August 15, 2014

Company announcements: FRB, HARVEST, WCT, SEG, AKNIGHT

FRB - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS DURING CLOSED PERIOD

Announcement Type: General Announcement
Company NameFORMIS RESOURCES BERHAD  
Stock Name FRB  
Date Announced15 Aug 2014  
CategoryGeneral Announcement
Reference NoFR-140815-40C8B

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS DURING CLOSED PERIOD
DescriptionFurther to Formis Resources Berhad's ("FRB" and/or "the Company") announcement made on 18 July 2014 in relation to dealings in the ordinary shares, Warrants 2011/2016 and Warrants 2013/2018 of FRB during closed period, the Company wishes to inform that Dato' Thong Kok Khee ("Dato' Thong") has given notice of his dealing in the ordinary shares during closed period of the Company as per Table below.

TABLE

Name

Date Transacted

Opening Balance

Disposed

% of ordinary shares

Price per ordinary share

Closing Balance of ordinary shares

% of total ordinary shares

Dato' Thong

14/08/2014

46,594,500*
(Indirect Interest)

50,000*
(Indirect Interest)

0.01

RM0.72

46,544,500*
(Indirect Interest)

12.01*
(Indirect Interest)

* Deemed interest by virtue of his interest in Insas Berhad pursuant to Section 6A of the Companies Act, 1965.


HARVEST - MATERIAL LITIGATION

Announcement Type: General Announcement
Company NameHARVEST COURT INDUSTRIES BHD  
Stock Name HARVEST  
Date Announced15 Aug 2014  
CategoryGeneral Announcement
Reference NoCC-140815-5FAF0

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionHARVEST COURT INDUSTRIES BERHAD (“HCIB” or “the Company”)
- Kuala Lumpur High Court
Suite No. : 24NCC-257-07/2014
Zenith City Investments Limited and Syawaras Sdn Bhd vs Harvest Court Industries Berhad

(1) Date of presentation of the Originating Summons

The Board of Directors of Harvest Court Industries Berhad (“HCIB” or “the Company”) wishes to announce that on 12 August 2014, the Company has received the sealed copy of the Originating Summons dated 30 July 2014 from Messrs. Wong Kian Kheong, the solicitors for Zenith City Investments Limited (“Zenith”) and Syawaras Sdn Bhd  (“Syawaras”) (collectively as “Plaintiffs”). The Originating Summons has been fixed for hearing on 13 August 2014 at Kuala Lumpur High Court.

(2) The particulars of the claim under the Originating Summons, including the amount claimed for and the interest rate

The Plaintiffs is alleging that the Extraordinary General Meeting (“EGM”) proposed to be held on 8 August 2014 was impracticable to call due to the Company’s failure to provide the Record of Depositors (“ROD”) as requested by the Plaintiffs. In view of this, the Plaintiffs filed this Originating Summons to have an EGM convened by the Court for the purposes of passing the Resolutions under Section 150 of the Companies Act, 1965 (“the Act”).

Pursuant to the Originating Summons, the Plaintiffs’ claims included the following :-

i) An order to convene an EGM by the Company pursuant to Section 150 of the Act , to consider and if though fit, passing the following resolutions :-

Ordinary Resolution No. 1 - Removal of Director

“THAT Dato’ Mohamed Amir Abas bin Zainal Azim be and is hereby removed from office as a director of the Company, with immediate effect."

Ordinary Resolution No. 2 - Removal of Director

"THAT Ng Wai Han be and is hereby removed from office as a director of the Company, with immediate effect."

Ordinary Resolution No.3 - Removal of Director

"THAT Zainuri bin Zainal be and is hereby removed from office as a director of the Company, with immediate effect."

Ordinary Resolution No.4 - Removal of Director

"THAT Woo Mun Chee be and is hereby removed from office as a director of the Company, with immediate effect."

Ordinary Resolution No. 5 -Appointment of Director

"THAT Dato' Seri Abdul Azim bin Mohd Zabidi having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect."

Ordinary Resolution No. 6- Appointment of Director

"THAT Datuk Chai Woon Chet having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect.”

Ordinary Resolution No. 7- Appointment of Director

"THAT Wong Kwai Wah having consented to act as a director, be and is hereby appointed as Director of the Company with immediate effect."

Ordinary Resolution No.8-Removal of Director(s)

"THAT if any person(s) (other than persons named in Ordinary Resolutions 5 to 7 above) is appointed as a director of the Company at any time from 1 July 2014 up to and including the time of the conclusion of this Extraordinary General Meeting (including any adjournment thereof), each such person be and is here removed from office as a director of the Company, with immediate effect."

(collectively as “the Resolutions”)

ii) An order for the manner of EGM being called, held or conducted and any other ancillary and consequential orders which is deemed expedient by the court;

iii) An order to the Company to provide a copy of ROD within 21 days from the date of Judgment or any period which deem appropriate to expedite the EGM but not less than 3 market days before the date of EGM;

iv) parties are at liberty to make any applications thereafter;

v) Costs; and

vi) Any other order or relief deemed fit and proper to be granted by the Court.

(3) Details of the default or circumstances leading to the filing of the Originating Summons against HCIB 

On 4 July 2014, the Company received a Special Notice of Intention to move the Resolutions pursuant to Section 128 and Section 153 of the Act at a proposed EGM to be called on 8 August 2014 pursuant to Section 145 of the Act by the Plaintiffs.

On 11 July 2014, the Plaintiffs advertised a Notice of EGM pursuant to Section 145 of the Act, in New Straits Times and Utusan Malaysia. However, the Company is of the view that no proper EGM is convened for the 8 August 2014 for the reasons stated below: -

i) Although the Plaintiffs have requested for the ROD on 4 July 2014, pursuant to Section 34 of the Securities Industry (Central Depositories) Act 1991, the Company has 21 days from date of receipt of their request to respond.

ii)  Before the Board of Directors had the opportunity to consider the request, the Plaintiffs had gone ahead to advertise the Notice of EGM on newspaper on 11 July 2014 and left 4,800 copies of Notice of EGM and Circular at the Company's registered office. Therefore, the Notice of the EGM was not circulated to the shareholders.

The Company is of the view that an EGM convened under Section 145 of the Act is the sole responsibility of the shareholder to organize. There is no obligation on the Company to circulate the Notice of EGM on behalf of the Plaintiffs, given that the meeting requested is not requisitioned under Section 144 of the Act; and

iii) In view of the current on-going litigation between the Company and Zenith, Datuk Chai Woon Chet & 32 others (collectively as “Defendants”) as the Defendants have together acted in concert to breach Section 9(1) of the Malaysian Code on Take Overs and Mergers 2010 (“the Code”) for their failure to make a mandatory general offer to the Company’s shareholders. The litigation was announced by the Company on 14 July 2014.

Further to that, the Company has also filed an action against the Plaintiffs vide Kuala Lumpur High Court Originating Summons No.: 24NCC-244-07/2014 for a declaration that the Notice of EGM dated 11 July 2014 is invalid and/or defective, and an application to injunct and restrain the holding of the EGM on 8 August 2014. The above application was fixed for hearing at the Kuala Lumpur High Court on 6 August 2014. At the hearing held on 6 August 2014, the Plaintiffs gave an undertaking to the Court that they will not convene and/or hold the EGM on 8 August 2014 pursuant to their Notice of EGM dated 11 July 2014.

The Plaintiffs is alleging that the proposed EGM was impracticable to call due to the Company’s failure to provide the ROD as requested by the Plaintiffs. In view of this, the Plaintiffs filed this Originating Summons to have an EGM convened by the Court for the purposes of passing the Resolutions under Section 150 of the Act.

(4) The financial and operational impact of the Originating Summons on the Group

The Originating Summons is not expected to have any material financial and operational impact on the Group.

(5) The expected losses, if any, arising from the Originating Summons

The Company is not expected to incur any further losses arising from the Originating Summons.

(6) Steps taken and proposed to be taken in respect of the Originating Summons

At the hearing held on 13 August 2014, the Court has fixed for further case management on 19 August 2014 for the hearing of the said Originating Summons.

The Company is seeking the necessary legal advice to resolve and/or defend against this matter.

Further announcement on the development of the above matter will be made to Bursa Securities in due course.

This announcement is dated 15 August 2014.

 

 

 

 

 



WCT - Additional Listing Announcement

Announcement Type: Additional Listing Announcement (ALA)
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced15 Aug 2014  
CategoryAdditional Listing Announcement (ALA)
Reference NoWW-140815-81294

1. Details of Corporate Proposal

Whether the corporate proposal involves the issuance of new type
and new class of securities?
No
Types of corporate proposalESOS
Details of corporate proposalWCT Holdings Berhad Employees' Share Option Scheme (2013/2023)
No. of shares issued under this corporate proposal58,000
Issue price per share ($$)MYR 2.150
Par Value ($$)MYR 0.500
Latest issued and paid up share capital after the above corporate proposal in the following
Units1,092,541,808
CurrencyMYR 546,270,904.000
Listing Date18/08/2014


WCT - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced15 Aug 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoWW-140815-46566

Date of buy back15/08/2014
Description of shares purchasedOrdinary Shares of RM0.50 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)34,400
Minimum price paid for each share purchased ($$)2.270
Maximum price paid for each share purchased ($$)2.280
Total consideration paid ($$)78,526.86
Number of shares purchased retained in treasury (units)34,400
Number of shares purchased which are proposed to be cancelled (units)
Cumulative net outstanding treasury shares as at to-date (units)10,476,800
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 (%)0.959


WCT - OTHERS Offer and grant of options under WCT Holdings Berhad’s Employees Share Option Scheme 2013/2023 – 2nd Options Offer

Announcement Type: General Announcement
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced15 Aug 2014  
CategoryGeneral Announcement
Reference NoWW-140815-61772

TypeAnnouncement
SubjectOTHERS
DescriptionOffer and grant of options under WCT Holdings Berhad’s Employees Share Option Scheme 2013/2023 – 2nd Options Offer

Pursuant to Paragraph 9.19(51) of Bursa Malaysia Securities Berhad Main Market Listing Requirements, WCT Holdings Berhad (“Company”) wishes to announce the following options offer and grant to eligible persons to subscribe for new ordinary shares of RM0.50 each in the Company (“Options”) under the Employees Share Option Scheme 2013/2023 of the Company (“ESOS 2013/2023") (collectively referred as “2nd Options Offer”).

The details of the Options offered to the eligible persons of the Company are set out as follows:-

No.

Description of 2nd Options Offer under the ESOS 2013/2023

1.

Date of Offer of the Options

:

15 August 2014

2.

Exercise price of Options offered

:

RM2.05

3.

Number of Options offered

:

Up to 10,300,000

4.

Closing Market Price of the Company’s shares on the Date of Offer

:

RM2.29

5.

Number of Options offered to the following Directors of the Company:-

a)

Dato’ Ahmad Sufian @ Qurnain bin Abdul Rashid

:

50,000

b)

Taing Kim Hwa

:

800,000

c)

Goh Chin Liong

:

450,000

d)

Choe Kai Keong

:

250,000

e)

Liang Kai Chong

:

250,000

f)

Wong Yik Kae

:

75,000

g)

Choo Tak Woh

:

30,000

h)

Andrew Lim Cheong Seng

:

23,000

6.

Vesting period of the Options offered

:

None


This announcement is dated 15 August 2014.



SEG - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameSEG INTERNATIONAL BHD  
Stock Name SEG  
Date Announced15 Aug 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoSI-140815-47261

Date of buy back15/08/2014
Description of shares purchasedOrdinary shares of RM0.25 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)1,000
Minimum price paid for each share purchased ($$)1.440
Maximum price paid for each share purchased ($$)1.440
Total consideration paid ($$)1,482.43
Number of shares purchased retained in treasury (units)1,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)26,045,600
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 (%)3.89

Remarks :
This announcement is dated 15 August 2014.


AKNIGHT - Changes in Sub. S-hldr's Int. (29B) - See Han Liong

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameASIA KNIGHT BERHAD  
Stock Name AKNIGHT  
Date Announced15 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCT-140815-9D4BE

Particulars of substantial Securities Holder

NameSee Han Liong
AddressNo 3 Solok Kelabu, Off Jalan Kelabu, 41300 Klang, Selangor
NRIC/Passport No/Company No.761223-06-5589
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1/- each
Name & address of registered holderPrime Forest Products (M) Sdn Bhd
No 7-3A, Galeri Empire, Jalan Empayar, Off Persiaran Sultan Ibrahim / KU1, 41150 Klang, Selan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed15/08/2014
800,000
1.110 

Circumstances by reason of which change has occurredDisposal of shares by Prime Forest Products (M) Sdn Bhd
Nature of interestIndirect
Direct (units)5,181,800 
Direct (%)8.91 
Indirect/deemed interest (units)32,578,345 
Indirect/deemed interest (%)56.04 
Total no of securities after change31,778,345
Date of notice15/08/2014

Remarks :
Indirect/deemed interested pursuant to Section 6A of the Act by virtue of his interests in Pahangply Holdings Berhad, See Seng Lai & Sons Realty Sdn Berhad, NGE Leasing & Credit Sdn Berhad, Nanyang General Enterprises Sdn Berhad, Nanyang Timber Industry Sdn Berhad, Prime Forest Products (M) Sdn Berhad and pursuant to his family relationship with his father, See Teck Wah.


AKNIGHT - Changes in Director's Interest (S135) - See Teck Wah

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameASIA KNIGHT BERHAD  
Stock Name AKNIGHT  
Date Announced15 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCT-140815-9D4BA

Information Compiled By KLSE

Particulars of Director

NameSee Teck Wah
AddressA924 Lorong Seri Kuantan 4, 25250 Kuantan, Pahang
Descriptions(Class & nominal value)Ordinary shares of RM1/- each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
15/08/2014
800,000
1.111 

Circumstances by reason of which change has occurredDisposal of shares by Prime Forest Products (M) Sdn Bhd
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units)2,176,912 
Direct (%)3.74 
Indirect/deemed interest (units)34,783,233 
Indirect/deemed interest (%)59.83 
Date of notice15/08/2014

Remarks :
1) This announcement serves as an announcement pursuant to Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

2) Indirect/deemed interested pursuant to Section 6A of the Act by virtue of his interests in Pahangply Holdings Berhad, See Seng Lai & Sons Realty Sdn Berhad, NGE Leasing & Credit Sdn Berhad, Nanyang General Enterprises Sdn Berhad, Nanyang Timber Industry Sdn Berhad, Prime Forest Products (M) Sdn Berhad and pursuant to his family relationship with his son, See Han Liong.

3) The number of shares (indirect/deemed interested) disposed by Prime Forest Products (M) Sdn Bhd totalled 800,000 shares representing 1.37% of the issued securities of the Company.

4) This notice received on 15 August 2014.


AKNIGHT - Changes in Director's Interest (S135) - See Han Liong

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameASIA KNIGHT BERHAD  
Stock Name AKNIGHT  
Date Announced15 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCT-140815-9D4B6

Information Compiled By KLSE

Particulars of Director

NameSee Han Liong
AddressNo 3 Solok Kelabu, Off Jalan Kelabu, 41300 Klang, Selangor
Descriptions(Class & nominal value)Ordinary shares of RM1/- each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Disposed
15/08/2014
800,000
1.110 

Circumstances by reason of which change has occurredDisposal of shares by Prime Forest Products (M) Sdn Bhd
Nature of interestIndirect
Consideration (if any) 

Total no of securities after change

Direct (units)5,181,800 
Direct (%)8.91 
Indirect/deemed interest (units)31,778,345 
Indirect/deemed interest (%)54.66 
Date of notice15/08/2014

Remarks :
1) This announcement serves as an announcement pursuant to Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

2) Indirect/deemed interested pursuant to Section 6A of the Act by virtue of his interests in Pahangply Holdings Berhad, See Seng Lai & Sons Realty Sdn Berhad, NGE Leasing & Credit Sdn Berhad, Nanyang General Enterprises Sdn Berhad, Nanyang Timber Industry Sdn Berhad, Prime Forest Products (M) Sdn Berhad and pursuant to his family relationship with his father, See Teck Wah.

3) The number of shares (indirect/deemed interested) disposed by Prime Forest Products (M) Sdn Berhad totalled 800,000 shares representing 1.37% of the issued securities of the Company.

4) This notice received on 15 August 2014.


AKNIGHT - Changes in Sub. S-hldr's Int. (29B) - Prime Forest Products (M) Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameASIA KNIGHT BERHAD  
Stock Name AKNIGHT  
Date Announced15 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCT-140815-9D4BD

Particulars of substantial Securities Holder

NamePrime Forest Products (M) Sdn Bhd
AddressNo 7-3A, Galeri Empire, Jalan Empayar, Off Persiaran Sultan Ibrahim /KU1, 41150 Klang, Selangor
NRIC/Passport No/Company No.202614-H
Nationality/Country of incorporationMalaysia
Descriptions (Class & nominal value)Ordinary Shares of RM1/- each
Name & address of registered holderPrime Forest Products (M) Sdn Bhd
No 7-3A, Galeri Empire, Jalan Empayar, Off Persiaran
Sultan Ibrahim / KU1, 41150 Klang, Selangor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed15/08/2014
800,000
1.110 

Circumstances by reason of which change has occurredDisposal of Shares
Nature of interestDirect
Direct (units)5,625,542 
Direct (%)9.67 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change4,825,542
Date of notice15/08/2014


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