CONSTRUCTION OF A NEW INTEGRATED IMMIGRATION, CUSTOM, QUARANTINE AND SECURITY COMPLEX ( ICQS COMPLEX ), BUKIT KAYU HITAM, KEDAH
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- Hilda Walters
- 5 years ago
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1 1. INTRODUCTION Further to its Announcement dated 2 February 2012, Zelan Berhad ( ZB ) wishes to announce that: Zelan Construction Sdn Bhd ( ZCSB ), a wholly owned subsidiary of ZB, has on 28 May 2012 entered into a Joint Venture Agreement ( JV Agreement ) with Kiara Teratai Sdn Bhd ( KTSB ) to form a joint venture on an unincorporated basis under the name of Zelan - Kiara Teratai JV ( Proposed JV ) for the sole purpose of carrying out the construction of a new integrated Immigration, Custom, Quarantine and Security Complex ( ICQS Complex, Proposed Project or Works ) at Bukit Kayu Hitam, in the State of Kedah; and Northern Gateway Infrastructure Sdn Bhd ( NGISB or Client ) has, by a letter of award dated 28 May 2012 ( Letter of Award ), appointed Zelan Kiara Teratai JV to carry out and complete the Works for a maximum guaranteed lump sum price of RM310 million. Further information on the Proposed JV and the Proposed Project (collectively Proposals ) are set out in the ensuing sections of this Announcement. 2. INFORMATION ON THE PROPOSED JV 2.1 ZCSB, as the Lead Partner in the joint venture, will have 51% participating interest in Zelan Kiara Teratai JV, while KTSB will have 49%. The rights and obligations (including sharing of profits and liabilities) of ZCSB and KTSB in the Proposed Project shall be based on the aforementioned percentages of participating interests. ZCSB was incorporated as a private limited company under the Companies Act 1965 on 6 August It has an authorized share capital of RM25 million, out of which RM20 million has been issued and paid-up, all of which is owned by Zelan Holdings (M) Sdn Bhd, which in turn is a wholly owned subsidiary of ZB. KTSB was incorporated as a private limited company under the Companies Act 1965 on 16 February It has an authorized share capital of RM1 million, all of which has been issued and paid-up. The present shareholders of KTSB are Hashim bin Hasan and Ahmad Zaed bin Saleh Hamdi. Each of them holds 500,000 ordinary shares of RM1.00 in KTSB. 2.2 The JV Agreement is conditional upon the fulfillment of the following conditions precedent within 3 months from the date of the JV Agreement or any extended period agreed between the parties: the award of the Works by the Client to Zelan Kiara Teratai JV; 1
2 (c) the approval of the directors and shareholders of each of the parties at their respective board and general meetings (if required) for the Proposed JV being obtained; and the approval of the directors and shareholders of each of the parties at their respective board and general meetings (if required) for the Proposed Project being obtained. In respect of the condition precedent stated in paragraph 2.2 above, the parties to the Proposed JV have received the Letter of Award from the Client. The parties will take the necessary steps to fulfil the conditions precedent stated in paragraph 2.2 and (c) above. 3. DETAILS OF THE PROPOSED PROJECT 3.1 Pursuant to a Concession Agreement dated 30 December 2011 entered into between the Government of Malaysia ( Government ) and the Client, the Government has agreed to grant the rights and authority to the Client to develop a new ICQS Complex at Bukit Kayu Hitam, in the State of Kedah under the concept of private finance initiative. NGISB was incorporated as a private limited company under the Companies Act 1965 on 14 July As at the date hereof, NGISB has an authorised share capital of RM1 million, out of which RM500,000 has been issued and paid-up. NGISB is wholly owned by Northern Gateway Sdn Bhd ( NGSB ). 3.2 The contract value of RM310 million for the Works awarded by the Employer to Zelan Kiara Teratai JV was arrived at after negotiations between the Client, ZCSB and KTSB, taking into consideration of the scope of work, cost of materials and wages, technical support and supervision required in relation to the Works. 3.3 The salient terms of the Letter of Award include, inter alia, the following: The Completion Period is 30 months, divided into 2 phases as follows: (i) (ii) Phase 1 to be completed within 17 months from the Date of Site Possession; and Phase 2 to be completed within 13 months from the issuance of the Certificate of Partial Occupation for Phase 1. The Date of Site Possession is subject to the Client obtaining the approval from Kementerian Dalan Negeri and also conformity of financing support from the Client s project financier. Notwithstanding the aforementioned, the Client will issue a letter specifically for the confirmation of the Date of Site Possession to Zelan Kiara Teratai JV no later than 29 June
3 (c) Disbursement of payments for certified progress of work will be made by the Client to Zelan - Kiara Teratai JV within 21 days upon the Client s receipt of payment from its project financier. 4. RATIONALE FOR THE PROPOSALS The undertaking of the Proposals is in line with the existing core business activities of ZB, amongst others, in engineering and construction works and it is expected to contribute positively to the future profitability and growth of ZB. 5. FINANCIAL EFFECTS 5.1 The Proposals will not have any impact on the issued and paid up share capital and substantial shareholder s shareholdings in ZB as no new shares are to be issued. The Proposals will not have material effect on the gearing of ZB as the Proposals are funded mainly through internally generated funds. 5.2 The Proposals are expected to contribute positively to the consolidated earnings of ZB for the financial year ending 31 March 2013 as well as the future consolidated earnings over the duration of the Proposals. 5.3 The Proposals are envisaged to improve the net assets of ZB for the financial year ending 31 March 2013 and the subsequent financial years over the duration of the Proposals. 6. RISK FACTORS 6.1 During the course of implementation of the Works, Zelan Kiara Teratai JV may face risks from external factors such as shortage of labour and/or construction materials and unsatisfactory performance of sub-contractors which may delay the progress of the Works. ZB will endeavour to place its necessary resources by planning, supervising and complying with its quality control policies and procedures to meet its obligations under the Proposals to ensure timely completion of the Works. 6.2 Zelan Kiara Teratai JV may face the risk of fluctuations in the cost of wages and/or materials which may impact the profitability of the Proposed Project. ZB will conduct careful and proper planning of manpower and materials requirements to ensure timely completion of the Proposed Project within the project budget. 3
4 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS AND PERSONS CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS Save as disclosed below, none of the other directors and/or major shareholders and persons connected to them has any interest, direct or indirect, in the Proposals. ZB is 39.25% indirectly owned by Tan Sri Syed Mokhtar bin Syed Nor Al-Buklhary ( TSSM ) by virtue of his interest in MMC Corporation Berhad ( MMC ). The Proposals constitute related party transactions of ZB, which fall within the provisions of Paragraph of the Listing Requirements, on the following basis: Proposed JV between ZCSB and KTSB Ahmad Zaed bin Saleh Hamdi, who is a director and substantial shareholder of KTSB, is deemed to be related to TSSM by virtue of him having declared as a person connected to TSSM. Proposed Project awarded by NGISB to Zelan Kiara Teratai JV Ahmed Kamil bin P M Mustafa Kamal, who is a director of both NGISB and its holding company, NGSB, is deemed to be related to TSSM by virtue of him having declared as a person connected to TSSM. 8. HIGHEST PERCENTAGE RATIO Pursuant to Paragraph 10.02(g) of the Listing Requirements, the highest percentage ratio is 14.78% based on the project cost attributed to ZB over the total assets of ZB as at 31 March INDEPENDENT ADVISER In compliance with the provisions in Paragraph of the Listing Requirements, ZB has appointed KAF Investment Bank Berhad as the Independent Adviser in relation to the Proposals. 10. APPROVAL REQUIRED The approval of the shareholders of ZB is required to be obtained at a forthcoming EGM to be convened in order for ZCSB to undertake the Proposals. 4
5 11. DIRECTORS RECOMMENDATION After having considered all aspects of the Proposals, the Board is of the opinion that the Proposals are in the best interests of ZB and will therefore recommend the same for the shareholders approval. 12. DOCUMENTS AVAILABLE FOR INSPECTION The Letter of Award and the JV Agreement both dated 28 May 2012 are available for inspection at the registered office of ZB at 24 th Floor, Wisma Zelan, No. 1, Jalan Tasik Permaisuri 2, Bandar Tun Razak, Cheras, Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 29 May
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More informationDetails. Title No./ Lot No. : Lot No. 1749, Mukim Tangga Batu, Daerah Melaka Tengah, Negeri Melaka held under PN 16988
SEACERA GROUP BERHAD ( SGB OR COMPANY ) PROPOSED ACQUISITION OF LAND KNOWN AS LOT 1749, MUKIM TANGGA BATU, DAERAH MELAKA TENGAH, NEGERI MELAKA AND HELD UNDER PN 16988 TOGETHER WITH THE BUILDING ERECTED
More informationLION CORPORATION BERHAD ( LCB or the Company )
LION CORPORATION BERHAD ( LCB or the Company ) Proposed disposal by Lion General Trading & Marketing (S) Pte Ltd, a wholly-owned subsidiary of the Company, of its entire 100% equity interest in Lion Plate
More information(hereinafter BRSB, PIL, TRB, YDSB and ASBB shall be collectively referred to as Parties )
PROPOSED ESTABLISHMENT OF JOINT VENTURE WITH BUMIMAS RAYA SDN BHD, PACIFIC INTER-LINK SDN BHD, YAKIN DIJAYA SDN BHD AND AL SALAM BANK BAHRAIN VIA TULEN JAYAMAS SDN BHD AS THE JOINT VENTURE COMPANY ( Proposed
More informationEffective interest. Principal activities 100% Manufacture and sale of fibre cement products
HONG LEONG INDUSTRIES BERHAD ( HLI OR COMPANY ) I. PROPOSED DISPOSALS II. PROPOSED CAPITAL DISTRIBUTION (COLLECTIVELY, THE PROPOSALS ) 1. INTRODUCTION 1.1 On behalf of HLI, Hong Leong Investment Bank Berhad
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LNG RESOURCES BERHAD ( LNGRES OR COMPANY ) PROPOSED ESTABLISHMENT OF AN EMPLOYEES SHARE OPTION SCHEME OF UP TO 30% OF THE ISSUED AND PAID-UP SHARE CAPITAL (EXCLUDING TREASURY SHARES) OF LNGRES 1. INTRODUCTION
More informationQuarterly report on consolidated results for the financial period ended 31 March The figures have not been audited.
RESORTS WORLD BHD (Incorporated in Malaysia under Company No. 58019-U) Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur. P.O. Box 10937 50930 Kuala Lumpur, Malaysia. Tel: 03-21612288, Fax: 03-21615304
More informationPROPOSED PRIVATE PLACEMENT OF UP TO 10% OF THE ISSUED ORDINARY SHARES IN GFM SERVICES (EXCLUDING TREASURY SHARES)
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THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action you should take, please consult your Stockbroker, Bank Manager, Solicitor, Accountant or
More informationUpon the completion of the Acquisition of Shares, MAAKL Mutual will become a wholly-owned subsidiary of MANULIFE.
MANULIFE HOLDINGS BERHAD TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON-RELATED PARTY TRANSACTIONS MANULIFE HOLDINGS BERHAD ("MANULIFE" OR "THE COMPANY")- ACQUISITION OF 6,000,000 ORDINARY SHARES
More informationUnder the JVA signed, NMY and SPISB agree to co-operate with each other in a jointventure for the purpose of carrying out the Business.
SCANWOLF CORPORATION BERHAD ( SCANWOLF OR THE COMPANY ) JOINT-VENTURE BETWEEN SCANWOLF PLASTIC INDUSTRIES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SCANWOLF WITH NISSHA INDUSTRIAL AND TRADING MALAYSIA SDN
More informationCASH SUBSCRIPTION PRICE OF USD540 MILLION (OR EQUIVALENT TO APPROXIMATELY RM2,247 MILLION); AND
SAPURA ENERGY BERHAD ( SEB OR COMPANY ) PROPOSED STRATEGIC PARTNERSHIP BETWEEN SEB AND OMV AKTIENGESELLSCHAFT ( OMV AG ) THROUGH SEB UPSTREAM SDN BHD ( SUP ), A JOINT VENTURE COMPANY INCORPORATED TO HOLD
More informationPFCE will become an 80%-owned subsidiary of BHB; and
BOUSTEAD HOLDINGS BERHAD ( BHB OR COMPANY ) ACQUISITION OF 8,000,000 ORDINARY SHARES OF RM1.00 EACH ( SHARES ) IN PFC ENGINEERING SDN BHD ("PFCE") REPRESENTING 80% OF THE ISSUED AND PAID-UP SHARE CAPITAL
More informationThe Proposed ESOS will be administered by a committee to be duly appointed and authorised by the Board ( Option Committee ).
EKOVEST BERHAD ( EKOVEST OR COMPANY ) PROPOSED EMPLOYEES SHARE OPTION SCHEME ( ESOS ) FOR THE ELIGIBLE DIRECTORS AND EMPLOYEES OF EKOVEST AND ITS SUBSIDIARIES ( EKOVEST GROUP OR GROUP ) ( PROPOSED ESOS
More informationThe principal business of Innobird is investment holding. Innobird is the registered and beneficial owner of Supara (collectively, the Group ).
ACQUISITION OF 1,000,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING 100% EQUITY INTEREST IN THE ISSUED AND PAID-UP SHARE CAPITAL OF INNOBIRD (M) SDN BHD 1.0 INTRODUCTION Further to our announcement on
More informationDESTINI BERHAD ("DESTINI" OR "THE COMPANY") - Proposed Disposal of 51.92% Equity Interest in Green Pluslink Sdn Bhd
DESTINI BERHAD ("DESTINI" OR "THE COMPANY") - Proposed Disposal of 51.92% Equity Interest in Green Pluslink Sdn Bhd 1. INTRODUCTION The Board of Directors of Destini wishes to announce that Destini had
More informationIf you are in any doubt as to what action you should take, please consult an appropriate independent professional adviser.
THIS CIRCULAR CONTAINS IMPORTANT INFORMATION FOR YOUR ATTENTION. If you are in any doubt as to what action you should take, please consult an appropriate independent professional adviser. Bursa Malaysia
More informationCompletion of the sale and purchase of the Sale Shares is conditional upon the following conditions precedent having being fulfilled:
( SMB OR COMPANY ) PROPOSED DISPOSAL OF 205,000,000 ORDINARY SHARES IN CH OFFSHORE LTD ( CHO ) REPRESENTING 29.07% OF THE ENTIRE ISSUED ORDINARY SHARES OF CHO BY SCOMI MARINE SERVICES PTE LTD ( SMS ),
More informationNCB HOLDINGS BHD (Company No.: K) (Incorporated in Malaysia under the Companies Act, 1965)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant
More informationOn even date, MPB had further granted an irrevocable and unconditional letter of undertaking to the Sellers to:
MEDIA PRIMA BERHAD ("MPB" OR THE "COMPANY") PROPOSED ACQUISITION OF 100% EQUITY IN REV ASIA HOLDINGS SDN. BHD. (THE "TARGET COMPANY") BY MEDIA PRIMA DIGITAL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF MPB
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(Incorporated in Malaysia) MINUTES OF EXTRAORDINARY GENERAL MEETING Date : Monday, 1 October 2018 Time : 11.30 a.m. Venue : Banyan, Casuarina and Dillenia Room (Ground Floor) Sime Darby Convention Centre
More informationLATITUDE TREE HOLDINGS BERHAD ( LATITUDE TREE OR THE COMPANY ) - ACQUISITION OF PROPERTY BY RHONG KHEN TIMBERS SDN BHD ( RKT )
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More informationPreviously, the Board of MMC had announced the following:
MMC CORPORATION BERHAD ( MMC OR COMPANY ) PROPOSED ACQUISITION OF 37,459,501 ORDINARY SHARES IN PENANG PORT SDN BHD ( PPSB ) REPRESENTING APPROXIMATELY 51.0% ORDINARY EQUITY INTEREST IN PPSB BY MMC PORT
More information(PROPOSED PNB SUBSCRIPTION AND PROPOSED FUNDS SUBSCRIPTION COLLECTIVELY REFERRED TO AS PROPOSED SUBSCRIPTION );
UMW OIL & GAS CORPORATION BERHAD ( UMW-OG OR COMPANY ) (I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 6,053,600,000 NEW ORDINARY SHARES IN UMW-OG ( RIGHTS SHARES ) AT AN ISSUE PRICE OF RM0.30 PER RIGHTS
More informationECO WORLD DEVELOPMENT GROUP BERHAD ( EW BERHAD OR THE COMPANY )
ECO WORLD DEVELOPMENT GROUP BERHAD ( EW BERHAD OR THE COMPANY ) (I) (II) SUBSCRIPTION AND SHAREHOLDERS AGREEMENT ( SSA ) BETWEEN EW BERHAD, EMPLOYEES PROVIDENT FUND BOARD OR ITS WHOLLY-OWNED SUBSIDIARY
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AMANAH HARTA TANAH PNB ( AHP OR THE TRUST ) (I) (II) Acquisition by AmanahRaya Trustees Berhad ( Trustee ) for and on behalf of AHP, of the piece of land held in perpetuity under Lot No. P.T. 557, Title
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YONG TAI BERHAD ( YTB OR THE COMPANY ) PROPOSED DISPOSALS BY YTB OF ITS 100% EQUITY INTEREST IN: i) YUTA REALTY SDN BHD ( YUTA ) FOR A CASH CONSIDERATION OF RM300,000; ii) YONG TAI SAMCHEM SDN BHD ( YTSM
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EA HOLDINGS BERHAD ("EAH" OR THE "COMPANY") I. PROPOSED ACQUISITION OF 1,275,000 ORDINARY SHARES OF RM1.00 EACH IN DDSB (M) SDN BHD ("DDSB"), REPRESENTING 51% EQUITY INTEREST IN DDSB FOR A TOTAL PURCHASE
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ANCOM LOGISTICS BERHAD ( ALB OR THE COMPANY ) PROPOSED DISPOSAL OF 7,911,192 ORDINARY SHARES OF SINSENMOH TRANSPORTATION PTE LTD ( SSM ) ( SSM SHARE(S) ), REPRESENTING 100% OF THE ISSUED AND PAID-UP SHARE
More informationFurther details of the Proposed Private Placement are set out in the ensuing sections.
JAKS RESOURCES BERHAD ( JRB OR COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO 43,836,100 NEW ORDINARY SHARES OF JRB REPRESENTING APPROXIMATELY 10% OF THE EXISTING TOTAL NUMBER OF ISSUED SHARES OF JRB (
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PARLO BERHAD (FORMERLY KNOWN AS CYBERTOWERS BERHAD) ( PARLO OR COMPANY ) PROPOSED SUBSCRIPTION OF 350,000 NEW ORDINARY SHARES IN TRAVEL IDEAS ONLINE SDN BHD WHICH WOULD RESULT IN TRAVEL IDEAS ONLINE SDN
More informationPurchasers No. of TGSC Shares Acquired % Purchase Price (RM)
EXECUTION OF SHARE SALE AND PURCHASE AGREEMENT AND SHAREHOLDERS AGREEMENT IN ESCROW BY CSC STEEL HOLDINGS BERHAD ( CHB ) IN RESPECT OF PURCHASE OF 8,000,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING
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Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused the contents of this Share Buy- Back Statement prior to its issuance as it is prescribed as an exempt document. Bursa Securities takes
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THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant
More informationY.S.P. SOUTHEAST ASIA HOLDING BERHAD (Company No X) (Incorporated in Malaysia under the Companies Act, 1965)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manager
More information(COLLECTIVELY REFERRED TO AS THE PROPOSED AMENDMENTS )
ATTA GLOBAL GROUP BERHAD ( ATTA OR COMPANY ) (I) (II) (III) (IV) PROPOSED TRUST DEED AMENDMENTS; PROPOSED DEED POLL B AMENDMENTS; PROPOSED DEED POLL C AMENDMENTS; AND PROPOSED BY-LAWS AMENDMENTS. (COLLECTIVELY
More informationDAGANG NeXCHANGE BERHAD (Company No P) (Incorporated in Malaysia under the Companies Act, 1965)
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant
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More informationCIRCULAR TO SHAREHOLDERS IN RELATION TO
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant
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GADANG HOLDINGS BERHAD ( GADANG OR THE COMPANY ) (I) (II) (III) (IV) (V) (VI) PROPOSED SHARE SPLIT; PROPOSED BONUS ISSUE OF SHARES; PROPOSED BONUS ISSUE OF WARRANTS; PROPOSED ESOS; PROPOSED INCREASE IN
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or
More informationUnless otherwise stated, the exchange rate for the purpose of this Announcement is assumed to be SGD1.00 : RM
Page 1 of 8 PARKSON HOLDINGS BERHAD ( PHB OR THE COMPANY ) PROPOSED INTERNAL REORGANISATION OF PHB S GROUP STRUCTURE WHICH ENTAILS THE PROPOSED DISPOSAL OF THE ENTIRE 67.6% EQUITY INTEREST IN PARKSON RETAIL
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