該公司剛在昨日宣佈這個消息,請問那個大大知道其在表示什麼嗎?
ZELAN BERHAD (?ZELAN? OR ?COMPANY?)
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| PROPOSED RENEWAL OF SHAREHOLDERS? MANDATE FOR RECURRENT RELATED PARTY |
| TRANSACTIONS (?RRPTs?) OF REVENUE OR TRADING NATURE (?PROPOSED SHAREHOLDERS? |
| MANDATE?) |
| 1. INTRODUCTION |
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| 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 |
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| of revenue or trading nature. |
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| 2. DETAILS OF THE PROPOSED SHAREHOLDERS? MANDATE |
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| 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 |
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| 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. |
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| 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 |
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| 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. |
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| Therefore, the Board proposes to seek the approval of the shareholders of Zelan |
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| 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. |
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| 3. RATIONALE FOR THE PROPOSED SHAREHOLDERS? MANDATE |
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| 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. |
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| 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 |
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| corporate objectives and business opportunities. |
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| 4. EFFECTS OF THE PROPOSED SHAREHOLDERS? MANDATE |
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| 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. |
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| 5. APPROVALS REQUIRED |
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| The Proposed Shareholders? Mandate is subject to and conditional upon approvals |
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| being obtained from the following: |
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| (i) the shareholders of Zelan at the forthcoming EGM; and |
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| (ii) any other relevant authorities, if required. |
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| 6. DIRECTORS? AND MAJOR SHAREHOLDERS? INTERESTS |
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| 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. |
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| 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 |
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| 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. |
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| 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. |
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| 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. |
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| 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 |
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| from voting on the relevant resolution which they are interested in, pertaining |
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| to the Proposed Shareholders? Mandate at the forthcoming EGM. |
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| 7. DIRECTORS? STATEMENT |
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| The Board, except for Encik Hasni bin Harun, Mr Yoong Nim Chee, Commander (Rtd) |
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| 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. |
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| 8. ADVISER |
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| CIMB has been appointed as the adviser for the Proposed Shareholders? Mandate. |
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| 9. DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/ OFFER OF |
| SECURITIES ISSUED BY THE SECURITIES COMMISSION (?SC GUIDELINES?) |
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| The Proposed Shareholders? Mandate does not require approval from the |
| Securities Commission. |
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| This announcement is dated 25 June 2008 |