.00 which is conditional upon the approval of the Board and Shareholders of Raya and/or from any other relevant authorities as may be required.


The 2% of the Purchase Price amounting to RM 170,000.00 has been sent to Raya's Solicitors as stakeholders, and the said sum shall be released to Raya upon the signing of the conditional Sale and Purchase Agreement.

Further details of the disposal of the Property will be announced by Raya upon the execution of the conditional Sale and Purchase Agreement.

This announcement is made today as the key terms and conditions between Quest Filter Sdn Bhd and Global Healthcare Logistics Sdn Bhd is finalized today.
This announcement is dated 17 October 2013.




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

Announcement Type: General Announcement
Company NameRAYA INTERNATIONAL BERHAD (ACE Market) 
Stock Name RAYA  
Date Announced17 Oct 2013  
CategoryGeneral Announcement
Reference NoCS-131017-43329

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionRaya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”)
-Acquisition of a Subsidiary

INTRODUCTION

Raya International Berhad (formerly known as Envair Holding Berhad) (“Raya” or “the Company”) wishes to announce that the Company has on 17 October 2013 entered into a Share Sale Agreement (“SSA”) with following vendors (“Vendors”) to acquire a total of 28,000 units of ordinary shares of RM 1.00 each (“Sale Shares”) in Youbicom Malaysia Sdn. Bhd. (“Youbicom Malaysia”) representing 70% of the issued and paid up share capital of Youbicom Malaysia for a total consideration of RM 100,000.00 (“Purchase Price”) , details of which as stated below (“Acquisition of Youbicom Malaysia”) :-

No

Name of Vendors

Number of Shares

Purchase Consideration (RM)

1.

P.B. Ashok A/L P.B. Krishnan Pillai

7,000

25,000.00

2.

Francis Joseph O”Neill

7,000

25,000.00

3.

Kamran Eshraghian

7,000

25,000.00

4.

Malcom Leslie John Raymond

7,000

25,000.00

Total

28,000

100,000.00

The Sale Shares are to be acquired by Raya free from all claims, charges, liens and any encumbrances.

DETAILS OF THE ACQUISITION OF YOUBICOM MALAYSIA

Information on Youbicom Malaysia

Youbicom Malaysia (Company No: 1002848-K) is a private limited Company incorporated on 22 May 2012 under the Companies Act, 1965 and having a registered office at 3rd Floor, 88, Jalan Yew, Off Jalan Sungai Besi, 55100 Kuala Lumpur. The authorized share capital of Youbicom Malaysia is RM 100,000.00 divided into 100,000 units of ordinary shares of RM 1.00 each of which RM 40,000.00 comprising 40,000 units of ordinary shares of RM 1.00 each have been issued and fully paid-up. The principal activity of Youbicom Malaysia is the distribution of wireless energy saving products.

Upon completion of the Acquisition of Youbicom Malaysia, Youbicom Malaysia will become a 70% owned subsidiary of Raya.

Information on Youbicom (Korea)

Youbicom was established with funding from the Industry Academic Cooperation Foundation and core technology transferred from the Research Institute of Ubiquitous Bio-Information Technology (RIUBIT) at Chungbuk National University. Driven by the propagation of the ubiquitous revolution, a core paradigm, many businesses and research institutions around the world are focused on developing technology to build a ubiquitous environment for mankind and to secure the global market with ubiquitous technology. Youbicom is leading the way in commercializing cutting edge technology in Ubiquitous Sensor Network (USN) , Ubiqullous IT Paris (U-IT Paris) and Bio-IT areas through cooperation with Chungbuk National University , RIUBIT and local IT businesses and to become a major player in the environment of the future.

Salient terms of the SSA

(a) The purchase of the Sale Shares shall be conditional upon Raya carrying out a due diligence on Youbicom Malaysia to their satisfaction (“Conditions Precedent”) and this Conditions Precedent is for the sole benefit of Raya and may be waived by Raya with or without terms or conditions.

(b) In the event that the due diligence on Youbicom Malaysia is not to the satisfaction of Raya and / or waived by Raya, the SSA shall be null and void and of no further force and effect neither party having any rights and obligations against the other save and except for any antecedent breaches and the Vendors shall be refund the Deposit (as defined herein) to Raya within three (3) days.

(c) The SSA shall become unconditional upon the fulfillment and / or waiver by Raya of the Conditions Precedent. The date upon which the SSA shall become unconditional shall be referred to as “the Effective Date”)

Purchase Price

(a) A refundable earnest deposit of RM 5,000.00 has been paid by the Company to the Vendors (“Deposit”) which the Vendors hereby acknowledge receipt of.

(b) The balance of the Purchase Price of RM 95,000.00 shall be paid to the Vendors a day falling or before the expiry of fourteen (14) days from the Effective Date, if such a day is not a business day [i.e a day except Saturday, Sunday and public holidays (gazetted or ungazetted) and unscheduled holidays , on which banks and financial institutions are open for business in Kuala Lumpur, Malaysia] the next succeeding business day.

Basis and justification of arriving at the Purchase Price

The Purchase Price for the Acquisition of Youbicom Malaysia was arrived at a basis of the sole distributionship of Youbicom Korea products for Malaysia.

Sources of Funding

The Purchase price shall be financed from internally generated funds of Raya

Liabilities to be assumed

There are no liabilities, including contingent liabilities and guarantees, to be assumed by Raya pursuant to the Acquisition of Youbicom Malaysia

RATIONALE FOR THE ACQUISITION OF YOUBICOM MALAYSIA

Youbicom Malaysia had entered into product distribution agreement with Youbicom, a South Korean company on 1 November 2012 and is the sole and exclusive distributor of Youbicom products in Malaysia. As part of the Raya Group’s strategy to diversify its business operations, the Company is able to benefit from the sole and exclusive distribution rights of these innovative products.

EFFECTS OF THE ACQUISITION OF YOUBICOM MALAYSIA

The Acquisition of Youbicom Malaysia will not have any material effect on the share capital, substantial shareholders’ shareholdings of Raya and is not expected to have a material effect on the net assets, earnings and gearing of Raya for the financial year ending 31 December 2013.

APPROVALS REQUIRED

The Acquisition of Youbicom Malaysia is not subject to the approval of the shareholders of Raya or relevant authorities.

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the Directors and/or major shareholders of the Company or persons connected with them have any interest, direct or indirect in Acquisition of Youbicom Malaysia.

THE HIGHEST PERCENTAGE RATIO PURSUANT TO RULE 10.02 (G) OF THE ACE MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

The highest percentage applicable for the acquisition of Youbicom Malaysia pursuant to Rule 10.02(g) of the ACE Market Listing Requirement is 1.6%.

STATEMENT BY DIRECTORS

The Directors of the Company are of the opinion that the Acquisition of Youbicom Malaysia is fair and reasonable and is in the interest of the Raya Group.

This announcement is dated 17 October 2013.



MNC - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameM N C WIRELESS BERHAD (ACE Market) 
Stock Name MNC  
Date Announced17 Oct 2013  
CategoryGeneral Announcement
Reference NoCP-131017-6A799

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
INTENTION TO DEAL DURING CLOSED PERIOD
DescriptionThis is to notify that the Company has received notification from the following Director of the Company that they intend to deal in the securities of the Company during the closed period as defined in the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad. The current shareholding of the Director is as follows:-


Name of Director
Direct Interest
%
Indirect Interest
%
Yeoh Eng Kong
8,982,100
9.51-
-



GENETEC - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameGENETEC TECHNOLOGY BERHAD (ACE Market) 
Stock Name GENETEC  
Date Announced17 Oct 2013  
CategoryGeneral Announcement
Reference NoGT-131017-63159

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionGENETEC TECHNOLOGY BERHAD (“GENETEC” OR THE “COMPANY”)
In the Court of Common Pleas, County of Greenville, State of South Carolina, United States of America, Case No. 2013-CP-23-05336

Ryerson, Inc. (“the Plaintiff”) vs System’s South, Inc. (“the Defendant”)

The Board of Directors of Genetec (“the Board”) wishes to announce that System’s South, Inc. (“SSI” or “the Defendant”), a subsidiary of Genetec based in United States of America, has been named as defendant in a civil suit filed by Ryerson, Inc. (“Ryerson” or “the Plaintiff”) in the Court of Common Pleas, County of Greenville, State of South Carolina, United States of America, bearing case number: 2013-CP-23-05336.

Genetec had on 16 October 2013 late evening received a Summons and a Complaint for the Defendant dated 27 September 2013 (“the Summons & Complaint”) via courier from the Defendant’s registered agent in United States of America, National Registered Agents, Inc., (“NRA”), which in turn was received by NRA on 11 October 2013 from the Plaintiff’s solicitors, C. Richard Stewart.

The particulars of the claim under the Summons & Complaint, including the amount claimed for and the interest rate and other relief sought.

Ryerson is claiming the alleged indebtedness of USD11,377.42, plus costs and prejudgment interest, and such other and further relief as the nature of this case shall require and to the court shall seem just and proper.

The details of the default or circumstances leading to the filing of the Summons & Complaint against SSI:

Ryerson is alleging that the Defendant contracted with the Plaintiff for the delivery of goods and/or services, in an amount as shown by reference to the itemized statement of account attached to the Summons and Complaint as Exhibit A. Ryerson is alleging the sum of USD11,377.42 as remains due and unpaid. However, based on SSI’s books of account as of 30 September 2013, the amount owing to Ryerson is USD11,108.37 only.

The expected losses, if any arising from the Summons/Judgment.

The maximum expected losses from the Summons/Judgment, if any, is USD11,377.42 (equivalent to RM36,407.74) plus costs and prejudgment interest, and such other and further relief as the nature of this case shall require and to the court shall award to Ryerson.

The claim has no reasonably foreseeable material financial and operational impact on the Genetec Group, as the businesses and operations of the Defendant is managed independently from the Malaysian businesses and operations, and the Defendant is not a major subsidiary of Genetec.

The steps taken and proposed to be taken by Genetec in respect of the Summons/Judgment.

The Company is seeking advice from its solicitors in the United States of America regarding the Summons and the Complaint and the discrepancies between the due and unpaid amount alleged by Ryerson in the Summons and Complaint against the amount as recorded in SSI’s books of account.

Further announcements will be made as and when there are material developments in the matter.

This announcement is dated 17 October 2013.



FLONIC - Changes in Sub. S-hldr's Int. (29B) - Novatige Sdn. Bhd.

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameFLONIC HI-TEC BHD (ACE Market) 
Stock Name FLONIC  
Date Announced17 Oct 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-131017-1F5F2

Particulars of substantial Securities Holder

NameNovatige Sdn. Bhd.
AddressUnit A-32-06, Three Two Square,
2, Jalan 19/1,
46300 Petaling Jaya,
Selangor Darul Ehsan
NRIC/Passport No/Company No.658861-W
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.05 each
Name & address of registered holderMercSec Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Novatige Sdn. Bhd.
3rd Floor, Wisma UMNO,
Lorong Bagan Luar Dua,
12000 Butterworth,
Penang

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed10/10/2013
2,500,000
0.115 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestDirect
Direct (units)17,870,000 
Direct (%)5.11 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change17,870,000
Date of notice17/10/2013

Remarks :
Overall interests after change:

Direct Interest: 17,870,000 shares
Indirect Interest: Nil


FLONIC - Notice of Person Ceasing (29C) - Heng Hock Meng

Announcement Type: Notice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Company NameFLONIC HI-TEC BHD (ACE Market) 
Stock Name FLONIC  
Date Announced17 Oct 2013  
CategoryNotice of Person Ceasing to be a Substantial Shareholder Pursuant to Form 29C of the Companies Act. 1965
Reference NoCS-131017-1F5F4

Particulars of substantial Securities Holder

NameHeng Hock Meng
AddressNo. 34, Jalan PJS 5/7,
Taman Desaria,
46000 Petaling Jaya,
Selangor Darul Ehsan
NRIC/Passport No/Company No.560126-04-5489
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.05 each
Date of cessation14/10/2013
Name & address of registered holderMercSec Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Novatige Sdn. Bhd.
3rd Floor, Wisma UMNO,
Lorong Bagan Luar Dua,
12000 Butterworth,
Penang
CurrencyMalaysian Ringgit (MYR)
Number of securities disposed3,000,000 
Price Transacted ($$)0.110 
Circumstances by reason of which a person ceases to be a substantial securities HolderDisposal of shares by Novatige Sdn. Bhd. resulting in less than 5% of voting shares in the Company
Nature of interestIndirect
Date of notice17/10/2013

Remarks :
Overall Interests after change:
Direct Interest: 80

Indirect Interest: 14,870,000 (4.25%)
-Deemed interested by virtue of his shareholding in Novatige Sdn. Bhd.


FLONIC - Changes in Sub. S-hldr's Int. (29B) - Goh Seng Kiat

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameFLONIC HI-TEC BHD (ACE Market) 
Stock Name FLONIC  
Date Announced17 Oct 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-131017-1F5F1

Particulars of substantial Securities Holder

NameGoh Seng Kiat
AddressNo. 10-12-2,
Jalan Lengkok Abdullah,
Bangsar Utama,
59000 Kuala Lumpur,
Wilayah Persekutuan
NRIC/Passport No/Company No.671111-08-5965
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.05 each
Name & address of registered holderMercSec Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Novatige Sdn. Bhd.
3rd Floor, Wisma UMNO,
Lorong Bagan Luar Dua,
12000 Butterworth,
Penang

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed10/10/2013
2,500,000
0.115 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestIndirect
Direct (units)
Direct (%)
Indirect/deemed interest (units)17,870,000 
Indirect/deemed interest (%)5.11 
Total no of securities after change17,870,000
Date of notice17/10/2013

Remarks :
Overall interests after change:

Direct Interest: Nil

Indirect Interest: 17,870,000 shares
- Deemed interested by virtue of his shareholding in Novatige Sdn. Bhd.


FLONIC - Changes in Sub. S-hldr's Int. (29B) - Heng Hock Meng

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameFLONIC HI-TEC BHD (ACE Market) 
Stock Name FLONIC  
Date Announced17 Oct 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-131017-1F5F0

Particulars of substantial Securities Holder

NameHeng Hock Meng
AddressNo. 34, Jalan PJS 5/7,
Taman Desaria,
46000 Petaling Jaya,
Selangor Darul Ehsan
NRIC/Passport No/Company No.560126-04-5489
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.05 each
Name & address of registered holderMercSec Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Novatige Sdn. Bhd.
3rd Floor, Wisma UMNO,
Lorong Bagan Luar Dua,
12000 Butterworth,
Penang

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed10/10/2013
2,500,000
0.115 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestIndirect
Direct (units)80 
Direct (%)
Indirect/deemed interest (units)17,870,000 
Indirect/deemed interest (%)5.11 
Total no of securities after change17,870,080
Date of notice17/10/2013

Remarks :
Direct Interest: 80 shares
Indirect Interest: 17,870,000 shares
- Deemed interested by virtue of his shareholding in Novatige Sdn. Bhd.


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