March 31, 2014

Company announcements: OCTAGON, PRDUREN, SPSETIA, NAGAMAS, PRLEXUS, FRB, TSH

OCTAGON - WINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR

Announcement Type: General Announcement
Company NameOCTAGON CONSOLIDATED BERHAD  
Stock Name OCTAGON  
Date Announced31 Mar 2014  
CategoryGeneral Announcement
Reference NoOC-140328-63508

TypeAnnouncement
SubjectWINDING UP / RECEIVER & MANAGER / RESTRAINING ORDER / SPECIAL ADMINISTRATOR
DescriptionWINDING-UP ORDER BY NV BINA SDN BHD (“NVB”) AGAINST ADVANCED PYROTECH SDN BHD (“APT”), A SUBSIDIARY OF OCTAGON CONSOLIDATED BERHAD (“OCTAGON”)

Further to the announcement on 17 December 2013, the Board of Directors (“Board”) of Octagon wishes to announce that APT, a subsidiary of Octagon, which is under the management of Receiver & Manager (“R&M”) appointed by Kuwait Finance House (Malaysia) Berhad (“KFH”), was served with a winding-up order dated 5 March 2014 from Messrs Chan Leong & Co., solicitors for NV Bina Sdn Bhd (“Petitioner” or “NVB”), a former sub-contractor of APT, which was received by the Company Secretary of APT (“the Order”) on 27 March 2014.

The High Court of Malaya at Shah Alam has granted an order to wind up APT and Officer Receiver Malaysia will be appointed as liquidator of APT.

The circumstances leading to the Order against APT was due to default of outstanding payment of RM717,500.00 by APT, which was then under the management of R&M. APT is not a major subsidiary of Octagon and has not commenced commercial operation yet. The total cost of investment in APT has been totally written off in the financial year ended 31 October 2013.

The Company is not expected to suffer any financial or operational impact arising from the Order as APT has been deconsolidated from the financial statement of the Octagon Group due to the appointment of R&M.

The Company is seeking the necessary advice from APT’s R&M for the next course of action on the Order.

The Company will announce any further developments on the above matters as and when necessary.


 

This announcement is dated 31 March 2014.



PRDUREN - Change in Boardroom

Announcement Type: Change in Boardroom
Company NamePERDUREN (M) BERHAD  
Stock Name PRDUREN  
Date Announced31 Mar 2014  
CategoryChange in Boardroom
Reference NoPP-140331-50934

Date of change31/03/2014
NameWu Sor Hwa
Age66
NationalityMalaysian
DesignationNon-Executive Director
DirectorateIndependent & Non Executive
Type of changeResignation
ReasonDue to personal commitments
Details of any disagreement that he/she has with the Board of DirectorsNo
Whether there are any matters that need to be brought to the attention of the shareholdersNo
QualificationsMr Wu obtained a Bachelor of Economics degree from the University of Malaya in 1971. He also holds a Master in Business Management degree from the Asian Institute of Management, Philippines. 
Working experience and occupation Mr Wu initially worked for more than 15 years in the merchant banking commercial banking sectors. Subsequently, he held senior executive positions in corporate sectors in Hong Kong and in Malaysia involved principally in financial services and property development/management. Prior to joining the Company, he was the Executive Director of Malaysian Plantations Berhad from 2001 to 2004. 
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiariesNil 

Remarks :
Following his resignation as Director of the Company, Mr Wu Sor Hwa will also cease to be a member of the Audit Committee, Nominating Committee and Remuneration Committee.


PRDUREN - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NamePERDUREN (M) BERHAD  
Stock Name PRDUREN  
Date Announced31 Mar 2014  
CategoryChange in Audit Committee
Reference NoPP-140331-51746

Date of change31/03/2014
NameTeo Chee Kok
Age46
NationalityMalaysian
Type of changeAppointment
DesignationMember of Audit Committee
DirectorateIndependent & Non Executive
QualificationsMr. Teo is a fellow member of the Association of Chartered Certified Accountants and a member of the Malaysian Institute of Accountants both since 1994. 
Working experience and occupation Mr. Teo began his career in 1989 with an international public accounting firm based in Kuala Lumpur until 1993. Thereafter from 1994 to 1999, he joined a public listed group of companies with diverse business interest ranging from financial services to plantation. He has over 15 years' experience in corporate finance and related activities. 
Directorship of public companies (if any)1)Tecnic Group Berhad
2)KBB Resources Berhad 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiariesNil 
Composition of Audit Committee (Name and Directorate of members after change)1)Dato' Seri Hj Shaik Daud bin Md Ismail, Chairman, Independent Non-Executive Director
2)Mr Wu Sor Hwa, Member, Independent Non-Executive Director
3) Ms Woo Min Fong, Member, Independent Non-Executive Director
4) Mr Teo Chee Kok, Member, Independent Non-Executive Director


PRDUREN - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NamePERDUREN (M) BERHAD  
Stock Name PRDUREN  
Date Announced31 Mar 2014  
CategoryChange in Audit Committee
Reference NoPP-140331-51332

Date of change31/03/2014
NameWu Sor Hwa
Age66
NationalityMalaysian
Type of changeCessation of Office
DesignationMember of Audit Committee
DirectorateIndependent & Non Executive
QualificationsMr Wu obtained a Bachelor of Economics degree from the University of Malaya in 1971. He also holds a Master in Business Management degree from the Asian Institute of Management, Philippines. 
Working experience and occupation Mr Wu initially worked for more than 15 years in the merchant banking commercial banking sectors. Subsequently, he held senior executive positions in corporate sectors in Hong Kong and in Malaysia involved principally in financial services and property development/management. Prior to joining the Company, he was the Executive Director of Malaysian Plantations Berhad from 2001 to 2004. 
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issuerNil 
Any conflict of interests that he/she has with the listed issuerNil 
Details of any interest in the securities of the listed issuer or its subsidiariesNil 
Composition of Audit Committee (Name and Directorate of members after change)1) Dato' Seri Hj Shaik Daud bin Md Ismail- Chairman, Independent Non-Executive Director
2)Ms Woo Ming Fong, Member, Independent Non-Executive Director
3) Mr Teo Chee Kok, Member, Independent Non-Executive Director

Remarks :
Mr Wu Sor Hwa has resigned as Director of the Company with effect from 31 March 2014.


SPSETIA - Changes in Sub. S-hldr's Int. (29B) - KUMPULAN WANG PERSARAAN (DIPERBADANKAN)

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 Announced31 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoC&-140331-2C606

Particulars of substantial Securities Holder

NameKUMPULAN WANG PERSARAAN (DIPERBADANKAN)
AddressAras 4, 5 & 6, Menara Yayasan Tun Razak
200, Jalan Bukit Bintang
55100 Kuala Lumpur
NRIC/Passport No/Company No.KWAPACT6622007
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary - RM0.75 per share
Name & address of registered holderKumpulan Wang Persaraan (Diperbadankan)
Aras 4, 5 & 6, Menara Yayasan Tun Razak
200, Jalan Bukit Bintang
55100 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired24/03/2014
2,000,000
 
Acquired25/03/2014
1,152,400
 

Circumstances by reason of which change has occurredAcquisition of shares in open market by KWAP.
Nature of interestDirect and Indirect
Direct (units)158,976,450 
Direct (%)6.47 
Indirect/deemed interest (units)9,865,900 
Indirect/deemed interest (%)0.4 
Total no of securities after change168,842,350
Date of notice31/03/2014

Remarks :
Form 29B received on 31/3/2014


NAGAMAS - Proposed Change of Company Name

Announcement Type: Proposed Change of Company Name
Company NameNAGAMAS INTERNATIONAL BERHAD  
Stock Name NAGAMAS  
Date Announced31 Mar 2014  
CategoryProposed Change of Company Name
Reference NoCS-140326-41651

Proposed company nameJIANKUN INTERNATIONAL BERHAD

Remarks :
Further to Nagamas International Berhad's ("the Company") announcements dated 20/02/2014, 25/02/2014, 26/02/2014 and 20/03/2014 in relation to the proposed change of company name, the Board of Directors of the Company wishes to announce that the Company has changed its name from Nagamas International Berhad to Jiankun International Berhad with effect from 31 March 2014. The Certificate of Incorporation on Change of Name of Company was issued by the Companies Commission of Malaysia dated 31 March 2014.

This announcement is dated 31 March 2014.


PRLEXUS - OTHERS Prolexus Berhad (“Prolexus” or the “Company”) Striking off a dormant subsidiary pursuant to Section 308 of the Companies Act, 1965

Announcement Type: General Announcement
Company NamePROLEXUS BERHAD  
Stock Name PRLEXUS  
Date Announced31 Mar 2014  
CategoryGeneral Announcement
Reference NoCC-140331-25BA4

TypeAnnouncement
SubjectOTHERS
DescriptionProlexus Berhad (“Prolexus” or the “Company”)
Striking off a dormant subsidiary pursuant to Section 308 of the Companies Act, 1965
We refer to the Company’s earlier announcement dated 30 June 2011 in relation to the application to the Suruhanjaya Syarikat Malaysia (“SSM”) for striking off Character World Sdn. Bhd., a wholly-owned subsidiary of Prolexus, pursuant to Section 308 of the Companies Act, 1965 (“the CA”).
The Board of Directors of Prolexus wishes to announce that Character World Sdn. Bhd. had been struck off and dissolved following the publication of the notice of striking off pursuant to Section 308(1) of the CA in the Gazette dated 02 December 2013.

The notice of striking off pursuant to Section 308(4) of the CA issued by the SSM was received by Charactor World Sdn. Bhd. on 31 March 2014.

The striking off and dissolution of Character World Sdn. Bhd. does not have any financial impact on the Prolexus Group.


This announcement is dated 31 March 2014.


PRLEXUS - Changes in Sub. S-hldr's Int. (29B) - Lau Boon Hwa

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NamePROLEXUS BERHAD  
Stock Name PRLEXUS  
Date Announced31 Mar 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-140331-87E1E

Particulars of substantial Securities Holder

NameLau Boon Hwa
Address42, Jalan Zapin, Taman Kemajuan, 83000 Batu Pahat, Johor
NRIC/Passport No/Company No.620627-01-5685
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holder1. Lau Boon Hwa of 42, Jalan Zapin, Taman Kemajuan, 83000 Batu Pahat, Johor
2. JE Holdings Sdn. Bhd. ("JE Holdings") of Suite 1608, Level 16, Plaza Pengkalan Batu 3, Jalan Ipoh, 51100 Kuala Lumpur
3. Maybank Nominees (Tempatan) Sdn. Bhd. of 14th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur (Pledged Securities Account for JE Holdings)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed26/03/2014
68,000
 

Circumstances by reason of which change has occurredOff market disposals
Nature of interestDirect
Direct (units)266,000 
Direct (%) 
Indirect/deemed interest (units)6,649,250 
Indirect/deemed interest (%) 
Total no of securities after change6,915,250
Date of notice31/03/2014


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

Announcement Type: General Announcement
Company NameFORMIS RESOURCES BERHAD  
Stock Name FRB  
Date Announced31 Mar 2014  
CategoryGeneral Announcement
Reference NoFR-140321-411B1

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionINVESTMENT IN BANCORE A/S (“BANCORE”)
EXERCISE OF THE THIRD TRANCHE RIGHT PURSUANT TO THE INVESTMENT AGREEMENT

We refer to our announcements made on 1 July 2013, 22 November 2013, 27 November 2013, 2 December 2013, 12 December 2013, 30 January 2014 and 28 February 2014 in respect of the Investment in Bancore on the execution of Investment Agreement and Shareholders’ Agreement (Announcements").

For consistency, the abbreviations and definitions used throughout this announcement are the same as those previously defined in the Announcements.

The Board of Directors of Formis Resources Berhad (“FRB”) is pleased to announce that pursuant to the Investment Agreement, FRB has on 31 March 2014 exercised its third tranche right on 125,401 Subscription Warrants which carry a right to subscribe for 125,401 ICPS in Bancore for a total exercise price of approximately EUR 500,000 [equivalent to approximately
RM2,243,935 based on the currency exchange rate as at 5:00 p.m. on Friday, 28 March 2014] only which shall be payable by FRB within 16 days from 31 March 2014.

Upon completion of the exercise of the third tranche right of the Subscription Warrants, FRB’s shareholdings in Bancore shall be as follows:-

Type of Securities

Number of Securities

Percentage (%) of Securities

Shares

863,804

18.62

ICPS

626,830

100.00

Warrants

250,802

30.87


This announcement is dated 31 March 2014.



TSH - Changes in Director's Interest (S135) - Datuk (Dr.) Kelvin Tan Aik Pen

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameTSH RESOURCES BERHAD  
Stock Name TSH  
Date Announced31 Mar 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoTR-140331-36111

Information Compiled By KLSE

Particulars of Director

NameDatuk (Dr.) Kelvin Tan Aik Pen
AddressMenara TSH
No. 8 Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
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
28/03/2014
40,000
 

Circumstances by reason of which change has occurredPurchase of shares
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)107,046,426 
Direct (%)11.93 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice31/03/2014


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