Announcement Details:-

1. Introduction

The Company is pleased to announce that it has, today, entered into a MoU with Tradewinds, for the purpose of jointly submitting a tender for the development of Hospital Pakar Kanak-kanak, Universiti Kebangsaan Malaysia through public private partnership (hereinafter referred to as the “Project”).

Tradewinds is a company incorporated under the Companies Act, 1965 having its registered office at 21^st Floor, Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2, Bandar Tun Razak, Cheras, 56000 Kuala Lumpur. Tradewinds is engaged in investment holding, provision of management services and commercial property investment.

2. Details/Salient Terms of the MoU

The Company and Tradewinds are interested in bidding for the Project by forming a consortium, to jointly submit the tender for the Project.

Hence, both parties are entering into a formal understanding to strengthen the collaboration in the development of the Project for a mutually beneficial relationship between the parties upon the terms and condition as set out herein in the MoU.

3. Duration of the MoU

This MoU shall be effective upon the date of the signing of the MoU and shall terminate and cease to have any effect upon the occurrence of any of the following events, whichever is earlier:

(a) the tender documents are disqualified or rejected by the Government or the Project is not awarded to the consortium; or

(b) either party becomes insolvent or makes an assignment for the benefit of its creditors or enters into general arrangements or composition with or for the benefit of its creditors; or

(c) a receiver, liquidator, trustee, judicial manager or similar officer being appointed in respect of the property, assets or undertaking or any part thereof of either party which should have material adverse effect on the business of the party; or an order is made for the winding up or dissolution of either party or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of either party otherwise than for the purpose of an amalgamation or reconstruction) provided that such amalgamation or reconstruction shall not affect the performance of the relevant party’s obligation herein); or

(d) the definitive agreement is entered into between the parties hereto. 

 In the In event the consortium is successful in the tender and awarded by the Government to undertake the Project, the parties shall promptly thereafter do all that is necessary to incorporate a special purpose vehicle and to enter into a definitive agreement setting out the terms and conditions for the parties’ joint collaboration of the Project, including but not limited to a joint venture agreement which shall provide on the parties’ equity structure, obligations and other relevant clauses.

4. Equity and Obligations of ZB and Tradewinds

ZB shall be the lead member with the proportion of the shareholding of the consortium as follows:

5. Financial Effects of the MoU

The execution of the MoU will not have any material effect on the earnings or net assets of the Company for the financial year ending 31 March 2012.

6. Directors’ and Major Shareholders’ Interests

Save and except for a common ultimate shareholder and YBhg. Dato' Abdullah Mohd Yusof who is also a Director of Tradewinds, none of the Directors, major shareholders and/or persons connected to them has any interest, whether direct or indirect in this MoU.

ZB will be complying with the requisite Listing Requirements on Related Party Transaction prior to the implementation of this Project by the consortium.

This announcement is dated 31 May 2011.