June 24, 2014

Company announcements: IDMENSN, CIMBA40, CIMBC25, HAPSENG, KIANJOO, SIME, ALAM

IDMENSN - Change Of Company Secretary

Announcement Type: Change Of Company Secretary
Company NameIDIMENSION CONSOLIDATED BHD (ACE Market) 
Stock Name IDMENSN  
Date Announced24 Jun 2014  
CategoryChange Of Company Secretary
Reference NoCS-140624-59391

Admission SponsorRHB Investment Bank Bhd
SponsorSame as above
Date of change24/06/2014
Type of changeResignation
DesignationSecretary
License no.MAICSA 7007857
NameTam Fong Ying
Working experience and occupation during past 5 years


IDMENSN - Change Of Company Secretary

Announcement Type: Change Of Company Secretary
Company NameIDIMENSION CONSOLIDATED BHD (ACE Market) 
Stock Name IDMENSN  
Date Announced24 Jun 2014  
CategoryChange Of Company Secretary
Reference NoCS-140624-59169

Admission SponsorRHB Investment Bank Bhd
SponsorSame as above
Date of change24/06/2014
Type of changeResignation
DesignationSecretary
License no.MAICSA 0877877
NameHo Mun Yee
Working experience and occupation during past 5 years


IDMENSN - Change Of Company Secretary

Announcement Type: Change Of Company Secretary
Company NameIDIMENSION CONSOLIDATED BHD (ACE Market) 
Stock Name IDMENSN  
Date Announced24 Jun 2014  
CategoryChange Of Company Secretary
Reference NoCS-140624-59744

Admission SponsorRHB Investment Bank Bhd
SponsorSame as above
Date of change24/06/2014
Type of changeAppointment
DesignationSecretary
License no.MAICSA 7019243
NameChin Mun Yee
Working experience and occupation during past 5 years


IDMENSN - Change Of Company Secretary

Announcement Type: Change Of Company Secretary
Company NameIDIMENSION CONSOLIDATED BHD (ACE Market) 
Stock Name IDMENSN  
Date Announced24 Jun 2014  
CategoryChange Of Company Secretary
Reference NoCS-140624-59564

Admission SponsorRHB Investment Bank Bhd
SponsorSame as above
Date of change24/06/2014
Type of changeAppointment
DesignationSecretary
License no.MAICSA 0777689
NameChua Siew Chuan
Working experience and occupation during past 5 years


CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE ASEAN 40 MALAYSIA  
Stock Name CIMBA40  
Date Announced24 Jun 2014  
CategoryGeneral Announcement
Reference NoOB-140624-64831

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE ASEAN 40 Malaysia
Date: 24-Jun-2014
NAV per unit (RM): 1.6889
Units in circulation (units): 1,350,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 11,141.39

Attachments

Asean40.pdf
10 KB



CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE CHINA 25  
Stock Name CIMBC25  
Date Announced24 Jun 2014  
CategoryGeneral Announcement
Reference NoOB-140624-64801

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE China 25
Date: 24-Jun-2014
NAV per unit (RM): 0.9754
Units in circulation (units): 9,750,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 16,296.48

Attachments

China25.pdf
25 KB



HAPSENG - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameHAP SENG CONSOLIDATED BERHAD  
Stock Name HAPSENG  
Date Announced24 Jun 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoHS-140624-201CF

Date of buy back24/06/2014
Description of shares purchasedOrdinary shares of RM1.00 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)250,000
Minimum price paid for each share purchased ($$)3.600
Maximum price paid for each share purchased ($$)3.600
Total consideration paid ($$)901,010.00
Number of shares purchased retained in treasury (units)250,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)192,665,800
Adjusted issued capital after cancellation
(no. of shares) (units)
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%)8.79

Remarks :
cc: Securities Comission


KIANJOO - Changes in Sub. S-hldr's Int. (29B) - DATO' SEE TEOW CHUAN

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKIAN JOO CAN FACTORY BERHAD  
Stock Name KIANJOO  
Date Announced24 Jun 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKJ-140624-33617

Particulars of substantial Securities Holder

NameDATO' SEE TEOW CHUAN
Address12-G JALAN DUNGUN
DAMANSARA HEIGHTS
50490 KUALA LUMPUR
NRIC/Passport No/Company No.410105-71-5187
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.25 EACH
Name & address of registered holderDATO' SEE TEOW CHUAN
12-G JALAN DUNGUN
DAMANSARA HEIGHTS
50490 KUALA LUMPUR

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired09/06/2014
1,217,900
 

Circumstances by reason of which change has occurredAcquisition of direct interest in open market on 9 June 2014 to 13 June 2014 and 16 June 2014 to 20 June 2014.
Nature of interestDirect
Direct (units)32,107,633 
Direct (%)7.23 
Indirect/deemed interest (units)2,179,985 
Indirect/deemed interest (%)0.49 
Total no of securities after change34,287,618
Date of notice23/06/2014

Remarks :
Direct and indirect shares held :

Direct : 32,107,633 shares (7.23% of the total issued and paid-up share capital)
(Includes all entitlement from distribution in specie of shares by Kian Joo Holdings Sdn Bhd - In Liquidation)

Indirect : 2,179,985 shares (0.49% of the total issued and paid-up share capital)
(Deemed interest by virtue of Section 6A of the Companies Act, 1965 via See Teow Chuan Holdings Sdn Bhd)


SIME - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameSIME DARBY BERHAD  
Stock Name SIME  
Date Announced24 Jun 2014  
CategoryChange in Boardroom
Reference NoSD-140505-44731

Date of change24/06/2014
NameDato' Rohana binti Tan Sri Mahmood
Age60
NationalityMalaysian
Type of changeAppointment
DesignationNon-Executive Director
DirectorateIndependent & Non Executive
Qualifications1. Bachelor of Arts Degree (Hons) in Politics, University of Essex, United Kingdom
2. Masters in International Relations, University of Sussex, United Kingdom. 
Working experience and occupation 1. Chairman and Founder of RM Capital Partners Sdn Bhd
2. Former Chairman and co-founder of Ethos Capital
3. President Emeritus and Founding Member of the Kuala Lumpur Business Club
4. Member of the Board of Trustees of the Asia Society, New York
5. Member of Advisory Board of ACE Limited International, New York
6. Board Member of Pacific Basin Economic Council
7. Alternate Member of APEC Business Advisory Council
8. Distinguished Fellow and Board member of the Institute of Strategic and International Studies (ISIS) Malaysia
9. Member of the Malaysian Committee of the Council for Security Cooperation in the Asia Pacific (CSCAP)
10. Former Assistant Secretary - Planning Division of the Ministry of Foreign Affairs Malaysia
11. Board membership in KDU College Sdn Bhd, YIM Technology Resources Sdn Bhd and AmWater Investments Management Pte Ltd
12. Member Founder and Member of Board Trustees of Yayasan Inovasi Malaysia, Trustee of Tropicana Foundation (formerly known as Dijaya Tropicana Foundation) and Trustee of Malaysian Youth Orchestra Foundation 
Directorship of public companies (if any)1. Paramount Corporation Berhad
2. AMMB Holdings Berhad
3. AmInvestment Bank Berhad 
Family relationship with any director and/or major shareholder of the listed issuerNone 
Any conflict of interests that he/she has with the listed issuerNone 
Details of any interest in the securities of the listed issuer or its subsidiariesNone 

Remarks :
Compliance:

Following the appointment of YBhg Dato' Rohana binti Tan Sri Mahmood as an Independent & Non-Executive Director of Sime Darby Berhad (SDB), the Board of SDB will comprise fourteen (14) Directors with six (6) Independent Directors. SDB is in compliance with Paragraph 15.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

Gender:

The appointment of YBhg Dato' Rohana will increase the number of women Directors on the Board of SDB to two.


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

Announcement Type: General Announcement
Company NameALAM MARITIM RESOURCES BERHAD  
Stock Name ALAM  
Date Announced24 Jun 2014  
CategoryGeneral Announcement
Reference NoAM-140624-67622

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionTHE JOINT VENTURE BETWEEN ALAM MARITIM (L) INC, A WHOLLY-OWNED SUBSIDIARY OF ALAM MARITIM RESOURCES BERHAD WITH WASCO ENERGY LTD

INTRODUCTION

The Board of Directors of Alam Maritim Resources Berhad ("AMRB") is pleased to announce that its wholly owned subsidiary; Alam Maritim (L) Inc ("AMLI") had on 24 June 2014 signed a Joint Venture Agreement ("JVA") with Wasco Energy Ltd (WASCO), a wholly-owned subsidiary of Wah Seong Corporation Berhad.

AMLI is a company incorporated in Malaysia and is involved in the business of an investment holding company and ship owning.

WASCO is an exempted company limited by shares incorporated in Bermuda and is involved in the business of an investment holding company, which subsidiaries operate in the oil and gas industry.

This JVA shall be effective on the date upon which WASCO become a shareholder of Alam-PE Holdings (L) Inc ("Alam-PE").


BACKGROUND

Prior to the above JVA, AMLI and Armada Investment Holding Ltd ("ARMADA"), a subsidiary of CIMB Private Equity Sdn Bhd had entered into Joint Venture Agreement on 30 October 2008 to form a joint venture company (for the purpose of jointly investing and acquiring vessels to be chartered to AMLI) known as Alam-PE, whereby AMLI and ARMADA owned 49% and 51% stake respectively in Alam-PE.

Alam-PE’s principal activity is investment holding, while its subsidiaries are principally engaged in the ship owning and chartering offshore supply vessels, and ship management services.

THE TRANSACTIONS

Following the Share Sale Agreement dated 24 June 2014 between WASCO and ARMADA, WASCO had agreed to acquire 6,860,000 ordinary shares which represent 49% of the entire issued and paid-up share capital of Alam-PE from ARMADA. AMLI who presently holds 6,860,000 ordinary shares in Alam-PE will be increasing its stake to 7,140,000 ordinary shares representing 51% of the entire issued and paid-up share capital of Alam-PE.

SALIENT TERMS AND CONDITIONS OF THE JVA

The salient terms and conditions of the JVA include, inter alia, the following:

(1) Alam-PE Shares

(i)The registered holders of the Alam-PE Shares ("Shareholders") agree that the holdings of the Alam-PE Shares shall, unless otherwise varied in accordance with the provisions of the JVA, be maintained at all times in the following proportions ("Equity Participation"):

Shareholders

 

Shareholding in Alam-PE

     

AMLI

 

51%

Wasco

 

49%

     

Total

 

100%

The Shareholders further agree that despite the above Equity Participation, Alam-PE shall be operated as a jointly controlled entity.

(ii) The shareholdings (including any further issue(s) and allotment(s) in the share capital of Alam-PE with the agreement of the Shareholders) of the Shareholders shall at all times be in the proportion of the Equity Participation, provided always that in the event of any of the Shareholders fails and/or neglects to take up its entitlement to the issue(s) and allotment(s) aforesaid, then the other Shareholder shall be entitled to subscribe to such entitlements not taken up. For the avoidance of doubt, all subscriptions for the issue(s) and allotment(s) of the Alam-PE Shares shall be paid-up in full and paid for in cash unless otherwise agreed to by the Shareholders.

(iii)In the event that a third party wishes to be a registered member of Alam-PE, the Shareholders shall procure that the third party enters into a covenant to be bound by the terms and conditions of the JVA as though such third party were an original Shareholder.

(2) Dividend policy

    1. Each Shareholder shall take such action as may be necessary to procure that Alam-PE distributes dividends in respect of each financial year, such amount as the board of directors of Alam-PE (or the Directors (meaning the directors or alternate directors of Alam-PE) present or deemed present at a duly convened meeting of the Directors at which a quorum is present or deemed to be present in accordance with the terms of the JVA) ("Alam-PE Board"), after ensuring that there are adequate reserves, may recommend out of the profits of Alam-PE from time to time.
    2. Unless otherwise mutually agreed upon by the Shareholders, it is the intention of the Shareholders that, subject to appropriation of profits for proper and prudent reserves, substantially the whole of the profits of Alam-PE each year shall be distributed as dividends PROVIDED ALWAYS that the dividend policy as aforementioned shall take into consideration the liquidity, the working capital and the capital commitment of Alam-PE.

(3) Prohibition from transfer

Except as otherwise provided for in the JVA, none of the Shareholders shall, except with the prior written consent of the other Shareholder, sell, dispose, assign or transfer any of its Alam-PE Shares. Notwithstanding the same, the JVA Parties recognise the grant of right of first refusal and tag along rights to be exercised by the JVA Parties as illustrated in Sections 4 and 5 below.

 

 

 

(4) Pre-emption rights of first refusal

    1. Subject to Section 3 above and without prejudice to Section 5 below, no Shareholder ("Transferring Party") shall sell, dispose, assign or transfer any of its Alam-PE Shares otherwise than in accordance with the provisions contained in the JVA.
    2. In the event that a Transferring Party desires to sell, dispose, assign or transfer any of its Alam-PE Shares, pursuant to a bona fide offer from a third party, the Transferring Party shall promptly give notice ("Transfer Notice") thereof to each of the other Shareholders (each, a "Non-Transferring Party"). The Transfer Notice shall set forth the following information with respect to the proposed transfer:

    1. the subject interest;
    2. the name and address of the prospective acquirer;
    3. each company that controls the prospective acquirer; and
    4. the purchase price including sufficient detail concerning any non-cash portion thereof (if any) so that the Non-Transferring Parties may reasonably determine the fair market value of such non-cash consideration ("Offer Price").

      iii.If the third party is established as a competitor to the Non-Transferring Parties, then the Transferring Party will undertake to decline the offer made by the third party and seek other interested parties within a specified time as mutually agreed by the JVA Parties.

iv. Regardless of Section 4(iii) above, the Non-Transferring Parties shall (in proportion to their shareholdings) have a ‘Pre-emptive Right of First Refusal’ to acquire all or part of the subject interest described in the Transfer Notice, exercisable by giving written notice to the Transferring Party at any time within seven (7) business days after receipt by all of the Non-Transferring Parties of the Transfer Notice. Such acquisition shall be for a purchase price equal to the Offer Price set forth in the Transfer Notice and on terms not less favourable as being offered to other interested parties.

v. If all of the Non-Transferring Parties elect not to exercise the Pre-emptive Right of First Refusal or if any of the Non-Transferring Party is unable to pay the purchase price within the specified time frame as mutually agreed by the JVA Parties, then such remaining portion shall be offered to the other Non-Transferring Parties and thereafter, the Transferring Party shall be entitled to sell or transfer its Alam-PE Shares to other interested parties.

vi. However, if there are no other interested parties, then the Shareholders shall undertake an asset sale of the Vessels with a view of voluntarily winding up Alam-PE.

(5) Tag along rights

    1. Where any Transferring Party desires to transfer directly or indirectly any or all of its Alam-PE Shares to a third party, who is not at such time a Shareholder, whether in one (1) transaction or a series of related transactions, the Transferring Party shall not be permitted to do so (save for transfers of the Alam-PE Shares to related corporations) unless the other Non-Transferring Parties shall have been given the option to sell all (and not some only) or such portion as it (the other Non-Transferring Parties) may at its sole discretion determine, of its Alam-PE Shares to such third party.
    2. The price shall not be less than the Offer Price under Section 4(ii)(d) above and otherwise on not more favourable terms than that previously offered to the other Non-Transferring Parties by the Transferring Party under Section 4(ii) above.
    3. The tag along option is exercisable by the other Non-Transferring Parties by it/them giving written notice to the Transferring Party at any time during such offer period stating that it/they will sell to the third party(ies) all or a portion of its/their Alam-PE Shares.
    4. The Transferring Party shall procure that the third party enters into a binding agreement with the other Non-Transferring Parties to acquire their Alam-PE Shares, as a pre-condition to the sale by the Transferring Party of its Alam-PE Shares to the third party.
    5. The Transferring Party shall not be permitted to sell its Alam-PE Shares to the third party unless the third party simultaneously acquires the Alam-PE Shares offered by the other Non-Transferring Parties in the exercise of its option under this Section.

(6) Financial requirements

            1. It is agreed that the financial requirements of Alam-PE shall be met by way of borrowings from financial institutions. The Shareholders shall each use reasonable endeavours to procure that the requirements of Alam-PE for working capital to finance the business of ship owning and chartering OSVs, and ship management services and other related services unless otherwise agreed by the JVA Parties, are met by borrowings from financial institutions and other similar sources or utilising any other mode of raising finance as the Alam-PE Board deems fit on the most favourable terms reasonably obtainable as to interest, repayment and security, but without allowing a prospective lender the right to participate in the share capital of Alam-PE as a condition for making the loan.
            2. The JVA Parties shall not be required to provide any form of financial assistance or security (including the furnishing of any guarantee) for Alam-PE unless otherwise mutually agreed upon.

 

 
 

(7) Directors of Alam-PE

     
       

    1. Board of directors

Unless otherwise agreed by the Shareholders in writing, the number of directors in Alam-PE shall consist of four (4) directors of whom:

    1. two (2) directors nominated by AMLI; and
    2. two (2) directors nominated by Wasco.

ii. Manner of appointment and removal

    1. Each Shareholder shall be entitled to:

    1. remove any director nominated by such Shareholder and to appoint a successor to such removed director; and
      1. BB. fill any vacancy to the Alam-PE Board arising from the vacation of office by any of its nominees thereto.

Every such nomination and removal shall be in writing and signed by an authorised representative of the relevant Shareholder and delivered to the registered office of Alam-PE.

b. All Shareholders shall take all necessary actions to procure and ensure the election of such nominees to the Alam-PE Board.

(8) Events of default

  

If:

    1. any of the Shareholders ("Defaulting Party") commits a material breach of the JVA, which is incapable of being remedied or being capable of remedy is not remedied within thirty (30) days from the date on which notice requiring it to do so shall have been given to it by any of the other Shareholders; or
    2. an order is made or an effective resolution is passed for winding up or dissolution of any of the Defaulting Party; or
    3. a receiver, receiver and manager, official manager, provisional liquidator, liquidator, or like official is appointed over the whole or a substantial part of the undertaking and property of any of the Defaulting Party; or
    4. a holder of an encumbrance takes possession of the whole or any substantial part of the undertaking and property of any of the Defaulting Party; or
    5. there is a change in control and ownership in any of the Shareholders; or
    6. the Defaulting Party fails to proceed regularly and diligently perform its obligations as set out in the JVA; or
    7. the Defaulting Party, without any reason acceptable by the other JVA Party suspends performance of all or any of its obligations under the JVA.

     

9. Term

     

      1. The JVA shall come into force and effect as from the date of the JVA and shall continue in force and effect until the first occurrence of any of the following events:

      1. the listing and quotation of Alam-PE on any recognised stock exchange; or
      2. the termination of the JVA by mutual consent of all the Shareholders; or
      3. the termination of the JVA pursuant to Section 8 above.

       
         

    ii. Upon termination of the JVA for any reason whatsoever the obligations of the Shareholders shall cease provided always however that such termination shall not release any Shareholder from any liability which at any time of such termination has already accrued to the other Shareholder or Shareholders or which may accrue thereafter in respect of any act, omission or breach prior to such termination.


    FINANCIAL EFFECTS

    The completion of the JVA is not expected to have any material effects on the share capital and shareholding structure of AMRB.


    APPROVAL REQUIRED

    The execution of the JVA has been approved by the respective Boards and is not conditional upon the approval of the AMRB’s shareholders or any approvals being obtained from any relevant authorities.


    DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

    None of the Directors or major shareholders or persons connected to the Directors or major shareholders has any direct or indirect interest in the JVA save for the following:


    Datuk Azmi bin Ahmad and Shaharuddin bin Warno @ Rahmad are the Directors and Major Shareholders of AMLI and while Datuk Azmi bin Ahmad is the Director of ALAM-PE with Shaharuddin bin Warno @ Rahmad being his alternate; Mohd Abd Rahman bin Mohd Hashim is Major Shareholder of AMLI and ALAM-PE.


    DIRECTORS' STATEMENT

    The Board of Directors of AMRB is of the opinion that the execution of the JVA in the best interest of the Group.


    This announcement is dated 24 June 2014.



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