March 25, 2014

Company announcements: IRMGRP, WELLCAL, SPSETIA, BONIA, MITRA, PLS, TRIUMPL

IRMGRP - MEMORANDUM OF UNDERSTANDING

Announcement Type: General Announcement
Company NameIRM GROUP BERHAD  
Stock Name IRMGRP  
Date Announced25 Mar 2014  
CategoryGeneral Announcement
Reference NoMI-140325-61914

TypeAnnouncement
SubjectMEMORANDUM OF UNDERSTANDING
DescriptionIRM GROUP BERHAD (“IRM” OR “COMPANY”)

HEADS OF AGREEMENT (“AGREEMENT”) BETWEEN IRM AND PERMINTEX AUTOMOTIVE SDN BHD (“PASB”)

We refer to the announcement made by the Company on 11 February 2014 and 12 March 2014 in relation to the Agreement between IRM and PASB.

On behalf of the Board of Directors of IRM, KAF Investment Bank Berhad wishes to announce that the Parties had on 25 March 2014, entered into a Second Supplementary Agreement to amend and vary certain terms of the Agreement and the Supplementary Agreement.

Please refer to the attachment for details of the announcement.

This announcement is dated 25 March 2014.



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

Announcement Type: General Announcement
Company NameWELLCALL HOLDINGS BERHAD  
Stock Name WELLCAL  
Date Announced25 Mar 2014  
CategoryGeneral Announcement
Reference NoC&-140325-41849

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, Wellcall Holdings Berhad ("Company") wishes to announce the dealings in shares by its Executive Director, Mr. Chew Chee Chek as set out below:


Ordinary Shares of RM0.20 each

Name of affected person
Date of transaction
Price of share
No. of shares disposed
% of issued shares
Chew Chee Chek
21.03.2014
RM1.48
1,000,000
0.30
Chew Chee Chek
25.03.2014
RM1.50
1,500,000
0.45


Remarks:
The shares were sold on or after Ex-date 21 March 2014 for share split and before entitlement time of 5pm on 25 March 2014 for the share split.

The percentage of shares disposed is calculated based on the issued and paid up share capital of 331,665,037 ordinary shares of RM0.20 each pursuant to the Company's share split.


WELLCAL - Changes in Director's Interest (S135) - CHEW CHEE CHEK

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameWELLCALL HOLDINGS BERHAD  
Stock Name WELLCAL  
Date Announced25 Mar 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoC&-140325-39743

Information Compiled By KLSE

Particulars of Director

NameCHEW CHEE CHEK
AddressNo. 12, Jalan PJU 1A/51A,
Idaman Villa,
Damansara Idaman, PJU 1A,
47301 Petaling Jaya,
Selangor.
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
21/03/2014
1,000,000
1.480 
Disposed
25/03/2014
1,500,000
1.500 

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

Total no of securities after change

Direct (units)20,418,227 
Direct (%)6.16 
Indirect/deemed interest (units)562,500 
Indirect/deemed interest (%)0.17 
Date of notice25/03/2014

Remarks :
The shares were sold on and after Ex-Date 21 March 2014 for share split and before entitlement time of 5pm on 25 March 2014 for the share split.

The total direct and indirect shareholdings have been adjusted for the share split.


WELLCAL - Changes in Sub. S-hldr's Int. (29B) - CHEW CHEE CHEK

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWELLCALL HOLDINGS BERHAD  
Stock Name WELLCAL  
Date Announced25 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoC&-140325-40081

Particulars of substantial Securities Holder

NameCHEW CHEE CHEK
AddressNo. 12, Jalan PJU 1A/51A,
Idaman Villa,
Damansara Idaman, PJU 1A,
47301 Petaling Jaya,
Selangor.
NRIC/Passport No/Company No.700326-06-5187
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.20 each
Name & address of registered holderChew Chee Chek of No. 12, Jalan PJU 1A/51A, Idaman Villa, Damansara Idaman, PJU 1A, 47301 Petaling Jaya, Selangor.

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed21/03/2014
1,000,000
1.480 
Disposed25/03/2014
1,500,000
1.500 

Circumstances by reason of which change has occurredDisposal of Shares (married deal)
Nature of interestDirect
Direct (units)20,418,227 
Direct (%)6.16 
Indirect/deemed interest (units)562,500 
Indirect/deemed interest (%)0.17 
Total no of securities after change8,392,291
Date of notice25/03/2014

Remarks :
The shares were sold on and after Ex-Date 21 March 2014 for share split and before entitlement time of 5pm on 25 March 2014 for the share split.

The total direct and indirect shareholdings have been adjusted for the share split.


SPSETIA - 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 NameS P SETIA BERHAD  
Stock Name SPSETIA  
Date Announced25 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoC&-140325-638BC

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 - RM0.75
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board
Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (KIB)
Citigroup Nominees (Tempatan) Sdn Bhd (NOMURA)
Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ARIM)
Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ABERDEEN)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired20/03/2014
141,600
 

Circumstances by reason of which change has occurredAcquisition of equity in open market
Nature of interestDirect
Direct (units)155,157,030 
Direct (%)6.3 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change155,157,030
Date of notice21/03/2014

Remarks :
Form 29B received on 25/3/2014


BONIA - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RECURRENT RELATED PARTY TRANSACTIONS

Announcement Type: General Announcement
Company NameBONIA CORPORATION BERHAD  
Stock Name BONIA  
Date Announced25 Mar 2014  
CategoryGeneral Announcement
Reference NoBC-140325-63855

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
DescriptionPursuant to paragraph 10.09(1) of the of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 December 2013 to 28 February 2014 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature.

Introduction

Pursuant to paragraph 10.09(1) of the Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Bonia Corporation Berhad ("Bonia" or "the Company") wish to announce that the following subsidiary companies of Bonia between 1 December 2013 to 28 February 2014 have in the ordinary course of their business entered into certain transactions of a revenue or trading nature (“RRPTs”) with the following related party:-

No.

Transacting parties

Subsidiary companies within the Group

Nature of transactions

Interested

parties and nature of relationship

Amount transacted

RM’000

1.

Bonia International Holdings Pte Ltd

Active World Pte Ltd

Payment of Bonia, Carlo Rino and Sembonia trademarks royalties

Note 1

20

2.

BIH Franchising Ltd

Daily Frontier Sdn Bhd

CB Marketing Sdn Bhd

Banyan Sutera Sdn Bhd

SBL Marketing Sdn Bhd

SB Directions Sdn Bhd

Vista Assets Sdn Bhd

CRV Sdn Bhd

De Marts Marketing Sdn Bhd

Dominion Directions Sdn Bhd

Galaxy Hallmark Sdn Bhd

Eclat World Sdn Bhd

SBFW Marketing Sdn Bhd

SB International Sdn Bhd

CRL Marketing Sdn Bhd

CRF Marketing Sdn Bhd

CR Boutique Sdn Bhd

SBA Marketing Sdn Bhd

Payment of Bonia, Carlo Rino and Sembonia trademarks royalties

Note 2

701

3.

Long Bow Manufacturing (S) Pte Ltd

Active World Pte Ltd

Jetbest Enterprise Pte Ltd

Payment of office rental

Note 3

351

Total

1,072

Notes:

1 Mr Chiang Sang Sem is a director and major shareholder of Bonia International Holdings Pte Ltd holding 60% equity interest. He is also the major shareholder and director of the Company.

2 Mr Chiang Sang Sem is the major shareholder of BIH Franchising Ltd holding 100% equity interest. He is also a major shareholder and director of the Company.

3 Mr Chiang Sang Sem is a director and major shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 83.92% equity interest. His brother, Mr Chiang Boon Tian is also a director and shareholder of Long Bow Manufacturing (S) Pte. Ltd. holding 13.58% equity interest. Mr Chiang Sang Sem is also the major shareholder and director of the Company.

The above amount of which by way of aggregation, has exceeded the prescribed limit of RM1 million in respect of recurrent transactions entered into by the Group and its subsidiary companies with related party from 1 December 2013 to 28 February 2014.



Nature of RRPTs

The RRPTs entered into by the Group and their subsidiary companies are in the ordinary course of business and are of revenue and trading in nature. These transactions are made on an arm's length basis and on normal commercial terms. These transactions are also not prejudicial to the interest of the shareholders and not more favorable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders.



Rationale for the transactions

The principal activities of Bonia are primarily an investment holding and management company. Its subsidiaries are principally involved in designing, manufacturing, promoting, marketing, import and export of fashionable leather goods, accessories, apparel, ladies and men’s footwear.

Bonia International Holdings Pte Ltd and BIH Franchising Ltd are the Licensor and Master Licensee for Bonia, Carlo Rino and Sembonia trademarks for territories outside Malaysia and Singapore respectively. Sales by the subsidiary companies derived from territories outside Malaysia and Singapore are subject to royalties’ payment to the Licensor or the Master Licensee. The royalties are calculated based on percentage of the sales derived from the respective territories as per the licensing or sublicensing agreements. The Licensor and Master Licensee will only raise debit notes for the royalties’ payable by our subsidiary companies upon confirmation of sales by the respective subsidiaries. Due to the administrative procedures from the time we retrieve the sales from our overseas outlets until the issuing of debit notes by the trademark owner, time delay between the last transacted date and the date of announcement is expected.

Active World Pte Ltd and Jetbest Enterprise Pte Ltd are renting the office space from Long Bow Manufacturing (S) Pte Ltd as its corporate office, showroom and warehouse in Singapore. Thus, there is a payment of office rental for renting of the premises. The payment of office rental by Active World Pte Ltd and Jetbest Enterprise Pte Ltd to Long Bow Manufacturing (S) Pte Ltd for renting of the office space in Singapore is on monthly basis.


Details of the transaction prices

The transactions, which are in the ordinary course of the Bonia Group’s business, are undertaken at the prevailing prices or market rates and are based on usual commercial terms not more favorable to the related party than those generally available to the public, or otherwise in accordance with the applicable industry norms. Where there is no market value for a particular transaction, the transaction will be on a willing buyer willing seller basis or the nearest equivalent.

The effect of the transactions on the earnings per share and net assets per share of Bonia

The transactions have no material effect to the earnings per share and net assets per share of Bonia.

Whether the transactions are subject to the approval of shareholders and the relevant government authorities

The RRPTs do not require any approval from shareholders and relevant government authorities.

Statement by Audit Committee

The Audit Committee has reviewed the RRPTs, and having considered all aspects of the RRPTs, the Audit Committee was of the view that the RRPTs are established under normal commercial terms and are in the best interest of the Company and not to the detriment of the minority shareholders.

Statement by Directors

Save for Mr Chiang Sang Sem, who is an interested Director to the RRPTs and has abstained from deliberations on the RRPTs, the Board of Directors of Bonia, have considered all aspects of the transactions and is of the opinion that the transactions are established under normal commercial terms and are in the best interest of the Company and not to the detriment of the minority shareholders.


This announcement is dated 25 March 2014.



MITRA - Changes in Sub. S-hldr's Int. (29B) - Tan Eng Piow

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameMITRAJAYA HOLDINGS BERHAD  
Stock Name MITRA  
Date Announced25 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCA-140325-0C12B

Particulars of substantial Securities Holder

NameTan Eng Piow
AddressC-39A-3, Kiara 9 Residency
Jalan Kiara 3, Mont Kiara
50480 Kuala Lumpur
NRIC/Passport No/Company No.531211-05-5101
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary share of RM0.50 each
Name & address of registered holderTan Eng Piow
C-39A-3, Kiara 9 Residency
Jalan Kiara 3, Mont Kiara
50480 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired24/03/2014
106,200
0.588 

Circumstances by reason of which change has occurredOpen market purchase
Nature of interestDirect Interest
Direct (units)161,581,659 
Direct (%)41 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change161,581,659
Date of notice24/03/2014

Remarks :
The Form was received by the Company on 25 March 2014


MITRA - Changes in Director's Interest (S135) - Tan Eng Piow

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameMITRAJAYA HOLDINGS BERHAD  
Stock Name MITRA  
Date Announced25 Mar 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCA-140325-0C121

Information Compiled By KLSE

Particulars of Director

NameTan Eng Piow
AddressC-39A-3, Kiara 9 Residency
Jalan Kiara 3, Mont Kiara
50480 Kuala Lumpur
Descriptions(Class & nominal value)Ordinary share of RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
24/03/2014
106,200
0.588 

Circumstances by reason of which change has occurredOpen market purchase
Nature of interestDirect Interest
Consideration (if any) 

Total no of securities after change

Direct (units)161,581,659 
Direct (%)41 
Indirect/deemed interest (units)2,170,000 
Indirect/deemed interest (%)0.55 
Date of notice24/03/2014

Remarks :
The notice was received by the Company on 25 March 2014 and also serves as notice of dealing pursuant to Paragraph 14.09(a) of the Listing Requirements as follows :

Date of dealing : 24 March 2014
Consideration : RM0.588 each
No. of securities : 106,200
% of issued securities :0.03


PLS - OTHERS PLS PLANTATIONS BERHAD (“PLS” OR THE “COMPANY”) PROVISION OF FINANCIAL ASSISTANCE OF RM5,500,000 TO BE PROVIDED BY PLS TO ARAMIJAYA SDN BHD(“ASB”), A 70% OWNED SUBSIDIARY OF PLS (“FINANCIAL ASSISTANCE”)

Announcement Type: General Announcement
Company NamePLS PLANTATIONS BERHAD  
Stock Name PLS  
Date Announced25 Mar 2014  
CategoryGeneral Announcement
Reference NoPP-140225-55624

TypeAnnouncement
SubjectOTHERS
DescriptionPLS PLANTATIONS BERHAD (“PLS” OR THE “COMPANY”)

PROVISION OF FINANCIAL ASSISTANCE OF RM5,500,000 TO BE PROVIDED BY PLS TO ARAMIJAYA SDN BHD(“ASB”), A 70% OWNED SUBSIDIARY OF PLS (“FINANCIAL ASSISTANCE”)

The Board of Directors of PLS ("Board") wishes to announce that pursuant to Paragraph 8.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board had approved the provision of financial assistance to ASB, details of which are set out in Appendix 1 attached herewith.

This announcement is dated 25 March 2014.

 

Attachments

PLS - Appendix 1.pdf
755 KB



TRIUMPL - OTHERS TRIUMPHAL ASSOCIATES BHD (“TAS” OR THE “COMPANY”) SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE UNDER SECTION 64 OF THE COMPANIES ACT, 1965 (“SCR”)

Announcement Type: General Announcement
Company NameTRIUMPHAL ASSOCIATES BHD  
Stock Name TRIUMPL  
Date Announced25 Mar 2014  
CategoryGeneral Announcement
Reference NoMI-140325-55510

TypeAnnouncement
SubjectOTHERS
DescriptionTRIUMPHAL ASSOCIATES BHD (“TAS” OR THE “COMPANY”)

SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE UNDER SECTION 64 OF THE COMPANIES ACT, 1965 (“SCR”)

We refer to the earlier announcements in relation to the SCR.

On behalf of the Board of Directors of TAS, AFFIN Investment Bank Berhad wishes to announce that a written notice to the shareholders of TAS in relation to the suspension of trading of the ordinary shares of RM1.00 each in TAS and the entitlement date for the SCR (“Notice”) will be despatched to the shareholders of TAS on 26 March 2014.

The full text of the advertisement of the Notice is set out in the attached file.

This announcement is dated 25 March 2014.



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