News
Proposed Renewal of shareholders' Mandate For Recurrent Related Party Transactions ("RRPTS") Of Revenue Or Trading Nature ("Proposed Shareholders' Mandate")
Contents :
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
Announcement Info
| Company Name |
ZELAN BERHAD |
| Stock Name |
ZELAN |
| Date Announced |
25 Jun 2008 |
| Category |
General Announcement |
| Reference No |
MM-080625-53046 |