February 25, 2014

Company announcements: PPB, BERNAS, THHEAVY

PPB - 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 NamePPB GROUP BERHAD  
Stock Name PPB  
Date Announced25 Feb 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoPG-140225-52045

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)
Acquired19/02/2014
48,800
 

Circumstances by reason of which change has occurredACQUISITION
Nature of interestDIRECT
Direct (units)84,215,879 
Direct (%)7.1 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change84,215,879
Date of notice25/02/2014


BERNAS - Circular/Notice to Shareholders

Announcement Type: PDF Submission
Company NamePADIBERAS NASIONAL BERHAD  
Stock Name BERNAS  
Date Announced25 Feb 2014  
CategoryPDF Submission
Reference NoMI-140225-52542

SubjectUNCONDITIONAL TAKE-OVER OFFER BY PERSPECTIVE LANE (M) SDN BHD, KELANA VENTURES SDN BHD, SEAPORT TERMINAL (JOHORE) SDN BHD AND ACARA KREATIF SDN BHD (COLLECTIVELY, THE "JOINT OFFERORS") THROUGH MAYBANK INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN PADIBERAS NASIONAL BERHAD NOT ALREADY OWNED BY THE JOINT OFFERORS AND TRADEWINDS (M) BERHAD, BEING THE PERSON ACTING IN CONCERT WITH THE JOINT OFFERORS (“OFFER SHARES”) FOR A CASH OFFER PRICE OF RM3.70 PER OFFER SHARE (“OFFER”)


THHEAVY - PROPOSED DISPOSAL OF 2,000,000 ORDINARY SHARES OF USD1.00 EACH IN THE CAPITAL OF FLOATECH (L) LTD ("FLOATECH"), REPRESENTING 20% EQUITY INTEREST, BY TH HEAVY FOR A TOTAL CASH CONSIDERATION OF USD13.126 MILLION

Announcement Type: General Announcement
Company NameTH HEAVY ENGINEERING BERHAD  
Stock Name THHEAVY  
Date Announced25 Feb 2014  
CategoryGeneral Announcement
Reference NoCS-140225-50A07

TypeReply to query
Reply to Bursa Malaysia's Query Letter - Reference IDNM-140221-40862
SubjectPROPOSED DISPOSAL OF 2,000,000 ORDINARY SHARES OF USD1.00 EACH IN THE CAPITAL OF FLOATECH (L) LTD ("FLOATECH"), REPRESENTING 20% EQUITY INTEREST, BY TH HEAVY FOR A TOTAL CASH CONSIDERATION OF USD13.126 MILLION
DescriptionTH HEAVY ENGINEERING BERHAD (“TH HEAVY” OR “THE COMPANY”)
- PROPOSED DISPOSAL OF 2,000,000 ORDINARY SHARES OF USD1.00 EACH IN THE CAPITAL OF FLOATECH (L) LTD, REPRESENTING 20% EQUITY INTEREST, BY TH HEAVY FOR A TOTAL CASH CONSIDERATION OF USD13.126 MILLION
Query Letter Contents We refer to your Company's announcement dated 19 February 2014 in respect of
the above matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa
Securities") with the following additional information for public release:-
1. To state the equivalent value of the Sale Consideration in Malaysian
Ringgit, stating the relevant exchange rate.
2. To provide justification for the Sale Consideration of USD 13.126 million.
3. To state the name of the directors and substantial shareholders of GMOS and
their respective shareholdings.
4. To state the net profit attributable to Floatech based on the last audited
financial statement.
5. To quantify the net book value and adjusted asset value of Floatech,
stating the year the values were taken into the consideration and whether it
was based on audited financial statements.
6. To briefly elaborate on “Bank Consents”.
7. To also state the expected/actual interest rate on the interest bearing
account (if available).
8. To provide the estimated breakdown of utilisation of sale proceeds and its
respective timeframe for utilisation.
9. To briefly describe the utilisation of proceeds for working capital purpose.
10. To illustrate how the expected gain on disposal figure is derived.
11. To make available the SSA as document for inspection and to state the date,
time and place where it may be inspected.
Please furnish Bursa Securities with your reply via an announcement within one
(1) market day from the date hereof.
Yours faithfully


SUZALINA HARUN
Vice President, Issuers
Listing Division
Regulation

ZO/NM/NSA
copy to:- General Manager & Head, Market Surveillance Department, Market
Oversight Division, Securities Commission (via fax)
(Abbreviations used are as per the Announcement dated 19 February 2014 unless otherwise stated)
References are made to the announcement dated 19 February 2014 and the query letter from Bursa Malaysia Securities Berhad dated 21 February 2014, the Company wishes to furnish the following additional information:-

1. To state the equivalent value of the Sale Consideration in Malaysian Ringgit, stating the relevant exchange rate.

To state the equivalent value of the Sale Consideration in Malaysian Ringgit, stating the relevant exchange rate.

The equivalent value of the Sale Consideration in Ringgit Malaysia is RM42.718 million at an exchange rate of 3.2545 as at 17 February 2014.

2. To provide justification for the Sale Consideration of USD 13.126 million.

The Sale Consideration of USD13.126 million comprised as follows:

USD’000
    Sale of 20% equity in Floatech
    Sale of Debt- Subordinated Shareholders advances
Total Sales Consideration
6,398
6,728
13,126

3. To state the name of the directors and substantial shareholders of GMOS and their respective shareholdings.

The information are as follows :-

Shareholding

Name
No of shares
%
Zahar Mohd Hashim bin Zainuddin
475,534
95.1
Shafinaz Binti Shaukat
21,411
4.3
Dato’ Dr Freezailah bin Che Yeom
3,055
0.6
500,000
100.0

Board of Directors
Name
Zahar Mohd Hashim bin Zainuddin
Shafinaz Binti Shaukat
Dato’ Dr Freezailah bin Che Yeom

4. To state the net profit attributable to Floatech based on the last audited financial statement.

Based on the 31 December 2012 audited accounts, the net loss arributable to Floatech(L) is RM7.617 million.

5. To quantify the net book value and adjusted asset value of Floatech stating the year the values were taken into the consideration and whether it was based on audited financial statements.

The net book value and the adjusted asset value of Floatech was based on the Proforma Adjusted Unaudited Balance Sheet as at 30 September 2013 as follows:

USD’000
Share Capital (To be Increased from USD2/-to USD10 million)
10,000
Subordinated Shareholders Advances
33,643
Revaluation Reserve/Adjusted Underlying Asset Value As at Aug 2013
26,613
Accumulated Losses
(4,624)
Proforma Adjusted Shareholders’ Fund
65,632

    6. To briefly elaborate on “Bank Consents”.

    The Company has existing banking facilities with its financier(s) and it is a condition in the loan facility that consent from the financier is required prior to any disposal of/changes in shareholding of Floatech.

    7. To also state the expected/actual interest rate on the interest bearing accounts (if available).

    Information on interest rate is not currently available. However, it is expected that the interest/profit sharing rate will be based on the current prevailing rate of approximately 2% per annum.

    8. To provide estimated breakdown of utilisation of sale proceeds and its respective timeframe for utilisation.

    As previously announced, the sale proceeds will be utilised for the groups working capital and reinvestment for future capital expenditure requirements over the next two years. The estimated brakdown of the utilsation proceed is currently is not available.

    9. To briefly describe the utilisation of proceeds for working capital purpose.

    The utilisation of proceeds will be utilised to finance the group’s general overheads, such as servicing of loan interests, payment of creditors and investment in projects to be undertaken by Floatech.

    10. To illustrate how the expected gain on disposal figure is derived.

    The expected gain on disposal is as follows:-

    Sale of 20% Equity
    USD'000
    Proceeds on Sale of Equity
    6,398
    Less: Cost of Investment
    (2,000)
    Expected Gain on Disposal
    4,398
    11. To make available the SSA as document for inspection and to state the date, time and place where it may be inspected.

    The SSA is available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur between 9.00 a.m. and 5.00 p.m. from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

    This Announcement is dated 25 February 2014.



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