February 19, 2014

Company announcements: XIANLNG, ADVENTA, THHEAVY, SUPERLN, MAXTRAL, CHEEWAH, UBB, YOKO

XIANLNG - OTHERS XIAN LENG HOLDINGS BERHAD ("XIANLNG" or "the Company") - Writ Summons No. (22 NCVC-54-06/2013) and Statement of Claim filed by Xian Leng Holdings Berhad

Announcement Type: General Announcement
Company NameXIAN LENG HOLDINGS BERHAD  
Stock Name XIANLNG  
Date Announced19 Feb 2014  
CategoryGeneral Announcement
Reference NoCJ-140219-56154

TypeAnnouncement
SubjectOTHERS
DescriptionXIAN LENG HOLDINGS BERHAD ("XIANLNG" or "the Company")
- Writ Summons No. (22 NCVC-54-06/2013) and Statement of Claim filed by Xian Leng Holdings Berhad

We refer to the Company's announcements made on 11 July 2013, 18 July 2013 and 11 September 2013 respectively.

Reference is drawn to the abovementioned litigation. The Board wishes to inform that the trial dates 17, 18 and 19 February 2014 has been vacated by court.

The next case management is fixed on 25 February 2014.

This announcement is dated 19 February 2014.



ADVENTA - ADVENTA-SUSPENSION OF TRADING

Announcement Type: Listing Circular
Company NameADVENTA BERHAD  
Stock Name ADVENTA  
Date Announced19 Feb 2014  
CategoryListing Circular
Reference NoIJ-140219-61407

LISTING'S CIRCULAR NO. L/Q : 69848 OF 2014


    Kindly be advised that at the request of the above Company, trading in its shares will be suspended with effect from 9.00 a.m., Thursday, 20 February 2014 pending an announcement.


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

Announcement Type: General Announcement
Company NameTH HEAVY ENGINEERING BERHAD  
Stock Name THHEAVY  
Date Announced19 Feb 2014  
CategoryGeneral Announcement
Reference NoCS-140219-C1AE3

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
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
INTRODUCTION
The Board of Directors of TH Heavy (“Board”) is pleased to announce that the Company had on 18 February 2014 entered into a Share Sale Agreement (“SSA”) with Globalmariner Offshore Services Sdn. Bhd. (“GMOS” or Purchaser”) to dispose of 2,000,000 ordinary shares of USD1.00 each in the capital of Floatech (L) Ltd (“Floatech”), representing 20% of the equity interest ("Sale Shares") to GMOS, for a total cash consideration of USD13.126 million (“Purchase Price”) (“Proposed Disposal”).

Upon completion of the Proposed Disposal, Floatech becomes an 80% subsidiary of TH Heavy.


DETAILS OF THE PROPOSED DISPOSAL

(a) Information on Floatech
    Floatech (Company Registration no.: LL08400) is a company incorporated under the Labuan Companies Act 1990 with its business address at Level 23, Tower B Menara UOA Bangsar, No.5, Jalan Bangsar Utama 1, 59000 Kuala Lumpur.

    The shareholder of Floatech is currently the Company, which prior to completion of the Proposed Disposal will be the beneficial owner of 10,000,000 ordinary shares representing 100% of the total paid up capital of Floatech.
    The principal activity of Floatech is in the business of ownership and leasing of Floating, Production, Storage and Offloading (FPSO) Vessel to upstream oil and gas companies.

(b) Information on GMOS
    GMOS (Company no.: 810966-D) is a company incorporated under the laws of Malaysia with its registered address at Lot 2-2-43, First Floor, Wisma Rampai, Jalan 34/26, Rampai Town Centre, 53300 Kuala Lumpur.

    The authorised and paid-up share capital of GMOS are RM1,000,000 and RM500,000 respectively.

    The principal activity of GMOS is the provision of consulting & management services specializing in Floating Production Storage and Offloading (FPSO) and Offshore Marine Services.

(c) Basis of the Sale Consideration
    The Purchase Price for the Proposed Disposal was arrived at on a "willing buyer and willing seller" basis after taking into consideration, amongst others, the net book value and adjusted asset value of Floatech.

SALIENT TERMS OF THE SSA

(a) Payment of Deposit and Balance

    a) USD1,312,640 (Deposit), being a sum equivalent to 10% of the Purchase Price shall be paid by the Purchaser in cash on or before the date of this agreement to the Company, as deposit towards part payment of the Purchase Price.

    b) The balance of the Purchase Price representing 90% of the Purchase Price amounting to USD11,813,760 (Balance), shall be paid by the Purchaser to the Company within 30 days from the date of the agreement (Balance Payment Period). For the avoidance of doubt, in the event consent from the relevant financiers of the Company and its holding company (Bank Consents) is not obtained by the Balance Payment Period, the Balance shall be paid by the Purchaser to a stakeholder to be mutually agreed who shall hold the same as stakeholders, with the Balance placed into an interest bearing account. The Balance (together with all accrued interest) shall be released by the stakeholder to the Company upon the Company notifying the Purchaser that it has obtained the Bank Consents.

    c) The Deposit and the Balance shall be applied towards the payment of the Purchase Price.



(b) Conditions precedent
    The obligations of the parties that are set out in the SSA are conditional upon the following being fulfilled or obtained within 30 days from the date of the SSA (Cut-Off Date):-
    a) the approval of the board of directors of the Company and Purchaser in respect of the SSA and the shareholders’ agreement; and
      b) approval from all licensing, regulatory and other authorities (if applicable);

    (c) Termination if conditions precedent not fulfilled
      In the event any of the conditions precedent set out in above is not fulfilled or obtained by the Cut-Off Date, the Company or the Purchaser, as the case may be, shall be entitled to terminate the SSA by notice in writing to the other party (Notice of Termination), whereupon the Company shall refund and repay to the Purchaser, or procure the refund and repayment to the Purchaser of all moneys paid by the Purchaser pursuant to the provisions of this agreement within 30 days of its receipt of the Notice of Termination and thereafter, the parties shall not have any further rights under the SSA except in respect of –

      a) any obligation under the SSA which is expressed to apply after the termination of the SSA; and

      b) any rights or obligations which have accrued in respect of any breach of any of the provisions of the SSA to a party prior to such termination.

    (d) Unconditional Date
      This agreement shall become unconditional on the day upon which all the conditions precedent set out in the SSA have been fulfilled in accordance with the provisions of this agreement (Unconditional Date).

    UTILISATION OF SALE PROCEEDS

    The sale proceeds will be utilized for Group working capital and reinvestment for future capital expenditure requirements over the next 2 years.

    EFFECTS OF THE PROPOSED DISPOSAL

    (a) Share Capital and Substantial Shareholders' Shareholding
      The Proposed Disposal is not expected to have any effect on the issued and paid-up share capital and substantial shareholders' shareholding of the Company.

    (b) Earnings, Net Assets and Gearing
      Other than the gain on disposal below, the Proposed Disposal is not expected to have any material effect on the earnings, net assets and gearing of the TH Heavy Group for the financial year ending 31 December 2014.
    ORIGINAL COST AND DATE OF INVESTMENT

    The Company’s original cost of investment in the Sale Shares is approximately USD2 million.

    The date of investment was 19 August 2011.

    RATIONALE FOR THE PROPOSED DISPOSAL

    The Proposed Disposal will enable the Company to realise its investment and at the same time leverage on the technical and marketing expertise of GMOS in the area of offshore floating systems.

    EXPECTED GAIN ON THE DISPOSAL

    The TH Heavy Group is expected to realise an immediate gain of approximately USD4.398 million from the Sale Shares disposal.

    ASSUMPTION OF LIABILITIES

    There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Company arising from the Proposed Disposal.

    APPROVAL REQUIRED

    The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 13.7%.

    The Proposed Disposal is not subject to shareholders’ approval or any regulatory approval.

    DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

    None of the Directors and/or major shareholders and/or persons connected to the Directors or major shareholders of TH Heavy has any interest, direct or indirect in the Proposed Disposal.

    DIRECTORS’ STATEMENT

    The Board of Directors of TH Heavy, having taken into consideration all aspects relevant to the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of TH Heavy.

    ESTIMATED COMPLETION

    Barring unforeseen circumstances, the Proposed Disposal is expected to be completed within 30 days from the date of SSA.

    This announcement is dated 19 February 2014.


    SUPERLN - Changes in Director's Interest (S135) - Ongi Cheng San

    Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
    Company NameSUPERLON HOLDINGS BERHAD  
    Stock Name SUPERLN  
    Date Announced19 Feb 2014  
    CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
    Reference NoCM-140219-63279

    Information Compiled By KLSE

    Particulars of Director

    NameOngi Cheng San
    Address7, Lorong Sri Damak 16, Kawasan 2
    Taman Sri Andalas, 41200 Klang, Selangor
    Descriptions(Class & nominal value)Ordinary shares of RM0.50 each

    Details of changes

    Currency: Malaysian Ringgit (MYR)

    Type of transaction
    Date of change
    No of securities
    Price Transacted (RM)
    Acquired
    24/01/2014
    10,000
    0.575 

    Circumstances by reason of which change has occurredAcquired of 10,000 ordinary shares of RM0.50 each in the open market
    Nature of interestDirect
    Consideration (if any) 

    Total no of securities after change

    Direct (units)10,102 
    Direct (%)0.01 
    Indirect/deemed interest (units) 
    Indirect/deemed interest (%) 
    Date of notice19/02/2014

    Remarks :
    1)The percentage of interest is based on the issued and paid-up capital of the Company after excluding a total of 284,079 shares purchased by the Company and retained as treasury shares as at the date of this notice.

    2) The above Acquired represented 0.01% of the issued and paid-up capital of the Company after excluding a total of 284,079 shares purchased and retained by the Company as treasury shares as at date of this notice.

    3) This announcement served as an announcement pursuant to paragraph 14.09(a) of the Main Market Listing Requirements for dealing outside closed period.


    SUPERLN - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):INTENTION TO DEAL DURING CLOSED PERIOD

    Announcement Type: General Announcement
    Company NameSUPERLON HOLDINGS BERHAD  
    Stock Name SUPERLN  
    Date Announced19 Feb 2014  
    CategoryGeneral Announcement
    Reference NoCM-140214-64196

    TypeAnnouncement
    SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
    INTENTION TO DEAL DURING CLOSED PERIOD
    DescriptionIn compliance with Paragraph 14.08 of Chapter 14 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, Superlon Holdings Berhad ("the Company") wishes to announce that it has received notification from the following Directors of the Company of their intention to deal in the securities of the Company during the closed period for the Company's upcoming announcement of the Third quarterly results ended 31 January 2014.

    Please refer to the Table section for the name and current interest Directors of the Company.

     

    Direct Interest

    Indirect Interest

    Name

    No. of Ordinary Shares of RM0.50 each

    Percentage of shareholdings (%)*

     

    No. of Ordinary Shares of RM0.50 each

    Percentage of shareholdings (%)*

    Liu Lee, Hsiu-Lin (also known as Jessica H. Liu)

    21,500,274

    26.97

    3,570,000

    4.48

    Yee Wei Meng

    0

    0

    15,624,666

    19.60

    Liu Han-Chao

    3,570,000

    4.48

    21,500,274

    26.97

    Ongi Cheng San

    10,102

    0.01

    0

    0.00

    Lim Wee Keong

    0

    0.00

    0

    0.00

    Lim E @ Lim Hoon Nam

    0

    0.00

    0

    0.00

    Chun Kwong Pong

    0

    0.00

    0

    0.00







    *The percentage of interest is determined based on the issued and paid-up capital of the Company after excluding a total of 284,079 shares purchased by the Company and retained as treasury shares as at date of this notice.

    This announcement is dated 19 February 2014.





    MAXTRAL - PN17-SUSPENSION AND DE-LISTING

    Announcement Type: Listing Circular
    Company NameMAXTRAL INDUSTRY BERHAD  
    Stock Name MAXTRAL  
    Date Announced19 Feb 2014  
    CategoryListing Circular
    Reference NoUM-140219-61137

    LISTING'S CIRCULAR NO. L/Q : 69845 OF 2014


      MAXTRAL INDUSTRY BERHAD ("MAXTRAL" or "the Company") has failed to submit its regularisation plan to Bursa Malaysia Securities Berhad ("Bursa Securities") for approval within the timeframe stipulated under paragraph 8.04(3)(a)(i) of the Bursa Securities Main Market Listing Requirements ("Main LR") and the Company’s application for a further extension of time to submit the regularisation plan was rejected by Bursa Securities.

    In the circumstances and pursuant to paragraph 8.04(5) of the Main LR:-

        (a) the trading in the securities of the Company will remain suspended until further notice
        ; and
        (b) the securities of the Company will be de-listed on 3 March 2014 unless an appeal is submitted to Bursa Securities on or before 26 February 2014 ("the Appeal Timeframe"). Any appeal submitted after the Appeal Timeframe will not be considered by Bursa Securities.

        In the event the Company submits an appeal to Bursa Securities within the Appeal Timeframe, the removal of the securities of the Company from the Official List of Bursa Securities on 3 March 2014 shall be deferred pending the decision on the Company’s appeal.

        With respect to the securities of the Company which are currently deposited with Bursa Malaysia Depository Sdn Bhd ("Bursa Depository"), the securities may remain deposited with Bursa Depository notwithstanding the de-listing of the securities from the Official List of Bursa Securities. It is not mandatory for the securities of a company which has been de-listed to be withdrawn from Bursa Depository.

        Alternatively, shareholders of the Company who intend to hold their securities in the form of physical certificates, can withdraw these securities from their Central Depository System (CDS) accounts maintained with Bursa Depository at anytime after the securities of the Company have been de-listed from the Official List of Bursa Securities.
        This can be effected by the shareholders submitting an application form for withdrawal in accordance with the procedures prescribed by Bursa Depository. These shareholders can contact any Participating Organisation of Bursa Securities and/or Bursa Securities’ General Line at 03-2034 7000 for further information on the withdrawal procedures.

        Upon the de-listing of the Company, the Company will continue to exist but as an unlisted entity. The Company is still able to continue its operations and business and proceed with its corporate restructuring and its shareholders can still be rewarded by the Company’s performance. However, the shareholders will be holding shares which are no longer quoted and traded on Bursa Securities.


    MAXTRAL - PRACTICE NOTE 17 / GUIDANCE NOTE 3:REGULARISATION PLAN

    Announcement Type: General Announcement
    Company NameMAXTRAL INDUSTRY BERHAD  
    Stock Name MAXTRAL  
    Date Announced19 Feb 2014  
    CategoryGeneral Announcement
    Reference NoCC-140219-65893

    TypeAnnouncement
    SubjectPRACTICE NOTE 17 / GUIDANCE NOTE 3
    REGULARISATION PLAN
    DescriptionMAXTRAL INDUSTRY BERHAD ("MAXTRAL" OR THE "COMPANY")
    APPLICATION FOR AN EXTENSION OF TIME TO SUBMIT REGULARISATION PLAN ("APPLICATION")

    We refer to the Company's first announcement made on 21 December 2012, 20 December 2013 and 23 December 2013 in relation to Practice Note 17 of the Main Market Listing Requirement.

    The Company was informed by Bursa Malaysia Berhad ("Bursa Malaysia") by letter dated 19 February 2014 that the Application, after due consideration of all facts and circumstances of the matter, was rejected.

    In the circumstances and pursuant to Paragraph 8.04(5) of the Main Market Listing Requirements, Maxtral was further informed that:

    a. The trading in the securities of the Company will remain suspended until further notice; and
    b. The securities of the Company will be de-listed on 3 March 2014 unless an appeal against the de-listing is submitted to Bursa Malaysia Securities Berhad ("Bursa Securities") on or before 28 February 2014 ("the Appeal Timeframe"). Any appeal submitted after the Appeal Timeframe will not be considered by Bursa Securities.

    In the event the Company submits an appeal to Bursa Securities within the Appeal Timeframe, the removal of the securities of the Company from the Official List of Bursa Securities on 3 March 2014 shall be deferred pending the decision on the Company's appeal.

    With respect to the securities of the Company which are currently deposited with Bursa Malaysia Depository Sdn Bhd ("Bursa Depository"), the securities may remain deposited with Bursa Depository notwithstanding the de-listing of the securities from the Official List of Bursa Securities. It is not mandatory for the securities of a Company which has been de-listed to be withdrawn from Bursa Depository.

    Alternatively, shareholders of the Company who intend to hold their securities in the form of physical certificates, can withdraw these securities from their Central Depository System ("CDS") accounts maintained with Bursa Depository at anytime after the securities of the Company have been de-listed from the Official List of Bursa Securities. This can be effected by the shareholders submitting an application form for withdrawal in accordance with the procedures prescribed by Bursa Depository. These shareholders can contact any Participating Organisation of Busa Securities and/or Bursa Securities' general line at 03-2024 7000 for further information on the withdrawal procedures.

    Upon the de-listing of the Company, the Company will continue to exist but as an unlisted entity. The Company is still able to continue its operations and business and proceed with its corporate restructuring and its shareholders can still be awarded by the Company's performance. However, the shareholders will be holding shares which are no longer quoted and traded on Bursa Securities.

    This announcement is dated 19 February 2014.



    CHEEWAH - Quarterly rpt on consolidated results for the financial period ended 31/12/2013

    Announcement Type: Financial Results
    Company NameCHEE WAH CORPORATION BERHAD  
    Stock Name CHEEWAH  
    Date Announced19 Feb 2014  
    CategoryFinancial Results
    Reference NoCW-140219-32492

    Financial Year End30/06/2014
    Quarter2
    Quarterly report for the financial period ended31/12/2013
    The figureshave not been audited

    Attachments

    Quarter 31.12.13.pdf
    92 KB

    • Default Currency
    • Other Currency

    Currency: Malaysian Ringgit (MYR)

    SUMMARY OF KEY FINANCIAL INFORMATION
    31/12/2013

     
    INDIVIDUAL PERIOD
    CUMULATIVE PERIOD
    CURRENT YEAR QUARTER
    PRECEDING YEAR
    CORRESPONDING
    QUARTER
    CURRENT YEAR TO DATE
    PRECEDING YEAR
    CORRESPONDING
    PERIOD
    31/12/2013
    31/12/2012
    31/12/2013
    31/12/2012
    $$'000
    $$'000
    $$'000
    $$'000
    1Revenue
    27,110
    26,980
    45,948
    41,976
    2Profit/(loss) before tax
    921
    985
    322
    226
    3Profit/(loss) for the period
    827
    871
    336
    273
    4Profit/(loss) attributable to ordinary equity holders of the parent
    827
    871
    336
    273
    5Basic earnings/(loss) per share (Subunit)
    1.96
    2.07
    0.80
    0.65
    6Proposed/Declared dividend per share (Subunit)
    0.00
    0.00
    0.00
    0.00


    AS AT END OF CURRENT QUARTER
    AS AT PRECEDING FINANCIAL YEAR END
    7
    Net assets per share attributable to ordinary equity holders of the parent ($$)
    1.0100
    1.0000
    Definition of Subunit:

    In a currency system, there is usually a main unit (base) and subunit that is a fraction amount of the main unit.
    Example for the subunit as follows:

    CountryBase UnitSubunit
    MalaysiaRinggitSen
    United StatesDollarCent
    United KingdomPoundPence


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

    Announcement Type: General Announcement
    Company NameUNITED BINTANG BERHAD  
    Stock Name UBB  
    Date Announced19 Feb 2014  
    CategoryGeneral Announcement
    Reference NoOS-140219-65410

    TypeAnnouncement
    SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
    FUND RAISING
    DescriptionUNITED BINTANG BERHAD (“UBB” OR “THE COMPANY”)

    PROPOSED PRIVATE PLACEMENT OF UP TO 16,201,500 NEW ORDINARY SHARES OF RM1.00 EACH IN UBB TO INDEPENDENT THIRD PARTY INVESTORS TO BE IDENTIFIED (“PROPOSED PRIVATE PLACEMENT”)

    On behalf of the Board of Directors of UBB, M&A Securities Sdn Bhd (“M&A Securities”) is pleased to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) had, vide its letter dated 18 February 2014, approved the listing of and quotation for up to 16,201,500 new UBB Shares to be issued pursuant to the Proposed Private Placement on the Main Market of Bursa Securities subject to the following conditions:

     

    (i) UBB and M&A Securities must fully comply with the relevant provisions under the Bursa Securities Main Market Listing Requirements (“LR”) pertaining to the implementation of the Proposed Private Placement;

     

    (ii) UBB and M&A Securities to inform Bursa Securities upon the completion of the Proposed Private Placement;

     

    (iii) UBB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposed Private Placement is completed;

     

    (iv) UBB to furnish Bursa Securities with a certified true copy of the resolution passed pursuant to Section 132D of the Companies Act, 1965, in the event the existing authority has expired prior to the implementation of the Proposed Private Placement;

     

    (v) M&A Securities must submit to Bursa Securities the placees’ details in accordance with Paragraph 6.15 of the LR as soon as practicable before the listing of new shares to be issued pursuant to the Proposal; and

     

    (vi) UBB to pay the additional listing fee payable together with a copy of the details of the computation of the amount of listing fees payable based on the final issue price (if applicable).

     

     

    This announcement is dated 19 February 2014.

     



    YOKO - 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 NameYOKOHAMA INDUSTRIES BERHAD  
    Stock Name YOKO  
    Date Announced19 Feb 2014  
    CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
    Reference NoCC-140218-3C2C2

    Date of buy back from05/02/2014
    Date of buy back to17/02/2014
    CurrencyMalaysian Ringgit (MYR)
    Total number of shares purchased (units)132,800
    Minimum price paid for each share purchased ($$)1.170
    Maximum price paid for each share purchased ($$)1.210
    Total amount paid for shares purchased ($$)158,635.06
    The name of the stock exchange through which the shares were purchased Bursa Malaysia Securities Berhad
    Number of shares purchased retained in treasury (units)132,800
    Total number of shares retained in treasury (units)1,801,400
    Number of shares purchased which were cancelled (units)0
    Total issued capital as diminished0
    Date lodged with registrar of companies19/02/2014
    Lodged by AD-CONSULT SDN. BHD.


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