January 15, 2014

Company announcements: BJTOTO, DRBHCOM, BURSA, GENP, AFG, OLYMPIA, MELEWAR, ORIENT

BJTOTO - Changes in Sub. S-hldr's Int. (29B) - JUARA SEJATI SDN BHD

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBERJAYA SPORTS TOTO BERHAD  
Stock Name BJTOTO  
Date Announced15 Jan 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBB-140113-19CB1

Particulars of substantial Securities Holder

NameJUARA SEJATI SDN BHD
AddressLot 13-01A, Level 13 (East Wing), Berjaya Times Square, No.1 Jalan Imbi, 55100 Kuala Lumpur
NRIC/Passport No/Company No.185618-M
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)ordinary shares of RM0.10 each
Name & address of registered holderSublime Cartel Sdn Bhd
Level 12, Berjaya Times Square,
No. 1 Jalan Imbi, 55100 Kuala Lumpur
(Acquired: 1,500,000 shares)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/01/2014
493,800
 
Acquired10/01/2014
606,200
 
Acquired13/01/2014
400,000
 

Circumstances by reason of which change has occurredDeemed interested by virtue of its deemed interest in Berjaya Assets Berhad, the holding company of Sublime Cartel Sdn Bhd
- Puchase of shares in the open market
Nature of interestDeemed Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)555,665,067 
Indirect/deemed interest (%)41.767 
Total no of securities after change555,665,067
Date of notice13/01/2014

Remarks :
INDIRECT SHAREHOLDINGS No. of Shares
---------------------------------------- ----------------

1. Berjaya Land Berhad 188,997,636
2. Gateway Benefit Sdn Bhd 310,773,662
3. Immediate Capital Sdn Bhd 4,460,539
4. B.L. Capital Sdn Bhd 41,233,230
5. Inter-Pacific Securities Sdn Bhd 6,500,000
6. Sublime Cartel Sdn Bhd 3,700,000
-------------------
Total 555,665,067
===========









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

Announcement Type: General Announcement
Company NameBERJAYA SPORTS TOTO BERHAD  
Stock Name BJTOTO  
Date Announced15 Jan 2014  
CategoryGeneral Announcement
Reference NoBB-140113-1E93F

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 Company wishes to announce the dealings in the shares of the Company by Tan Sri Dato' Seri Vincent Tan Chee Yioun ("TSVT"), a Director of Sports Toto Malaysia Sdn Bhd, a major subsidiary of the Company as set out in the table below.

Ordinary shares of RM0.10 each

DEEMED INTEREST - acquired through Sublime Cartel Sdn Bhd

Name of Affected Person
Date of Transaction
Price per share
No. of shares acquired
% of Ordinary shares
Tan Sri Dato' Seri Vincent Tan Chee Yioun
9.1.2014


10.1.2014

13.1.2014

RM3.9834


RM3.9847

RM3.9903
493,800


606,200

400,000
-------------------
1,500,000
===========
0.037


0.045

0.030
-------------
0.112
========

The above shares were acquired through Sublime Cartel Sdn Bhd, a company where TSVT is deemed to have an interest.


DRBHCOM - 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 NameDRB-HICOM BERHAD  
Stock Name DRBHCOM  
Date Announced15 Jan 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoDD-140115-E5A85

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 RM1.00 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)
Disposed09/01/2014
843,500
 

Circumstances by reason of which change has occurredDisposal of shares by Citigroup Nominees (Tempatan) Sdn Bhd
Nature of interestDirect
Direct (units)843,500 
Direct (%)9.007 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change174,118,100
Date of notice10/01/2014

Remarks :
The Form 29B was received by the Company on 15 January 2014.


BURSA - 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 NameBURSA MALAYSIA BERHAD  
Stock Name BURSA  
Date Announced15 Jan 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBM-140115-80A30

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 holder1. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
Level 42, Menara Citibank
165, Jalan Ampang
50450 Kuala Lumpur

2. Employees Provident Fund (EPF) Board
Tingkat 19, Bangunan KWSP
Jalan Raja Laut
50350 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed09/01/2014
966,500
 

Circumstances by reason of which change has occurredDisposed in open market
Nature of interestDirect
Direct (units)966,500 
Direct (%)0.18 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change42,238,494
Date of notice15/01/2014

Remarks :
42,238,494 ordinary shares of RM0.50 each represented 7.93% shareholding in Bursa Malaysia Berhad ("Bursa"):-

(a) 40,738,494 Bursa shares are held under nominees account with Citigroup Nominees (Tempatan) Sdn Bhd ("CNT") in Account No. 1; and

(b) 1,500,000 Bursa shares are held directly by EPF Board in Account No. 2.

This announcement is made based on Form 29B dated 10 January 2014 which was submitted by CNT to Bursa on 15 January 2014.


GENP - OTHERS APPLICATION FOR STRIKING-OFF GBD VENTURES SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY FROM THE REGISTER OF THE COMPANIES COMMISSION OF MALAYSIA UNDER SECTION 308(1) OF THE COMPANIES ACT, 1965

Announcement Type: General Announcement
Company NameGENTING PLANTATIONS BERHAD  
Stock Name GENP  
Date Announced15 Jan 2014  
CategoryGeneral Announcement
Reference NoGP-140115-436BD

TypeAnnouncement
SubjectOTHERS
DescriptionAPPLICATION FOR STRIKING-OFF GBD VENTURES SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY FROM THE REGISTER OF THE COMPANIES COMMISSION OF MALAYSIA UNDER SECTION 308(1) OF THE COMPANIES ACT, 1965

The Board of Directors of Genting Plantations Berhad ("GENP") wishes to announce that on 15 January 2014, application was made to the Companies Commission of Malaysia to strike-off GBD Ventures Sdn Bhd, an indirect wholly-owned subsidiary of the Company under Section 308(1) of the Companies Act, 1965.

The above company has never commenced business since its incorporation and has no intention to commence business in the future.

The striking-off of the above company has no material effect on the net assets and earnings per share of GENP Group for the financial year ending 31 December 2014.

This announcement is dated 15 January 2014.



AFG - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameALLIANCE FINANCIAL GROUP BERHAD  
Stock Name AFG  
Date Announced15 Jan 2014  
CategoryGeneral Announcement
Reference NoAF-140115-44816

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS DURING CLOSED PERIOD
DescriptionAlliance Financial Group Berhad (“AFG” or “the Company”)
Disclosure of Dealings in Securities of the Company by Trustee of the AFG Employees’ Share Scheme

We wish to announce that the Trustee of the AFG Employees’ Share Scheme (“the Scheme”) has acquired 99,100 ordinary shares of the Company as per Table A below for the purpose of the Scheme.

Table A

Name

Date Transacted

Number of Shares Acquired

% of the Shares Acquired

Average Price per share

PB Trustee Services Berhad

15/1/2014

99,100

0.006

RM4.78

This announcement is dated 15 January 2014.



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

Announcement Type: General Announcement
Company NameOLYMPIA INDUSTRIES BERHAD  
Stock Name OLYMPIA  
Date Announced15 Jan 2014  
CategoryGeneral Announcement
Reference NoOI-140113-43277

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionOlympia Industries Berhad ("Olympia" or "the Company")
Proposed Disposal of 100% equity interest in Miles And Miles Leisure Sdn Bhd, a wholly-owned sub-subsidiary of Olympia.

Reference is made to the announcement dated 6 December 2013 on the disposal of 100% equity interest in Miles And Miles Leisure Sdn Bhd consisting of 1,000,000 ordinary shares of RM1.00 each for a total sale consideration of RM100,000/- ("Proposed Disposal").

The Board of Directors of Olympia wishes to announce that the Proposed Disposal has been completed on 15 January 2014.


This announcement is dated 15 January 2014.



MELEWAR - OTHERS MELEWAR INDUSTRIAL GROUP BERHAD (“MIG” OR “COMPANY”) -PROPOSED INTERNAL REORGANISATION

Announcement Type: General Announcement
Company NameMELEWAR INDUSTRIAL GROUP BERHAD  
Stock Name MELEWAR  
Date Announced15 Jan 2014  
CategoryGeneral Announcement
Reference NoCM-140115-35234

TypeAnnouncement
SubjectOTHERS
DescriptionMELEWAR INDUSTRIAL GROUP BERHAD (“MIG” OR “COMPANY”)
-PROPOSED INTERNAL REORGANISATION
1.0 INTRODUCTION
The Board of Directors of MIG (“Board”) wishes to announce that the Company had on 15 January 2014 entered into a Business Transfer Agreement (“BTA”) with its wholly-owned subsidiary, Melewar Steel Tube Sdn Bhd (“MST”) involving the following:

      (i) the sale and transfer of MIG’s steel tube trading, sales & marketing business (“Business”) to MST as at a cut-off date of 30 November 2013 (“Cut-Off Date”), which comprise of the following:
          • the outstanding forward steel tube orders of the Business;
          • the customer portfolios of the Business;
          • the intellectual property rights of the Business such as trademarks and trade names;
          • the employees of the Business;
          • the trade receivables of the Business; and
          • the outstanding financing facilities of the Business.
      (ii) the novation of MIG’s existing financing facilities with its financiers to MST.

      (Collectively referred to as the “Proposed Internal Reorganisation”)

      Further details of the Proposed Internal Reorganisation are set out in the ensuing sections.

2.0 DETAILS OF THE PROPOSED INTERNAL REORGANISATION
        2.1 Proposed Internal Reorganisation

            Pursuant to the BTA, MIG agrees to sell and MST agrees to purchase the Business together with all rights and claims of MIG against the Business (including all rights in connection with trade receivables with such third parties guarantees, conditions, indemnities, warranties and representations) for a disposal consideration of RM1.00 (“Disposal Consideration”).

            Upon completion of the Proposed Internal Reorganisation, the legal and beneficial ownership of the Business shall immediately be vested in MST and simultaneously the existing financing facilities and outstanding sum thereof in respect of the Business shall be transferred and assumed by MST.

            Following the above, MIG will cease to conduct the Business and MIG’s sales of products such as MIG-Melewar and Aurora steel tubes together with its customers and related services will be handled by MST.
        2.2 Basis of arriving at the Disposal Consideration

            The Disposal Consideration was arrived at after taking into consideration the following:

            (i) the trade receivables of the Business of approximately RM34.221 million as at the Cut-Off Date;
              (ii) the intangible assets of the Business amounting to approximately RM30.029 million as at the Cut-Off Date, which is marginally below the appraised range of values of between RM32 million and RM33 million by Ferrier Hodgson Corporate Advisory Sdn Bhd based on its valuation report dated 12 December 2013 (“Valuation Report”); and

              (iii) the outstanding financing facilities of the Business amounting to approximately RM64.250 million as at the Cut-Off Date.

          2.3 Salient terms of the BTA

              2.3.1 Conditions precedent

                  The sale and purchase of the Business is subject to the following conditions precedents being fulfilled by MIG and MST within a period of 30 days (extendable by another 30 days) from the date of the BTA (“Completion Date”) (“Conditions Precedent”):

                  (i) execution of a novation agreement between MIG, MST and the financiers for the novation of MIG’s outstanding financing facilities to MST;

                  (ii) execution of a corporate guarantee in relation to the existing financing facilities by MIG in favour of the financiers;

                  (iii) execution of a debenture in relation to the existing financing facilities by MST in favour of the financiers;

                  (iv) the transfer of employment of MIG’s sales & marketing personnel to MST;

                  (v) there being no breach of any covenants, representations, warranties and undertakings provided on the part of MIG.
              2.3.2 Manner of payment

                  The Disposal Consideration shall be fully settled in cash.
              2.3.3 Terms of payment

                  The Disposal Consideration shall be paid by MST to MIG within 7 business days from the Completion Date.
              2.3.4 Adjustments for events between Cut-off Date and Completion Date

                  Upon the completion of the Proposed Internal Reorganisation, the following adjustments would be made to the Outstanding Inter-Company Balance (as defined in Section 2.7 below):

                  (i) the collection of trade receivables by the MIG between the Cut-Off Date and up to the Completion Date and thereafter shall be for the account or credit of MST;
                  (ii) the sales (either in credit or cash) which are made by MIG or the fulfillment of purchase orders by MIG between the Cut-Off Date and up to the Completion Date and thereafter shall be for the account or credit of MST;
                  (iii) MIG shall be entitled to continue to draw-down and repay the existing financing facilities for the account (debit or credit) of MST to facilitate the sale of the Business between the Cut-Off Date and the Completion Date;
                  (iv) the remuneration of the sales and marketing employees paid by MIG between the Cut-Off Date and up to the Completion Date shall be debited to MST (with the exception of bonus payments);
                  (v) the marketing and sales expenditure incurred by MIG between the Cut-Off Date and up to the Completion Date shall be debited to MST;
                  (vi) no sales and marketing commission/fees shall be paid by MST to MIG for sales or orders fulfilled by the MIG between the Cut-Off Date and up to the Completion Date; and
                  (vii) any purchase of raw materials by MIG between the Cut-Off Date and up to the Completion Date shall be for the account or credit of MST.
          2.4 Information on MST

              MST, a wholly-owned subsidiary of MIG, was incorporated in Malaysia on 2 December 1983 as a private limited company under the Companies Act, 1965, under the name of Poly Distribution Sdn Bhd. MST assumed its present name on 7 July 2004.

              The principal activities of MST are manufacturing of steel pipes and tubes and provision of engineering services.
          2.5 Expected gains to the Group

              The Proposed Internal Reorganisation is not expected to result in any gains to the MIG group.
          2.6 Liabilities to be assumed by MST

              Upon the completion of the Proposed Internal Reorganisation, MST will assume specific outstanding bank loans and facilities of the Business totalling RM64,250,612 as at the Cut-Off Date subject to adjustments mentioned in Section 2.3.4(iii) above.
          2.7 Outstanding Inter-Company Balance

              As at the Cut-Off Date, MST owes MIG approximately RM43 million while MIG owes MST approximately RM36 million arising from inter-company trades and arrangements prior to the BTA (“Outstanding Inter-Company Balance”).

              Upon the completion of the Proposed Internal Reorganisation, the Outstanding Inter-Company Balance will be adjusted in accordance with the manner as set out in Section 2.3.4 above (“Adjustment”), and the resulting balances would be treated in the following manner:

              (i) Amount owing by MST to MIG

                  The amount owing by MST to MIG after the Adjustment is estimated to be in the range of approximately RM30 million to RM 35 million and shall be fully settled via the issuance of new ordinary shares of RM1.00 each in MST to MIG.
              (ii) Amount owing by MIG to MST

                  The amount owing by MIG to MST after the Adjustment is estimated to be in the range of approximately RM25 million to RM28 million and shall remain in the balance sheet of MST and be free from interest charges.
          2.8 Original cost of investment

              The original cost of investment in the Business cannot be ascertained as this is mostly in the form of development expenditures which are incurred over many years and expensed out through profit and loss.

      3.0 RATIONALE FOR THE PROPOSED INTERNAL REORGANISATION

          The Proposed Internal Reorganisation is to fully consolidate the Business in MST.

      4.0 EFFECTS OF THE PROPOSED INTERNAL REORGANISATION

          The Proposed Internal Reorganisation is not expected to have any effects on the share capital, substantial shareholder’s shareholdings, earnings and earnings per share, net assets and gearing of MIG Group for the financial year ending 30 June 2014.

      5.0 APPROVAL REQUIRED

          The Proposed Internal Reorganisation is not subject to the approval of the shareholders of MIG.

          The Proposed Internal Reorganisation is not conditional upon any other corporate exercise undertaken or to be undertaken by MIG.

      6.0 INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDER AND/OR PERSON CONNECTED TO THEM

          None of the Directors, substantial shareholders of MIG and/or person connected with them have any interest, whether direct or indirect, in the Proposed Internal Reorganisation.

      7.0 DIRECTORS STATEMENT

          The Board, after taking into consideration all aspects of the Proposed Internal Reorganisation such as the rationale, the basis of arriving at the Disposal Consideration, the salient terms of the BTA and the effects of the Proposed Internal Reorganisation, is of the opinion that the Proposed Internal Reorganisation is in the best interest of the Company.

      8.0 ESTIMATED TIMEFRAME FOR COMPLETION

          Barring any unforeseen circumstances and subject to all of the Conditions Precedent being fulfilled, the Proposed Internal Reorganisation is expected to be completed by the 1st quarter of 2014.

      9.0 DOCUMENTS AVAILABLE FOR INSPECTION

          The BTA and the Valuation Report is available for inspection at the registered office of MIG at Suite 12.03, 12th Floor, No. 566 Jalan Ipoh, 51200 Kuala Lumpur during normal business hours from Monday to Friday excluding public holidays.


      This announcement is dated 15 January 2014.


      ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
      Stock Name ORIENT  
      Date Announced15 Jan 2014  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoCC-140115-763B6

      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 stocks of RM1.00 each
      Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd for Employees Provident Fund Board
      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)
      Disposed09/01/2014
      15,600
       

      Circumstances by reason of which change has occurredDispossal of shares by Employees Provident Fund Board
      Nature of interestDirect Interest
      Direct (units)60,572,116 
      Direct (%)9.76 
      Indirect/deemed interest (units)
      Indirect/deemed interest (%)
      Total no of securities after change60,572,116
      Date of notice10/01/2014

      Remarks :
      This Notice was received on 15 January 2014.


      ORIENT - 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 NameORIENTAL HOLDINGS BERHAD  
      Stock Name ORIENT  
      Date Announced15 Jan 2014  
      CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
      Reference NoCC-140115-76BB7

      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 stocks of RM1.00 each
      Name & address of registered holderAberdeen Asset Management PLC ("Aberdeen") and its subsidiaries
      10 Queen's Terrace Aberdeen, AB10 1YG, Scotland

      Details of changes

      Currency: Malaysian Ringgit (MYR)

      Type of transactionDate of change
      No of securities
      Price Transacted (RM)
      Disposed08/01/2014
      14,800
       

      Circumstances by reason of which change has occurredDisposal of shares by Aberdeen.

      MUFG's wholly owned subsidiary, Mitsubishi UFJ Trust & Banking Corp, holding more than 15% interest in Aberdeen.
      Nature of interestIndirect interest
      Direct (units)
      Direct (%)
      Indirect/deemed interest (units)66,219,600 
      Indirect/deemed interest (%)10.67 
      Total no of securities after change66,219,600
      Date of notice14/01/2014

      Remarks :
      This Notice was received on 15 January 2014.


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