Company announcements: OPCOM, KULIM, TDM, UMCCA, KEURO, VERSATL, NPC, AXIATA

OPCOM - OPCOM - NOTICE OF BOOK CLOSURE

Announcement Type: Listing Circular

Company Name	OPCOM HOLDINGS BERHAD (ACE Market)
Stock Name	OPCOM
Date Announced	16 Jul 2014
Category	Listing Circular
Reference No	RN-140716-45317

LISTING'S CIRCULAR NO. L/Q : 71086 OF 2014

Interim dividend of 1.25 sen per ordinary share single-tier.

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 1 August 2014 ]

2) The last date of lodgement : [ 5 August 2014 ]

3) Date Payable : [ 29 August 2014 ]

---

KULIM - OTHERS KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) THE SALE AND PURCHASE OF SHARES INCORPORATING SHAREHOLDERS AGREEMENT (“THE AGREEMENT” OR “THE SSA”) WITH MOHD KHIR BIN TAMBY (“THE INTRAPRENEUR”) AND KULIM SAFETY TRAINING AND SERVICES SDN BHD (“KSTSSB”)

Announcement Type: General Announcement

Company Name	KULIM (MALAYSIA) BERHAD
Stock Name	KULIM
Date Announced	16 Jul 2014
Category	General Announcement
Reference No	JC-140715-43251

Type	Announcement
Subject	OTHERS
Description	KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) THE SALE AND PURCHASE OF SHARES INCORPORATING SHAREHOLDERS AGREEMENT (“THE AGREEMENT” OR “THE SSA”) WITH MOHD KHIR BIN TAMBY (“THE INTRAPRENEUR”) AND KULIM SAFETY TRAINING AND SERVICES SDN BHD (“KSTSSB”)
1. INTRODUCTION The Board of Directors of the Company is pleased to announce that Kulim vide its fully owned subsidiary, EPA Management Sdn Bhd (“EPA”) had on even date entered into the Agreement with the Intrapreneur and KSTSSB. EPA, KSTSSB and the Intrapreneur, shall hereinafter be referred to as “the Parties”. 2. DETAILS OF THE AGREEMENT The SSA between EPA, the Intrapreneur and KSTSSB is in relation to the sale of 25,000 ordinary shares in KSTSSB (“Sale Shares”) to the Intrapreneur at the total consideration price of RM25,000.00 representing 25% of KSTSSB’s share capital, free from all encumbrances and with all rights and liabilities attached including any dividend which may be declared thereafter and upon the terms and conditions of the SSA. The purchase price would be paid by the Intrapreneur on the completion of the SSA, being a date not later than 14 days from the date of fulfilment of the last of the conditions precedent in the SSA (“Completion Date”). Further, the SSA also incorporates a Shareholders Agreement to provide for certain arrangements relating to the KSTSSB’s operations and affairs and to determine certain rights and obligations of KSTSSB and its Shareholders. The SSA is conditional upon the following:- (a) All necessary approvals by the authorities in Malaysia are obtained to implement and operate the purpose of the KSTSSB and to carry out the transactions contemplated herein and being in full force and effect, and in terms satisfactory to the Parties; and (b) The Intrapreneur to execute further documents which shall include a Call Option Agreement, Memorandum of Deposit of Shares and Service Agreement on such terms and conditions to be agreed by the Parties as a further consideration of entering into this Agreement. 3. BACKGROUND AND RATIONALE Kulim introduced an intra-company entrepreneur development scheme called Kulim Intrapreneurship Scheme (“the Scheme”) in 2006. The purpose of the Scheme is to inculcate business skills amongst its employees and as a strategy for Kulim to grow organically. KSTSSB is a wholly owned subsidiary of EPA while EPA is a wholly owned subsidiary of Kulim and was established for the purpose of the said Scheme. 4. INFORMATION ON KSTSSB KSTSSB is a company incorporated in Malaysia under the Companies Act 1965 with its registered address at Suite 18, Lot 1B, Podium 1, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor. KSTSSB is primarily engaged in providing consultancy services in relation with Occupational Safety and Health Administration (“OSHA”) guidelines, rules and regulations. KSTSSB has a total authorised share capital of RM500,000.00 only divided into 500,000 units of ordinary shares of RM1.00 each. The paid up capital of KSTSSB is RM100,000 only divided into 100,000 units of ordinary shares of RM1.00 each. 5. RISK FACTORS There is no significant risk factor foreseen in the proposed transaction. Further, the Board is of the view that the operational risks in relation to the above-mentioned activities are minimal given the small scale and Kulim’s existing presence in the business. 6. APPROVALS REQUIRED The completions of the Agreements are subject to the approval of the relevant Conditions Precedent and approval from the relevant authorities. 7. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSON CONNECTED TO THEM None of the Directors and substantial shareholders of Kulim and/or persons connected to them, as defined in the Listing Requirements of Bursa Malaysia Securities Berhad, has any interest, direct or indirect, in the proposed transaction. 8. STATEMENT BY DIRECTORS The Board of Directors, having considered all aspects of the Agreements, is of the opinion that the proposed transactions are in the best interest of Kulim. 9. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”) To the best knowledge of the Board of Directors, the proposed transaction does not depart from the SC Guidelines. 10. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the registered office of Kulim at Suite 18, Lot 1B, Podium 1, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor during normal office hours from Monday to Friday (except on public holidays) for a period of one (1) month from the date of this announcement. This announcement is dated 16 July, 2014.

---

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

Announcement Type: General Announcement

Company Name	TDM BERHAD
Stock Name	TDM
Date Announced	16 Jul 2014
Category	General Announcement
Reference No	CK-140716-39752

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	CONDITIONAL SHARES PURCHASE AGREEMENT RELATING TO THE ISSUED AND PAID UP ORDINARY SHARES OF PT SAWIT REZKI ABADI

Attachments Announcement Conditional Shares Purchase Agreement.doc 65 KB

---

TDM - OTHERS TDM BERHAD - EXECUTION OF THIRD SUPPLEMENTAL AGREEMENT TO THE JOINT VENTURE AND SHAREHOLDERS' AGREEMENT DATED 1 OCTOBER 2007

Announcement Type: General Announcement

Company Name	TDM BERHAD
Stock Name	TDM
Date Announced	16 Jul 2014
Category	General Announcement
Reference No	CK-140716-39389

Type	Announcement
Subject	OTHERS
Description	TDM BERHAD - EXECUTION OF THIRD SUPPLEMENTAL AGREEMENT TO THE JOINT VENTURE AND SHAREHOLDERS' AGREEMENT DATED 1 OCTOBER 2007

Attachments Announcement Third Supplemental Agreement to JVA.doc 38 KB

---

UMCCA - UMCCA - NOTICE OF BOOK CLOSURE

Announcement Type: Listing Circular

Company Name	UNITED MALACCA BERHAD
Stock Name	UMCCA
Date Announced	16 Jul 2014
Category	Listing Circular
Reference No	RN-140716-44395

LISTING'S CIRCULAR NO. L/Q : 71090 OF 2014

1) A second interim single-tier dividend of 11 sen per share (Remain Unchanged).
2) Special single-tier dividend of 5 sen per share to commemorate the Company's forthcoming 100th Annual General Meeting (Remain Unchanged).

Further to Listing’s Circular No. L/Q : 70985 Of 2014, kindly be advised of the following :

1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 1 August 2014 (Instead of 31 July 2014) ]

2) The last date of lodgement : [ 5 August 2014 (Instead of 4 August 2014) ]

3) Date Payable : [ 22 August 2014 (Remain Unchanged)]

Remarks :- This dividend entitlement date is changed from 4 August 2014 to 5 August 2014 due to the uncertainty over the public holiday dates in conjunction with Hari Raya Aidilfitri.

---

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

Announcement Type: General Announcement

Company Name	KUMPULAN EUROPLUS BERHAD
Stock Name	KEURO
Date Announced	16 Jul 2014
Category	General Announcement
Reference No	MI-140716-44567

Type	Announcement
Subject	NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING
Description	KUMPULAN EUROPLUS BERHAD (“KEB” OR “COMPANY”) RENOUNCEABLE RIGHTS ISSUE OF 429,743,823 NEW ORDINARY SHARES OF RM1.00 EACH IN THE COMPANY (“KEB SHARES”) (“RIGHTS SHARES”) TOGETHER WITH 214,871,911 FREE DETACHABLE WARRANTS (“WARRANT(S)”), ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY FOUR (4) EXISTING KEB SHARES HELD AND ONE (1) FREE WARRANT FOR EVERY TWO (2) RIGHTS SHARES SUBSCRIBED FOR ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“RIGHTS ISSUE WITH WARRANTS”)
We refer to the previous announcements made by RHB Investment Bank on behalf of the Board in relation to the Rights Issue with Warrants. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Rights Issue with Warrants. On behalf of the Board, RHB Investment Bank wishes to announce the following:- (i) the issue price for the Rights Shares has been fixed at RM1.08 per Rights Share; and (ii) the exercise price for the Warrants has been fixed at RM1.18 for each new KEB Share. The issue price for the Rights Shares represents a discount of approximately 8.47% to the theoretical ex-rights price (“TERP”) of KEB Shares of RM1.18 based on the five (5)-day volume weighted average market price of KEB Shares up to and including 14 July 2014 of approximately RM1.26 (“5-Day VWAP”). The issue price for the Rights Shares was determined by the Board after taking into consideration the prevailing market conditions, the par value of KEB Shares, the historical share price and the TERP of KEB Shares based on the 5-Day VWAP as well as the gross proceeds to be raised from the Rights Issue with Warrants. The exercise price for the Warrants of RM1.18 is equivalent to the TERP of KEB Shares based on the 5-Day VWAP. The exercise price of the Warrants was determined by the Board after taking into consideration the prevailing market conditions, the historical share price and the TERP of KEB Shares based on the 5-Day VWAP. This announcement is dated 16 July 2014.

---

VERSATL - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings

Company Name	VERSATILE CREATIVE BERHAD
Stock Name	VERSATL
Date Announced	16 Jul 2014
Category	General Meetings
Reference No	CU-140714-51406

Type of Meeting	EGM
Indicator	Outcome of Meeting
Date of Meeting	16/07/2014
Time	11:00 AM
Venue	Versatile Creative Berhad, Audio Room, Lot 30745, Jalan Pandan Indah, Pandan Indah, 55100 Kuala Lumpur
Outcome of Meeting	We refer to the announcements dated 19 June 2014 and 27 June 2014 in relation to the notification of EGM in relation to the Proposals. On behalf of the Board of Directors of VCB (“Board”), MIDF Amanah Investment Bank Berhad is pleased to announce that save for the special resolution in relation to the Proposed Delisting, all the ordinary and special resolutions as set out in the notice of EGM dated 20 June 2014 have been passed by the shareholders of VCB at the EGM held today on 16 July 2014. The shareholders of VCB, via a poll, have voted against the special resolution on the Proposed Delisting. The voting for the special resolution on the Proposed Delisting was carried by the way of poll of which the results are as follows: (i) There were 28 shareholders of VCB who voted against the special resolution, representing 84.85% of the total number of shareholders of VCB present and voted; (ii) The total value of the shareholdings of the shareholders of VCB who voted against the special resolution was RM3,764,251 representing 3.66% of the total value of the ordinary shares of RM1.00 each in VCB (“Shares”) held by the shareholders of VCB present and voted; and (iii) The total value of the shareholdings of the shareholders of VCB who voted for the special resolution was 96.34% of the Shares held by the shareholders of VCB present and voted.

---

NPC - NPC - NOTICE OF BOOK CLOSURE

Announcement Type: Listing Circular

Company Name	NPC RESOURCES BERHAD
Stock Name	NPC
Date Announced	16 Jul 2014
Category	Listing Circular
Reference No	RN-140716-44880

LISTING'S CIRCULAR NO. L/Q : 71085 OF 2014

Final Single Tier Dividend of 2 sen per share in respect of the financial year ended 31 December 2013.

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted [ "Ex - Dividend" ]
as from : [ 1 August 2014 ]

2) The last date of lodgement : [ 5 August 2014 ]

3) Date Payable : [ 15 August 2014 ]

---

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 Name	AXIATA GROUP BERHAD
Stock Name	AXIATA
Date Announced	16 Jul 2014
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AG-140716-8DFF9

Particulars of substantial Securities Holder

Name	Employees Provident Fund Board
Address	Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.	EPF ACT 1991
Nationality/Country of incorporation	Malaysia
Descriptions (Class & nominal value)	Ordinary Shares of RM1.00 each
Name & address of registered holder	1) 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 transaction	Date of change	No of securities	Price Transacted (RM)
Acquired	08/07/2014	5,105,900

Circumstances by reason of which change has occurred	Citigroup EPF Board - Acquisition of 5,105,900 shares
Nature of interest	Direct
Direct (units)	1,103,122,006
Direct (%)	12.87
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	1,103,122,006
Date of notice	09/07/2014

Remarks :

1) The total number of 1,103,122,006 ordinary shares comprised of the following:- a) Citigroup EPF Board - 1,011,822,906 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 3,881,250 d) Citigroup EPF Board (KIB) - 600,000 e) Citigroup EPF Board (HDBS) - 12,493,475 f) Citigroup EPF Board (RHB INV) - 3,055,000 g) Citigroup EPF Board (AM INV) - 6,122,650 h) Citigroup EPF Board (MAYBAN) - 2,650,000 i) Citigroup EPF Board (NOMURA) - 28,421,300 j) Citigroup EPF Board (CIMB PRI) - 17,489,325 k) Citigroup EPF Board (ARIM) - 2,800,000 l) Citigroup EPF Board (TEMPLETON) - 4,303,200 m) Citigroup EPF Board (ABERDEEN) - 6,150,000 2) Form 29B received on 14 July 2014

---

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 Name	AXIATA GROUP BERHAD
Stock Name	AXIATA
Date Announced	16 Jul 2014
Category	Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference No	AG-140716-98997

Particulars of substantial Securities Holder

Name	Employees Provident Fund Board
Address	Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur
NRIC/Passport No/Company No.	EPF ACT 1991
Nationality/Country of incorporation	Malaysia
Descriptions (Class & nominal value)	Ordinary Shares of RM1.00 each
Name & address of registered holder	1) 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 transaction	Date of change	No of securities	Price Transacted (RM)
Acquired	09/07/2014	1,400,000

Circumstances by reason of which change has occurred	Citigroup EPF Board - Acquisition of 1,400,000 shares
Nature of interest	Direct
Direct (units)	1,104,522,006
Direct (%)	12.89
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Total no of securities after change	1,104,522,006
Date of notice	10/07/2014

Remarks :

1) The total number of 1,104,522,006 ordinary shares comprised of the following:- a) Citigroup EPF Board - 1,013,222,906 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 3,881,250 d) Citigroup EPF Board (KIB) - 600,000 e) Citigroup EPF Board (HDBS) - 12,493,475 f) Citigroup EPF Board (RHB INV) - 3,055,000 g) Citigroup EPF Board (AM INV) - 6,122,650 h) Citigroup EPF Board (MAYBAN) - 2,650,000 i) Citigroup EPF Board (NOMURA) - 28,421,300 j) Citigroup EPF Board (CIMB PRI) - 17,489,325 k) Citigroup EPF Board (ARIM) - 2,800,000 l) Citigroup EPF Board (TEMPLETON) - 4,303,200 m) Citigroup EPF Board (ABERDEEN) - 6,150,000 2) Form 29B received on 14 July 2014

---