December 19, 2013

Company announcements: BJTOTO, PJDEV, KULIM, HLIND, BAT, SIME, KINSTEL

BJTOTO - Notice of Shares Buy Back by a Company pursuant to Form 28A

Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company NameBERJAYA SPORTS TOTO BERHAD  
Stock Name BJTOTO  
Date Announced19 Dec 2013  
CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
Reference NoBB-131218-3A96A

Date of buy back from10/12/2013
Date of buy back to11/12/2013
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)1,849,800
Minimum price paid for each share purchased ($$)3.970
Maximum price paid for each share purchased ($$)4.010
Total amount paid for shares purchased ($$)7,394,471.08
The name of the stock exchange through which the shares were purchased BURSA MALAYSIA SECURITIES BERHAD
Number of shares purchased retained in treasury (units)1,849,800
Total number of shares retained in treasury (units)18,030,072
Number of shares purchased which were cancelled (units)0
Total issued capital as diminished0
Date lodged with registrar of companies19/12/2013
Lodged by SU SWEE HONG


PJDEV - Changes in Sub. S-hldr's Int. (29B) - Dindings Consolidated Sdn. Bhd.

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePJ DEVELOPMENT HOLDINGS BERHAD  
Stock Name PJDEV  
Date Announced19 Dec 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPD-131217-65885

Particulars of substantial Securities Holder

NameDindings Consolidated Sdn. Bhd.
Address16th Floor, Plaza OSK
Jalan Ampang
50450 Kuala Lumpur
NRIC/Passport No/Company No.8226-P
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderSame as above

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired12/12/2013
42,900
 
Acquired13/12/2013
75,000
 
Acquired16/12/2013
68,900
 
Acquired17/12/2013
66,300
 
Acquired18/12/2013
30,000
 

Circumstances by reason of which change has occurredAcquisition through open market.
Nature of interestDirect Interest
Direct (units)92,408,581 
Direct (%)20.41 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change92,408,581
Date of notice19/12/2013


PJDEV - Changes in Sub. S-hldr's Int. (29B) - Ong Leong Huat @ Wong Joo Hwa

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePJ DEVELOPMENT HOLDINGS BERHAD  
Stock Name PJDEV  
Date Announced19 Dec 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPD-131217-66542

Particulars of substantial Securities Holder

NameOng Leong Huat @ Wong Joo Hwa
AddressNo. 21, Persiaran Basong
Damansara Heights
50490 Kuala Lumpur
NRIC/Passport No/Company No.440405-08-5313
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderDindings Consolidated Sdn. Bhd.
16th Floor, Plaza OSK
Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired12/12/2013
42,900
 
Acquired13/12/2013
75,000
 
Acquired16/12/2013
68,900
 
Acquired17/12/2013
66,300
 
Acquired18/12/2013
30,000
 

Circumstances by reason of which change has occurredDeemed interest by virtue of my substantial shareholdings in Dindings Consolidated Sdn. Bhd. pursuant to Section 6A(4) of the Companies Act, 1965.
Nature of interestDeemed Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)96,808,581 
Indirect/deemed interest (%)21.38 
Total no of securities after change96,808,581
Date of notice19/12/2013


KULIM - Changes in Sub. S-hldr's Int. (29B) - Johor Corporation

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKULIM (MALAYSIA) BERHAD  
Stock Name KULIM  
Date Announced19 Dec 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoJC-131219-39D3E

Particulars of substantial Securities Holder

NameJohor Corporation
AddressLevel 2, Persada Johor International Convention Centre
Jalan Abdullah Ibrahim
80000 Johor Bahru, Johor
NRIC/Passport No/Company No.PJECT41968
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary shares of RM0.25 each
Name & address of registered holderTenaga Utama (J) Berhad
Suite 12B, Level 12, Menara Ansar
65 Jalan Trus, 80000 Johor Bahru, Johor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed17/12/2013
100,200
 
Disposed18/12/2013
9,800
 

Circumstances by reason of which change has occurredAcquisition of Shares from Open Market
Nature of interestIndirect Interest
Direct (units) 
Direct (%) 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change770,748,054
Date of notice19/12/2013


KULIM - OTHERS KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) THE SALE AND PURCHASE OF SHARES INCORPORATING SHAREHOLDERS AGREEMENT (“THE AGREEMENT” OR “THE SSA”) WITH EDARAN BADANG SDN BHD (“EBSB”), ZAHARI BIN IBRAHIM (“THE INTRAPRENEUR”) AND OPTIMUM STATUS SDN BHD (“OSSB”)

Announcement Type: General Announcement
Company NameKULIM (MALAYSIA) BERHAD  
Stock Name KULIM  
Date Announced19 Dec 2013  
CategoryGeneral Announcement
Reference NoJC-131219-63018

TypeAnnouncement
SubjectOTHERS
DescriptionKULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”)
THE SALE AND PURCHASE OF SHARES INCORPORATING SHAREHOLDERS AGREEMENT (“THE AGREEMENT” OR “THE SSA”) WITH EDARAN BADANG SDN BHD (“EBSB”), ZAHARI BIN IBRAHIM (“THE INTRAPRENEUR”) AND OPTIMUM STATUS SDN BHD (“OSSB”)
KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”)

THE SALE AND PURCHASE OF SHARES INCORPORATING SHAREHOLDERS AGREEMENT (“THE AGREEMENT” OR “THE SSA”) WITH EDARAN BADANG SDN BHD (“EBSB”), ZAHARI BIN IBRAHIM (“THE INTRAPRENEUR”) AND OPTIMUM STATUS SDN BHD (“OSSB”)

1. INTRODUCTION


    The Board of Directors of Kulim (Malaysia) Berhad (“Kulim”) is pleased to announce that Kulim vide its subsidiary, Edaran Badang Sdn Bhd (“EBSB”) had on even date entered into a Sale and Purchase Of Shares Agreements (“the Agreement” or the “SSA”) with Zahari Bin Ibrahim (“the Intrapreneur”) and Optimum Status Sdn Bhd (“OSSB”).

    EBSB, the Intrapreneur and OSSB, shall hereinafter be referred to as “the Parties”.


2. DETAILS OF THE AGREEMENT


    The SSA between EBSB, the Intrapreneur and OSSB is in relation to the sale of 50,000 units of ordinary shares in OSSB (“Sale Shares”) to the Intrapreneur at the total consideration price of RM50,000.00, being the par value of 25% of OSSB’s paid-up share capital, free from all encumbrances and with all rights and liabilities attached including any dividend which may be declared thereafter and upon the terms and conditions of the SSA.

    The purchase price would be paid by the Intrapreneur on the completion of the SSA, being a date not later than 14 days from the date of fulfilment of the last of the conditions precedent in the SSA (“Completion Date”).

    Further, the SSA also incorporates a Shareholders Agreement to provide for certain arrangements relating to the OSSB’s operations and affairs and to determine certain rights and obligations of OSSB and its Shareholders.

    The SSA is conditional upon the following :-

    (a) All necessary approvals by the authorities in Malaysia are obtained to implement and operate the purposes of OSSB and to carry out the transactions contemplated therein and being in full force and effect, and in terms satisfactory to the Parties;

    (b) The Intrapreneur to execute further documents which shall include a Call Option Agreement, Memorandum of Deposit of Shares and Service Agreement on such terms and conditions to be agreed by the Parties as a further consideration of entering into this Agreement.


3. BACKGROUND AND RATIONALE

      Kulim introduced an intra-company entrepreneur development scheme called Kulim Intrapreneurship Scheme (“the Scheme”) in 2006. The purpose of the Scheme is to inculcate business skills amongst its employees and as a strategy for Kulim to grow organically.

4. INFORMATION ON OSSB

      OSSB is a company incorporated in Malaysia under the Companies Act 1965 with its registered address at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor. OSSB is primarily engaged in the provision of mechanical and electrical services.

      OSSB has a total authorised share capital of RM500,000.00 only divided into 500,000 units of ordinary shares of RM1.00 each. The paid up capital of OSSB is RM200,000 only divided into 200,000 units of ordinary shares of RM1.00 each.

      OSSB is currently a wholly owned subsidiary of EBSB while EBSB is a 75% subsidiary of EPA Management Sdn Bhd, a wholly-owned subsidiary of Kulim.

5. RISK FACTORS
      There is no significant risk factor foreseen in the proposed transaction. Further, the Board is of the view that the operational risks in relation to the above-mentioned activities are minimal given the small scale and Kulim’s existing presence in the business.

6. APPROVALS REQUIRED
      The completions of the Agreements are subject to the approval of the relevant Conditions Precedent and approval from the relevant authorities.

7. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSON CONNECTED TO THEM
      None of the Directors and substantial shareholders of Kulim and/or persons connected to them, as defined in the Listing Requirements of Bursa Malaysia Securities Berhad, has any interest, direct or indirect, in the proposed transaction.

8. STATEMENT BY DIRECTORS
      The Board of Directors, having considered all aspects of the Agreements, is of the opinion that the proposed transactions are in the best interest of Kulim.

9. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)
      To the best knowledge of the Board of Directors, the proposed transaction does not depart from the SC Guidelines.

10. DOCUMENTS FOR INSPECTION

      The SSA is available for inspection at the registered office of Kulim at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor during normal office hours from Monday to Friday (except on public holidays) for a period of one (1) month from the date of this announcement.

This announcement is dated 19 December 2013.


HLIND - OTHERS INTERNAL RESTRUCTURING

Announcement Type: General Announcement
Company NameHONG LEONG INDUSTRIES BERHAD  
Stock Name HLIND  
Date Announced19 Dec 2013  
CategoryGeneral Announcement
Reference NoHI-131219-61596

TypeAnnouncement
SubjectOTHERS
DescriptionINTERNAL RESTRUCTURING

Further to Hong Leong Industries Berhad (“HLI”)’s announcement on 11 September 2013, HLI writes to inform that its wholly-owned subsidiary, Hume Industries (Malaysia) Sdn Bhd (“HIMSB”), had completed its internal restructuring exercise which involved, among others, the following:

 

(a)  Disposal by HIMSB of its entire equity interests in the following companies to HLI for a total cash consideration of RM123,881,461:

 

(i) Hume Cemboard Industries Sdn Bhd (“HCI”);

(ii) Malex Industrial Products Sdn Bhd (“MIP”); 

(iii) Hume Roofing Products Sdn Bhd (“HRP”); and 

(iv) Hume Fibreboard Sdn Bhd (“HFB”).

  

Consequently, HCI, MIP, HRP and HFB have become direct wholly-owned subsidiaries of HLI.

  

(b)  Reduction of the issued and paid-up share capital of HIMSB from RM183,142,871 comprising 182,932,871 ordinary shares of RM1.00 each (“Ordinary Shares”) and 210,000 Class B ordinary shares of RM1.00 each (“Class B Shares”) to RM30,000,000 comprising 30,000,000 ordinary shares of RM1.00 each by the cancellation of all of its Class B Shares and part of its Ordinary Shares, reduction of share premium account and capital redemption reserve and thereby returning the excess funds of RM170,569,793 to HLI (“Capital Reduction”). An order of the High Court of Malaya for the Capital Reduction had been obtained, and a copy of the same had been lodged with the Companies Commission of Malaysia.

 

 

 

This announcement is dated 19 December 2013.

 

 

 


BAT - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc. ("MUFG")

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD  
Stock Name BAT  
Date Announced19 Dec 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBA-131219-62855

Particulars of substantial Securities Holder

NameMitsubishi UFJ Financial Group, Inc. ("MUFG")
Address7-1, Marunouchi 2-Chome
Chiyoda-ku, Tokyo
100-8330 Japan
NRIC/Passport No/Company No.NIL
Nationality/Country of incorporationJapan
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holder1. Aberdeen Asset Management PLC ("Aberdeen") and its Subsidiaries
10 Queen's Terrace, Aberdeen, AB10 1YG, Scotland

2. Mitsubishi UFJ Asset Management Co. Ltd. ("MUAM")
4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo, 100-8212, Japan

3. Mitsubishi UFJ Trust and Banking Corporation ("MUTB")
4-5, Marunouchi 1-Chome, Chiyoda-ku, Tokyo, 100-8212, Japan

4. World Prosper Limited
36/F Dah Sing Financial Centre, 108 Gloucester Rd, Hong Kong

5. Morgan Stanley Investment Management Inc.
1585 Broadway, New York, NY 10036

6. Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom

7. Fundlogic SAS
61 rue de Monceau, Paris 75008, France

8. AMP Capital Holdings Limited ("AMP") and its Subsidiaries
Level 24 AMP Sydney Cove Building 33 Alfred Street Sydney, NSW 2000, Australia

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed13/12/2013
900
 

Circumstances by reason of which change has occurredDisposal of shares by Morgan Stanley Group.

MUFG is deemed interested in the shares by virtue of:

1. MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust and Banking Corp,holding more than 15% interest in Aberdeen.

2. Mitsubishi UFJ Asset Management Co. Ltd., being MUFG's wholly owned subsidiary.

3. Mitsubishi UFJ Trust & Banking Corp, being MUFG's wholly owned subsidiary.

4. MUFG holding more than 15% interest in shares of Dah Sing Financial Holdings Limited which holds 100% shares in World Prosper Limited.

5-7. MUFG holding more than 15% interest in shares of Morgan Stanley Group.

8. MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding 15% interest in AMP.
Nature of interestIndirect.
Direct (units)15,528,477 
Direct (%)5.4385 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change15,528,477
Date of notice18/12/2013

Remarks :
The notice was received by the Company on 19th December 2013


SIME - 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 NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced19 Dec 2013  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoSD-131219-54C71

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 RM0.50 each
Name & address of registered holderPlease refer to "Remarks" below

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired16/12/2013
6,500,000
 

Circumstances by reason of which change has occurredCitigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
(Acquisition of 6,500,000 shares on 16 December 2013)
Nature of interestShares held in own name and Citigroup Nominees (Tempatan) Sdn Bhd
Direct (units)782,606,553 
Direct (%)13.02 
Indirect/deemed interest (units)65,094,302 
Indirect/deemed interest (%)1.08 
Total no of securities after change847,700,855
Date of notice17/12/2013

Remarks :
1. Total no. of shares held after change are as follows:-

(a) Employees Provident Fund Board (1,500,000 shares)

(b) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (781,106,553 shares)

(c) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (HDBS) (14,927,000 shares)

(d) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (AM INV) (6,455,900 shares)

(e) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (MAYBAN) (1,650,000 shares)

(f) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (KAF FM) (3,800,000 shares)

(g) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (NOMURA) (28,734,702 shares)

(h) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (PHEIM) (600,000 shares)

(i) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (CIMB PRI) (3,010,800 shares)

(j) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (ARIM) (2,200,000 shares)

(k) Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board (TEMPLETON) (3,715,900 shares)

2. The notice of change in substantial shareholding was received from Citigroup Nominees (Tempatan) Sdn Bhd for and on behalf of Employees Provident Fund Board on 19 December 2013.


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

Announcement Type: General Announcement
Company NameKINSTEEL BHD  
Stock Name KINSTEL  
Date Announced19 Dec 2013  
CategoryGeneral Announcement
Reference NoCK-131219-33374

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS OUTSIDE CLOSED PERIOD
DescriptionPursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following
Director has transacted in the securities of Kinsteel Bhd as set out in table 1 hereunder.

The Company received the notification of the dealing by Dato' Pheng Chin Guan on 19 December 2013.

This announcement is dated 19 December 2013.

Table 1

Name of DirectorDate of DisposalNature of InterestPrice per Shares (RM)Number of Ordinary Shares of RM0.20 each% of Issued Shares
Dato' Pheng Chin Guan16.12.2013Direct0.1500240,0000.02



KINSTEL - Changes in Director's Interest (S135) - Dato' Pheng Chin Guan

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameKINSTEEL BHD  
Stock Name KINSTEL  
Date Announced19 Dec 2013  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCK-131219-32069

Information Compiled By KLSE

Particulars of Director

NameDato' Pheng Chin Guan
AddressA-5188, Lorong Kubang Buaya 80
25250 Kuantan, Pahang Darul Makmur
Descriptions(Class & nominal value)Ordinary shares of RM0.20 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
16/12/2013
240,000
 

Circumstances by reason of which change has occurredDisposal of shares
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)17,440,000 
Direct (%)1.67 
Indirect/deemed interest (units)220,000 
Indirect/deemed interest (%)0.02 
Date of notice19/12/2013

Remarks :
Deemed interested by virtue of his spouse, Goh Yoke Lan @ Goh Mei Leng's shareholdings in the Company.

The direct interest of 17,440,000 shares comprises the following:
(i) 2,500 shares held by Mayban Nominees (Tempatan) Sdn Bhd
(pledged securities account for Dato' Pheng Chin Guan);
(ii) 5,060,000 shares held by Citigroup Nominees (Tempatan) Sdn Bhd
(pledged securities account for Dato' Pheng Chin Guan);
(iii) 3,780,000 shares held by ECML Nominees (Tempatan) Sdn Bhd
(pledged securities account for Dato' Pheng Chin Guan); and
(v) 8,597,500 shares held by Alliancegroup Nominees (Tempatan) Sdn Bhd
(pledged securities account for Dato' Pheng Chin Guan).


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