1. INTRODUCTION
The Board of Directors of Zecon Berhad (‘the Board”) is pleased to announce that Zecon Berhad (“ZECON” or “the Company”), had on 06 February 2025, entered into a Memorandum of Understanding (“MOU”) with Petrosabah Sdn Bhd (“PETROSABAH”).
(Hereinafter, ZECON and PETROSABAH shall collectively be referred to as “the Parties” and individually known as “the Party”)
2. RATIONALE OF THE MOU
The objective of this MOU is for the Parties to collaborate and explore long-term opportunities for a mutually supportive and beneficial relationships with the aim to jointly undertake the development of the large scale photovoltaic floating integrated project on Lot No. CL115355667 at Lahad Datu, Sabah (“Proposed Project”)
This MOU will serve as a platform for the Parties to sign a formal joint venture agreement and/or any other relevant agreements in relation to the Proposed Project.
3. INFORMATION OF THE MOU PARTIES
3.1 Information on ZECON
ZECON, (Registration No. 198501002015 (134463-X)), a company incorporated under the laws of Malaysia and having its registered office at 8th Floor, Menara Zecon, No. 92, Lot 393, Section 5 KTLD, Jalan Satok, 93400 Kuching, Sarawak.
Zecon has developed a vast expanse of resources that cover amongst others, construction, water infrastructure, property development, healthcare & hospital concession and renewable energy.
3.2 Information on PETROSABAH
PETROSABAH (Company Registration No.: 201601002867 (1173793-K)), a Company incorporated under the laws of Malaysia and having its registered office at 13th Floor, Wisma Innoprise, Jalan Sulaman, P.O.Box 11623, 88817 Kota Kinabalu, Sabah.
PETROSABAH is a wholly owned subsidiary of Innoprise Corporation Sdn Bhd (Company No. 198801005607 (172964-P)) (“ICSB”). ICSB is an investment and management company for the group of companies under Yayasan Sabah Group and its mission is to serve as the investment vehicle of Yayasan Sabah, working towards the better future and socioeconomic progress for the people of Sabah and is dedicated to supplementing and completing the Government of Sabah’s efforts in achieving these objectives.
4. SALIENT TERMS OF THE MOU
The salient terms of the MOU are as set out below:
a) The Parties hereby agree and acknowledge that the descriptions of the Proposed Project are preliminary and subject to the comprehensive and feasibility studies to be conducted by ZECON and approvals being obtained from the relevant authorities.
b) The Parties agree to form a joint venture company for the purpose of the Proposed Project with the proposed shareholdings structures of 70% and 30% for ZECON and PETROSABAH respectively. The shares shall be offered to PETROSABAH as free shares.
c) The Parties shall use their best endeavour to perform their duties and obligations for the best interests of the Parties and the joint venture company.
d) This MOU shall take effect from the date of signing and shall remain in full force and effect for the duration of six (6) months or until suspended, discontinued or upon entry into a joint venture agreement, whichever is the earlier. Either Party may suspend or discontinue this MOU, in whole or in part, by providing advance notice in writing to the other Party of its decision to do so.
5. EFECTS OF THE MOU
The Board is of the view that, the MOU will not have any material effect on the issued share capital and substantial shareholders’ shareholdings of the Company as there is no issuance of new ordinary shares in the Company. The financial effect of the MOU cannot be determined at this juncture as there is no formal agreement being executed yet.
6. RISK FACTORS
The Board is not aware of any risk factors arising from the MOU as the MOU is not legally binding until the execution of a formal agreement to formalise the potential collaboration between the Parties and the agreed terms in the MOU.
7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDER AND/OR PERSONS CONNECTED TO THEM
None of the directors, major shareholder and/or persons connected to them has any interest, either directly or indirectly in the MOU.
8. APPROVALS REQUIRED
The MOU is not subject to and conditional upon approvals from the shareholders of the Company and/or any other relevant authorities.
9. DIRECTORS’ STATEMENT
The Board, having considered all relevant aspects of the MOU, is of the opinion that the MOU is in the best interest of the Company.
This announcement is dated 06 February, 2025.