Company announcements: MNC, EDUSPEC, IOICORP, NICORP, APM

MNC - Change in Boardroom

Announcement Type: Change in Boardroom

Company Name	M N C WIRELESS BERHAD (ACE Market)
Stock Name	MNC
Date Announced	11 Nov 2013
Category	Change in Boardroom
Reference No	CA-131107-65490

Date of change	11/11/2013
Name	Hoh Ming Fatt
Age	45
Nationality	Malaysian
Type of change	Appointment
Designation	Director
Directorate	Executive
Qualifications	- Bachelor of Management (Finance & Accounting) with Honours, University of Science, Malaysia - Member, Institute of Chartered Secretaries & Administrators, United Kingdom - Associate Member, Malaysian Association of the Institute of Chartered Secretaries & Administrators
Working experience and occupation	Mr Hoh Ming Fatt holds a Bachelor of Management (Honours) from the Science University, Malaysia and is a member of the Institute of Chartered Secretaries and Administrators of UK and Malaysia. He started his career in 1991 as a consultant with Andersen Consulting Kuala Lumpur, an international management consulting firm and was a member of the corporate advisory department of Malaysian International Merchant Bank Berhad from 1993 to 1996 where he was involved in IPOs, mergers/acquisitions, restructuring and valuation exercises. From 1997 to 2004, Mr Hoh was engaged as corporate consultant for several public and private companies. He was the General Manager of the Corporate Finance Department of PM Securities Sdn Bhd from 2005 to 2006. Mr Hoh is currently the proprietor of his own consulting practice specialising in corporate planning and restructuring exercises; family wealth management and governance and compliance efforts.
Directorship of public companies (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	Nil

Remarks :

---

MNC - Change in Boardroom

Announcement Type: Change in Boardroom

Company Name	M N C WIRELESS BERHAD (ACE Market)
Stock Name	MNC
Date Announced	11 Nov 2013
Category	Change in Boardroom
Reference No	CA-131107-65186

Date of change	11/11/2013
Name	Ngoh Tee Song
Age	51
Nationality	Malaysian
Type of change	Appointment
Designation	Director
Directorate	Independent & Non Executive
Qualifications	Bachelor of Commerce (University of Toronto, Canada)
Working experience and occupation	Mr John Ngoh Tee Song has more than 20 years of experience in the corporate and finance industry across industry sectors such as retail banking, forex trading, stock broking, consumer retailing and management consulting. A former Regional Finance Manager of global consulting group Arthur D. Little Kuala Lumpur office, he was instrumental in setting up its Dubai subsidiary to expand the services of the company to the Middle Eastern market. He brings with him excellent project management and scheduling skills and experience. Mr John Ngoh has also worked in senior management positions in various multinationals and regional organisations, including Citibank (M) Sdn Bhd, TA Securities Sdn Bhd, TA Bank (South Africa) Ltd., TOPS Retail (M) Sdn Bhd (a subsidiary of Ahold International of Netherland) and EPSON Trading (M) Sdn Bhd. He has helped corporations to raise funding for many of their business expansion projects both onshore and off-shore.
Directorship of public companies (if any)	Nil
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	Nil

Remarks :

---

MNC - Change in Boardroom

Announcement Type: Change in Boardroom

Company Name	M N C WIRELESS BERHAD (ACE Market)
Stock Name	MNC
Date Announced	11 Nov 2013
Category	Change in Boardroom
Reference No	CA-131107-64835

Date of change	11/11/2013
Name	Tam Juat Hong
Age	62
Nationality	Malaysian
Type of change	Appointment
Designation	Director
Directorate	Independent & Non Executive
Qualifications	- Member of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public Accountants - Diploma in Accounting (University of Malaya, Malaysia) - Bachelor of Economics (Accounting) (University of Malaya, Malaysia) - First Class Honours
Working experience and occupation	Mr Tam Juat Hong started work as an auditor in an International affiliate auditing firm for 6 years. From 1980, he worked in a merchant bank in Malaysia for 19 years up to 1999. During this period, he served in various departments of the merchant bank including Corporate Finance, Treasury, Portfolio Investment and Account & Finance. His last position in the merchant bank was the Head of Corporate Finance Department. In 1999, he left the merchant bank and became the General Manager-Finance of a public listed company listed on the then Second Board of Bursa Malaysia Securities Berhad until July 2008. The public listed company was taken private and delisted following the completion of a general offer by its new shareholder. He continues to serve in the Group after it has been taken private by the shareholder from Russia and has served in various positions including as the Chief Financial Officer as well as the Director of Finance of the Group's Malaysian operations up to 31 October 2011.
Directorship of public companies (if any)	Turbo-Mech Berhad
Family relationship with any director and/or major shareholder of the listed issuer	Nil
Any conflict of interests that he/she has with the listed issuer	Nil
Details of any interest in the securities of the listed issuer or its subsidiaries	Nil

Remarks :

---

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

Announcement Type: General Announcement

Company Name	EDUSPEC HOLDINGS BERHAD (ACE Market)
Stock Name	EDUSPEC
Date Announced	11 Nov 2013
Category	General Announcement
Reference No	CU-131111-46476

Regularisation Sponsor	MIDF Amanah Investment Bank Bhd
Sponsor	Same as above

Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	EDUSPEC HOLDINGS BERHAD ("Eduspec" or "the Company") (i) Acquisition; (ii) Private Placement; (iii) Rights Issue with Warrants; (iv) IASC; and (v) M&A Amendment. (Collectively, referred to as the "Proposals")
(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those mentioned in our announcements dated 20 December 2012, 26 December 2012 , 19 February 2013, 25 March 2013, 26 March 2013, 11 April 2013, 16 August 2013, 20 September 2013, 27 September 2013, 11 October 2013 and 21 October 2013 in relation to the Proposals) 1. INTRODUCTION We refer to our announcements dated 20 December 2012, 26 December 2012, 19 February 2013, 25 March 2013, 26 March 2013, 11 April 2013, 16 August 2013, 20 September 2013, 27 September 2013, 11 October 2013 and 21 October 2013 in relation to the above Proposals. (i) the issue price of the new ordinary shares of RM0.10 in Eduspec ("Eduspec Share(s)") to be issued pursuant to the Rights Issue with Warrants ("Rights Share(s)") has been fixed at RM0.10 per Rights Share ("Issue Price"); and (ii) the exercise price of the new free detachable warrants to be issued pursuant to the Rights Issue with Warrants ("Warrant(s)") has been fixed at RM0.18 ("Exercise Price"). 2. ISSUE PRICE The issue price of the Rights Shares is RM0.10 per Rights Share, being the par value of Eduspec Shares and the minimum issue price allowable under the Companies Act, 1965. The Issue Price represents a discount of approximately RM0.04 or 28.57% to the theoretical ex-right price ("TERP") of RM0.14, based on the five (5)-day volume weighted average market price ("VWAMP") of Eduspec Shares, both up to and including 8 November 2013, being the last trading day immediately preceding the date of this announcement ("Price-Fixing Date"), of RM0.16. 3. EXERCISE PRICE The Exercise Price is fixed at RM0.18, which represents a premium of approximately RM0.04 or 28.57% to the TERP of RM0.14, based on the five (5)-day VWAMP of Eduspec Shares, both up to and including 8 November 2013, being the last trading day immediately preceding the Price-Fixing Date, of RM0.16.

---

IOICORP - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)

Announcement Type: General Announcement

Company Name	IOI CORPORATION BERHAD
Stock Name	IOICORP
Date Announced	11 Nov 2013
Category	General Announcement
Reference No	MI-131111-68007

Type	Announcement
Subject	TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description	IOI CORPORATION BERHAD ("IOI CORP") UNCONDITIONAL TAKE-OVER OFFER BY IOI PLANTATION SDN BHD ("IOI PLANTATION" OR THE “OFFEROR”), A WHOLLY-OWNED SUBSIDIARY OF IOI CORP, TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM0.25 EACH IN UNICO-DESA PLANTATIONS BERHAD ("UNICO") ("UNICO SHARES") NOT ALREADY HELD BY THE OFFEROR (“OFFER SHARES”) AT A CASH OFFER PRICE OF RM1.17 PER OFFER SHARE ("OFFER")
We refer to the previous announcements made in relation to the Offer.  On behalf of IOI Plantation, RHB Investment Bank Berhad ("RHB Investment Bank") wishes to announce that, as at 5.00 p.m. (Malaysian time) on 11 November 2013, IOI Plantation had received valid acceptances for 310,937,171 (36.28%) Offer Shares from the holders of the Offer Shares, which resulted in IOI Plantation holding 76.64% of the voting shares of Unico (including those Unico Shares which were already acquired or held by IOI Plantation).  Pursuant thereto, we wish to inform the following:-   i.  In view that IOI Plantation holds more than 50% of the voting shares of Unico, the Offer has become unconditional as to the acceptances. In compliance with Section 25(3) of the Malaysian Code on Take-Overs and Mergers 2010, the Offer shall remain open for acceptances for fourteen (14) days until 5.00 p.m. (Malaysian time) on Monday, 25 November 2013 ("Extended Closing Date"). Save for the Extended Closing Date, all other details, terms and conditions of the Offer remains unchanged;  ii. Unico does not comply with the public shareholding spread requirement pursuant to paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements") which states that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders.  As stated in the offer document dated 23 October 2013, IOI Plantation does not intend to maintain the listing status of Unico on the Official List of Bursa Securities and pursuant thereto, IOI Plantation does not intend to undertake any steps to address the shortfall in the public shareholding spread requirement of Unico; and  iii. Pursuant to Paragraph 9.19(23) of the Listing Requirements and subsequent to the above, Unico is effectively a subsidiary company of IOI Corp.  The level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on 11 November 2013 is set out in the attached press notice ("Press Notice").  Please refer to the attached Press Notice for further details.  This announcement is dated 11 November 2013.

Attachments Press Notice (11 Nov 2013).pdf 163 KB

---

NICORP - GENERAL MEETINGS: NOTICE OF MEETING

Announcement Type: General Meetings

Company Name	NAIM INDAH CORPORATION BERHAD
Stock Name	NICORP
Date Announced	11 Nov 2013
Category	General Meetings
Reference No	OS-131111-57804

Type of Meeting	EGM
Indicator	Notice of Meeting
Description	(I) PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF NAIM INDAH CORPORATION BERHAD (“NICORP” OR THE “COMPANY”) VIA THE CANCELLATION OF RM0.10 FROM THE PAR VALUE OF EACH EXISTING ORDINARY SHARE OF RM0.20 EACH IN NICORP ("PROPOSED PAR VALUE REDUCTION"); AND (II) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY FOR THE PROPOSED PAR VALUE REDUCTION (COLLECTIVELY, THE "PROPOSALS")
Date of Meeting	04/12/2013
Time	10:00 AM
Venue	Gemilang Hall Carlton Holiday Hotel & Suites No.1, Persiaran Akuatik, Seksyen 13 40100 Shah Alam Selangor Darul Ehsan
Date of General Meeting Record of Depositors	26/11/2013

Attachments NICORP - Notice of EGM.pdf 71 KB

---

APM - Changes in Director's Interest (S135) - DATO' TAN HENG CHEW

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

Company Name	APM AUTOMOTIVE HOLDINGS BERHAD
Stock Name	APM
Date Announced	11 Nov 2013
Category	Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference No	AA-131108-64556

Information Compiled By KLSE

Particulars of Director

Name	DATO' TAN HENG CHEW
Address	37-17-01 Sri Penaga Condominium Sri Penaga Jalan Medang Serai Bukit Bandaraya 59100 Kuala Lumpur
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)
Disposed	04/11/2013	4,656,555

Circumstances by reason of which change has occurred	Deemed interest by virtue of Section 6A of Companies Act, 1965. Release by way of 5th instalment to the exiting minority shareholders of Tan Chong Consolidated Sdn Bhd ("TCC") named in the Court Order and Compromise and Settlement Agreement dated 22 June 2009 as amended by a Supplemental Agreement dated 28 July 2009 entered into between and amongst TCC and all its shareholders more particularly set out in the Form 29B dated 30 November 2009.
Nature of interest	Indirect interest
Consideration (if any)

Total no of securities after change
Direct (units)	5,924,999
Direct (%)	3.0278
Indirect/deemed interest (units)	96,540,735
Indirect/deemed interest (%)	49.3342
Date of notice	08/11/2013

Remarks :

The percentage shareholding of Dato' Tan Heng Chew's interest is calculated based on the total outstanding shares of the Company (after less treasury shares) totalling 195,687,300. The indirect interest includes 3,451,258 shares held by his spouse and son. The Notice of Disclosure of Interests in Securities Pursuant to Section 135 of the Companies Act, 1965 dated 8 November 2013 was received by the Company Secretary on 11 November 2013.

---

APM - Changes in Sub. S-hldr's Int. (29B) - TAN ENG SOON

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

Company Name	APM AUTOMOTIVE HOLDINGS BERHAD
Stock Name	APM
Date Announced	11 Nov 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AA-131111-32003

Particulars of substantial Securities Holder

Name	TAN ENG SOON
Address	18 Cluny Road Singapore 259580
NRIC/Passport No/Company No.	184650/C
Nationality/Country of incorporation	Singaporean
Descriptions (Class & nominal value)	Ordinary shares of RM1.00 each
Name & address of registered holder	HSBC Nominees (Tempatan) Sdn Bhd - exempt AN for HSBC (Malaysia) Trustee Berhad (D09-6061) No. 2, Leboh Ampang 50100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Disposed	04/11/2013	4,656,555

Circumstances by reason of which change has occurred	Deemed interest by virtue of Section 6A of Companies Act, 1965. Release by way of the 5th instalment to the exiting minority shareholders of Tan Chong Consolidated Sdn Bhd ("TCC") named in the Court Order and Compromise and Settlement Agreement dated 22 June 2009 as amended by a Supplemental Agreement dated 28 July 2009 entered into between and amongst TCC and all its shareholders more particularly set out in the Form 29B dated 30 November 2009.
Nature of interest	Indirect inteest
Direct (units)
Direct (%)
Indirect/deemed interest (units)	93,299,477
Indirect/deemed interest (%)	47.68
Total no of securities after change	93,299,477
Date of notice	04/11/2013

Remarks :

Percentage of interest in securities is computed based on the outstanding shares in the Company (after less treasury shares) totalling 195,687,300. The Notice of Change in the Interest of Substantial Shareholder dated 8 November 2013 was received by the Company Secretary on 11 November 2013.

---

APM - Changes in Sub. S-hldr's Int. (29B) - DATO' TAN HENG CHEW

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

Company Name	APM AUTOMOTIVE HOLDINGS BERHAD
Stock Name	APM
Date Announced	11 Nov 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AA-131108-58149

Particulars of substantial Securities Holder

Name	DATO' TAN HENG CHEW
Address	37-17-01 Sri Penaga Condominium Sri Penaga Jalan Medang Serai Bukit Bandaraya 59100 Kuala Lumpur
NRIC/Passport No/Company No.	460531-10-5141
Nationality/Country of incorporation	Malaysian
Descriptions (Class & nominal value)	Ordinary shares of RM1.00 each
Name & address of registered holder	HSBC Nominees (Tempatan) Sdn Bhd - exempt AN for HSBC (Malaysia) Trustee Berhad (D09-6061) No. 2, Jalan Leboh Ampang 50100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Disposed	04/11/2013	4,656,555

Circumstances by reason of which change has occurred	Deemed interest by virtue of Section 6A of Companies Act, 1965. Release by way of 5th instalment to the exiting minority shareholders of Tan Chong Consolidated Sdn Bhd ("TCC") named in the Court Order and Compromise and Settlement Agreement dated 22 June 2009 as amended by a Supplemental Agreement dated 28 July 2009 entered into between and amongst TCC and all its shareholders more particularly set out in the Form 29B dated 30 November 2009.
Nature of interest	Indirect interest
Direct (units)	5,924,999
Direct (%)	3.0278
Indirect/deemed interest (units)	93,089,477
Indirect/deemed interest (%)	47.5703
Total no of securities after change	99,014,476
Date of notice	08/11/2013

Remarks :

Percentage of interest in securities is computed based on the outstanding shares in the Company (after less treasury shares) totalling 195,687,300. The Notice of Change in the Interest of Substantial Shareholder dated 8 November 2013 was received by the Company Secretary on 11 November 2013.

---

APM - Changes in Sub. S-hldr's Int. (29B) - TAN CHONG CONSOLIDATED SDN BHD

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

Company Name	APM AUTOMOTIVE HOLDINGS BERHAD
Stock Name	APM
Date Announced	11 Nov 2013
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AA-131111-30867

Particulars of substantial Securities Holder

Name	TAN CHONG CONSOLIDATED SDN BHD
Address	62 - 68 Jalan Ipoh 51200 Kuala Lumpur
NRIC/Passport No/Company No.	14613-H
Nationality/Country of incorporation	Incorporated in Malaysia
Descriptions (Class & nominal value)	Ordinary shares of RM1.00 each
Name & address of registered holder	HSBC Nominees (Tempatan) Sdn Bhd - exempt AN for HSBC (Malaysia) Trustee Berhad (D09-6061) No. 2, Leboh Ampang 50100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction	Date of change	No of securities	Price Transacted (RM)
Disposed	04/11/2013	4,656,555

Circumstances by reason of which change has occurred	Release by way of the 5th instalment to the exiting minority shareholders of Tan Chong Consolidated Sdn Bhd ("TCC") named in the Court Order and Compromise and Settlement Agreement dated 22 June 2009 as amended by a Supplemental Agreement dated 28 July 2009 entered into between and amongst TCC and all its shareholders more particularly set out in the Form 29B dated 30 November 2009.
Nature of interest	Indirect interest
Direct (units)	75,734,854
Direct (%)	38.7
Indirect/deemed interest (units)	2,094,023
Indirect/deemed interest (%)	1.07
Total no of securities after change	77,828,877
Date of notice	08/11/2013

Remarks :

Percentage of interest in securities is computed based on the outstanding shares in the Company (after less treasury shares) totalling 195,687,300. The Notice of Change in the Interest of Substantial Shareholder dated 8 November 2013 was received by the Company Secretary on 11 November 2013.

---