News
Proposed Renewal of shareholders' Mandate For Recurrent Related Party Transactions ("RRPTS") Of Revenue Or Trading Nature ("Proposed Shareholders' Mandate")
BackJun 25, 2009
| Type | Announcement |
| Subject | ZELAN BERHAD (“ZELAN” OR THE “COMPANY”) 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”), MIMB Investment Bank Berhad (“MIMB”) 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” or “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 on 29 August 2008, the Company obtained a renewal 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 Company’s 33rd Annual General Meeting (“AGM”). The details of the Proposed Shareholders’ Mandate will be disclosed in a 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 Malaysia Securities Berhad 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 channeled 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 its 33rd AGM; 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 71.48% indirect equity interest in Tradewinds Corporation Berhad (“TCB”). MMC group of companies, BRSB and TCB group of companies 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 AGM.
As Datuk Hj. Hasni bin Harun, Mr Yoong Nim Chee and Cdr Mohd Farit bin Ibrahim RMN (Retd) 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 AGM to be convened.
Further, the interested major shareholders namely, MMC, STSB, ICSB and TSSM, and the interested Directors, Datuk Hj. Hasni bin Harun, Mr Yoong Nim Chee 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 the forthcoming AGM.
7. DIRECTORS’ STATEMENT
The Board, except for Datuk Hj. Hasni bin Harun, Mr Yoong Nim Chee 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 Proposed Shareholders’ Mandate is in the best interest of the Zelan Group.
8. ADVISER
MIMB has been appointed as the adviser for the Proposed Shareholders’ Mandate.
9. DEPARTURE FROM THE GUIDELINES ON THE OFFERING OF EQUITY AND EQUITY-LINKED SECURITIES ISSUED BY THE SECURITIES COMMISSION (“SC GUIDELINES”)
To the best knowledge of the Board, the Proposed Shareholders’ Mandate does not depart from the SC Guidelines.
This announcement is dated 25 June 2009.
Announcement Info
| Company Name | ZELAN BERHAD |
| Stock Name | ZELAN |
| Date Announced | 25 Jun 2009 |
| Category | General Announcement |
| Reference No | MM-090625-63148 |