SLP - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: SLP RESOURCES BERHAD
Stock Name: SLP
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 01/06/2010
Type of change: Demised
Designation: Executive Director
Directorate: Executive
Name: ONG PEIK JOO
Age: 58
Nationality: Malaysian
Qualifications: Co-founder of the Group
Working experience and occupation: 30 years of experience in the polymer industry.
Contributed significantly to the growth of the Group particularly for the implementation of various expansion projects of the Group over the past 20 years.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: She is the wife of the Executive Chairman, Mr. Khaw Khoon Tee and mother of the Managing Director, Mr. Khaw Seang Chuan and the Executive Director, Ms Khaw Choon Hoong.
Mr. Khaw Khoon Tee and Mr. Khaw Seang Chuan are also the major shareholders of the Company.
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Direct: 28,217,526 ordinary shares of RM0.25 each
Indirect: 98,933,333 ordinary shares of RM0.25 each
Company Name: SLP RESOURCES BERHAD
Stock Name: SLP
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 01/06/2010
Type of change: Demised
Designation: Executive Director
Directorate: Executive
Name: ONG PEIK JOO
Age: 58
Nationality: Malaysian
Qualifications: Co-founder of the Group
Working experience and occupation: 30 years of experience in the polymer industry.
Contributed significantly to the growth of the Group particularly for the implementation of various expansion projects of the Group over the past 20 years.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: She is the wife of the Executive Chairman, Mr. Khaw Khoon Tee and mother of the Managing Director, Mr. Khaw Seang Chuan and the Executive Director, Ms Khaw Choon Hoong.
Mr. Khaw Khoon Tee and Mr. Khaw Seang Chuan are also the major shareholders of the Company.
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Direct: 28,217,526 ordinary shares of RM0.25 each
Indirect: 98,933,333 ordinary shares of RM0.25 each
VASTALX - VASTALUX ENERGY BERHAD ("VEB" OR "THE COMPANY") - NOTICE OF THIRD ANNUAL GENERAL MEETING
Announcement Type: General Announcement
Company Name: VASTALUX ENERGY BERHAD
Stock Name: VASTALX
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: VASTALUX ENERGY BERHAD ("VEB" OR "THE COMPANY")
- NOTICE OF THIRD ANNUAL GENERAL MEETING
Contents: The Board of Directors of VEB wishes to announce that the Third Annual General Meeting ("AGM") of the Company will be held at De Palma Hotel, Jalan Nelayan 19/15, Seksyen 19, 40718 Shah Alam, Selangor Darul Ehsan on Monday, 28 June 2010 at 10:00 a.m.
The notice of the meeting is attached herewith for your attention. The said notice will be published in "The New Straits Times" on 4 June 2010.
Attachments: Notice of AGM - Vastalux.pdf
Company Name: VASTALUX ENERGY BERHAD
Stock Name: VASTALX
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: VASTALUX ENERGY BERHAD ("VEB" OR "THE COMPANY")
- NOTICE OF THIRD ANNUAL GENERAL MEETING
Contents: The Board of Directors of VEB wishes to announce that the Third Annual General Meeting ("AGM") of the Company will be held at De Palma Hotel, Jalan Nelayan 19/15, Seksyen 19, 40718 Shah Alam, Selangor Darul Ehsan on Monday, 28 June 2010 at 10:00 a.m.
The notice of the meeting is attached herewith for your attention. The said notice will be published in "The New Straits Times" on 4 June 2010.
Attachments: Notice of AGM - Vastalux.pdf
SUNCRN - 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 Name: SUNCHIRIN INDUSTRIES (MALAYSIA) BERHAD
Stock Name: SUNCRN
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back from: 26/05/2010
Date of buy back to: 26/05/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 31,800
Minimum price paid for each share purchased ($$): 1.420
Maximum price paid for each share purchased ($$): 1.430
Total amount paid for shares purchased ($$): 45,538.82
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 31,800
Total number of shares retained in treasury (units): 351,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 03/06/2010
Lodged by: Epsilon Advisory Services Sdn Bhd
Company Name: SUNCHIRIN INDUSTRIES (MALAYSIA) BERHAD
Stock Name: SUNCRN
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back from: 26/05/2010
Date of buy back to: 26/05/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 31,800
Minimum price paid for each share purchased ($$): 1.420
Maximum price paid for each share purchased ($$): 1.430
Total amount paid for shares purchased ($$): 45,538.82
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 31,800
Total number of shares retained in treasury (units): 351,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 03/06/2010
Lodged by: Epsilon Advisory Services Sdn Bhd
SCOMIEN - SCOMI ENGINEERING BHD - NOTICE OF THE TWENTY SIXTH ANNUAL GENERAL MEETING
Announcement Type: General Announcement
Company Name: SCOMI ENGINEERING BHD
Stock Name: SCOMIEN
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: SCOMI ENGINEERING BHD
- NOTICE OF THE TWENTY SIXTH ANNUAL GENERAL MEETING
Contents: We are pleased to announce that Scomi Engineering Bhd will be holding its 26th Annual General Meeting on Monday, 28 June 2010, at 10.00 a.m., at Ballroom 1, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia.
The full text of the Notice is attached herewith.
This announcement is dated 3 May 2010.
Attachments: SEB-Notice of AGM 2010.pdf
Company Name: SCOMI ENGINEERING BHD
Stock Name: SCOMIEN
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: SCOMI ENGINEERING BHD
- NOTICE OF THE TWENTY SIXTH ANNUAL GENERAL MEETING
Contents: We are pleased to announce that Scomi Engineering Bhd will be holding its 26th Annual General Meeting on Monday, 28 June 2010, at 10.00 a.m., at Ballroom 1, 1st Floor, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur, Malaysia.
The full text of the Notice is attached herewith.
This announcement is dated 3 May 2010.
Attachments: SEB-Notice of AGM 2010.pdf
TIENWAH - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Retirement
Designation: Director
Directorate: Independent & Non Executive
Name: Lt. Jen (B) Datuk Haji Abdul Aziz bin Hasan
Age: 64
Nationality: Malaysian
Qualifications: N/A
Working experience and occupation: N/A
Directorship of public companies (if any): Hap Seng Consolidated Berhad
Nam Fatt Corporation Berhad
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Retirement
Designation: Director
Directorate: Independent & Non Executive
Name: Lt. Jen (B) Datuk Haji Abdul Aziz bin Hasan
Age: 64
Nationality: Malaysian
Qualifications: N/A
Working experience and occupation: N/A
Directorship of public companies (if any): Hap Seng Consolidated Berhad
Nam Fatt Corporation Berhad
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
TIENWAH - Change in Audit Committee
Announcement Type: Change in Audit Committee
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Retirement
Designation: Member of Audit Committee
Directorate: Independent & Non Executive
Name: Lt Jen (B) Datuk Haji Abdul Aziz bin Hasan
Age: 64
Nationality: Malaysian
Qualifications: N/A
Working experience and occupation: N/A
Directorship of public companies (if any): Hap Seng Consolidated Berhad
Nam Fatt Corporation Berhad
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
Composition of Audit Committee (Name and Directorate of members after change): 1. Mr Goh Seng Chuan - Chairman, Independent Non-Executive Director
2. Mr Tung Kum Hon - Independent Non-Executive Director
3. Mej Jen (B) Datuk Kadir bin Nordin - Non-Independent Non-Executive Director
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Retirement
Designation: Member of Audit Committee
Directorate: Independent & Non Executive
Name: Lt Jen (B) Datuk Haji Abdul Aziz bin Hasan
Age: 64
Nationality: Malaysian
Qualifications: N/A
Working experience and occupation: N/A
Directorship of public companies (if any): Hap Seng Consolidated Berhad
Nam Fatt Corporation Berhad
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
Composition of Audit Committee (Name and Directorate of members after change): 1. Mr Goh Seng Chuan - Chairman, Independent Non-Executive Director
2. Mr Tung Kum Hon - Independent Non-Executive Director
3. Mej Jen (B) Datuk Kadir bin Nordin - Non-Independent Non-Executive Director
TIENWAH - Change in Audit Committee
Announcement Type: Change in Audit Committee
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: Mej Jen (B) Datuk Abdul Kadir bin Nordin
Age: 68
Nationality: Malaysian
Qualifications: Masters in Science for Defence Study
Working experience and occupation: He served in the Malaysian Armed Forces for 34 years and had served as a Director of Armed Forces Cooperative for 6 years. He has also served as the Director of Human Resources in SUKOM Ninety-Eight Berhad on his retirement from the Armed Forces.
Directorship of public companies (if any): None
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
Composition of Audit Committee (Name and Directorate of members after change): 1. Mr Goh Seng Chuan - Chairman, Independent Non-Executive Director
2. Mr Tung Kum Hon - Independent Non-Executive Director
3. Mej Jen (B) Datuk Kadir bin Nordin - Non-Independent Non-Executive Director
Company Name: TIEN WAH PRESS HOLDINGS BERHAD
Stock Name: TIENWAH
Date Announced: 03/06/2010
Announcement Detail:
Date of change: 03/06/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Non Independent & Non Executive
Name: Mej Jen (B) Datuk Abdul Kadir bin Nordin
Age: 68
Nationality: Malaysian
Qualifications: Masters in Science for Defence Study
Working experience and occupation: He served in the Malaysian Armed Forces for 34 years and had served as a Director of Armed Forces Cooperative for 6 years. He has also served as the Director of Human Resources in SUKOM Ninety-Eight Berhad on his retirement from the Armed Forces.
Directorship of public companies (if any): None
Family relationship with any director and/or major shareholder of the listed issuer: None
Any conflict of interests that he/she has with the listed issuer: None
Details of any interest in the securities of the listed issuer or its subsidiaries: None
Composition of Audit Committee (Name and Directorate of members after change): 1. Mr Goh Seng Chuan - Chairman, Independent Non-Executive Director
2. Mr Tung Kum Hon - Independent Non-Executive Director
3. Mej Jen (B) Datuk Kadir bin Nordin - Non-Independent Non-Executive Director
RALCO - 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 Name: RALCO CORPORATION BERHAD
Stock Name: RALCO
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back from: 01/06/2010
Date of buy back to: 01/06/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 5,000
Minimum price paid for each share purchased ($$): 0.880
Maximum price paid for each share purchased ($$): 0.880
Total amount paid for shares purchased ($$): 4,446.32
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 5,000
Total number of shares retained in treasury (units): 2,225,300
Number of shares purchased which were cancelled (units): 0
Date lodged with registrar of companies: 03/06/2010
Lodged by: EQ CORPORATE SERVICES (MALAYSIA) SDN. BHD. (Company No.: 463543-D)
Company Name: RALCO CORPORATION BERHAD
Stock Name: RALCO
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back from: 01/06/2010
Date of buy back to: 01/06/2010
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 5,000
Minimum price paid for each share purchased ($$): 0.880
Maximum price paid for each share purchased ($$): 0.880
Total amount paid for shares purchased ($$): 4,446.32
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 5,000
Total number of shares retained in treasury (units): 2,225,300
Number of shares purchased which were cancelled (units): 0
Date lodged with registrar of companies: 03/06/2010
Lodged by: EQ CORPORATE SERVICES (MALAYSIA) SDN. BHD. (Company No.: 463543-D)
RUBEREX - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: RUBBEREX CORPORATION (M) BERHAD
Stock Name: RUBEREX
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back: 03/06/2010
Description of shares purchased: Ordinary shares of RM0.50 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 50,000
Minimum price paid for each share purchased ($$): 1.010
Maximum price paid for each share purchased ($$): 1.010
Total consideration paid ($$): 50,778.25
Number of shares purchased retained in treasury (units): 50,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 50,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.02
Company Name: RUBBEREX CORPORATION (M) BERHAD
Stock Name: RUBEREX
Date Announced: 03/06/2010
Announcement Detail:
Date of buy back: 03/06/2010
Description of shares purchased: Ordinary shares of RM0.50 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 50,000
Minimum price paid for each share purchased ($$): 1.010
Maximum price paid for each share purchased ($$): 1.010
Total consideration paid ($$): 50,778.25
Number of shares purchased retained in treasury (units): 50,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 50,000
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.02
BHIC - JOINT VENTURE AGREEMENT WITH PRESTIGE PILLAR SDN BHD AND EUROCOPTER MALAYSIA SDN BHD
Announcement Type: General Announcement
Company Name: BOUSTEAD HEAVY INDUSTRIES CORPORATION BHD
Stock Name: BHIC
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: JOINT VENTURE AGREEMENT WITH PRESTIGE PILLAR SDN BHD
AND EUROCOPTER MALAYSIA SDN BHD
Contents: 1. INTRODUCTION
Boustead Heavy Industries Corporation Berhad ("BHIC") is pleased to announce that its wholly owned sub-subsidiary, BHIC Defence Technologies Sdn Bhd ("BHICDT") (a subsidiary held via Boustead Penang Shipyard Sdn Bhd) has on 3rd June 2010 signed a Joint Venture Agreement with Prestige Pillar Sdn Bhd ("PP") and Eurocopter Malaysia Sdn Bhd ("ECM") ("JV Agreement") for the purpose of forming a Joint Venture Company ("JVCo") in Malaysia ("JV").
BHICDT, PP and ECM hereinafter collectively referred to as the "Parties" and severally as "Party".
2. DETAILS OF THE JV
2.1 Information on PP
PP (Company No. 786916-M) is a company incorporated under the laws of Malaysia and having its registered address at No. 40-2, Jalan Metro Pudu 2, Fraser Business Park, 55200 Kuala Lumpur with an authorised share capital of RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each. As at the date of this announcement, PP has an issued and paid-up capital of RM100,000.00 comprising 100,000 shares ordinary shares of RM1.00 each.
PP is principally involved in investment holding and marketing consultancy. PP's involvement is essential in supporting the government's aspiration to develop local expertise in the Maintenance, Repair and Overhaul ("MRO").
2.2 Information on ECM
ECM (Company No. 591041-A) is a company incorporated under the laws of Malaysia and having its registered address at Terminal 2, Sultan Abdul Aziz Shah Airport, 47200 Subang, Selangor Darul Ehsan with an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each. As at the date of this announcement, ECM has an issued and paid-up capital of RM10,000,000.00 comprising 10,000,000 shares ordinary shares of RM1.00 each.
ECM is a wholly owned subsidiary of EUROCOPTER ("EC"), a leading helicopter manufacturer and a wholly owned subsidiary of the EADS Group, is involved in helicopter maintenance for military and civil markets and all related business.
2.3 Objectives of the JV
The purpose of the JV is to establish a long term relationship through the creation of a joint venture company to jointly carry on the following business :-
(a) to perform the MRO activities for rotary and fixed wings aircrafts through the execution of Malaysian Government contracts solely in the Territory; and
(b) any other business which Parties would agree by Unanimous resolution and to enter into contracts pertaining to such Unanimous resolution.
The JVCo shall have an initial paid-up capital of the JVCo shall be in the amount of RM10,000.
The equity structure of the JVC shall be in the following proportion :-
Party Shareholding Proportion
BHICDT 51%
PP 30%
ECM 19%
(hereinafter collectively referred to as the "Parties" or "Shareholders).
BHICDT's subscription of the 51% equity in the JVCo will be funded wholly in cash from internally generated funds.
2.4 Salient Terms of the JV Agreement
The salient terms of the JV Agreement are as follows :-
2.4.1 the establishment of the JVCo shall take place through a restructuring of an existing dormant company, PSC-Crane System Sdn. Bhd. ("PSC-CS"), a wholly owned subsidiary of BHICDT.
2.4.2 the Parties shall within ninety (90) days from the date of the JV Agreement cause the authorised share capital of the Company to be increased to Ringgit Malaysia Two Million (RM2,000,000) divided into two million (2,000,000) ordinary shares of RM1.00 each of which issued and paid-up share capital shall be Ringgit Malaysia Five Hundred Thousand (RM500,000.00) divided into five hundred thousand (500,000) ordinary shares of RM1.00 each.
2.4.3 the establishment of the JVCo shall be subjected to the satisfaction of the following conditions :
(i) the obligations to subscribe shares in the capital of the JVCo in accordance to Clause 2.4.2 above;; and.
(ii) satisfaction of any obligations or notification before any relevant competition authority.
(collectively referred to as "Conditions Precedent")
3. FINANCIAL EFFECTS OF THE JV
The financial impact on the JV on BHIC are summarised as follow:
(a) Earnings
The JV is not expected to have any effect on the earnings of the BHIC Group.
(b) Substantial Shareholders' Shareholdings
The JV does not have any effect on the substantial shareholders' shareholdings at BHIC.
(c) Net Assets ("NA")
The JV is not expected to have substantial material impact on the NA of BHIC Group for the financial year ending 31 December 2010.
(d) Gearing
The JV is not expected to have any effect on the gearing of BHIC Group.
4. RISK FACTORS
The JV is subject to normal joint venture and business risks.
5. APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES
Save as indicated above, the JV is not subject to the approval of the shareholders of BHIC. However, the JV is conditional upon the Parties obtaining the relevant approval for the establishment of the JVCo.
6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors and major shareholders of BHIC or any persons connected to them has any interest, direct or indirect, in the JV.
7. STATEMENT BY DIRECTORS
The Board of Directors of BHIC is of the opinion that the JV is in the best interest of BHIC.
8. DEPARTURE FROM THE COMMISSION'S POLICIES AND GUIDELINES
The JV has not departed from the Commission's Guidelines on the Offering of Equity and Equity-Linked Securities.
9. DOCUMENT AVAILABLE FOR INSPECTION
The JV Agreement is available for inspection at the registered office of the Company at 17th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur during normal business hours from Monday to Saturday (except public holidays), for a period of one (1) month from the date of this announcement.
This announcement is dated 3 June 2010.
Company Name: BOUSTEAD HEAVY INDUSTRIES CORPORATION BHD
Stock Name: BHIC
Date Announced: 03/06/2010
Announcement Detail:
Type: Announcement
Subject: JOINT VENTURE AGREEMENT WITH PRESTIGE PILLAR SDN BHD
AND EUROCOPTER MALAYSIA SDN BHD
Contents: 1. INTRODUCTION
Boustead Heavy Industries Corporation Berhad ("BHIC") is pleased to announce that its wholly owned sub-subsidiary, BHIC Defence Technologies Sdn Bhd ("BHICDT") (a subsidiary held via Boustead Penang Shipyard Sdn Bhd) has on 3rd June 2010 signed a Joint Venture Agreement with Prestige Pillar Sdn Bhd ("PP") and Eurocopter Malaysia Sdn Bhd ("ECM") ("JV Agreement") for the purpose of forming a Joint Venture Company ("JVCo") in Malaysia ("JV").
BHICDT, PP and ECM hereinafter collectively referred to as the "Parties" and severally as "Party".
2. DETAILS OF THE JV
2.1 Information on PP
PP (Company No. 786916-M) is a company incorporated under the laws of Malaysia and having its registered address at No. 40-2, Jalan Metro Pudu 2, Fraser Business Park, 55200 Kuala Lumpur with an authorised share capital of RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each. As at the date of this announcement, PP has an issued and paid-up capital of RM100,000.00 comprising 100,000 shares ordinary shares of RM1.00 each.
PP is principally involved in investment holding and marketing consultancy. PP's involvement is essential in supporting the government's aspiration to develop local expertise in the Maintenance, Repair and Overhaul ("MRO").
2.2 Information on ECM
ECM (Company No. 591041-A) is a company incorporated under the laws of Malaysia and having its registered address at Terminal 2, Sultan Abdul Aziz Shah Airport, 47200 Subang, Selangor Darul Ehsan with an authorised share capital of RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each. As at the date of this announcement, ECM has an issued and paid-up capital of RM10,000,000.00 comprising 10,000,000 shares ordinary shares of RM1.00 each.
ECM is a wholly owned subsidiary of EUROCOPTER ("EC"), a leading helicopter manufacturer and a wholly owned subsidiary of the EADS Group, is involved in helicopter maintenance for military and civil markets and all related business.
2.3 Objectives of the JV
The purpose of the JV is to establish a long term relationship through the creation of a joint venture company to jointly carry on the following business :-
(a) to perform the MRO activities for rotary and fixed wings aircrafts through the execution of Malaysian Government contracts solely in the Territory; and
(b) any other business which Parties would agree by Unanimous resolution and to enter into contracts pertaining to such Unanimous resolution.
The JVCo shall have an initial paid-up capital of the JVCo shall be in the amount of RM10,000.
The equity structure of the JVC shall be in the following proportion :-
Party Shareholding Proportion
BHICDT 51%
PP 30%
ECM 19%
(hereinafter collectively referred to as the "Parties" or "Shareholders).
BHICDT's subscription of the 51% equity in the JVCo will be funded wholly in cash from internally generated funds.
2.4 Salient Terms of the JV Agreement
The salient terms of the JV Agreement are as follows :-
2.4.1 the establishment of the JVCo shall take place through a restructuring of an existing dormant company, PSC-Crane System Sdn. Bhd. ("PSC-CS"), a wholly owned subsidiary of BHICDT.
2.4.2 the Parties shall within ninety (90) days from the date of the JV Agreement cause the authorised share capital of the Company to be increased to Ringgit Malaysia Two Million (RM2,000,000) divided into two million (2,000,000) ordinary shares of RM1.00 each of which issued and paid-up share capital shall be Ringgit Malaysia Five Hundred Thousand (RM500,000.00) divided into five hundred thousand (500,000) ordinary shares of RM1.00 each.
2.4.3 the establishment of the JVCo shall be subjected to the satisfaction of the following conditions :
(i) the obligations to subscribe shares in the capital of the JVCo in accordance to Clause 2.4.2 above;; and.
(ii) satisfaction of any obligations or notification before any relevant competition authority.
(collectively referred to as "Conditions Precedent")
3. FINANCIAL EFFECTS OF THE JV
The financial impact on the JV on BHIC are summarised as follow:
(a) Earnings
The JV is not expected to have any effect on the earnings of the BHIC Group.
(b) Substantial Shareholders' Shareholdings
The JV does not have any effect on the substantial shareholders' shareholdings at BHIC.
(c) Net Assets ("NA")
The JV is not expected to have substantial material impact on the NA of BHIC Group for the financial year ending 31 December 2010.
(d) Gearing
The JV is not expected to have any effect on the gearing of BHIC Group.
4. RISK FACTORS
The JV is subject to normal joint venture and business risks.
5. APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES
Save as indicated above, the JV is not subject to the approval of the shareholders of BHIC. However, the JV is conditional upon the Parties obtaining the relevant approval for the establishment of the JVCo.
6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors and major shareholders of BHIC or any persons connected to them has any interest, direct or indirect, in the JV.
7. STATEMENT BY DIRECTORS
The Board of Directors of BHIC is of the opinion that the JV is in the best interest of BHIC.
8. DEPARTURE FROM THE COMMISSION'S POLICIES AND GUIDELINES
The JV has not departed from the Commission's Guidelines on the Offering of Equity and Equity-Linked Securities.
9. DOCUMENT AVAILABLE FOR INSPECTION
The JV Agreement is available for inspection at the registered office of the Company at 17th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur during normal business hours from Monday to Saturday (except public holidays), for a period of one (1) month from the date of this announcement.
This announcement is dated 3 June 2010.
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