ICON - OTHERS JOINT VENTURE BETWEEN ICON FLEET SDN BHD, A WHOLLY OWNED SUBSIDIARY OF ICON OFFSHORE BERHAD WITH ZELL TRANSPORTATION SDN BHD
| Company Name | ICON OFFSHORE BERHAD |
| Stock Name | ICON |
| Date Announced | 15 Aug 2014 |
| Category | General Announcement |
| Reference No | IO-140815-55458 |
| Type | Announcement |
| Subject | OTHERS |
| Description | JOINT VENTURE BETWEEN ICON FLEET SDN BHD, A WHOLLY OWNED SUBSIDIARY OF ICON OFFSHORE BERHAD WITH ZELL TRANSPORTATION SDN BHD |
INTRODUCTION
Our Board of Directors (“Board”) is pleased to announce that Icon Fleet Sdn Bhd (“IFSB”), our wholly-owned subsidiary, had signed a binding and conditional term sheet (“Term Sheet”) with Zell Transportation Sdn Bhd (“ZELL”) to form a joint venture for the provision of offshore support vessels (“OSV”) to service contracts and operations in Negara Brunei Darussalam (“Brunei”) (“Proposed JVA”).
(ICON and ZELL shall collectively be known as the “Parties”)
The Term Sheet is legally binding and conditional, and forms the basis for the eventual execution of a joint venture agreement (“JV Agreement”) which will govern the relationship of the Parties.
The Proposed JVA will be consummated through Icon Bahtera (B) Sdn Bhd (“IBSB”). IBSB is currently our wholly owned subsidiary with limited liability incorporated in Brunei. Please refer to the para “Shareholding of IBSB” below for further details on shareholdings of IBSB following the completion of the Proposed JVA.
IFSB is our wholly owned subsidiary with limited liability incorporated in Malaysia and is an investment holding company, of which its subsidiaries are involved in the leasing of vessels.
ZELL is a company with limited liability incorporated in Brunei and is involved in the business of vessel chartering. ZELL is a 100% Bumiputera company of Brunei and is registered with Brunei Shell Petroleum (“BSP”).
BACKGROUND
As per our announcement on 8 August 2014, we had through our wholly owned subsidiary, Icon Kayra (L) Inc. (“IKLI”), completed the acquisition of one accommodation work boat known as SK Line 600 (“Vessel”) from Nam Cheong International Ltd. Pursuant to the Proposed JVA, the Vessel will be transferred to IBSB. A memorandum of agreement (“MOA”) between IKLI and IBSB will later be executed to administer the transfer of the Vessel; and
The Proposed JVA will also require IBSB to procure financing from a licensed financial institution to complete the acquisition of the Vessel from IKLI (“Vessel Financing”). As per our announcement on 8 August 2014, the proceeds from the acquisition will be channelled to the expansion of our fleet based on the identified four (4) vessels described in the Prospectus.
As per our announcement on the even date, IBSB had also entered into an agreement to charter the Vessel to ZELL, with BSP as the end customer (“Charter Contract”). IBSB will temporarily charter the Vessel from IKLI to service the Charter Contract until the completion of the Proposed JVA. The contract is for a firm period of five (5) years with an option to extend the hire by a further two (2) years.
SALIENT TERMS AND CONDITIONS OF THE PROPOSED JVA Conditions Precedent The completion of the Proposed JVA shall take place on 1 January 2015 or such other date as the Parties may mutually agree and is conditional upon the fulfilment of, inter alia, the following conditions precedent:
Business and Obligation The business of IBSB shall be to invest, acquire, own and lease offshore support vessels. ICON’s Obligations
ZELL’s Obligations
Shareholding of IBSB The Parties shall unconditionally subscribe for such number of ordinary shares of BND1.00 each in IBSB (“IBSB Shares”) and redeemable convertible preference shares (“RCPS”) as may be required (“Share Subscriptions”); whereby IFSB and ZELL will have a 49% and 51% stake in IBSB respectively. IFSB’s investment in IBSB will be financed by internally generated funds.
FINANCIAL EFFECTS
The Proposed JVA together with the maiden Charter Contract and other future contracts in Brunei are expected to contribute positively to the earnings and net assets of ICON for the financial year ending 31 December 2014 and beyond. Other than disclosed above, the Proposed JVA is not expected to have any material effects on our share capital and shareholding structure.
RATIONALE OF THE PROPOSED JVA
The Proposed JVA is in line with our business strategy and enables us to expand our group of companies’ regional operations into a new market, thereby strengthening our position as one of the largest pure-play OSV providers in Southeast Asia in terms of number of vessels.
RISKS ASSOCIATED WITH THE PROPOSED JVA
Barring any unforeseen circumstances, there are no new significant risk factors associated with the Proposed JVA other than those already disclosed in our prospectus dated 30 May 2014 in relation to our initial public offering.
Our Board has and will continue to exercise due care in considering the risks and benefits associated with the Proposed JVA and will take appropriate measures to plan and integrate this joint venture with its current business operations.
We are of the view that the likelihood and impact of these risks are considered to be manageable within an acceptable level.
DIRECTORS RECOMMENDATION Our Board, after having considered the terms of the Proposed JVA, are of the opinion that the Proposed JVA is fair and in the best interest of the Company.
APPROVALS REQUIRED
None required.
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
None of the Directors, major shareholders and/or persons connected to them has any interest, direct or indirect in the Proposed JVA.
DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Term Sheet is available for inspection at the office located at ICON at Level 12A, East Wing, The Icon, No. 1 Jalan 1/68F, Off Jalan Tun Razak, 55000 Kuala Lumpur, Malaysia for a period of three (3) months from this the date of this announcement during normal office hours from Monday to Friday (except for public holidays).
The announcement is dated 15 August 2014. | |
TRIPLC - Additional Listing Announcement
| Company Name | TRIPLC BERHAD |
| Stock Name | TRIPLC |
| Date Announced | 15 Aug 2014 |
| Category | Additional Listing Announcement (ALA) |
| Reference No | TB-140811-E8DE8 |
1. Details of Corporate Proposal | |
| Whether the corporate proposal involves the issuance of new type and new class of securities? | No |
| Types of corporate proposal | ESOS |
| Details of corporate proposal | Employees' Share Option Scheme 2013/2018 |
| No. of shares issued under this corporate proposal | 51,000 |
| Issue price per share ($$) | MYR 1.110 |
| Par Value ($$) | MYR 1.000 |
Latest issued and paid up share capital after the above corporate proposal in the following | |
| Units | 64,356,285 |
| Currency | MYR 64,356,285.000 |
| Listing Date | 19/08/2014 |
MAXIS - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board ("EPF Board")
| Company Name | MAXIS BERHAD |
| Stock Name | MAXIS |
| Date Announced | 15 Aug 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | MM-140815-5D593 |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board ("EPF 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 RM0.10 each in Maxis Berhad ("Maxis Shares") |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd EPF Board Level 42, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur - in respect of the acquisition of 744,500 Maxis Share |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 12/08/2014 | 744,500 |
| Remarks : |
| This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder (Form 29B) dated 13 August 2014 and received by the Company on 15 August 2014. The registered holders of the 504,838,300 Maxis Shares are as follows:- Directly held 1. Citigroup Nominees (Tempatan) Sdn Bhd EPF Board - in respect of 487,442,700 Maxis Shares 2. EPF Board - in respect of 1,500,000 Maxis Shares Held through nominee 3. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (RHB INV) - in respect of 1,000,000 Maxis Shares 4. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (AM INV) - in respect of 1,782,600 Maxis Shares 5. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (NOMURA) - in respect of 10,405,900 Maxis Shares 6. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (CIMB PRI) - in respect of 1,857,100 Maxis Shares 7. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident FD BD (ARIM) - in respect of 850,000 Maxis Shares |
STAR - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | STAR PUBLICATIONS (MALAYSIA) BERHAD |
| Stock Name | STAR |
| Date Announced | 15 Aug 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | SP-140815-59590 |
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 fully paid |
| Name & address of registered holder | 1. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur 2.Employees Provident Fund Board Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur 3. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (RHB INV) Level 42, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur 4. Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund 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 | 12/08/2014 | 42,900 |
| Remarks : |
| This Form 29B was received by the Company on 15 August 2014. |
CRESNDO - Notice of Shares Buy Back - Immediate Announcement
| Company Name | CRESCENDO CORPORATION BERHAD |
| Stock Name | CRESNDO |
| Date Announced | 15 Aug 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | CC-140815-029B5 |
VS - Changes in Director's Interest (S135) - Ng Yong Kang
| Company Name | V.S. INDUSTRY BERHAD |
| Stock Name | VS |
| Date Announced | 15 Aug 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | VI-140815-1AD08 |
Information Compiled By KLSE
Particulars of Director
| Name | Ng Yong Kang |
| Address | 51 Jalan Mewah Utama 1/4, Bandar Putra, 81000 Kulai |
| Descriptions(Class & nominal value) | Ordinary share of RM1.00 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Acquired | 100,000 | 1.540 |
| Circumstances by reason of which change has occurred | Exercise of options pursuant to ESOS |
| Nature of interest | Direct |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 246,775 |
| Direct (%) | 0.13 |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 15/08/2014 |
| Remarks : |
| The percentage is computed based on the total number of shares in issue of 189,748,722 and after deducting a total of 1,129,336 shares bought back and retained as treasury shares as at 15 August 2014. This announcement serve as an announcement pursuant to the Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above exercise of ESOS represents 0.05% of the issued ordinary shares of the Company. |
VS - Changes in Director's Interest (S135) - Tang Sim Cheow
| Company Name | V.S. INDUSTRY BERHAD |
| Stock Name | VS |
| Date Announced | 15 Aug 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | VI-140815-70B37 |
Information Compiled By KLSE
Particulars of Director
| Name | Tang Sim Cheow |
| Address | 4 Jalan Keruing 15, Taman Bukit Rinting, 81750 Masai, Johor |
| Descriptions(Class & nominal value) | Ordinary share of RM1.00 each |
Details of changes
Currency: Malaysian Ringgit (MYR)
Type of transaction | Date of change | No of securities | Price Transacted (RM) |
Disposed | 20,000 | 2.190 |
| Circumstances by reason of which change has occurred | Disposal |
| Nature of interest | Direct |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 40,000 |
| Direct (%) | 0.02 |
| Indirect/deemed interest (units) | |
| Indirect/deemed interest (%) | |
| Date of notice | 15/08/2014 |
| Remarks : |
| The percentage is computed based on the total number of shares in issue of 189,748,722 and after deducting a total of 1,129,336 shares bought back and retained as treasury shares as at 15 August 2014. This announcement serve as an announcement pursuant to the Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above disposal of shares represents 0.01% of the issued ordinary shares of the Company. |
KOMARK - MULTIPLE PROPOSALS
| Company Name | KOMARKCORP BERHAD |
| Stock Name | KOMARK |
| Date Announced | 15 Aug 2014 |
| Category | General Announcement |
| Reference No | MI-140815-60016 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | KOMARKCORP BERHAD ("KOMARK" OR THE "COMPANY") I. PROPOSED PAR VALUE REDUCTION VIA THE CANCELLATION OF RM0.75 OF THE PAR VALUE OF EVERY EXISTING ORDINARY SHARE OF RM1.00 EACH IN THE ISSUED AND PAID-UP SHARE CAPITAL OF KOMARK PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ("ACT") ("PROPOSED PAR VALUE REDUCTION"); II. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 40,637,005 NEW ORDINARY SHARES OF RM0.25 EACH IN KOMARK ("KOMARK SHARE(S)") ("RIGHTS SHARE(S)") AT AN INDICATIVE ISSUE PRICE OF RM0.30 PER RIGHTS SHARE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING KOMARK SHARES HELD, TOGETHER WITH UP TO 40,637,005 FREE DETACHABLE WARRANTS IN KOMARK ("WARRANT(S)") ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY ONE (1) RIGHTS SHARE SUBSCRIBED FOR, ON AN ENTITLEMENT DATE TO BE DETERMINED LATER AFTER THE PROPOSED PAR VALUE REDUCTION ("PROPOSED RIGHTS ISSUE WITH WARRANTS"); AND III. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF KOMARK ("PROPOSED AMENDMENTS") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS") |
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposals. We refer to the announcements made by RHB Investment Bank Berhad ("RHBIB"), on behalf of the Board of Directors of Komark ("Board"), on 25 April 2014, 24 June 2014 and 1 August 2014. On behalf of the Board, RHBIB wishes to announce that Bursa Malaysia Securities Berhad ("Bursa Securities") had, vide its letter dated 14 August 2014 (which was received on 15 August 2014), resolved to approve the following:- (i) Admission to the Official List and the listing and quotation of up to 40,637,005 Warrants to be issued pursuant to the Proposed Rights Issue with Warrants; (ii) Listing and quotation of up to 40,637,005 new Komark Shares to be issued pursuant to the Proposed Rights Issue with Warrants; and (iii) Listing and quotation of up to 40,637,005 new Komark Shares to be issued pursuant to the exercise of Warrants. The approval granted by Bursa Securities for the Proposed Rights Issue with Warrants is subject to the following conditions:- 1) Komark and RHBIB, being the principal adviser, must fully comply with the relevant provisions under the Main Market Listing Requirements of Bursa Securities pertaining to the implementation of the Proposed Rights Issue with Warrants;
2) Komark and RHBIB to inform Bursa Securities upon the completion of the Proposed Rights Issue with Warrants;
3) Komark and RHBIB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Rights Issue with Warrants is completed; and
4) Komark to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of Warrants as atthe end of each quarter together with a detailed computation of listing fees payable.
This announcement is dated 15 August 2014.
| |
GTRONIC - Changes in Director's Interest (S135) - Lam Voon Kean
| Company Name | GLOBETRONICS TECHNOLOGY BERHAD |
| Stock Name | GTRONIC |
| Date Announced | 15 Aug 2014 |
| Category | Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965 |
| Reference No | CC-140815-42702 |
Information Compiled By KLSE
Particulars of Director
| Name | Lam Voon Kean |
| Address | 9 Reservoir 5th Avenue, 11500 Penang |
| 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) |
Disposed | 6,000 | 4.660 | |
Disposed | 3,000 | 4.860 | |
Disposed | 2,000 | 4.870 | |
Disposed | 5,000 | 4.860 |
| Circumstances by reason of which change has occurred | Open market disposals |
| Nature of interest | Direct / Deemed |
| Consideration (if any) |
Total no of securities after change | |
| Direct (units) | 0 |
| Direct (%) | |
| Indirect/deemed interest (units) | 0 |
| Indirect/deemed interest (%) | |
| Date of notice | 15/08/2014 |
| Remarks : |
| The total percentage of securities disposed is 0.01%. This announcement is also made to comply with Paragraph 14.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. |
GTRONIC - DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS):DEALINGS OUTSIDE CLOSED PERIOD
| Company Name | GLOBETRONICS TECHNOLOGY BERHAD |
| Stock Name | GTRONIC |
| Date Announced | 15 Aug 2014 |
| Category | General Announcement |
| Reference No | CC-140815-6AD9B |
| Type | Announcement | ||||||||||||
| Subject | DEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS) DEALINGS OUTSIDE CLOSED PERIOD | ||||||||||||
| Description | Notification of dealings by a Principal Officer in the securities of Globetronics Technology Bhd ("GTB" or "the Company") outside closed period. | ||||||||||||
Pursuant to paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company wishes to announce that Wong Boon Hooi, a Principal Officer of GTB had transacted dealings in the securities of GTB outside closed period. The details are set out below: Name of Principal Officer : Wong Boon Hooi Direct Interest
This announcement is dated 15 August 2014. | |||||||||||||
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