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发表于 13-12-2012 11:24 PM
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聯營能源公司 科恩馬相中油氣上游工程
企業財經13/12/2012 22:00
（吉隆坡13日訊）科恩馬（KNM，7164，主要板工業）與HMS油氣私人有限公司，聯手科恩馬HMS能源私人有限公司，競標國內油氣領域上游工程。
科恩馬向馬證交所報備，今日已正式與HMS油氣簽署股權聯營協議，將在科恩馬HMS能源握有70%持股；HMS油氣則持有余下30%股權。
文告說，科恩馬HMS能源目前授權股本達1000萬令吉，繳足資本則為2令吉，但在行使股權聯營協議后，該公司繳足資本將擴至100萬令吉。[ChinaPress]
Type | Announcement | Subject | OTHERS | Description | Shareholders cum Joint Venture Agreement with HMS Oil and Gas Sdn Bhd | 1. INTRODUCTION
KNM Group Berhad (“KNM” or “the Company”) is pleased to announce that it has on 13 December 2012 entered into a Shareholders cum Joint Venture Agreement (“JVA”) with HMS Oil and Gas Sdn Bhd (“HMS”) to establish a company known as KNM HMS Energy Sdn Bhd (“KHE”).
KNM will hold a 70% equity stake in KHE and the balance 30% equity stake will be held by HMS.
KHE will be utilized by the parties to the JVA to secure opportunities in the upstream oil and gas sector in Malaysia (hereinafter referred to as the “Business”).
2. INFORMATION ON KNM, HMS AND KHE
KNM is a public listed company listed on the Bursa Securities Malaysia Berhad and is a worldwide process equipment manufacturer and turnkey solutions provider in the oil and gas, petrochemical, power, mineral processing, biofuels, renewable energy and environmental industry.
HMS was incorporated on 7 June 2011 as a private limited company under the laws of Malaysia. Its authorised share capital is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each and its current issued and paid-up share capital is RM1,000,000. HMS is involved in the upstream oil and gas industry through the provision of E&P, Marine and Brownfield services.
KHE was incorporated on 11 December 2012 as a private limited company under the laws of Malaysia and is currently dormant with an authorised share capital of RM10,000,000 and an issued and paid up capital of RM2. Upon the execution of the JVA, the paid up capital of KHE will be increased from RM2 to RM1 million.
3. DETAILS OF THE JVA
3.1 Salient terms of the JVA
Upon the execution of the JVA, both parties shall subscribe for new shares in KHE which will result in the enlarged issued share capital of KHE being held by KNM and HMS as per the following ("Investment"):-
| Shareholders | No of Shares | % of shareholding | | KNM | 700,000 | 70% | | HMS | 300,000 | 30% | | TOTAL | 1,000,000 | 100% |
3.2 Obligation of the Parties
The salient obligations of the Parties as set out in the JVA are as follows:-
KNM
To supply process equipment and process system for the oil, gas and related services for the upstream oil and gas sector as may be required by KHE in respect of any relevant works awarded to KHE pursuant to the Business.
HMS
To secure the works pursuant to the Business and to assist KHE in securing the engagement of relevant technology providers with specific areas of expertise as may be required for the Business.
4. FINANCIAL EFFECTS OF THE INVESTMENT
4.1 Share Capital
The Investment does not affect the share capital of KNM.
4.2 Earnings
The Investment is not expected to have any material effect on the consolidated earnings of KNM and KNM Group for the financial year ending 31 December 2012.
4.3 Substantial Shareholders’ Shareholdings
The Investment does not affect the shareholdings of the substantial shareholders in KNM.
4.4 Net Assets and Gearing
The Investment will not have any material effect on the consolidated net assets and gearing of KNM and KNM Group for the year ending 31 December 2012.
4.5 Source of Funding
KNM will finance its equity stake in KHE by internally generated funds.
5. RATIONALE
The JVA is in line with KNM’s strategy to enhance its participation in the upstream oil and gas value through strategic partnerships.
6. RISK FACTORS
The Investment is subject to certain risks mainly in the oil and gas, petrochemical and energy industries. These include changes in general economic conditions such as but not limited to inflation, taxation, interest rates, labour and material supply; changes in business and operating conditions such as but not limited to government/state government and statutory regulations; and deterioration in prevailing market conditions.
The Investment does not alter the risk profile of KNM as KNM Group is already operating in these industries and hence will continue to be exposed to risk factors that they currently face whilst operating in these industries.
Although KNM Group with its vast experience may undertake efforts to mitigate the various risks, there is no assurance that any change in the above factors will not have a material adverse effect on the business and operations of KNM and/or KNM Group.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors, major shareholders, persons connected to the Directors or major shareholders of the Company has any interest, direct or indirect, in the Investment.
8. DIRECTORS’ STATEMENT
Having considered all aspects of the Investment, the Board of Directors is of the opinion that the Investment is in the best interest of the Company.
9. CONDITION OF THE INVESTMENT
The Investment is not subject to the approvals of any governmental authority and the shareholders of KNM.
10. DOCUMENTS FOR INSPECTION
Details of JVA are available for inspection at the registered office of KNM at 15 Jalan Dagang SB 4/1, Taman Sungai Besi Indah, 43300 Seri Kembangan, Selangor Darul Ehsan, Malaysia for three (3) months from date of this Announcement during normal business hours from Mondays to Fridays.
11. HIGHEST PERCENTAGE RATIO
The highest percentage ratio pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Investment is 0.10%.
This announcement is dated 13 December 2012.
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