1. INTRODUCTION
The Board of Directors of NI HSIN is pleased to announce that the Company had on 23 November 2015 entered into a SA with MHSB with the intention of venturing into marketing and distribution of multi-ply stainless steel cookware under a new brand named “Pentoli” (“the Business”) through a new company to be set up (“New Company”).
2. INFORMATION ON MHSB
MHSB is a private limited company incorporated on 31 December 2012 in Malaysia pursuant to the Companies Act, 1965 and having its registered address at 37A-2, Medan Bukit Indah 2, Taman Bukit Indah, 68000 Ampang, Selangor Darul Ehsan, Malaysia.
The principal activities of MHSB are investment holding, providing management services for the sales and distribution of “Clixster Reload Value” and general trading. MHSB is a wholly-owned subsidiary of National Cooperative Berhad (“ANGKASA”), the APEX COOPERATIVE in Malaysia. Among its main objective, MHSB serves to assist co-operatives in their respective areas of business for the broader market to generate better income.
MHSB has an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 4,500,000 ordinary shares have been issued and credited as fully paid-up. The sole shareholder of MHSB is ANGKASA. The following are Directors of MHSB:-
Name |
Dato’ Hj. Abdul Fattah Bin Hj. Abdullah |
Prof. Madya Datuk Hj. Mohamad Ali Bin Hasan |
Hj. Mutadho Bin Bahri |
Tan Sri Dato’ Alimuddin Bin Md Dom |
Hj. Kamarudin Bin Ismail |
Datuk Hj. Md. Yusof Bin Samsudin |
Mohamad Suji Bilang Bin Mohd. Nordin |
3. SALIENT TERMS OF THE SA
3.1 Principal objective
The principal objective of the New Company is to undertake the Business.
3.2 Scope of the SA
3.2.1 Issued and Paid-Up Share Capital
(a) Within thirty (30) days from the date of the SA, the Parties shall incorporate and form the New Company and each Party shall subscribe for new ordinary shares in the New Company as follows:
(i) NI HSIN shall subscribe for Seventy Thousand (70,000) new ordinary shares of RM1.00 each at a cash consideration of Ringgit Malaysia Seventy Thousand (RM70,000.00) only;
(ii) MHSB shall subscribe for Thirty Thousand (30,000) new ordinary shares of RM1.00 each at a cash consideration of Ringgit Malaysia Thirty Thousand (RM30,000.00) only.
(collectively “Share Subscription”)
In consideration of the roles and obligations to be undertaken by MHSB under Item 3.2.2(b) as stated herein, NI HSIN hereby agrees and undertakes to pay for MHSB the subscription price under Item 3.2.1(a)(ii) without any obligation on the part of MHSB to repay the same to NI HSIN.
3.2.2 Obligations of the Parties
(a) NI HSIN shall be responsible for the following roles and obligations:
(i) to manufacture and supply premium multi-ply stainless steel cookware and related products to the Company for the Business on commercially reasonable terms;
(ii) to manage the business operations of the New Company;
(iii) to allow co-branding strategy with the use of the brand, PENTOLI and MHSB and Ni Hsin logos in all marketing collaterals, corporate stationery and advertising and promotional campaigns;
(iv) to ensure the New Company participates in all roadshows & field activities as recommended by MHSB;
(v) to assist the New Company in preparing and producing all marketing collaterals, marketing campaigns, media advertisements, etc.;
(vi) to assist the New Company in conducting talks and training session on the “PENTOLI COOKWARE CORNER” program; and
(vii) to spearhead the regional expansion program with the regional cooperative bodies.
(b) MHSB shall make available, or procure ANGKASA to make available, its customer network for the marketing and distribution of the New Company’s products including the following:
(i) to agree to the co-branding strategy, using the brand PENTOLI and MHSB and Ni Hsin logos with the aim of enhancing product awareness and acceptance by cooperative members;
(ii) to allow the New Company to market its products in the MHSB or ANGKASA’s online shopping portal. To advise and obtain permission from the respective cooperative for the New Company to participate in the cooperative roadshows and other field activities in Malaysia;
(iii) to act as a single payment source to the New Company for payment of all cookware products purchased by cooperative members or any other methods agreeable by both parties;
(iv) to refer the New Company to participate in seminar or workshop to promote the “PENTOLI COOKWARE CORNER” program to cooperative members; and
(v) to refer the New Company and to obtain permission to the regional cooperative bodies to extend the business reach and enlarge the business activities.
3.3 Duration of the SA
This SA shall continue to be in force and effect for as long as both NI HSIN and MHSB continue to hold shares in the New Company.
4. Rationale
The SA will provide NI HSIN with the opportunity to leverage on the vast customer network of ANGKASA to build and expand its cookware and related business which is expected to contribute positively to the earnings of NI HSIN.
5. Source of Funding
The Share Subscription will be satisfied fully in cash through internally generated funds.
If at any time the New Company shall require additional working capital in excess of the initial capital injection, the Parties shall mutually discuss and decide on the best mode of financing without affecting the shareholdings ratio of the Parties in the New Company.
6. Directors’ and Major Shareholders’ Interest
The Directors and major shareholders of NI HSIN do not have any interest, direct or indirect in the SA. In so far as the Directors and the major shareholders are able to ascertain and are aware, no persons connected to them have any interest, direct or indirect, in the SA.
7. Risk Factor
Ni HSIN does not foresee any exceptional risk other than normal operational risk associated with the business which may include, amongst others, the risk of availability and cost fluctuations of raw materials, increase in cost of operations and changes in laws and regulations applicable to the stainless steel cookware and related products business.
8. Effects of the SA
The effects of the SA on the share capital, substantial shareholders’ shareholdings, net assets, earnings and gearing of NI HSIN are as follows:
8.1 Share Capital and Substantial Shareholders’ Shareholdings
The SA is not expected to have any material effect on the share capital and shareholdings of the substantial shareholders of NI HSIN.
8.2 Net assets and Earnings
The SA is not expected to have any material effect on the net assets and earnings per share of the Company for the financial year ending 31 December 2015. However, it is expected to contribute positively to the earnings per share of NI HSIN in the future.
8.3 Gearing
The SA is not expected to have any material effect on the gearing of NI HSIN Group.
9. Approvals Required
The SA is not subject to the approval of the shareholders of NI HSIN and any relevant Government authorities.
10. Statement by Directors
The Board of Directors of NI HSIN is of the opinion that the SA is in the best interests of NI HSIN.
11. Documents for Inspection
A copy of the SA can be inspected at the registered office of NI HSIN at Lot 6.05, Level 6, KPMG Tower, 8 First Avenue, Bandar Utama, 47800 Petaling Jaya, Selangor Darul Ehsan from Monday to Friday (expect public holidays) during business hours from 9.00 am to 5.00 pm for the period of three (3) months from the date of this announcement.
This announcement is dated 23 November 2015.
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