該公司剛在昨日宣佈這個消息,請問那個大大知道其在表示什麼嗎?
ZELAN BERHAD (?ZELAN? OR ?COMPANY?)
|
|
PROPOSED RENEWAL OF SHAREHOLDERS? MANDATE FOR RECURRENT RELATED PARTY |
TRANSACTIONS (?RRPTs?) OF REVENUE OR TRADING NATURE (?PROPOSED SHAREHOLDERS? |
MANDATE?) |
1. INTRODUCTION |
|
On behalf of the Board of Directors of Zelan (?Board?), CIMB Investment Bank |
Berhad (?CIMB?) wishes to announce that the Company proposes to seek the |
approval of its shareholders for the renewal of shareholders? mandate for RRPTs |
|
of revenue or trading nature. |
|
|
2. DETAILS OF THE PROPOSED SHAREHOLDERS? MANDATE |
|
In the ordinary course of business, Zelan and its subsidiaries (?Zelan Group?) |
have entered into RRPTs of revenue or trading nature which are necessary for |
the day-to-day operations with different related parties. These RRPTs have been |
|
carried out on an arm?s length basis and on normal commercial terms, which are |
not more favourable to the related parties than those generally available to |
the public and which will not be detrimental to the minority shareholders. |
|
At the Extraordinary General Meeting (?EGM?) on 29 June 2007, the Company |
obtained a mandate from its shareholders to enter into several RRPTs 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 |
|
for a renewal of the Existing Mandate at the forthcoming EGM to be held on |
Friday, 29 August 2008. The details of the Proposed Shareholders? Mandate are |
set out in the Circular to shareholders which will be dispatched in due course. |
|
|
3. RATIONALE FOR THE PROPOSED SHAREHOLDERS? MANDATE |
|
The Proposed Shareholders? Mandate will enable the Company to carry out the |
RRPTs necessary for the day-to-day operations and will eliminate the need for |
the Company to make frequent announcements to Bursa Securities or convene |
separate general meetings on each occasion to seek the shareholders? approval, |
as and when the aforesaid RRPTs arises. |
|
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. |
|
|
4. EFFECTS OF THE PROPOSED SHAREHOLDERS? MANDATE |
|
The Proposed Shareholders? Mandate will not have any effect on the Company?s |
share capital, shareholding structure, consolidated net assets, consolidated |
earnings and gearing of the Zelan Group. |
|
|
5. APPROVALS REQUIRED |
|
The Proposed Shareholders? Mandate is subject to and conditional upon approvals |
|
being obtained from the following: |
|
(i) the shareholders of Zelan at the forthcoming EGM; and |
|
(ii) any other relevant authorities, if required. |
|
|
6. DIRECTORS? AND MAJOR SHAREHOLDERS? INTERESTS |
|
Save as disclosed below, none of the Directors or major shareholders of the |
Company and/or persons connected to them has any interest, direct or indirect, |
in the Proposed Shareholders? Mandate. |
|
Zelan 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 Bhd (?STSB?) and Indra Cita Sdn Bhd (?ICSB?). TSSM also |
holds a 100% equity interest in Bukhary Realty Sdn Bhd (?BRSB?) by virtue of |
his interest in Bukhary Holdings Sdn Bhd (?BHSB?) and has 47.07% indirect |
equity interest in Tradewinds Corporation Berhad (?TCB?). MMC Group, BRSB and |
TCB are expected to engage in RRPTs with the Group. Accordingly, MMC, STSB, |
ICSB and TSSM will abstain from voting in respect of its direct and indirect |
shareholding on the relevant resolution which they are interested in, |
pertaining to the Proposed Shareholders? Mandate at the forthcoming EGM. |
|
As Encik Hasni bin Harun, Mr Yoong Nim Chee and Commander (Rtd) Mohd Farit bin |
Ibrahim are nominated to the Board by MMC, they will 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 EGM to be convened. |
|
European Profiles Contracting Sdn Bhd (?EPC?) and its 99.99%-owned subsidiary, |
European Profiles Contracting Pte Ltd (?EPCPL?) are also expected to engage in |
RRPTs with the Group. Mr Khoo Boo Seong is a director and major shareholder of |
Bagan Pesona Sdn Bhd (?BPSB?), which in turn is a major shareholder of EPC. As |
Mr Khoo Boo Seong is also the Alternate Director of Zelan and a director of |
EPC, he is deemed interested in the Proposed Shareholders? Mandate. |
Accordingly, he has abstained and will continue to abstain from all |
deliberations and voting at the relevant Board meetings and will abstain from |
voting in respect of his direct and indirect shareholdings, if any, on the |
relevant resolution which he is interested in, pertaining to the Proposed |
Shareholders? Mandate at the EGM to be convened. Based on the Register of |
Directors? Shareholdings as at 16 June 2008, Mr Khoo Boo Seong holds 500,000 |
shares in the Company through BPSB. |
|
Further, the interested major shareholders namely, MMC, STSB, ICSB and TSSM, |
and the interested Directors, Encik Hasni bin Harun, Mr Yoong Nim Chee, |
Commander (Rtd) Mohd Farit bin Ibrahim and Mr Khoo Boo Seong, 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 the forthcoming EGM. |
|
|
7. DIRECTORS? STATEMENT |
|
The Board, except for Encik Hasni bin Harun, Mr Yoong Nim Chee, Commander (Rtd) |
|
Mohd Farit bin Ibrahim and Mr Khoo Boo Seong, who are deemed interested in the |
Proposed Shareholders? Mandate, after careful deliberation, is of the opinion |
that the Proposed Shareholders? Mandate is in the best interest of the Zelan |
Group. |
|
|
8. ADVISER |
|
CIMB has been appointed as the adviser for the Proposed Shareholders? Mandate. |
|
|
9. DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/ OFFER OF |
SECURITIES ISSUED BY THE SECURITIES COMMISSION (?SC GUIDELINES?) |
|
The Proposed Shareholders? Mandate does not require approval from the |
Securities Commission. |
|
|
|
This announcement is dated 25 June 2008 |