MAA - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):RELATED PARTY TRANSACTIONS
| Company Name | MAA GROUP BERHAD |
| Stock Name | MAA |
| Date Announced | 24 Dec 2014 |
| Category | General Announcement |
| Reference No | CM-141223-58500 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| Description | MAA GROUP BERHAD (“MAAG” or “the Company”) DISPOSAL OF 51% EQUITY INTEREST HELD IN MAACA LABUAN LTD (“MAACA LABUAN”) BY MAA CORPORATE ADVISORY SDN BHD (“MAACA”) AND THE COMPANY TO A RELATED PARTY (“SHARE SALE”) |
1. INTRODUCTION Pursuant to Paragraphs 9.19(24) and 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements of Bursa Malaysia”), the Board of Directors of the Company wishes to announce that MAACA, a wholly-owned subsidiary company of MAA Corporation Sdn Bhd which in turn is a wholly-owned subsidiary company of MAAG had on 24 December 2014 entered into a Share Sale Agreement (“SSA”) with Datuk David Rashid bin Ghazalli (“the Purchaser”) and disposed its 51% equity interest held in MAACA Labuan, comprising of 51 issued and paid up ordinary shares of USD1 each, for a total cash consideration of Ringgit Malaysia Sixty Six Thousand Seven Hundred and Seventy Six only (RM66,776.00) (“Disposal Consideration”). The Share Sale is a related party transaction by virtue of the directorships held by the Purchaser in MAACA, MAACA Labuan and TYRG Labuan Ltd (“TYRG”), the other shareholder of MAACA Labuan which is incorporated in Labuan under the Labuan Companies Act, 1990, and the Purchaser’s shareholdings in TYRG. 2. SHARE SALE 2.1 Information of MAACA Labuan MAACA Labuan is currently dormant and was incorporated on 25 July 2005 under the Labuan Companies Act, 1990, to carry on the business of providing offshore corporate advisory and consultancy services. MAACA Labuan has an authorized share capital of USD 10,000 comprising of 10,000 ordinary shares of USD1 each, of which 100 ordinary shares of USD1 each have been issued and fully paid up. The directors of MAACA Labuan are Datuk David Rashid bin Ghazali and Tunku Yahaya @ Yahya bin Tunku Tan Sri Abdullah. The other shareholder holding 49% equity interest in MAACA Labuan is TYRG, a company incorporated in Labuan under the Labuan Companies Act 1990. TYRG has an authorized share capital of USD 10,000 comprising of 10,000 ordinary shares of USD1, of which 100 ordinary shares of USD1 each have been issued and fully paid up. The shareholders of TYRG are Datuk David Rashid bin Ghazali and Tunku Dato’ Ya’acob bin Tunku Tan Sri Abdullah, each holding 50% equity interest. Datuk David Rashid bin Ghazali is also the sole director of TYRG. 2.2 Information of the Purchaser The Purchaser is a Director of MAACA, MAACA Labuan and TYRG. The Purchaser is a major shareholder of MAACA Labuan through his 50% equity interest in TYRG. The Purchaser has abstained from deliberating and voting on the relevant resolutions for the approval of the Share Sale. 2.3 Salient Features of the SSA and Disposal Consideration MAACA shall sell and the Purchaser shall purchase 51 ordinary shares of USD 1 each from MAACA free from all encumbrances for a Disposal Consideration of RM66,776.00. The Disposal Consideration was arrived at on a willing buyer and willing seller basis after taking into consideration the net assets of MAACA Labuan as at 30 November 2014 of RM66,776.00. 2.4 Rationale for the Share Sale The Share Sale forms part of the strategic plan of the Company to down size and scale down the operational costs of MAACA. The Share Sale also represents an opportunity for the Company and MAACA to divest a dormant subsidiary company instead of undertaking other options of voluntary winding-up and/or de-registration that would incur additional costs. 2.5 Financial Effects of the Share Sale The Share Sale will not have any effect on the issued and paid-up share capital and substantial shareholding structure of MAAG Group as it is satisfied entirely in cash and would not have any material effect on the earnings and net assets of MAAG Group. 2.6 Utilisation of the Sale Proceeds from the Share Sale The cash proceeds from the Share Sale will be utilised for working capital of the MAAG Group of Companies and expenses incidental to the Share Sale. 2.7 Highest Percentage Ratio Applicable to the Share Sale Pursuant to Paragraph 10.02(g) of the Listing Requirements of Bursa Malaysia. Based on MAAG’s audited consolidated financial statements for the financial year ended 31 December 2013, the highest Percentage Ratio applicable to the Share Sale is 0.02%. 3. APPROVALS REQUIRED The Share Sale is not subject to the approval of the shareholders of MAAG or any government or approving authorities. 4. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST Save as disclosed above, no other Directors or substantial shareholders or persons connected to the directors or substantial shareholders have any interest, direct or indirect, in the Share Sale. 5. DIRECTORS' STATEMENTS The Board of Directors of MAAG having considered all aspects of the Share Sale, is of the opinion that the Share Sale is fair and reasonable and is in the best interest of MAAG Group. This announcement is dated 24 December 2014.
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DRBHCOM - Changes in Sub. S-hldr's Int. (29B) - EMPLOYEES PROVIDENT FUND BOARD
| Company Name | DRB-HICOM BERHAD |
| Stock Name | DRBHCOM |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | DD-141224-CC473 |
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 | Citigroup Nominees (Tempatan) Sdn Bhd 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) |
| Disposed | 19/12/2014 | 500,000 |
| Remarks : |
| The Form 29B was received by the Company on 24 December 2014. |
IOICORP - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | IOI CORPORATION BERHAD |
| Stock Name | IOICORP |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | IC-141224-BE659 |
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 RM0.10 each |
| Name & address of registered holder | Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (Acquisition of 2,000,000 shares on 19 December 2014. Following the acquisition, currently held 573,181,973 shares.) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AMUNDI) (There is no change in shareholding. Currently held 5,000,000 shares.) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (AM INV) (There is no change in shareholding. Currently held 4,544,186 shares.) Citigroup Nominees (Tempatan) Sdn Bhd Employees Provident Fund Board (NOMURA) (There is no change in shareholding. Currently held 11,099,600 shares.) |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 19/12/2014 | 2,000,000 |
| Remarks : |
| We received the Form 29B of EMPLOYEES PROVIDENT FUND BOARD on 24 December 2014. |
ECM - Changes in Sub. S-hldr's Int. (29B) - Clear Goal Sdn Bhd
| Company Name | ECM LIBRA FINANCIAL GROUP BERHAD |
| Stock Name | ECM |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | EL-141223-1A5F4 |
Particulars of substantial Securities Holder
| Name | Clear Goal Sdn Bhd |
| Address | 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan |
| NRIC/Passport No/Company No. | 736317-V |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each ("Shares") |
| Name & address of registered holder | Amcorp Group Berhad [Deemed interest - 9,233,430 Shares] 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan Hikkaya Jaya Sdn Bhd [Deemed interest - 16,514,174 Shares] 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan Arab-Malaysian (CSL) Sdn Bhd [Deemed interest - 4,397,533 Shares] 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 23/12/2014 | 99,400 |
| Remarks : |
| The date of change is for the period from 18 to 23 December 2014. This announcement is made on 24 December 2014. |
ECM - Changes in Sub. S-hldr's Int. (29B) - Amcorp Group Berhad
| Company Name | ECM LIBRA FINANCIAL GROUP BERHAD |
| Stock Name | ECM |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | EL-141223-1A5D6 |
Particulars of substantial Securities Holder
| Name | Amcorp Group Berhad |
| Address | 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan |
| NRIC/Passport No/Company No. | 1166-T |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each ("Shares") |
| Name & address of registered holder | Amcorp Group Berhad [Direct interest - 9,233,430 Shares] 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan Hikkaya Jaya Sdn Bhd [Deemed interest - 16,514,174 Shares] 2-01, Block B, Amcorp Tower Amcorp Trade Centre No. 18, Jalan Persiaran Barat 46050 Petaling Jaya Selangor Darul Ehsan |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 23/12/2014 | 99,400 |
| Remarks : |
| The date of change is for the period from 18 to 23 December 2014. This announcement is made on 24 December 2014. |
HAPSENG - Notice of Shares Buy Back by a Company pursuant to Form 28A
| Company Name | HAP SENG CONSOLIDATED BERHAD |
| Stock Name | HAPSENG |
| Date Announced | 24 Dec 2014 |
| Category | Notice of Shares Buy Back by a Company Pursuant to Form 28A |
| Reference No | HS-141224-7F90E |
| Remarks : |
| c.c : Securities Commission |
HAPSENG - Notice of Shares Buy Back - Immediate Announcement
| Company Name | HAP SENG CONSOLIDATED BERHAD |
| Stock Name | HAPSENG |
| Date Announced | 24 Dec 2014 |
| Category | Notice of Shares Buy Back - Immediate Announcement |
| Reference No | HS-141224-BE70B |
| Remarks : |
| cc: Securities Comission |
YNHPROP - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")
| Company Name | YNH PROPERTY BERHAD |
| Stock Name | YNHPROP |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-141224-06B2D |
Particulars of substantial Securities Holder
| Name | Mitsubishi UFJ Financial Group, Inc ("MUFG") |
| Address | 7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330 Japan |
| NRIC/Passport No/Company No. | Nil |
| Nationality/Country of incorporation | Japan |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf,London E14 4QA,United Kingdom |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 18/12/2014 | 4,700 |
| Remarks : |
| Received notice dated 23 December 2014 from MUFG on 24 December 2014. This announcement is dated 24 December 2014. |
YNHPROP - Changes in Sub. S-hldr's Int. (29B) - Mitsubishi UFJ Financial Group, Inc ("MUFG")
| Company Name | YNH PROPERTY BERHAD |
| Stock Name | YNHPROP |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | CC-141224-F6632 |
Particulars of substantial Securities Holder
| Name | Mitsubishi UFJ Financial Group, Inc ("MUFG") |
| Address | 7-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo, 100-8330 Japan |
| NRIC/Passport No/Company No. | Nil |
| Nationality/Country of incorporation | Japan |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf,London E14 4QA,United Kingdom |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 17/12/2014 | 146,100 |
| Remarks : |
| Received notice dated 22 December 2014 from MUFG on 24 December 2014. This announcement is dated 24 December 2014. |
INSAS - Changes in Sub. S-hldr's Int. (29B) - Dato' Sri Thong Kok Khee
| Company Name | INSAS BERHAD |
| Stock Name | INSAS |
| Date Announced | 24 Dec 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | II-141222-35176 |
Particulars of substantial Securities Holder
| Name | Dato' Sri Thong Kok Khee |
| Address | 74 Jalan Setiakasih Damansara Heights 50490 Kuala Lumpur |
| NRIC/Passport No/Company No. | 541211-08-5713 |
| Nationality/Country of incorporation | Malaysian |
| Descriptions (Class & nominal value) | Ordinary shares of RM1.00 each |
| Name & address of registered holder | Datin Sri Yeoh Kwee See 74 Jalan Setiakasih Damansara Heights 50490 Kuala Lumpur M & A Investments International Ltd Unit 9, 17th Floor Citicorp Centre 18 Whitfield Road, Causeway Bay, Hong Kong Baktihan Sdn Bhd No. 45-5 The Boulevard Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Immobillaire Holdings Sdn Bhd No. 45-5 The Boulevard Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Ms Thong Mei Chuen 74 Jalan Setiakasih Damansara Heights 50490 Kuala Lumpur Mr Thong Weng Sheng 74 Jalan Setiakasih Damansara Heights 50490 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Acquired | 19/12/2014 | 500,000 | |
| Acquired | 23/12/2014 | 100,000 |
| Remarks : |
| Indirect interest:- 1) Datin Sri Yeoh Kwee See - 504,960 shares (No change) 2) M & A Investments International Limited - 124,420,289 shares (No change) 3) Baktihan Sdn Bhd - 21,746,400 shares (No change) 4) Immobillaire Holdings Sdn Bhd - 13,538,635 shares (No change) 5) Ms Thong Mei Chuen - 110,000 shares (No change) 6) Mr Thong Weng Sheng - 110,000 shares (No change) Dato' Sri Thong is deemed interested by virtue of his spouse's and children's interest in the Company and his substantial interest in M & A Investments International Limited, Immobillaire Holdings Sdn Bhd and Baktihan Sdn Bhd pursuant to Section 134 and Section 6A of the Companies Act, 1965. |
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