May 6, 2014

Company announcements: ENCORP, AXIATA

ENCORP - OTHERS ENCORP BERHAD (“Encorp” or “Company”) Conditional Sale and Purchase Agreements between Lavista Sdn Bhd and Pegang Impian Holdings Sdn Bhd with Felda Investment Corporation Sdn Bhd

Announcement Type: General Announcement
Company NameENCORP BERHAD  
Stock Name ENCORP  
Date Announced6 May 2014  
CategoryGeneral Announcement
Reference NoEB-140502-68435

TypeAnnouncement
SubjectOTHERS
DescriptionENCORP BERHAD (“Encorp” or “Company”)
Conditional Sale and Purchase Agreements between Lavista Sdn Bhd and Pegang Impian Holdings Sdn Bhd with Felda Investment Corporation Sdn Bhd

The Board of Directors of Encorp wishes to announce that it had been informed, today, by Lavista Sdn Bhd (“LSB”) and Pegang Impian Holdings Sdn Bhd (“PIHSB”), the major shareholders of the Company, that LSB and PIHSB have entered into separate conditional sale and purchase agreements with Felda Investment Corporation Sdn Bhd (“FIC”) today for the following:

(i) the disposal by LSB of 66,636,036 ordinary shares of RM1.00 each in Encorp (“Encorp Shares”), representing approximately 29.85% of the issued and paid-up share capital of Encorp as at 23 April 2014 (excluding treasury shares), 8,329,505 5-year warrants issued by Encorp (“Warrants”) and 16,659,009 5-year 6% redeemable convertible secured loan stocks with a nominal value of RM1.00 each issued by Encorp (“RCSLS”), to FIC for a total cash consideration of RM133,688,547.50 (“LSB SPA”); and

(ii) the disposal by PIHSB of 43,752,000 Encorp Shares, representing approximately 19.60% of the issued and paid-up share capital of Encorp as at 23 April 2014 (excluding treasury shares), 10,469,000 Warrants and 20,938,000 RCSLS, to FIC for a total cash consideration of RM106,027,450.00 (“PIHSB SPA”),

(collectively referred to as “Proposed Disposals”)

The LSB SPA and PIHSB SPA are inter-conditional upon each other.

Upon completion of the Proposed Disposals, FIC will hold approximately 49.45% of the issued and paid-up share capital of Encorp as at 23 April 2014 (excluding treasury shares). As such, pursuant to Section 218(2) of the Capital Markets and Services Act, 2007 and Section 9(1), Part III of the Malaysian Code on Take-Overs and Mergers, 2010, FIC will be obliged to extend a mandatory take-over offer to acquire the following:

(i) all the remaining voting shares of Encorp not already held by FIC and persons acting in concert with it (“PACs”) and such number of Encorp Shares that may be issued pursuant to the exercise of any outstanding Warrants and/or conversion of outstanding RCSLS prior to the close of the mandatory take-over offer (“Offer Shares”);

(ii) all the remaining Warrants not already held by FIC and the PACs (“Offer Warants”); and

(iii) all the remaining RCSLS not already held by FIC and the PACs (“Offer RCSLS”),

for a cash offer price of RM1.55 per Offer Share, RM0.55 per Offer Warrant and RM1.55 per Offer RCSLS.

For further details, please refer to the enclosed press notice by FIC dated 6 May 2014.

This announcement is dated 6 May 2014.

Attachments

Press Notice [06.05.2014].pdf
2623 KB


AXIATA - 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 NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced6 May 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-140506-D1054

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 holder1) Employees Provident Fund Board ("EPF Board")

Ibu Pejabat KWSP, Bangunan KWSP

Jalan Raja Laut, 50350 Kuala Lumpur



2) Citigroup Nominees (Tempatan) Sdn Bhd ("Citigroup") EPF Board

3) Citigroup EPF Board (AMUNDI)

4) Citigroup EPF Board (KIB)

5) Citigroup EPF Board (HDBS)

6) Citigroup EPF Board (RHB INV)

7) Citigroup EPF Board (AM INV)

8) Citigroup EPF Board (MAYBAN)

9) Citigroup EPF Board (NOMURA)

10) Citigroup EPF Board (CIMB PRI)

11) Citigroup EPF Board (ARIM)

12) Citigroup EPF Board (TEMPLETON)

13) Citigroup EPF Board (ABERDEEN)



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)
Acquired29/04/2014
1,346,600
 

Circumstances by reason of which change has occurredCitigroup EPF Board - Acquisition of 1,346,600 shares
Nature of interestDirect
Direct (units)1,032,742,206 
Direct (%)12.07 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change1,032,742,206
Date of notice30/04/2014

Remarks :
1) The total number of 1,032,742,206 ordinary shares comprised of the following:-



a) Citigroup EPF Board - 944,198,206
b) EPF Board - 3,332,900

c) Citigroup EPF Board (AMUNDI) - 2,381,250

d) Citigroup EPF Board (KIB) - 600,000

e) Citigroup EPF Board (HDBS) - 12,019,375

f) Citigroup EPF Board (RHB INV) - 2,655,000

g) Citigroup EPF Board (AM INV) - 6,122,650

h) Citigroup EPF Board (MAYBAN) - 2,400,000

i) Citigroup EPF Board (NOMURA) - 30,971,300
j) Citigroup EPF Board (CIMB PRI) - 15,653,325
k) Citigroup EPF Board (ARIM) - 2,850,000

l) Citigroup EPF Board (TEMPLETON) - 3,408,200

m) Citigroup EPF Board (ABERDEEN) - 6,150,000



2) Form 29B received on 5 May 2014

AXIATA - Changes in Sub. S-hldr's Int. (29B) - Khazanah Nasional Berhad

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameAXIATA GROUP BERHAD  
Stock Name AXIATA  
Date Announced6 May 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoAG-140506-047FE

Particulars of substantial Securities Holder

NameKhazanah Nasional Berhad
AddressLevel 33, Tower 2, Petronas Twin Towers, Kuala Lumpur City Centre, 50088 Kuala Lumpur
NRIC/Passport No/Company No.275505-K
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderKhazanah Nasional Berhad, Level 33, Tower 2, Petronas Twin Towers, Kuala Lumpur City Centre, 50088 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Transferred28/04/2014
214,501
 
Transferred29/04/2014
104,500
 
Transferred29/04/2014
57,700
 

Circumstances by reason of which change has occurredTransfer of 319,001 Ordinary shares of RM1.00 each in Axiata Group Berhad ("Axiata Shares") from Khazanah Nasional Berhad ("Khazanah") to Axiata's employees via CIMSEC Nominees (Tempatan) Sdn Bhd ("CIMSEC Nominees") in connection with Axiata ESOS^

Transfer of 57,700 Axiata Shares from Axiata's employees to Khazanah via CIMSEC Nominees in connection with Axiata ESOS^





^The transfer of Axiata Shares to Axiata's employees is made in accordance with the Selling Flexibility Arrangement under the Axiata ESOS to facilitate the immediate sale of Axiata Shares by Axiata's employees who have exercised their Axiata ESOS options under this arrangement. Taking into consideration the transfer of shares/return of such number of shares, Khazanah is deemed to have an interest (pursuant to Section 6A of the Companies Act, 1965) in 728,251 Axiata Shares (which is already reflected in Khazanah's indirect/deemed interest disclosed below), being the outstanding number of Axiata Shares to be returned to Khazanah under the Selling Flexibility Arrangement
Nature of interestDirect & Indirect
Direct (units)3,238,919,155 
Direct (%)37.86 
Indirect/deemed interest (units)84,415,540 
Indirect/deemed interest (%)0.99 
Total no of securities after change3,323,334,695
Date of notice05/05/2014

Remarks :
Form 29B received on 5 May 2014

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