CBSTECH - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: HWANGDBS INVESTMENT BANK BERHAD
Company Name: CBS TECHNOLOGY BERHAD (ACE Market)
Stock Name: CBSTECH
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED TRANSFER OF LISTING FROM THE ACE MARKET TO THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("PROPOSED TRANSFER")
Contents: We refer to CBS's announcement dated 28 April 2010 in relation to the Proposed Transfer.
On behalf of the Board of Directors of CBS, HwangDBS Investment Bank Berhad wishes to announce that the Securities Commission was unable to process the application for the Proposed Transfer until the litigation case by Bank Simpanan Nasional ("BSN") against Cyber Business Solutions Sdn Bhd ("CBSSB"), a wholly own subsidiary of CBS has been resolved.
The litigation case is in relation to a project contract where CBSSB was to develop, install and integrate a new loan management system for BSN. BSN filed a legal suit in October 2009 against CBSSB for alleged breach of the said contract. CBSSB denied BSN's claim and has filed a defence and further counterclaimed against the BSN.
The Board of Directors will seek a meeting with the Securities Commission ("SC") to clarify the SC's decision on the Company's application for the Proposed Transfer and will decide on the next course of action.
This announcement is dated 15 July 2010.
Submitting Merchant Bank: HWANGDBS INVESTMENT BANK BERHAD
Company Name: CBS TECHNOLOGY BERHAD (ACE Market)
Stock Name: CBSTECH
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED TRANSFER OF LISTING FROM THE ACE MARKET TO THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("PROPOSED TRANSFER")
Contents: We refer to CBS's announcement dated 28 April 2010 in relation to the Proposed Transfer.
On behalf of the Board of Directors of CBS, HwangDBS Investment Bank Berhad wishes to announce that the Securities Commission was unable to process the application for the Proposed Transfer until the litigation case by Bank Simpanan Nasional ("BSN") against Cyber Business Solutions Sdn Bhd ("CBSSB"), a wholly own subsidiary of CBS has been resolved.
The litigation case is in relation to a project contract where CBSSB was to develop, install and integrate a new loan management system for BSN. BSN filed a legal suit in October 2009 against CBSSB for alleged breach of the said contract. CBSSB denied BSN's claim and has filed a defence and further counterclaimed against the BSN.
The Board of Directors will seek a meeting with the Securities Commission ("SC") to clarify the SC's decision on the Company's application for the Proposed Transfer and will decide on the next course of action.
This announcement is dated 15 July 2010.
MEXTER - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: ALLIANCE INVESTMENT BANK BERHAD
Company Name: MEXTER TECHNOLOGY BERHAD (ACE Market)
Stock Name: MEXTER
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: MEXTER TECHNOLOGY BERHAD ("MEXTER" OR THE "COMPANY")
PROPOSED PRIVATE PLACEMENT AND ALLOCATION OF 22,363,005 NEW ORDINARY SHARES OF RM0.10 EACH IN MEXTER, REPRESENTING 25% OF THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF MEXTER, TO TEKNOLOGIKA SERUMPUN SDN BHD, A COMPANY IN WHICH DATUK AHMAD SHALIMIN BIN AHMAD SHAFFIE, THE CHAIRMAN/INDEPENDENT NON-EXECUTIVE DIRECTOR OF MEXTER HAS A 50% EQUITY INTEREST, AT AN ISSUE PRICE TO BE DETERMINED LATER ("PROPOSAL")
Contents: Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the announcement dated 21 May 2010 in relation to the Proposal.
We refer to the announcement made on 21 May 2010 and 23 June 2010 in relation to the Proposal. On behalf of the Board of Directors of Mexter, we wish to announce that Bursa Securities had vide its letter dated 13 July 2010 approved the listing and quotation of the 22,363,005 new ordinary shares of RM0.10 each in Mexter to Teknologika Serumpun Sdn Bhd subject to the following conditions:
(a) Mexter/ Alliance must fully comply with the relevant provisions under the ACE Market Listing Requirements pertaining to the implementation of the Proposal;
(b) Mexter/ Alliance to inform Bursa Securities upon completion of the Proposal; and
(c) Mexter/Alliance to furnish Bursa Securities a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposal has been implemented.
The quotation of the new ordinary shares will commence on the next market day after the following:
(a) Submission of the share certificate together with a covering letter containing the summary of the corporate proposal to Bursa Depository Sdn Bhd ("Bursa Depository") before 10 a.m. on the market date prior to the listing date;
(b) Receipt of confirmation from Bursa Depository that the additional new shares are ready for crediting into the respective account holders; and
(c) An announcement in accordance to paragraph 12.2 of Guidance Note 17 is submitted via Bursa LINK before 3 p.m. on the market day prior to the listing date.
This announcement is dated 15 July 2010.
Submitting Merchant Bank: ALLIANCE INVESTMENT BANK BERHAD
Company Name: MEXTER TECHNOLOGY BERHAD (ACE Market)
Stock Name: MEXTER
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: MEXTER TECHNOLOGY BERHAD ("MEXTER" OR THE "COMPANY")
PROPOSED PRIVATE PLACEMENT AND ALLOCATION OF 22,363,005 NEW ORDINARY SHARES OF RM0.10 EACH IN MEXTER, REPRESENTING 25% OF THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF MEXTER, TO TEKNOLOGIKA SERUMPUN SDN BHD, A COMPANY IN WHICH DATUK AHMAD SHALIMIN BIN AHMAD SHAFFIE, THE CHAIRMAN/INDEPENDENT NON-EXECUTIVE DIRECTOR OF MEXTER HAS A 50% EQUITY INTEREST, AT AN ISSUE PRICE TO BE DETERMINED LATER ("PROPOSAL")
Contents: Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the announcement dated 21 May 2010 in relation to the Proposal.
We refer to the announcement made on 21 May 2010 and 23 June 2010 in relation to the Proposal. On behalf of the Board of Directors of Mexter, we wish to announce that Bursa Securities had vide its letter dated 13 July 2010 approved the listing and quotation of the 22,363,005 new ordinary shares of RM0.10 each in Mexter to Teknologika Serumpun Sdn Bhd subject to the following conditions:
(a) Mexter/ Alliance must fully comply with the relevant provisions under the ACE Market Listing Requirements pertaining to the implementation of the Proposal;
(b) Mexter/ Alliance to inform Bursa Securities upon completion of the Proposal; and
(c) Mexter/Alliance to furnish Bursa Securities a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposal has been implemented.
The quotation of the new ordinary shares will commence on the next market day after the following:
(a) Submission of the share certificate together with a covering letter containing the summary of the corporate proposal to Bursa Depository Sdn Bhd ("Bursa Depository") before 10 a.m. on the market date prior to the listing date;
(b) Receipt of confirmation from Bursa Depository that the additional new shares are ready for crediting into the respective account holders; and
(c) An announcement in accordance to paragraph 12.2 of Guidance Note 17 is submitted via Bursa LINK before 3 p.m. on the market day prior to the listing date.
This announcement is dated 15 July 2010.
FBMKLCI-EA - FBM KLCI etf - Valuation Point as at 15 July 2010
Announcement Type: General Announcement
Company Name: FTSE BURSA MALAYSIA KLCI ETF
Stock Name: FBMKLCI-EA
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: FBM KLCI etf - Valuation Point as at 15 July 2010
Contents: Fund: FBM KLCI etf
NAV per unit (RM): 1.3432
Units in circulation (units): 3,344,000
Manager's Fee (% p.a): 0.50
Trustee Fee (% p.a): 0.06
License Fee (% p.a): 0.04
FTSE Bursa Malaysia KLCI Index: 1,334.08
Attachments: FBM KLCI etf 20100715.xls
Company Name: FTSE BURSA MALAYSIA KLCI ETF
Stock Name: FBMKLCI-EA
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: FBM KLCI etf - Valuation Point as at 15 July 2010
Contents: Fund: FBM KLCI etf
NAV per unit (RM): 1.3432
Units in circulation (units): 3,344,000
Manager's Fee (% p.a): 0.50
Trustee Fee (% p.a): 0.06
License Fee (% p.a): 0.04
FTSE Bursa Malaysia KLCI Index: 1,334.08
Attachments: FBM KLCI etf 20100715.xls
AMMB - Change in Boardroom
Announcement Type: Change in Boardroom
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Date of change: 15/07/2010
Type of change: Appointment
Designation: Alternate Director
Directorate: Non Independent & Non Executive
Name: Alistair Marshall Bulloch
Age: 52
Nationality: British
Qualifications: Bachelor of Arts (Hons), Dundee College of Technology, Scotland - 1980
Working experience and occupation: Australia and New Zealand Banking Group Limited
Deputy Chief Executive Officer Asia Pacific, Europe & America (December 2009 to Present)
Chairman China (November 2009 to Present)
Chief Executive Officer, North East Asia (April 2008 to December 2009)
Standard Chartered First Bank, Korea
Head of Wholesale Banking, Wholesale Bank (March 2006 to April 2008)
Standard Chartered Bank, China
Head of Client Relationiships, Wholesale Bank (July 2005 to February 2006)
Standard Chartered Bank, Taiwan
Head of Client Relationiships, Wholesale Bank (January 2003 to June 2005)
Standard Chartered Bank, Beijing
Head of Multinational Clients (1997 - 2003)
Standard Chartered Bank, Hong Kong
Manager China Area Headquarters (1996 - 1997)
Standard Chartered Bank, Shanghai, Hong Kong, Doha, Dubai, Ireland
Various wholesale, commercial banking and corporate office roles (1994 - 1980)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
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: Nil
Remarks: Mr Alistair Marshall Bulloch is the Alternate Director to Mr Alexander Vincent Thursby and Mr Mark David Whelan.
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Date of change: 15/07/2010
Type of change: Appointment
Designation: Alternate Director
Directorate: Non Independent & Non Executive
Name: Alistair Marshall Bulloch
Age: 52
Nationality: British
Qualifications: Bachelor of Arts (Hons), Dundee College of Technology, Scotland - 1980
Working experience and occupation: Australia and New Zealand Banking Group Limited
Deputy Chief Executive Officer Asia Pacific, Europe & America (December 2009 to Present)
Chairman China (November 2009 to Present)
Chief Executive Officer, North East Asia (April 2008 to December 2009)
Standard Chartered First Bank, Korea
Head of Wholesale Banking, Wholesale Bank (March 2006 to April 2008)
Standard Chartered Bank, China
Head of Client Relationiships, Wholesale Bank (July 2005 to February 2006)
Standard Chartered Bank, Taiwan
Head of Client Relationiships, Wholesale Bank (January 2003 to June 2005)
Standard Chartered Bank, Beijing
Head of Multinational Clients (1997 - 2003)
Standard Chartered Bank, Hong Kong
Manager China Area Headquarters (1996 - 1997)
Standard Chartered Bank, Shanghai, Hong Kong, Doha, Dubai, Ireland
Various wholesale, commercial banking and corporate office roles (1994 - 1980)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
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: Nil
Remarks: Mr Alistair Marshall Bulloch is the Alternate Director to Mr Alexander Vincent Thursby and Mr Mark David Whelan.
AMMB - Change in Boardroom
Announcement Type: Change in Boardroom
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Date of change: 15/07/2010
Type of change: Cessation
Designation: Alternate Director
Directorate: Non Independent & Non Executive
Name: Wayne Hugh Stevenson
Age: 51
Nationality: New Zealander
Qualifications: Associate Chartered Accountant (New Zealand) - 1983
Bachelor of Commerce (Accounting), Canterbury University - 1980
Working experience and occupation: Australia and New Zealand Banking Group Limited
Chief Financial Officer, Asia Pacific, Europe & America (August 2004 to Present)
Financial and Operating Officer, Personal Banking and Wealth Management (April 2002 to August 2004)
Chief Financial Officer, ANZ International Division (November 1999 to April 2002)
Chief Financial Officer, ANZ Investment Bank (December 1998 to November 1999)
Assistant General Manager, Group Finance (April 1998 to December 1998)
ANZ Bank Melbourne, Australia
Assistant General Manager, International Planning (August 1996 to April 1998)
Assistant General Manager, ANZ Grindlays Migration (November 1995 to August 1996)
Chief Auditor, Australian Operations (September 1993 to November 1995)
ANZ Wellington, New Zealand
Chief Auditor (August 1990 to September 1993)
Senior Retail Audit Manager (February 1989 to August 1990)
Post Office Bank Limited (PostBank) Wellington, New Zealand
Chief Internal Auditor (February 1987 to February 1989)
New Zealand Post Office, Wellington, New Zealand
Audit Controller - Field (February 1984 to February 1987)
Senior Accountant - MIS Project (March 1983 to February 1984)
Accountant (February 1980 to March 1983)
New Zealand Post Office, Christchurch and Nelson, New Zealand Accounting Bursar (February 1978 to December 1979)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
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: Nil
Remarks: Mr Wayne Hugh Stevenson has ceased to be Alternate Director to Mr Alexander Vincent Thursby and Mr Mark David Whelan and remains as the Alternate Director to Dr Robert John Edgar.
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Date of change: 15/07/2010
Type of change: Cessation
Designation: Alternate Director
Directorate: Non Independent & Non Executive
Name: Wayne Hugh Stevenson
Age: 51
Nationality: New Zealander
Qualifications: Associate Chartered Accountant (New Zealand) - 1983
Bachelor of Commerce (Accounting), Canterbury University - 1980
Working experience and occupation: Australia and New Zealand Banking Group Limited
Chief Financial Officer, Asia Pacific, Europe & America (August 2004 to Present)
Financial and Operating Officer, Personal Banking and Wealth Management (April 2002 to August 2004)
Chief Financial Officer, ANZ International Division (November 1999 to April 2002)
Chief Financial Officer, ANZ Investment Bank (December 1998 to November 1999)
Assistant General Manager, Group Finance (April 1998 to December 1998)
ANZ Bank Melbourne, Australia
Assistant General Manager, International Planning (August 1996 to April 1998)
Assistant General Manager, ANZ Grindlays Migration (November 1995 to August 1996)
Chief Auditor, Australian Operations (September 1993 to November 1995)
ANZ Wellington, New Zealand
Chief Auditor (August 1990 to September 1993)
Senior Retail Audit Manager (February 1989 to August 1990)
Post Office Bank Limited (PostBank) Wellington, New Zealand
Chief Internal Auditor (February 1987 to February 1989)
New Zealand Post Office, Wellington, New Zealand
Audit Controller - Field (February 1984 to February 1987)
Senior Accountant - MIS Project (March 1983 to February 1984)
Accountant (February 1980 to March 1983)
New Zealand Post Office, Christchurch and Nelson, New Zealand Accounting Bursar (February 1978 to December 1979)
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
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: Nil
Remarks: Mr Wayne Hugh Stevenson has ceased to be Alternate Director to Mr Alexander Vincent Thursby and Mr Mark David Whelan and remains as the Alternate Director to Dr Robert John Edgar.
AMMB - Dealing in Securities by Principal Officer
Announcement Type: General Announcement
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Dealing in Securities by Principal Officer
Contents: Dealing in Securities by Principal Officer
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Dealing in Securities by Principal Officer
Contents: Dealing in Securities by Principal Officer
AMMB - Dealing in Securities by Principal Officer
Announcement Type: General Announcement
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Dealing in Securities by Principal Officer
Contents: Dealing in Securities by Principal Officer
Submitting Merchant Bank: -
Company Name: AMMB HOLDINGS BERHAD
Stock Name: AMMB
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Dealing in Securities by Principal Officer
Contents: Dealing in Securities by Principal Officer
IJMPLNT - Proposed Dealing by Director's in the Securities of the Company During a Closed Period
Announcement Type: General Announcement
Company Name: IJM PLANTATIONS BERHAD
Stock Name: IJMPLNT
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Proposed Dealing by Director's in the Securities of the Company During a Closed Period
Contents: The following Director has given notice of his intention to deal in the securities of the Company during the closed period and his current holdings of the securities are as follows:-
Company Name: IJM PLANTATIONS BERHAD
Stock Name: IJMPLNT
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: Proposed Dealing by Director's in the Securities of the Company During a Closed Period
Contents: The following Director has given notice of his intention to deal in the securities of the Company during the closed period and his current holdings of the securities are as follows:-
ZELAN - General Announcement
Announcement Type: General Announcement
Company Name: ZELAN BERHAD
Stock Name: ZELAN
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ("PROPOSED AMENDMENTS") AND PROPOSED RENEWAL OF SHAREHOLERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ("RRPT") OF REVENUE OR TRADING NATURE ("PROPOSED SHAREHOLDERS' MANDATE")
Contents: 1. INTRODUCTION
The Board of Directors of Zelan Berhad (the "Board") wishes to announce that the Company proposes to seek the approval of its shareholders at its forthcoming 34th Annual General Meeting ("AGM") to be held on 26 August 2010 on the following:
(i) Proposed Amendments; and
(ii) Proposed renewal of shareholders' mandate for RRPT of revenue or trading nature.
(collectively referred herein to as the "Proposals")
2. DETAILS OF THE PROPOSALS
2.1 Details of the Proposed Amendments
The Board proposes to amend Article 122 and insertion of Article 133(a) of the Company's Articles of Association as per the table in the Table Section below.
2.2 Details of the Proposed Shareholders' Mandate
In the ordinary course of business, Zelan and its subsidiaries ("Zelan Group" or "Group") have entered into RRPT of revenue or trading nature which are necessary for the day-to-day operations with different related parties. These RRPT have been carried out on an arm's length basis and normal commercial terms, which are not more favourable to the related parties than those generally available to the public and are not to detriment of the minority shareholders.
At the AGM held on 19 August 2009, the Company obtained a renewal mandate from its shareholders to enter into several RRPT of revenue and trading nature in the ordinary course of its business, which are necessary for the day-to-day operations of the Zelan Group ("Existing Mandate"). The Existing Mandate is subject to renewal on an annual basis.
Therefore, the Board proposes to seek the approval of the shareholders of Zelan on the Proposals at the Company's 34th AGM. The details of the Proposals will be disclosed in the Circular to Shareholders which will be dispatched in due course.
3. RATIONALE FOR THE PROPOSALS
3.1 Rationale on the Proposed Amendments
The proposed amendments to Article 122 is to ensure the consistency of Article 122 of the Company's Articles of Association with the Bursa Securities Main Market LR, particularly on paragraphs 7.22 and 7.26. The proposed amendments to Article 122 will also enable the Company to practise good corporate governance in line with the spirit of the Bursa Securities Main Market LR.
The proposed insertion of Article 133(a) of the Company's Articles of Association is to improve the effectiveness of the process for resignation of company secretary while upholding the principles of good corporate governance practice.
3.2 Rational on the Proposed Shareholders' Mandate
The RRPT that have been entered into and will be entered into by our Group are necessary for our business and are intended to meet our business needs at the best possible terms. Our Group should be able to have access to all available markets, products and services provided by Related Parties and to provide products and services to all persons including our Related Parties. This will enhance our Group's ability to explore beneficial opportunities as well as to promote cross-selling which will be beneficial to our Group.
The RRPT are likely to continue in the future on a frequent and recurrent basis from time to time. In addition, these transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be practical to seek your prior approval on a case by case basis before entering into such transactions. The Proposed Shareholders' Mandate will therefore eliminate the necessity to announce and convene separate general meetings from time to time to seek the shareholders' approval as and when such RRPT arise.
This will substantially reduce expenses associated with the convening of general meetings on an ad-hoc basis, improve administrative efficiency and allow human resources and time to be channelled towards attaining the Company's corporate objectives and business opportunities.
The RRPT are transactions in the ordinary course of our business, made on an arm's length basis, on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of our minority shareholders.
4. EFFECTS OF THE PROPOSALS
The Proposals will not have any effect on the Company's share capital, shareholding structure, consolidated net assets, consolidated earnings and gearing of the Group.
5. APPROVALS REQUIRED
The Proposals are conditional upon the approvals being obtained from the following:
(i) the shareholders at the forthcoming AGM; and
(ii) any other relevant authorities, if required.
6. DIRECTORS'AND MAJOR SHAREHOLDERS' INTEREST
Save as disclosed below, none of the Directors and/or Major Shareholders and persons connected to them have any interest, direct or indirect, in the Proposals.
The Company is 39.25%-owned by Tan Sri Syed Mokhtar Shah bin Syed Nor ("TSSM") indirectly by virtue of his interest in MMC Corporation Berhad ("MMC"), Seaport Terminal (Johore) Sdn. Berhad ("STSB") and Indra Cita Sdn. Berhad ("ICSB"). TSSM also holds a 100% equity interest in Bukhary Realty Sdn. Berhad ("BRSB") by virtue of his interest in Bukhary Holdings Sdn. Berhad ("BHSB"). The MMC Group, BRSB and the Tradewinds Corporation Berhad ("TCB") are expected to engage in RRPT with the Group. Based on the above, the direct and indirect shareholdings of our Directors and Major Shareholders as at 30 June 2010 who are interested in the RRPT.
All of the Major Shareholders who are interested in the RRPT will abstain from voting in respect of their direct and indirect shareholdings on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at the forthcoming 34th AGM.
As Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd) are nominated to the Board by MMC, they have abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings and will abstain from voting in respect of their direct and indirect shareholdings, if any, on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at the forthcoming 34th AGM.
Further, the interested Major Shareholders namely, MMC, STSB, ICSB and TSSM, and the interested Directors, Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd), have undertaken that they will ensure that persons connected to them, if any, will also abstain from voting on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at our forthcoming 34th AGM.
7. DIRECTORS' STATEMENT
The Board, except for Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd) who are deemed interested in the Proposed Shareholders' Mandate, after careful deliberation, is of the opinion that the Proposals is in the best interests of the Group.
8. DEPARTURE FROM THE GUIDLINES ON THE OFFERING OF EQUITY AND EQUITY LINKED SECURITIES ISSUED BY THE SECURITIES COMMISSION ("SG GUIDELINES")
To the best knowledge of the Board, the Proposals does not depart from the SC Guidelines.
This announcement is dated 15 July 2010
Company Name: ZELAN BERHAD
Stock Name: ZELAN
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ("PROPOSED AMENDMENTS") AND PROPOSED RENEWAL OF SHAREHOLERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS ("RRPT") OF REVENUE OR TRADING NATURE ("PROPOSED SHAREHOLDERS' MANDATE")
Contents: 1. INTRODUCTION
The Board of Directors of Zelan Berhad (the "Board") wishes to announce that the Company proposes to seek the approval of its shareholders at its forthcoming 34th Annual General Meeting ("AGM") to be held on 26 August 2010 on the following:
(i) Proposed Amendments; and
(ii) Proposed renewal of shareholders' mandate for RRPT of revenue or trading nature.
(collectively referred herein to as the "Proposals")
2. DETAILS OF THE PROPOSALS
2.1 Details of the Proposed Amendments
The Board proposes to amend Article 122 and insertion of Article 133(a) of the Company's Articles of Association as per the table in the Table Section below.
2.2 Details of the Proposed Shareholders' Mandate
In the ordinary course of business, Zelan and its subsidiaries ("Zelan Group" or "Group") have entered into RRPT of revenue or trading nature which are necessary for the day-to-day operations with different related parties. These RRPT have been carried out on an arm's length basis and normal commercial terms, which are not more favourable to the related parties than those generally available to the public and are not to detriment of the minority shareholders.
At the AGM held on 19 August 2009, the Company obtained a renewal mandate from its shareholders to enter into several RRPT of revenue and trading nature in the ordinary course of its business, which are necessary for the day-to-day operations of the Zelan Group ("Existing Mandate"). The Existing Mandate is subject to renewal on an annual basis.
Therefore, the Board proposes to seek the approval of the shareholders of Zelan on the Proposals at the Company's 34th AGM. The details of the Proposals will be disclosed in the Circular to Shareholders which will be dispatched in due course.
3. RATIONALE FOR THE PROPOSALS
3.1 Rationale on the Proposed Amendments
The proposed amendments to Article 122 is to ensure the consistency of Article 122 of the Company's Articles of Association with the Bursa Securities Main Market LR, particularly on paragraphs 7.22 and 7.26. The proposed amendments to Article 122 will also enable the Company to practise good corporate governance in line with the spirit of the Bursa Securities Main Market LR.
The proposed insertion of Article 133(a) of the Company's Articles of Association is to improve the effectiveness of the process for resignation of company secretary while upholding the principles of good corporate governance practice.
3.2 Rational on the Proposed Shareholders' Mandate
The RRPT that have been entered into and will be entered into by our Group are necessary for our business and are intended to meet our business needs at the best possible terms. Our Group should be able to have access to all available markets, products and services provided by Related Parties and to provide products and services to all persons including our Related Parties. This will enhance our Group's ability to explore beneficial opportunities as well as to promote cross-selling which will be beneficial to our Group.
The RRPT are likely to continue in the future on a frequent and recurrent basis from time to time. In addition, these transactions may be constrained by the time-sensitive nature and confidentiality of such transactions, and it may be practical to seek your prior approval on a case by case basis before entering into such transactions. The Proposed Shareholders' Mandate will therefore eliminate the necessity to announce and convene separate general meetings from time to time to seek the shareholders' approval as and when such RRPT arise.
This will substantially reduce expenses associated with the convening of general meetings on an ad-hoc basis, improve administrative efficiency and allow human resources and time to be channelled towards attaining the Company's corporate objectives and business opportunities.
The RRPT are transactions in the ordinary course of our business, made on an arm's length basis, on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of our minority shareholders.
4. EFFECTS OF THE PROPOSALS
The Proposals will not have any effect on the Company's share capital, shareholding structure, consolidated net assets, consolidated earnings and gearing of the Group.
5. APPROVALS REQUIRED
The Proposals are conditional upon the approvals being obtained from the following:
(i) the shareholders at the forthcoming AGM; and
(ii) any other relevant authorities, if required.
6. DIRECTORS'AND MAJOR SHAREHOLDERS' INTEREST
Save as disclosed below, none of the Directors and/or Major Shareholders and persons connected to them have any interest, direct or indirect, in the Proposals.
The Company is 39.25%-owned by Tan Sri Syed Mokhtar Shah bin Syed Nor ("TSSM") indirectly by virtue of his interest in MMC Corporation Berhad ("MMC"), Seaport Terminal (Johore) Sdn. Berhad ("STSB") and Indra Cita Sdn. Berhad ("ICSB"). TSSM also holds a 100% equity interest in Bukhary Realty Sdn. Berhad ("BRSB") by virtue of his interest in Bukhary Holdings Sdn. Berhad ("BHSB"). The MMC Group, BRSB and the Tradewinds Corporation Berhad ("TCB") are expected to engage in RRPT with the Group. Based on the above, the direct and indirect shareholdings of our Directors and Major Shareholders as at 30 June 2010 who are interested in the RRPT.
All of the Major Shareholders who are interested in the RRPT will abstain from voting in respect of their direct and indirect shareholdings on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at the forthcoming 34th AGM.
As Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd) are nominated to the Board by MMC, they have abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings and will abstain from voting in respect of their direct and indirect shareholdings, if any, on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at the forthcoming 34th AGM.
Further, the interested Major Shareholders namely, MMC, STSB, ICSB and TSSM, and the interested Directors, Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd), have undertaken that they will ensure that persons connected to them, if any, will also abstain from voting on the relevant resolution which they are interested in, pertaining to the Proposed Shareholders' Mandate at our forthcoming 34th AGM.
7. DIRECTORS' STATEMENT
The Board, except for Datuk Hj. Hasni bin Harun and Cdr Mohd Farit bin Ibrahim RMN (Retd) who are deemed interested in the Proposed Shareholders' Mandate, after careful deliberation, is of the opinion that the Proposals is in the best interests of the Group.
8. DEPARTURE FROM THE GUIDLINES ON THE OFFERING OF EQUITY AND EQUITY LINKED SECURITIES ISSUED BY THE SECURITIES COMMISSION ("SG GUIDELINES")
To the best knowledge of the Board, the Proposals does not depart from the SC Guidelines.
This announcement is dated 15 July 2010
BSTEAD - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: AFFIN INVESTMENT BANK BERHAD
Company Name: BOUSTEAD HOLDINGS BERHAD
Stock Name: BSTEAD
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: BOUSTEAD HOLDINGS BERHAD ("BHB")
PROPOSED ACQUISITION OF EQUITY INTEREST IN PHARMANIAGA BERHAD ("PHARMANIAGA") ("PROPOSED ACQUISITION")
Contents: -
Submitting Merchant Bank: AFFIN INVESTMENT BANK BERHAD
Company Name: BOUSTEAD HOLDINGS BERHAD
Stock Name: BSTEAD
Date Announced: 15/07/2010
Announcement Detail:
Type: Announcement
Subject: BOUSTEAD HOLDINGS BERHAD ("BHB")
PROPOSED ACQUISITION OF EQUITY INTEREST IN PHARMANIAGA BERHAD ("PHARMANIAGA") ("PROPOSED ACQUISITION")
Contents: -
No comments:
Post a Comment