CONNECT - OTHERS CONNECTCOUNTY HOLDINGS BERHAD ("CCHB" or the "Company") ACQUISITION OF 51% EQUITY INTEREST IN MYGENBIZZ BHD
| Company Name | CONNECTCOUNTY HOLDINGS BERHAD (ACE Market) |
| Stock Name | CONNECT |
| Date Announced | 20 Jan 2014 |
| Category | General Announcement |
| Reference No | C&-140116-CF515 |
| Regularisation Sponsor | M&A Securities Sdn Bhd |
| Sponsor | Same as above |
| Type | Announcement | ||||||||||||||||||||||||
| Subject | OTHERS | ||||||||||||||||||||||||
| Description | CONNECTCOUNTY HOLDINGS BERHAD ("CCHB" or the "Company") ACQUISITION OF 51% EQUITY INTEREST IN MYGENBIZZ BHD | ||||||||||||||||||||||||
1. Introduction Pursuant to Rule 9.19(24) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad (“ACELR”), the Board of Directors of ConnectCounty Holdings Berhad (the “Company” or “CCHB”) is pleased to announce that the Company, had on 20 January 2014, entered into a Sale and Purchase Agreement (the “Agreement”) with Mr Tan See Kuy (the "Vendor") to acquire from the Vendor 51% equity interest in MyGenBizz Bhd (Co No: 1076570-P) (“MyGenBizz”) representing 51,000 ordinary shares of RM1.00 each of the paid-up capital of MyGenBizz (the “Sale Shares”) for a cash consideration of RM1,000,000 (the “Purchase Consideration”) ("Proposed Acquisition"). Subject to the terms and conditions of the Agreement, the Vendor shall sell and the Company relying on the warranties, representations and indemnity by the Vendor shall purchase the Sale Shares free from any and all encumbrances and claims whatsoever and with all rights, benefits and advantages attaching thereto, including, but without limitation, all bonuses, rights, dividends and distributions declared made and paid as from the completion date of the Agreement. 2. Information on MyGenBizz MyGenBizz was incorporated on 6 January 2014 under the Companies Act, 1965. The authorised share capital of MyGenBizz is RM400,000 comprising 400,000 ordinary shares of RM1.00 each, of which 100,000 ordinary shares have been issued and fully paid-up. The principal activities of MyGenBizz are mainly to carry on the businesses of direct selling marketing, multi level marketing, distributor of and dealer of goods and merchandise. GenBizz Inc (USA) has granted MyGenBizz with the perpetual exclusive marketing rights to market MyBrandApp, a personal mobile application software, in Malaysia. The personal mobile application runs on both the Android and IOS platform and can be downloaded via Google play store. For more details on GenBizz Inc (USA), kindly browse www.genbizzinc.com. 3. The Basis of Arriving at the Purchase Consideration The cash consideration of RM1,000,000 for the 51% equity interest in MyGenBizz will be satisfied via internally generated funds and borrowings. The cash consideration shall be satisfied in the following manner: (a) RM200,000.00 representing 20% of the Purchase Consideration has been paid by the Company to the Vendor on the date of this announcement (“Deposit”); and (b) the balance RM800,000.00 representing 80% of the Purchase Consideration is to be paid by the Company to the Vendor upon completion of the Proposed Acquisition. Upon completion of the Proposed Acquisition, the shareholders of MyGenBizz shall be as follows:
The Purchase Consideration represents a premium of RM900,000 over the shareholders’ fund of the MyGenBizz of RM100,000 as at 20 January 2014 and is arrived at after taking into consideration, amongst others, the following factors: a) The huge resources to develop a similar personal mobile application running on both the Android and IOS platform and ready for commercialisation; b) The value of the perpetual exclusive marketing rights, technical support and the right to market future MyBrandApp platforms or applications agreement between MyGenBizz with GenBizz Inc (USA); c) The prospect of immediate commercialisation of MyBrandApp in Malaysia; and d) The industry experience of MyGenBizz’s key management staff, namely the Vendor- Mr Tan See Kuy, who is a globally acknowledged personality with more than 20 years experience in the direct selling and multi level marketing industry. For more details on Mr Tan See Kuy’s profile, kindly go to Google play store and download “Dr Steve Tan” or www.stevetan.com. 4. The Prospect and Risk of MyGenBizz The prospect and/or risk of MyGenBizz hinges on the usefulness and attractiveness of MyBrandApp as a personal mobile application offering at least 70 features and functions connecting oneself digitally vis-a-vis Facebook, Twitter, Gmail, You Tube, other mobile applications features and links. MyBrandApp functionability and attractiveness are seen as a useful means to promote and manage oneself personal image as it contains one’s profile serving various interest groups ranging from students, academia, professionals, self employed, politicians and business people. MyBrandApp is being promoted globally by GenBizz Inc (USA) while the Malaysian market is granted to MyGenBizz.. The salient terms of the said agreement are as follows: (i) MyGenBizz is granted the perpetual exclusive marketing rights to market and distribute MyBrandApp in Malaysia; (ii) GenBizz Inc (USA) shall provide technical support to MyGenBizz on MyBrandApp services; and (iii) MyGenBizz shall be granted additional marketing rights for future MyBrandApp platforms or applications. The outlook of MyGenBizz is underpinned by the marketing strategy adopted in promoting MyBrandApp through the direct selling route via multi level marketing or better known as “MLM”. The direct selling industry in Malaysia, according to the Direct Selling Association of Malaysia (“DSAM”) is expected to grow by 8% - 10% in 2013 from RM3.86bil in 2012. Moving ahead, the main driver of growth would be the direct selling blueprint that was launched by the Domestic Trade, Co-operatives and Consumerism Ministry in December 2012. Malaysia’s direct selling industry was ranked 8th globally in retail sales with an estimated turnover of RM14.4bil in 2012. The key drivers of growth in 2012 were dietary and herbal supplements, contributing 44% of total sales, while cosmetics and external personal care products and home appliances generated 16% and 12% respectively. The World Federation of Direct Selling Associations (“WFDSA”) chairman Alessandro Carlucci opined that the outlook for the direct selling industry in Malaysia is robust. He added that in terms of business expansion, countries that Malaysian direct-selling companies are looking into are Thailand, Indonesia and Vietnam. They believe that these countries will be the next booming markets in the region while other countries that are getting significant attention by Malaysian companies include Myanmar and Cambodia. (Source: The Star paper dated 18 November 2013). 5. Rationale The rationale for the Proposed Acquisition is to provide the Company an opportunity to immediately position itself in the technology driven mobile application segment and be the first mover in the Malaysian market of MyBrandApp riding on as a complimentary marketing tool to 4.7 million over direct selling members (source: www.wfdsa.org/globalstatisics) within the growing direct selling industry in Malaysia. The Proposed Acquisition will enable the Company to diversify its earnings stream at a relative low entry price in view of the time and development cost involved in developing a mobile application with 70 features and functions into its commercialisation phase. 6. Effect of the Proposed Acquisition The Proposed Acquisition is expected to be completed within two (2) weeks from date of the Agreement and upon the completion of the Proposed Acquisition, MyGenBizz will become a 51% owned subsidiary of the Company. 7. Salient Terms of the Agreement 7.1 Conditions Precedent The completion of the Agreement is subject to the following conditions precedent: (a) the results of the legal and financial due diligence review carried out by or on behalf of the Company on the assets and liabilities of the MyGenBizz being satisfactory to the Company; (b) the resolution of the board of directors of MyGenBizz approving the transfer and registration of the Sale Shares in favour of the Company; and (b) the approvals, consents, authorisations, permits or waivers of any other authorities and any other third parties necessary or appropriate to carry out the sale and purchase of the Sale Shares pursuant to the terms of the Agreement having been obtained, if required. 7.2 Breach/Termination 7.2.1 If the Vendor shall fail to complete the sale and purchase of the Sale Shares in accordance with this Agreement on the completion date and/or breaches any of the terms and/or warranties of this Agreement hereof, then the Company shall be entitled to: (a) claim for specific performance of this Agreement whereupon the Vendor shall bear and undertake to indemnify all reasonable costs and expenses borne by the Company in connection with the enforcement of the rights of the Company hereunder; or (b) terminate this Agreement by a notice in writing to the Vendor and upon such termination the Company shall be entitled (in the event that the Company shall at its absolute discretion decides not to exercise its right of specific performance against that Vendor) to an amount equivalent to Ringgit Malaysia Two Hundred Thousand only as liquidated damages together with the return of the Deposit which the Vendor shall pay to the Company within 10 business days from receipt of the written notice from the Company terminating this Agreement failing which the Vendor shall pay the Company interest at the rate of 8% per annum calculated on a daily basis on the outstanding amount from the expiry of the afore-mentioned period to the receipt of the aforesaid sum by the Company, thereafter the Company shall have no other claims whatsoever against the Vendor and the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties and the stakeholder shall be authorised to return the stakeholder documents to the Vendor. 7.2.2 If the Company shall fail to complete the sale and purchase of the Sale Shares in accordance with this Agreement on completion date and/or breaches any of the terms and/or warranties of this Agreement, then the Vendor shall be entitled to either: (a) claim for specific performance of this Agreement whereupon the Company shall bear and undertake to indemnify all reasonable costs and expenses borne by the Vendor (including the solicitors' costs on a solicitor-client basis) in connection with the enforcement of the rights of the Vendor hereunder; or (b) terminate this Agreement by a notice in writing to the Company and upon such termination and without prejudice to its other rights and remedies, the Vendor shall be entitled (in the event that the Vendor shall at its absolute discretion decide not to exercise its right of specific performance against the Company) to forfeit the Deposit as liquidated damages, thereafter the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties and the stakeholder shall be authorised to return the stakeholder documents to the Vendor. 8. Financial Effects 8.1 Issued and Paid-Up Capital and Substantial Shareholders’ Shareholdings The Proposed Acquisition does not have any effect on the issued and paid-up capital of the Company as it is transacted in cash and also on the Company’s substantial shareholders and their shareholding. 8.2 Net Assets, Gearing and Earnings The Proposed Acquisition is not expected to have any material impact on the net assets and gearing of the Group for the financial year ending 31 December 2014. However, the Proposed Acquisition is expected to generate positive earnings to the Group for the financial year ending 31 December 2014. 9. Directors and/or Substantial Shareholders' Interest None of the Directors and/or substantial shareholders of the Company and/or persons connected with them, have any interest, direct or indirect, in the Proposed Acquisition. 10. Highest percentage ratio The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the ACELR is approximately 7.80%, being the consideration of the Sale Shares when compared with the audited NA of CCHB as at 31 December 2012. 11. Approvals Required The Proposed Acquisition is not subject to the approval of shareholders. 12. Statement by Directors The Board of Directors is of the opinion that the Proposed Acquisition is in the best interest of the Company. This announcement is dated 20 January 2014.
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CONNECT - CONNECT-Trading Halt
| Company Name | CONNECTCOUNTY HOLDINGS BERHAD (ACE Market) |
| Stock Name | CONNECT |
| Date Announced | 20 Jan 2014 |
| Category | Listing Circular |
| Reference No | NM-140120-50085 |
LISTING'S CIRCULAR NO. L/Q : 69682 OF 2014
Kindly be advised that trading in the above Company's securities will be halted with effect from 2.30 p.m., Monday, 20 January 2014.
Trading in the securties will resume with effect from 3.30 p.m., Monday, 20 January 2014.
Your attention is drawn to the Company's announcement dated 20 January 2014.
HIBISCS - Additional Listing Announcement
| Company Name | HIBISCUS PETROLEUM BERHAD |
| Stock Name | HIBISCS |
| Date Announced | 20 Jan 2014 |
| Category | Additional Listing Announcement (ALA) |
| Reference No | CC-140120-41704 |
1. Details of Corporate Proposal | |
| Whether the corporate proposal involves the issuance of new type and new class of securities? | No |
| Types of corporate proposal | Others |
| Details of corporate proposal | Conversion of Warrants-A to Ordinary Shares |
| No. of shares issued under this corporate proposal | 2,205,000 |
| Issue price per share ($$) | MYR 0.500 |
| Par Value ($$) | MYR 0.010 |
Latest issued and paid up share capital after the above corporate proposal in the following | |
| Units | 512,433,742 |
| Currency | MYR 5,124,337.420 |
| Listing Date | 21/01/2014 |
ASTRO - Changes in Sub. S-hldr's Int. (29B) - T. Rowe Price Associates, Inc
| Company Name | ASTRO MALAYSIA HOLDINGS BERHAD |
| Stock Name | ASTRO |
| Date Announced | 20 Jan 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AM-140120-DF807 |
Particulars of substantial Securities Holder
| Name | T. Rowe Price Associates, Inc |
| Address | 100 East Pratt Street Baltimore, MD 21202 USA |
| NRIC/Passport No/Company No. | D00175984 |
| Nationality/Country of incorporation | Maryland Corporation, USA |
| Descriptions (Class & nominal value) | Ordinary Shares of RM0.10 each in Astro Malaysia Holdings Berhad ("AMH Shares") |
| Name & address of registered holder | Name of registered holders JP Morgan Chase Bank, N.A. - acquisition of 4,000 AMH Shares Address: 100 East Pratt Street Baltimore, MD 21202 USA |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 13/01/2014 | 4,000 |
| Remarks : |
| Form 29B received from T. Rowe Price Associates, Inc on 19 January 2014. The registered holders of the 266,471,300 AMH Shares are as follows:- 1. Brown Brothers Harriman & Co. - 529,600 AMH Shares 2. Bank of New York Mellon - 12,897,400 AMH Shares 3. HSBC Bank Malaysia Berhad - 2,255,800 AMH Shares 4. JP Morgan Chase Bank, N.A. - 206,093,800 AMH Shares 5. JP Morgan Bank Luxembourg S.A. - 21,539,300 AMH Shares 6. National Australia Bank - 6,854,100 AMH Shares 7. Northern Trust Company - 10,493,500 AMH Shares 8. State Street Bank & Trust Company - 5,807,800 AMH Shares |
SUPPORT - SUPPORT-CHANGE OF NAME
| Company Name | SUPPORTIVE INTERNATIONAL HOLDINGS BERHAD |
| Stock Name | SUPPORT |
| Date Announced | 20 Jan 2014 |
| Category | Listing Circular |
| Reference No | NM-140120-34250 |
LISTING'S CIRCULAR NO. L/Q : 69680 OF 2014
Kindly be advised that the aforesaid Company has changed its name to "ACME HOLDINGS BERHAD". As such, the Company’s securities will be traded and quoted under the new name with effect from 9.00 a.m., Wednesday, 22 January 2014.
The Stock Short Name will be changed as follows:-
Type of Shares | Old Stock Short Name | New Stock Short Name |
|
|
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However, the Stock Number remains unchanged.
IRETEX - IRETEX-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
| Company Name | IRE-TEX CORPORATION BERHAD |
| Stock Name | IRETEX |
| Date Announced | 20 Jan 2014 |
| Category | Listing Circular |
| Reference No | ZA-140120-38163 |
LISTING'S CIRCULAR NO. L/Q : 69681 OF 2014
Kindly be advised that the abovenamed Company's additional 782,500 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 22 January 2014
DESTINI - Circular/Notice to Shareholders
| Company Name | DESTINI BERHAD |
| Stock Name | DESTINI |
| Date Announced | 20 Jan 2014 |
| Category | PDF Submission |
| Reference No | CC-140120-37472 |
| Subject | CIRCULAR TO SHAREHOLDERS IN RELATION TO THE I.PROPOSED ACQUISITION BY DESTINI BERHAD ("DESTINI") OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF SAMUDRA OIL SERVICES SDN BHD, A WHOLLY-OWNED SUBSIDIARY COMPANY OF KEJURUTERAAN SAMUDRA TIMUR BERHAD, FOR A PURCHASE CONSIDERATION OF RM80,000,000 TO BE FULLY SATISFIED VIA THE ISSUANCE OF 228,571,428 NEW ORDINARY SHARES OF RM0.10 EACH IN DESTINI ("DESTINI SHARE(S)") AT AN ISSUE PRICE OF RM0.35 PER DESTINI SHARE; II.PROPOSED ESTABLISHMENT OF AN EMPLOYEES' SHARE OPTION SCHEME ("ESOS") OF UP TO 15% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF DESTINI AND PROPOSED ALLOCATION OF ESOS OPTIONS TO THE DIRECTORS OF DESTINI; III.PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF DESTINI FROM RM100,000,000 COMPRISING 1,000,000,000 DESTINI SHARES TO RM150,000,000 COMPRISING 1,500,000,000 DESTINI SHARES; AND IV.PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF DESTINI AND NOTICE OF EXTRAORDINARY GENERAL MEETING |
SPSETIA - Change in Boardroom
| Company Name | S P SETIA BERHAD |
| Stock Name | SPSETIA |
| Date Announced | 20 Jan 2014 |
| Category | Change in Boardroom |
| Reference No | SP-140120-42944 |
| Date of change | 20/01/2014 |
| Name | Tan Sri Lee Lam Thye |
| Age | 67 |
| Nationality | Malaysian |
| Designation | Director |
| Directorate | Non Independent & Non Executive |
| Type of change | Resignation |
| Reason | To focus on recent appointment as Deputy Chairman of the National Unity Consultative Council. |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | |
| Working experience and occupation | |
| Directorship of public companies (if any) | |
| Family relationship with any director and/or major shareholder of the listed issuer | |
| Any conflict of interests that he/she has with the listed issuer | |
| Details of any interest in the securities of the listed issuer or its subsidiaries |
SPSETIA - OTHERS PRESS RELEASE
| Company Name | S P SETIA BERHAD |
| Stock Name | SPSETIA |
| Date Announced | 20 Jan 2014 |
| Category | General Announcement |
| Reference No | SP-140120-45064 |
| Type | Announcement |
| Subject | OTHERS |
| Description | PRESS RELEASE |
S P Setia Berhad wishes to announce the resignation of the following 3 Directors:- 1. Tan Sri Dato' Sri Liew Kee Sin 2. Dato' Teow Leong Seng 3. Tan Sri Lee Lam Thye Please refer to the attached press release dated 20 January 2014 for further details. | |
SPSETIA - Change in Boardroom
| Company Name | S P SETIA BERHAD |
| Stock Name | SPSETIA |
| Date Announced | 20 Jan 2014 |
| Category | Change in Boardroom |
| Reference No | SP-140120-41000 |
| Date of change | 31/07/2014 |
| Name | Dato' Teow Leong Seng |
| Age | 55 |
| Nationality | Malaysian |
| Designation | Chief Financial Officer |
| Directorate | Executive |
| Type of change | Resignation |
| Reason | To pursue his personal goals and other career aspirations. |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | |
| Working experience and occupation | |
| Directorship of public companies (if any) | |
| Family relationship with any director and/or major shareholder of the listed issuer | |
| Any conflict of interests that he/she has with the listed issuer | |
| Details of any interest in the securities of the listed issuer or its subsidiaries |
| Remarks : |
| Dato' Teow has given notice of his intention to resign as Executive Director and Chief Financial Officer of S P Setia Berhad with effect from 31 July 2014. S P Setia Berhad will announce the replacement for the office of Chief Financial Officer in due course. |
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