December 26, 2014

Company announcements: MLGLOBAL, WCT, BRIGHT

MLGLOBAL - Changes in Sub. S-hldr's Int. (29B) - MEJ. (K) DATO' SRI LIM HOCK SING

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameML GLOBAL BERHAD  
Stock Name MLGLOBAL  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141224-84388

Particulars of substantial Securities Holder

NameMEJ. (K) DATO' SRI LIM HOCK SING
Address83, Jalan SS7/2, Kelana Jaya
47301 Petaling Jaya, Selangor Darul Ehsan
NRIC/Passport No/Company No.630530-10-7291
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary shares of RM0.50 each
Name & address of registered holder1. M & A Nominee (Tempatan) Sdn Bhd Bahari & Bahari for LBS Bina Group Berhad
No 45-1 & 47-1, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur

2. LBS Bina Group Berhad
Plaza Seri Setia, Level 1-4, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired23/12/2014
68,000
0.340 
Acquired24/12/2014
240,000
0.370 

Circumstances by reason of which change has occurredAcquired of shares via open market transactions
Nature of interestIndirect
Direct (units)
Direct (%)
Indirect/deemed interest (units)18,639,023 
Indirect/deemed interest (%)20.79 
Total no of securities after change18,639,023
Date of notice26/12/2014


WCT - Notice of Shares Buy Back by a Company pursuant to Form 28A

Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company NameWCT HOLDINGS BERHAD  
Stock Name WCT  
Date Announced26 Dec 2014  
CategoryNotice of Shares Buy Back by a Company Pursuant to Form 28A
Reference NoWW-141224-6F23A

Date of buy back from12/12/2014
Date of buy back to16/12/2014
CurrencyMalaysian Ringgit (MYR)
Total number of shares purchased (units)632,500
Minimum price paid for each share purchased ($$)1.450
Maximum price paid for each share purchased ($$)1.500
Total amount paid for shares purchased ($$)934,564.84
The name of the stock exchange through which the shares were purchased Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units)632,500
Total number of shares retained in treasury (units)14,965,870
Number of shares purchased which were cancelled (units)0
Total issued capital as diminished
Date lodged with registrar of companies26/12/2014
Lodged by WCT Holdings Berhad


BRIGHT - Changes in Sub. S-hldr's Int. (29B) - Dato' Wong Shee Kai

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBRIGHT PACKAGING INDUSTRY BERHAD  
Stock Name BRIGHT  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141226-64079

Particulars of substantial Securities Holder

NameDato' Wong Shee Kai
AddressNo. 5, Jalan Enak 2, Taman Gembira, 58200 Kuala Lumpur
NRIC/Passport No/Company No.811212-14-5957
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderWong SK Holdings Sdn Bhd
No. 35-1, Jalan Bandar 16, Pusat Bandar Puchong, 47100 Puchong, Selangor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/12/2014
2,202,000
 

Circumstances by reason of which change has occurredPurchase in open market
Nature of interestIndirect
Direct (units) 
Direct (%) 
Indirect/deemed interest (units)44,802,877 
Indirect/deemed interest (%)31.37 
Total no of securities after change44,802,877
Date of notice25/12/2014

Remarks :
1. Deemed interest by virtue of his shareholdings in Wong SK Holdings Sdn Bhd pursuant to Section 6A of the Companies Act, 1965

2. The Form 29B was received by the Company on 26 December 2014


BRIGHT - Changes in Sub. S-hldr's Int. (29B) - Wong SK Holdings Sdn Bhd

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameBRIGHT PACKAGING INDUSTRY BERHAD  
Stock Name BRIGHT  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141226-63593

Particulars of substantial Securities Holder

NameWong SK Holdings Sdn Bhd
AddressNo. 35-1, Jalan Bandar 16, Pusat Bandar Puchong, 47100 Puchong, Selangor
NRIC/Passport No/Company No.729123-K
Nationality/Country of incorporationIncorporated in Malaysia
Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
Name & address of registered holderWong SK Holdings Sdn Bhd
No. 35-1, Jalan Bandar 16, Pusat Bandar Puchong, 47100 Puchong, Selangor

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired19/12/2014
2,202,000
 

Circumstances by reason of which change has occurredPurchase in open market
Nature of interestDirect
Direct (units)44,802,877 
Direct (%)31.37 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change44,802,877
Date of notice25/12/2014

Remarks :
The Form 29B was received by the Company on 26 December 2014


Company announcements: MYETFDJ, MYETFID, E&O, KIANJOO, F&N, BJFOOD, ARMADA, SKPETRO, AEON

MYETFDJ - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameMYETF DOW JONES ISLAMIC MARKET MALAYSIA TITANS 25  
Stock Name MYETFDJ  
Date Announced26 Dec 2014  
CategoryGeneral Announcement
Reference NoOB-141226-B3082

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: MYETFDJ
NAV per unit (RM): 1.1507
Units in circulation (units): 251,900,000.00
Manager's Fee (p.a.): 0.40
Trustee's Fee (% p.a.): 0.05
Index License Fee (% p.a.): 0.04
DJIM25 Index : 1,005.93



MYETFID - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameMYETF MSCI MALAYSIA ISLAMIC DIVIDEND  
Stock Name MYETFID  
Date Announced26 Dec 2014  
CategoryGeneral Announcement
Reference NoOB-141226-B3085

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: MYETFID
NAV per unit (RM): 0.9976
Units in circulation (units): 21,600,000.00
Manager's Fee (p.a.): 0.40
Trustee's Fee (% p.a.): 0.045
Index License Fee (% p.a.): 0.06
MSCI Malaysia IMI Islamic HDY 10/40 Index: 2,277.03



E&O - Changes in Sub. S-hldr's Int. (29B) - Dato' Tham Ka Hon

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameEASTERN & ORIENTAL BERHAD  
Stock Name E&O    
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoE&-141223-784B8

Particulars of substantial Securities Holder

NameDato' Tham Ka Hon
AddressNo. 2, Seventy Damansara
Jalan Damansara
Damansara Heights
50480 Kuala Lumpur
NRIC/Passport No/Company No.530413-10-5029
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary stock units of RM1.00 each
Name & address of registered holderCIMSEC Nominees (Tempatan) Sdn Bhd
17th Floor Menara CIMB, Jalan Stesen Sentral 2
Kuala Lumpur Sentral, 50490 Kuala Lumpur.

Account: CIMB Bank Berhad for Morning Crest Sdn Bhd (CBM)

Account: CIMB Bank Berhad for Pusaka Setia Sendirian Berhad (CBM)

Account: CIMB Bank Berhad for Tham Ka Hon (CBM)

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired26/12/2014
11,371,928
 
Acquired26/12/2014
3,635,233
 
Disposed26/12/2014
11,371,928
 
Disposed26/12/2014
3,635,233
 

Circumstances by reason of which change has occurred(1) Indirect Interest - Acquisition via Direct Business Transaction (“DBT”) by Morning Crest Sdn Bhd (“MCSB”) from Pusaka Setia Sendirian Berhad (PSSB”).

Deemed interest by virtue of Section 6A(4) of the Companies Act, 1965 held through MCSB.

(2) Indirect Interest - Acquisition via DBT by MCSB from Dato’ Tham Ka Hon.

Deemed interest by virtue of Section 6A(4) of the Companies Act, 1965 held through MCSB.

(3) Indirect Interest – Disposal via DBT by PSSB to MCSB.

Deemed interest by virtue of Section 6A(4) of the Companies Act, 1965 held through PSSB.

(4) Direct Interest -Disposal via DBT by Dato’ Tham Ka Hon to MCSB.
Nature of interestDirect and Indirect
Direct (units)42,250,000 
Direct (%)3.8 
Indirect/deemed interest (units)78,917,161 
Indirect/deemed interest (%)7.1 
Total no of securities after change121,167,161
Date of notice26/12/2014


KIANJOO - Changes in Sub. S-hldr's Int. (29B) - DATO' SEE TEOW CHUAN

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameKIAN JOO CAN FACTORY BERHAD  
Stock Name KIANJOO  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoKJ-141226-724DE

Particulars of substantial Securities Holder

NameDATO' SEE TEOW CHUAN
Address12-G JALAN DUNGUN
DAMANSARA HEIGHTS
50490 KUALA LUMPUR
NRIC/Passport No/Company No.410105-71-5187
Nationality/Country of incorporationMALAYSIAN
Descriptions (Class & nominal value)ORDINARY SHARES OF RM0.25 EACH
Name & address of registered holderDATO' SEE TEOW CHUAN
12-G JALAN DUNGUN
DAMANSARA HEIGHTS
50490 KUALA LUMPUR

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired01/12/2014
27,000
 

Circumstances by reason of which change has occurredAcquisition of direct interest in open market on 1 December 2014 to 5 December 2014 and 8 December 2014 to 11 December 2014.
Nature of interestDirect
Direct (units)34,968,133 
Direct (%)7.87 
Indirect/deemed interest (units)2,179,985 
Indirect/deemed interest (%)0.49 
Total no of securities after change37,148,118
Date of notice26/12/2014

Remarks :
Direct : 34,968,133 shares (7.87% of the total issued and paid-up share capital)
(Includes all entitlement from distribution in specie of shares by Kian Joo Holdings Sdn Bhd - In Liquidation)

Indirect : 2,179,985 shares (0.49% of the total issued and paid-up share capital)
(Deemed interest by virtue of Section 6A of the Companies Act, 1965 via See Teow Chuan Holdings Sdn Bhd)

The notice of change in interest (Form 29B) of Dato' See Teow Chuan was received by the Company on 26 December 2014.


F&N - Final Dividend

Announcement Type: Entitlements (Notice of Book Closure)
Company NameFRASER & NEAVE HOLDINGS BHD  
Stock Name F&N    
Date Announced26 Dec 2014  
CategoryEntitlements (Notice of Book Closure)
Reference NoF&-141024-D05C9

EX-date28/01/2015
Entitlement date30/01/2015
Entitlement time04:00:00 PM
Entitlement subjectFinal Dividend
Entitlement descriptionA final single tier dividend of 33 sen per share for the financial year ended 30 September 2014
Period of interest payment to
Financial Year End30/09/2014
Share transfer book & register of members will be to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone noTricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Tel: 03-2264 3883
Payment date 26/02/2015
a.Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers30/01/2015 
b.Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit 
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable) 
Entitlement indicatorCurrency
CurrencyMalaysian Ringgit (MYR)
Entitlement in Currency0.33

Remarks :
The payment of the final dividend is subject to shareholders' approval at the coming annual general meeting.


BJFOOD - BJFOOD-EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")

Announcement Type: Listing Circular
Company NameBERJAYA FOOD BERHAD  
Stock Name BJFOOD  
Date Announced26 Dec 2014  
CategoryListing Circular
Reference NoNE-141226-55061

LISTING'S CIRCULAR NO. L/Q : 72215 OF 2014

Kindly be advised that the abovementioned Company’s additional 25,520 new ordinary shares of RM0.50 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Tuesday, 30 December 2014.

As the said ordinary shares arising from the Scheme above shall not be entitled to the first interim dividend of 2.5 sen single-tier dividend per share declared in respect of the financial year ending 30 April 2015., they will be quoted as "BJFOOD-OA".


ARMADA - 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 NameBUMI ARMADA BERHAD  
Stock Name ARMADA  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoBA-141226-89482

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 RM0.20 each in Bumi Armada Berhad ("BAB Shares")
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd- Employees Provident Fund Board
Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident FD BD (AMUNDI)
Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident FD BD (KIB)
Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident FD BD (AFFIN-HWG
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 FD BD (ARIM)
Citigroup Nominees (Tempatan) Sdn Bhd- Employees Provident FD BD (ABERDEEN)
Level 42, Menara Citibank
165 Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed19/12/2014
1,583,200
 

Circumstances by reason of which change has occurredDisposal of 1,583,200 BAB Shares registered under Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board.
Nature of interestDirect
Direct (units)481,683,000 
Direct (%)8.21 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change481,683,000
Date of notice22/12/2014

Remarks :
This announcement is based on the information in the Notice of Change in the Interests of Substantial Shareholder (Form 29B) dated 22 December 2014 received by the Company on 24 December 2014.

The registered holders of the 481,683,000 BAB Shares are as follows:
1. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident Fund Board
- in respect of 389,673,900 BAB Shares

2. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (AMUNDI)
- in respect of 5,000,000 BAB Shares

3. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (KIB)
- in respect of 2,600,000 BAB Shares

4. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (AFFIN-HWG
- in respect of 27,997,800 BAB Shares

5. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (MAYBAN)
- in respect of 13,000,000 BAB Shares

6. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (KAF FM)
- in respect of 4,151,800 BAB Shares

7. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (NOMURA)
- in respect of 24,414,100 BAB Shares

8. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (ARIM)
- in respect of 1,200,000 BAB Shares

9. Citigroup Nominees (Tempatan) Sdn Bhd
Employees Provident FD BD (ABERDEEN)
- in respect of 13,645,400 BAB Shares


SKPETRO - Changes in Sub. S-hldr's Int. (29B) - Tan Sri Dato' Seri Shahril Shamsuddin

Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Company NameSAPURAKENCANA PETROLEUM BERHAD  
Stock Name SKPETRO  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoSP-141224-3E060

Particulars of substantial Securities Holder

NameTan Sri Dato' Seri Shahril Shamsuddin
AddressNo. 7 Jalan Tasik, The Mines Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan
NRIC/Passport No/Company No.610322-03-5029
Nationality/Country of incorporationMalaysian
Descriptions (Class & nominal value)Ordinary Shares of RM1.00 each
Name & address of registered holderJurudata Sdn Bhd
Sapura@Mines, No. 7 Jalan Tasik, The Mines Resort City, 43300 Seri Kembangan, Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Acquired22/12/2014
100,000
 
Acquired23/12/2014
1,171,000
 

Circumstances by reason of which change has occurredAcquisition of shares by Jurudata Sdn Bhd
Nature of interestIndirect
Direct (units)7,876,092 
Direct (%)0.13 
Indirect/deemed interest (units)1,007,544,718 
Indirect/deemed interest (%)16.81 
Total no of securities after change1,015,420,810
Date of notice23/12/2014

Remarks :
The Form 29B dated 23 December 2014 was received on 26 December 2014.

Deemed interested by virtue of being a substantial shareholder of Brothers Capital Sdn Bhd, Sapura Holdings Sdn Bhd, Sapura Technology Sdn Bhd, Sapura Resources Berhad, Sapura Capital Sdn Bhd, Indera Permai Sdn Bhd and Jurudata Sdn Bhd pursuant to Section 6A of the Companies Act, 1965.


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

Announcement Type: General Announcement
Company NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced26 Dec 2014  
CategoryGeneral Announcement
Reference NoCC-141226-7FD5E

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionAEON CO. (M) BHD. (“AEON” OR “COMPANY”)
-Sale and Purchase Agreement

1. INTRODUCTION

 

The Board of Directors of AEON (“Board”) is pleased to announce that the Company has on 26 December 2014 entered into a Sale and Purchase Agreement (“SPA”) with Ireka Engineering & Construction Sdn. Bhd. (Company No. 381566-U) having its registered office at Level 18, Wisma Mont’ Kiara, No 1, Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan (“Vendor”) in respect of the acquisition of a part of freehold land held under H.S.(D) 64701, Lot PT 10334, Pekan Senawang, Daerah Seremban, Negeri Sembilan measuring approximately 84,498.36 square meters or 20.88 acres (“Sale Property”) at a purchase price of Ringgit Malaysia Fifty Three Million Six Hundred and Sixty Two Thousand Four Hundred Thirty Five and Sen Twenty (RM53,662,435.20) Only (“Purchase Price”) for the purpose of contructing and operating a shopping centre with car parks and departmental stores cum supermarket (“Complex”) in accordance with all the terms and conditions as stipulated in the SPA (“Acquisition”).

 

2. THE ACQUISITION

 

2.1  Information on the Sale Property

 

(a)  Ong Poh Lan (NRIC No. 350702-04-5028) (“Land Owner”) is the registered land owner of the freehold land held under H.S.(D) 64701, Lot PT 10334, Pekan Senawang, Daerah Seremban, Negeri Sembilan measuring approximately 215,500 square meters or 2,319,642 square feet or 53.25 acres (“Development Land”).

 

(b)  The Vendor has entered into an agreement to acquire part of the Development Land from the Land Owner measuring approximately 84,498.36 square meters or 909,532.8 square feet or 20.88 acres (“Shopping Centre Land”) via a Sale and Purchase Agreement entered into between the Land Owner and the Vendor dated 26th December 2014.

 

(c)  The Vendor shall, at its own cost and expense, apply for and obtain the necessary approval from the relevant authorities for the surrender, subdivision and re-alienation of the Development Land (“Surrender and Re-alienation”) in accordance with the master layout including amendments thereto as may be approved by the relevant authorities from time to time (“Master Layout Plan”) and procure the issuance of a separate document of title measuring approximately 84,498.36 square meters or 909,532.8 square feet or 20.88 acres with the land use of “building” or its equivalent with an express condition of “Commercial Building – Shopping Centre” or other appropriate description as approved by the relevant authorities to allow the construction and operation of the Complex on the Shopping Centre Land.

 

(d)  The Vendor is desirous of selling the Shopping Centre Land, subject to the final survey measurement of the size of the Shopping Centre Land which shall exclude the external perimeter drains outside the new boundary of the Shopping Centre Land and to be stated in the new separate document of freehold title after the Surrender and Re-alienation to the Company, and the Company is desirous of purchasing the Shopping Centre Land.

 

(e)  The Vendor and the Company have mutually agreed to enter into a SPA for the purpose of the sale of the Shopping Centre Land to the Company free from all encumbrances, caveats, liens and other restraints with vacant possession but otherwise subject to all the conditions whether express or implied and restrictions-in-interest endorsed on the separate document of title upon issuance of the same and upon the terms and conditions stipulated in the SPA.

 

(f)  The Vendor and the Company have also agreed concurrent with the execution of the SPA enter into a Construction Agreement (Construction Agreement), for the purpose of appointing the Vendor, at the Company’s costs and expenses, to construct a Complex on the Shopping Centre Land. The construction of the Complex shall be in accordance with the terms and conditions of the Construction Agreement.

 2.2 Basis of arriving at the purchase consideration

The purchase consideration for the Acquisition amounting to Ringgit Malaysia Fifty Three Million Six Hundred and Sixty Two Thousand Four Hundred And Thirty Five and Sen Twenty (RM53,662,435.20 ) Only (“Purchase Price”) is arrived at a rate of Ringgit Malaysia Fifty Nine (RM59.00) Only per square foot based on an estimated total area of 84,498.36 square meters or 909,532.8 square feet or 20.88 acres of the Sale Property which was arrived on a “willing-buyer willing-seller basis in an arm’s-length transaction after taking into consideration the potential development of the Sale Property, the costs of infrastructure works, roadworks and earthworks, the range of market values for similar lands in the vicinity and the valuation carried out by the Company’s valuer, Henry& Butcher Malaysia (NS) Sdn Bhd on 4th March 2013 which adopted the Comparison Method. The company is not able to disclose the net book value of the Sale Property as the said net book value is not made to known to the Company. The Acquisition will be fully satisfied by cash and finances through the Company’s internal generated funds.

2.3  Assumption of liabilities including contingent liabilities and guarantees

 

The Company will not be assuming any liabilities including contingent liabilities and guarantees pursuant to the Acquisition.

  

2.4 Salient terms and conditions of SPA

  

The salient terms and conditions of the SPA among others are as follows:-

  

2.4.1  The Sale and Purchase of the Shopping Centre Land shall be subject to and conditional upon the fulfillment of the following conditions precedent (“Conditions Precedent”) within fifteen (15) months from the date of SPA (“Conditional Period”) and shall be automatically renewed for another three (3) months upon expiry of the Conditional Period (“Renewed Period”) or such other extended date as may be mutually agreed by the parties:-

  

(a) The Vendor shall, at its own cost and expense, procure the execution of the Memorandum of Transfer (“MOT”) from the Landowner for the transfer of the Shopping Centre Land to the Company;

 

(b) The Vendor shall, at its own cost and expense, obtain the approval from the relevant authorities for the surrender and re-alienation of the Development Land for the purposes of the issuance of a separate document of freehold title of the Shopping Centre Land with the land use of “building” or its equivalent with an express condition of “Commercial Building – Shopping Centre” or other appropriate description as approved by the relevant authorities to allow the construction and operation of the Complex;

 

(c) The Vendor shall, at its own cost and expense, obtain the Master Planning Approval from the relevant authorities for the development of the Complex on the Shopping Centre Land and Infrastructure to be erected on the Shopping Centre Land (“Master Planning Approval”);

 

(d) The Vendor shall, at its own cost and expense, obtain the Planning Approval/ Development Order Approval (“Kebenaran Merancang”) for the development of the Complex and all the external Infrastructure to be erected outside of the boundary of the Shopping Centre Land including the ingress and egress points to and from the Shopping Centre Land, road upgrading, installation and commissioning of the traffic light junctions and traffic circulation (“Planning Approval/Development Order”);

 

(e) The Vendor shall, at its own cost and expense, obtain the necessary approvals from the relevant authorities for the construction of the roadworks, ingress and egress points and traffic light junctions ("Roadworks");

(f) The Vendor shall, at its own cost and expense, obtain the approvals from the relevant authorities of the earthwork and Infrastructure and Roadworks of the Shopping Centre Land (“Earthwork Approval and Infrastructure Approval”);

 

(g) The Vendor shall, at its own cost and expense, obtain the approval from the relevant authorities for the transfer of the Shopping Centre Land to the Company, if applicable (“State Authority’s Approval”);

 

(h) The Company shall, at its own cost and expense, obtain the approval for the Building Plan Approval from the relevant authorities for the construction of the Complex based on the Company’s building specifications and design (“Building Plan Approval”);

 

(i) The Company shall, at its own cost and expense, apply for and obtain the approval of the Economic Planning Unit, Prime Minister Department for the acquisition of the Shopping Centre Land in accordance with the terms of the SPA (“EPU Approval”);

 

(j) The Company shall, at its own cost and expense, obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Cooperative and Consumerism for the operation of the Complex as a departmental store cum supermarket on the Shopping Centre Land (“DTC Approval”);

 

(k) The Company shall, at its own costs and expenses, apply for and obtain the approval of the State Authority for the acquisition of the Shopping Centre Land in accordance with the terms of the SPA under Section 433(B) of the National Land Code 1965 (“State Authority 433B Transfer Approval”);

 

(l) The Vendor is an effective 100% owned company of Ireka Corporation Berhad (Company No.25882-A) (“Parent Company”). The Vendor’s Parent Company shall obtain the approval of its shareholders at an extraordinary general meeting within four (4) months upon execution of this Agreement to enable the Vendor to enter into and complete the SPA pursuant to the terms hereto.

  

2.4.2   The Company shall pay the Purchase Price in the following manners, which the events  referred to hereunder are not set out in chronological order and may be fulfilled in any order or manner:-

 

(a) The Company has, prior to the date of the SPA, paid to the stakeholders, the sum of Ringgit Malaysia Five Hundred and Thirty Six Thousand Six Hundred and Twenty Four and Sen Thirty Five (RM536,624.35 ) Only being a sum equivalent to one percent (1%)of the Purchase Price (“Earnest Deposit”), upon the Company’s Management Committee in Japan and the Company’s Board of Directors’ approval having been obtained;

(b) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Four Million Eight Hundred and Twenty Nine Thousand Six Hundred and Nineteen and Sen Seventeen (RM4,829,619.17 ) Only being a sum equivalent to nine percent (9%) of the Purchase Price upon the execution of the SPA as the balance deposit (“Balance Deposit”). The Earnest Deposit and Balance Deposit shall hereinafter collectively be referred to as the “Deposit” and shall form part of the Purchase Price;

(c) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six Thousand Two Hundred and Fourty Three And Sen Fifty Two (RM5,366,243.52) Only being a sum equivalent to ten percent (10%) of the Purchase Price (“First Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that the DTC Approval and the EPU Approval have been duly granted by the relevant authorities, whichever is later;

(d) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six Thousand Two Hundred and Fourty Three And Sen Fifty Two (RM 5,366,243.52 ) Only being a sum equivalent to ten percent (10%) of the Purchase Price (“Second Payment”) not later than fourteen (14) days from the date of the Company’s receipt of the written notice from the Vendor that the Planning Approval/Development Order has been duly granted by the relevant authorities;

(e) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Ten Million Seven Hundred and Thirty Two Thousand Four Hundred and Eighty Seven and Sen Four (RM10,732,487.04 ) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (“Third Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that the Building Plan Approval has been duly granted by the relevant authorities;

(f) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six Thousand Two Hundred Forty Three And Sen Fifty Two(RM 5,366,243.52 ) Only being a sum equivalent to ten percent (10%) of the Purchase Price (“Fourth Payment”) not later than fourteen (14) days from the date of the Company’s receipt of the written notice from the Vendor that the Earthwork Approval has been duly granted by the relevant authorities;

(g) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Ten Million Seven Hundred and Thirty Two Thousand Four Hundred and Eighty Seven and Sen Four (RM 10,732,487.04 ) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (“Fifth Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that the State Authority 433B Transfer Approval has been duly approved by the relevant authorities or from the date of the Company’ receipt of the written notice from the Vendor that the State Authority’s Approval for the sale of land has been duly obtained (if applicable), whichever is later;

(h) The Company shall pay to the stakeholders the sum Ringgit Malaysia Ten Million Seven Hundred and Thirty Two Thousand Four Hundred and Eighty Seven and Sen Four (RM10,732,487.04 ) Only being a sum equivalent to twenty percent (20%) of the Purchase Price ( “Final Payment”) two (2) months after the SPA become unconditional on the date on which the last of the Conditions Precedent has been duly fulfilled or waived, as the case may be.

 

2.4.3  In the event that the size of the area of Shopping Centre Land as shown in the final issue document of title of the Shopping Centre Land is less than or more than estimated size, the Purchase Price shall be recomputed based on Ringgit Malaysia Fifty Nine (RM59.00) Only per square foot pursuant to the terms of the SPA.

 

2.5  Background Information on the Vendor 

 

The Vendor is a private limited company incorporated in Malaysia having its registered office at Level 18, Wisma Mont’ Kiara, No 1, Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan. The present authorised share capital of the Vendor is RM100,000,000.00 divided into 100,000,000 ordinary shares of RM1.00 each, of 70,000,000 ordinary shares have been issued and fully paid-up. The nature of business of the Vendor is relating to civil, structural and building construction, earthworks and renting of construction plant and machinery.

2.6 Completion Date

  

(a)  The completion of the SPA of the Shopping Centre Land hereunder shall take place on the day the transfer documents are presented or caused to be presented for registration at the relevant land office/registry (“Completion Date”) and in the event the Company has not presented or caused to be presented the transfer documents for registration at the relevant land office/registry by the expiry of fourteen (14) day from the date of its receipts of the transfer documents specified below (“Presentation Period”) for any reason whatsoever, by the last day of the Presentation Period shall be deemed the Completion Date.

 

(b)  The transfer documents shall consist of the followings:-

 

(i)    The issue document of title of the Shopping Centre Land with the name of the Land Owner, duly endorsed as the registered owner;

(ii)  The current quit rent and assessment receipt for the Shopping Centre Land; and

(iii) Such other documents of the land Owner and/or the Vendor (if any) required by the relevant land office/registry, to effect the registration of the Shopping Centre Land in favour of the Company free from encumbrances.

 

(The aforesaid documents shall be hereinafter be collectively referred to as the “Transfer Documents”).

 

(c)  The Company shall notify the Vendor of the presentation of the Transfer Documents for registration at the relevant land office/registry as soon as practicable but no later than three (3) days from the date of the actual presentation.

 

3. RATIONALE FOR THE ACQUISITION INCLUDING ANY BENEFIT WHICH IS EXPECTED TO ACCRUE

 The Acquisition is in line with AEON’s corporate strategy of accelerating the expansion of its retail business through opening of new shopping centres and outlets.

4. FINANCIAL EFFECTS OF THE ACQUISITION

  The Acquisition is not expected to have any material impact on the earnings per share, net assets per share and gearing of the Company. There will be no change in the share capital and substantial shareholders’ shareholding of the Company. 

 

 

5. PROSPECT

 
 The Acquisition is part of the Company’s expansion plan for opening new mall and outlets in strategic locations for the convenience of customers. The Acquisition is expected to contribute positively to future earnings and net assets of the Company.
 

 

  

6. APPROVALS REQUIRED AND ESTIMATED TIMEFRAME


 The Acquisition is not subject to approval of the shareholders of AEON. Barring any unforeseen circumstances, the approvals required from the relevant authorities are disclosed in Item 2.4 above and expected to be obtained within fifteen (15) months from the date of the SPA or such other extended date as may be mutually agreed by the parties.
 

 

 

7. DIRECTORS’AND MAJOR SHAREHOLDERS’ INTERESTS


 None of the Directors and/or major shareholders of AEON and/or persons connected to them has any interest, direct or indirect, in relation to the Acquisition.
 

 

 

8. DIRECTORS’RECOMMENDATIONS


 The Board having considered all aspects of the Acquisition is of the opinion that the Acquisition is in the best interests of AEON.
 

9. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SPA executed on 26 December 2014 and the valuation report by Henry & Butcher Malaysia (NS) Sdn Bhd dated 4th March 2013 is available for inspection at the registered office of AEON at 3rd Floor, AEON Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

This is a voluntary announcement made under Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

This announcement is dated 26 December 2014.

  


AEON - 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 NameAEON CO. (M) BHD  
Stock Name AEON  
Date Announced26 Dec 2014  
CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
Reference NoCC-141226-22CFB

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 RM0.50 each
Name & address of registered holderCitigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (NOMURA)
Level 42, Menara Citibank
165, Jalan Ampang
50450 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transactionDate of change
No of securities
Price Transacted (RM)
Disposed22/12/2014
217,200
 

Circumstances by reason of which change has occurredDisposal of Share
Nature of interestDirect
Direct (units)99,671,100 
Direct (%)7.0991 
Indirect/deemed interest (units) 
Indirect/deemed interest (%) 
Total no of securities after change99,671,100
Date of notice23/12/2014

Remarks :
The total number of 99,671,100 Ordinary Shares of RM0.50 each are held as follows:

1) 62,952,300 Ordinary Shares of RM0.50 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board

2) 2,000,000 Ordinary Shares of RM0.50 each are registered in the name of Employees Provident Fund Board

3) 3,670,000 Ordinary Shares of RM0.50 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (NOMURA)

4) 11,775,700 Ordinary Shares of RM0.50 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (CIMB PRI)

5) 378,500 Ordinary Shares of RM0.50 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (TEMPLETON)

6) 18,894,600 Ordinary Shares of RM0.50 each are registered in the name of Citigroup Nominees (Tempatan) Sdn Bhd - Employees Provident Fund Board (ABERDEEN)

The Form 29B was received by the Company on 26 December 2014.