Transactions (Chapter 10 Of Listing Requirements):Non Related Party Transactions

BackDec 31, 2014
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description PRESTARIANG BERHAD (“PRESTARIANG” OR “THE COMPANY”)
- JOINT VENTURE AGREEMENT BETWEEN PRESTARIANG BERHAD AND MIE CORPORATE HOLDINGS SDN. BHD.

PRESTARIANG BERHAD (“PRESTARIANG” OR “THE COMPANY”)
 - JOINT VENTURE AGREEMENT BETWEEN PRESTARIANG BERHAD
AND MIE CORPORATE HOLDINGS SDN. BHD.

1.0     INTRODUCTION


Further to our announcements dated 3 November 2014 and 4 November 2014, the Board of Directors of Prestariang is pleased to announce that following the Memorandum of Understanding (“MOU”) entered between Prestariang and MIE Corporate Holdings Sdn Bhd. (“MIEC”) on 3 November 2014,  Prestariang had on 31 December 2014 entered into a Joint Venture Agreement (“JVA”) with MIEC (jointly referred to as “the JV Parties”), for the purpose  of participating in a joint venture company known as “Prestariang O&G Sdn. Bhd.”, currently a wholly-owned subsidiary of Prestariang (hereinafter referred to as “JV Company”).

 

2.0     DETAILS OF THE PARTIES TO THE JVA

2.1    PRESTARIANG

Prestariang was incorporated in Malaysia and is having its business office at 70–73, Neocyber, Lingkaran Cyber Point Barat, 63000 Cyberjaya, Selangor. 

2.2    MIEC

MIEC was incorporated in Malaysia and is having its registered office at No 2, Jalan Industri PBP 2, Taman Industri Pusat Bandar Puchong, 47100 Puchong, Selangor.

3.0     DETAILS OF THE JOINT VENTURE (“JV”)

3.1     Rationale of the JVA

The JV Parties are desirous of participating in a joint venture company which is known as “Prestariang O&G Sdn. Bhd.” for the following purposes:-

a)          to jointly undertake the setting-up, operation and management of a business entity to source, acquire, train (if necessary) and supply skilled workers (both Malaysian and foreign) throughout the nation and in particular in relation to the Refinery and Petrochemicals Integrated Development (RAPID) project in Pengerang, Johor, and to related industries in general; and

b)          in relation to quality and regulatory requirements of the business and industries in general, to provide international and industry-recognised and certified training programs in line with the business and the industries’ requirements.

 

3.2     Share Equity Participation in the JV Company

 The authorised and/or issued and paid-up or fully credited as paid-up capital of the ordinary shares of the JV Company shall be in the proportion set out below:-

Name of shareholders

Capital Outlay (RM)

No. of shares to be held (in units)

Share equity percentage

Prestariang

510,000

510,000

51%

MIEC

490,000

490,000

49%

Total

1,000,000

1,000,000

100%

         3.3      The principal business of the JV Company shall be as follows:

(a)     Shall be of a skilled worker (local and foreign) management company providing sourcing, acquisition, training, placement/outsourcing and management services of qualified foreign and local workers to the Oil & Gas and related industries in general, and to RAPID in particular;

(b)     In relation to quality and regulatory requirements of the business and industries in general, to provide international- and industry-recognised and certified training programs in line with the business and the industries’ requirements; and

 

 

(c)     To meet the industry needs for skilled manpower for the NKEA projection in the Oil & Gas industry in particular for RAPID and related industries in general.

4.0     FINANCING/ SOURCE OF FUNDS

The JV Parties agree that all additional capital requirements of the JV Company, as well as the source of financing thereof, shall from time to time be determined by the Board and based on principles as set-out in the JV Agreement.

5.0     RISKS FACTORS

The Company does not foresee any exceptional risk other than the normal operational risks associated with joint venture. The Company will take the necessary steps to mitigate the risks as and when it occurs.

6.0     FINANCIAL EFFECTS

The joint venture is not expected to have any major financial impact for the financial year ending 31 December 2014 but is expected to contribute positively to the future earnings of the Company.

Such collaborations will not have any effect on the share capital and substantial shareholders’ shareholding of Prestariang.

7.0     APPROVALS REQUIRED

The JVA does not require the approval of the Company’s shareholders or any relevant government authorities.

8.0     DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the Directors and/or Major Shareholders and/or persons connected to them, has any interest, direct or indirect in the joint venture.

9.0     STATEMENT BY DIRECTORS

The Board of Directors of Prestariang is of the opinion that the JV is in the best interest of the Company.

This announcement is dated 31 December 2014.

 


Announcement Info

Company Name PRESTARIANG BERHAD  
Stock Name PRESBHD    
Date Announced 31 Dec 2014  
Category General Announcement
Reference No CS-141231-44178