August 20, 2014

Company announcements: OLDTOWN, ICON, PNEPCB, HCK, PERDANA, KOSSAN, IRETEX, WZSATU, TOMYPAK

OLDTOWN - Notice of Shares Buy Back - Immediate Announcement

Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company NameOLDTOWN BERHAD  
Stock Name OLDTOWN  
Date Announced20 Aug 2014  
CategoryNotice of Shares Buy Back - Immediate Announcement
Reference NoCK-140820-6C57D

Date of buy back20/08/2014
Description of shares purchasedOrdinary Shares of RM1.00 each
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)90,000
Minimum price paid for each share purchased ($$)2.010
Maximum price paid for each share purchased ($$)2.020
Total consideration paid ($$)182,579.23
Number of shares purchased retained in treasury (units)90,000
Number of shares purchased which are proposed to be cancelled (units)0
Cumulative net outstanding treasury shares as at to-date (units)1,879,800
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 (%)0.4144


ICON - OTHERS (Amended Announcement)

Announcement Type: General Announcement
Company NameICON OFFSHORE BERHAD  
Stock Name ICON  
Date Announced20 Aug 2014  
CategoryGeneral Announcement
Reference NoIO-140820-7252A

TypeAnnouncement
SubjectOTHERS
DescriptionJOINT 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 on 21 July 2014 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 of which the consideration sum is yet to be determined; and

 

The Proposed JVA will also require IBSB to procure financing from a licensed financial institution to complete the disposal of the Vessel by IKLI (“Vessel Financing”). As per our announcement on 8 August 2014, the proceeds from the disposal will be used to replenish the temporary utilisation of IPO proceeds and 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:

  1. The execution of the JV Agreement, MOA and completion of the Vessel Financing; and
  2. The completion of the Share Subscriptions (as defined below).

Business and Obligation

The business of IBSB shall be to invest, acquire, own and lease offshore support vessels.

ICON’s Obligations

  1. Assist in the operation of the offshore support vessels.
  2. Manage, maintain and service the offshore support vessels during the charter period.
  3. Where required, the transfer of knowledge and training of local (Brunei) shore based staff.

ZELL’s Obligations

  1. Obtain and maintain the requisite license with BSP or other relevant charterers in Brunei.
  2. Assist in securing charter contracts with BSP or other relevant charterers in Brunei.
  3. Procure the financing for the acquisition of offshore support vessels on behalf of IBSB.

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.



PNEPCB - Change in Audit Committee

Announcement Type: Change in Audit Committee
Company NamePNE PCB BERHAD  
Stock Name PNEPCB  
Date Announced20 Aug 2014  
CategoryChange in Audit Committee
Reference NoCC-140820-9691A

Date of change20/08/2014
NameDato' Sri Ahmad Said Bin Hamdan
Age62
NationalityMalaysian
Type of changeAppointment
DesignationChairman of Audit Committee
DirectorateIndependent & Non Executive
QualificationsB.A. (HONS.)Humanities, Universiti Sains Malaysia
Master of Science in Criminology, Indiana State of University, United States of America.  
Working experience and occupation He has served the Government in various divisions for 34 years and has extensive experience in the investigation, intelligence, preventions and prosecution. He was promoted to the Director General of Anti-Corruption Agency of Malaysia in 2008 and has been the First Chief Commissioner of Malaysia Anti-Corruption Commission formed in 2009.

He currently serve as the Board Deputy Advisor for Koperasi Tanjong Keramat, Kota Kinabalu, Sabah and sits in the Board of few public companies. 
Directorship of public companies (if any)AT Systematization Berhad, DGB Asia Berhad and Sanichi Technology 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 
Composition of Audit Committee (Name and Directorate of members after change)Chairman - Dato' Sri Ahmad Said Bin Hamdan (Independent Non-Executive Director)
Member - Mr Roy Winston George (Independent Non-Executive Director)
Member - YM Tunku Yan Nazihah Bte Tunku Laksamana Nasir (Independent Non-Executive Director)


HCK - GENERAL MEETINGS: OUTCOME OF MEETING

Announcement Type: General Meetings
Company NameHCK CAPITAL GROUP BERHAD  
Stock Name HCK  
Date Announced20 Aug 2014  
CategoryGeneral Meetings
Reference NoHC-140820-56086

Type of MeetingEGM
IndicatorOutcome of Meeting
Date of Meeting20/08/2014
Time12:00 PM
VenueWisma HCK
No. 6, Jalan 19/1B, Seksyen 19
46300 Petaling Jaya
Selangor Darul Ehsan
Outcome of Meeting

We wish to inform that all the resolutions in relation to the Proposed Private Placement as set out in the Notice dated 22 July 2014 were duly passed at the Extraordinary General Meeting of the Company held at Wisma HCK, No. 6, Jalan 19/1B, Seksyen 19, 46000 Petaling Jaya, Selangor Darul Ehsan on Wednesday, 20 August 2014 at 12.00 p.m.



PERDANA - 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 NamePERDANA PETROLEUM BERHAD  
Stock Name PERDANA  
Date Announced20 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCA-140820-1FBEA

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 holderCITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (KIB)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (HDBS)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (RHB INV)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (MAYBAN)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (KAF FM)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (NOMURA)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FUND BOARD (CIMB PRI)

CITIGROUP NOMINEES (TEMPATAN) SDN BHD
EMPLOYEES PROVIDENT FD BD (TEMPLETON)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired15/08/2014
670,800
 
Disposed15/08/2014
974,500
 

Circumstances by reason of which change has occurredAcquired & Disposed
Nature of interestIndirect
Direct (units)
Direct (%)
Indirect/deemed interest (units)40,893,440 
Indirect/deemed interest (%)5.54 
Total no of securities after change40,893,440
Date of notice18/08/2014

Remarks :
The Form 29B was received by the Company on 20 August 2014.


KOSSAN - Change in Boardroom

Announcement Type: Change in Boardroom
Company NameKOSSAN RUBBER INDUSTRIES BERHAD  
Stock Name KOSSAN  
Date Announced20 Aug 2014  
CategoryChange in Boardroom
Reference NoKR-140820-63057

Date of change20/08/2014
NameLIM LENG BUNG
Age51
NationalityMALAYSIAN
Type of changeAppointment
DesignationExecutive Director
DirectorateExecutive
QualificationsSecondary level  
Working experience and occupation Has more than 30 years experience in technical rubber products.

Joined Kossan Rubber Industries Bhd in November 1983 on a trainee in the production shop floor and acquired extensive skills and experience over the years. Was promoted to Production Planning and Control Manager in 1989.

Currently in overall charge of Kossan Rubber's technical rubber products department. 
Directorship of public companies (if any)Nil 
Family relationship with any director and/or major shareholder of the listed issueri) Brother of Dato' Lim Kuang Sia
ii) Uncle to Lim Siau Tian, Lim Siau Hing and Lim Ooi Chow
iii)Major shareholder of Company through his shareholding
in Kossan Holdings (M) Sdn Bhd., a substantial
shareholder of the Company. 
Any conflict of interests that he/she has with the listed issuerNone other than the recurrent related party transactions of a revenue or trading nature between the listed group and Kossan Holdings (M) Sdn Bhd already mandated by shareholders. 
Details of any interest in the securities of the listed issuer or its subsidiariesIndirect shareholding of 326,512,480 shares (51.06%) 


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

Announcement Type: General Announcement
Company NameIRE-TEX CORPORATION BERHAD  
Stock Name IRETEX  
Date Announced20 Aug 2014  
CategoryGeneral Announcement
Reference NoCC-140820-59428

TypeAnnouncement
SubjectDEALINGS IN LISTED SECURITIES (CHAPTER 14 OF LISTING REQUIREMENTS)
DEALINGS DURING CLOSED PERIOD
DescriptionPursuant to Paragraph 14.08 of the Listing Requirements of Bursa Malaysia Securities Berhad, Ire-Tex Corporation Berhad (the "Company") wishes to notify Bursa Malaysia Securities Berhad that the Company has on 20 August 2014 received notification from Mr. See Toh Kean Yaw, a Director of the Company, of his dealing in the Company's securities during a closed period. Details of his transaction are set out in the table below.

This announcement is dated 20 August 2014.

Date of transaction

Type of transaction

Consideration in RM per Warrant

No. of Warrants transacted

Direct

Indirect

No. of Warrants

%

No. of Warrants

%

18.08.14

Open market disposal

RM0.155

183,100

0.31

-

-

18.08.14

Open market disposal

RM0.15

100,000

0.17

-

-



WZSATU - Changes in Sub. S-hldr's Int. (29B) - Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced20 Aug 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCS-140820-63311

Particulars of substantial Securities Holder

NameTengku Dato' Uzir Bin Tengku Dato' Ubaidillah
AddressNo. 42, Jalan Medang Tanduk
Bukit Bandaraya
59100 Kuala Lumpur
Wilayah Persekutuan
NRIC/Passport No/Company No.590610-06-5171
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares at RM0.50 each
Name & address of registered holderTengku Dato' Uzir Bin Tengku Dato' Ubaidillah
No. 42, Jalan Medang Tanduk
Bukit Bandaraya
59100 Kuala Lumpur
Wilayah Persekutuan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired20/08/2014
109,700
2.235 

Circumstances by reason of which change has occurredAcquisition (Off market transaction)
Nature of interestDirect
Direct (units)52,561,647 
Direct (%)27.66 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change52,561,647
Date of notice20/08/2014


WZSATU - Changes in Director's Interest (S135) - Tengku Dato' Uzir Bin Tengku Dato' Ubaidillah

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameWZ SATU BERHAD  
Stock Name WZSATU  
Date Announced20 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCS-140820-63032

Information Compiled By KLSE

Particulars of Director

NameTengku Dato' Uzir Bin Tengku Dato' Ubaidillah
AddressNo. 42, Jalan Medang Tanduk
Bukit Bandaraya
59100 Kuala Lumpur
Wilayah Persekutuan
Descriptions(Class & nominal value)Ordinary Shares at RM0.50 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
20/08/2014
109,700
2.235 

Circumstances by reason of which change has occurredAcquisition (Off market transaction)
Nature of interestDirect
Consideration (if any)RM245,181.00 

Total no of securities after change

Direct (units)52,561,647 
Direct (%)27.66 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Date of notice20/08/2014


TOMYPAK - Changes in Director's Interest (S135) - LIM HUN SWEE

Announcement Type: Changes in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Company NameTOMYPAK HOLDINGS BERHAD  
Stock Name TOMYPAK  
Date Announced20 Aug 2014  
CategoryChanges in Director's Interest Pursuant to Section 135 of the Companies Act. 1965
Reference NoCC-140820-64389

Information Compiled By KLSE

Particulars of Director

NameLIM HUN SWEE
Address1189 Jalan Mewah, Bandar Putra, 81000 Kulai, Johor.
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)
Acquired
15/08/2014
20,000
1.210 
Acquired
20/08/2014
35,000
1.220 

Circumstances by reason of which change has occurredAcquisition
Nature of interestDirect
Consideration (if any) 

Total no of securities after change

Direct (units)13,994,000 
Direct (%)12.8 
Indirect/deemed interest (units)
Indirect/deemed interest (%)
Date of notice20/08/2014

Remarks :
This announcement also serve as an announcement pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements for dealings outside closed period. The above acquisition of 55,000 ordinary shares of RM0.50 representing 0.05% of the issued shares of the Company.

The percentage is computed based on the total number of shares in issue net of shares bought back by the Company of 109,340,750 ordinary shares of RM0.50 each as at 20 August 2014.


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