1. INTRODUCTION
The Board of Directors of Freight Management Holdings Bhd (‘”FMHB” or “Company”) wishes to announce that FMHB and Scomi Energy Services Bhd (“SESB”) have embarked on a joint venture (“Joint Venture”), by entering into the following joint venture agreements, on 3 June 2013:
(i) a joint venture agreement for the purpose of setting up a joint venture company ("Vessel Owner") to jointly acquire and own marine vessels ("Vessel Owner JVA"); and
(ii) a joint venture agreement for the purpose of setting up another joint venture company ("Vessel Operator") to jointly operate marine vessels ("Vessel Operator JVA"),
with a view to jointly pursue business relating to the provision of services to the oil and gas industry in South East Asia.
2. SALIENT TERMS OF THE VESSEL OWNER JVA
2.1 The purpose of the Vessel Owner JVA is to formalise and to set out the terms and conditions to regulate the relationship of the parties, inter se, as shareholders of the Vessel Owner, and for the implementation of the objectives and business of the Vessel Owner.
2.2 The Vessel Owner will be a company to be incorporated under the Labuan Companies Act, 1990, under such name to be mutually agreed between FMHB and SESB or such other name as may be approved by the relevant authorities.
2.3 The main objective of the Vessel Owner is to acquire and own marine vessels for the purposes of leasing or chartering the marine vessels on bare boat basis to third parties in the oil and gas industry and other industry in South East Asia and/or to such other parties as may be mutually agreed.
2.4 The Vessel Owner will have an initial authorised share capital of United States Dollar Ten Million (USD10,000,000.00) only divided into Ten Million (10,000,000) shares of USD1.00 each, and an initial issued share capital of United States Dollar Six Hundred Thousand (USD600,000.00) only, which shall be subscribed by FMHB and SESB, in the proportion set out in the table below, in cash, which will be financed by internally generated funds, respectively.
Party | | | Subscription Amount (USD) |
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2.5 The Board of Directors of the Vessel Owner will comprise of four (4) directors, two (2) each to be nominated by FMHB and SESB, respectively.
2.6 The first project to be undertaken by the Vessel Owner will be the purchase of a tug and barge. FMHB and SESB will advance to the Vessel Owner, a non-interest bearing shareholders’ loan of an aggregate amount of up to thirty per centum (30%) of the purchase price of the Vessel or such equity portion as may be required by the financier for the Vessel (“Financier”), in the proportion of their respective shareholdings in the Vessel Owner, which will be utilised by the Vessel Owner to part finance the purchase of the Vessel.
2.7 To finance the balance of the purchase price of the Vessel, the Vessel Owner will obtain financing on appropriate and favorable terms to be mutually agreed by the JV with the financial institution.
2.8 Save as stated in paragraphs 2.6 and 2.7 above, the working capital and other cash flow requirements of the Vessel Owner will be met, to the extent possible, through internal funding by the Vessel Owner.
3. SALIENT TERMS OF THE VESSEL OPERATOR JVA
3.1 The purpose of the Vessel Operator JVA is to formalise and to set out the terms and conditions to regulate the relationship of the parties, inter se, as shareholders of the Vessel Operator, and for the implementation of the objectives and business of the Vessel Operator.
3.2 The Vessel Operator will be a company to be incorporated under the Companies Act, 1965, under such name to be mutually agreed between FMHB and SESB or such other name as may be approved by the relevant authorities.
3.3 The main objective of the Vessel Operator is to operate marine vessels for the purposes of leasing or chartering the marine vessels on time charter to third party in the oil and gas industry and other industry in South East Asia.
3.4 The Vessel Operator with have an initial authorised share capital of Ringgit Malaysia One Million (RM1,000,000.00) only divided into 1,000,000 shares of RM1.00 each, and an initial issued share capital of Ringgit Malaysia Fifty Thousand (RM50,000.00) only, which shall be subscribed by FMHB and SESB in the proportion set out in the table below, in cash, which be financed by internally generated funds, respectively.
3.5 The Board of Directors of the Vessel Operator will comprise of four (4) directors, two (2) each to be nominated by FMHB and SESB, respectively.
3.6 The working capital and other cash flow requirements of the Vessel Operator will be met, to the extent possible, through external borrowings by the Vessel Operator.
4. RATIONALE OF THE JOINT VENTURE
The Joint Venture will provide FMHB and SESB a synergy with their respective principal activities, to jointly acquire, own and operate marine vessels, for the purposes of leasing or chartering the marine vessels to third party in the oil and gas industry and other industry in South East Asia.
5. INFORMATION ON FMHB
FMHB is an investment holding company with its subsidiaries providing international freight services covering sea, rail, air freight and tug and barge services, customs brokerage and distribution container haulage and conventional trucking services.
6. INFORMATION ON SESB
SESB is an investment holding company, with a marine logistics and offshore support services division, which is, principally, involved in the provision of vessels and offshore support services to the oil and gas industry in South East Asia.
7. APPROVAL
The Joint Venture is not subject to the approval of the shareholders of the Company or the approval of any relevant authorities in Malaysia.
8. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the directors or substantial shareholders of the Company or persons connected with the Company have any direct or indirect interest in the Joint Venture.
9. DIRECTORS' OPINION
The Board of Directors of the Company is of the opinion that the Joint Venture and the incorporation of the Vessel Owner and Vessel Operator are in the best interest of the Company.
10. EFFECTS OF THE JOINT VENTURE
The Joint Venture will have no effect on the issued and paid up capital of the Company and will have no material impact on the Company’s earnings and net tangible assets for the financial ending 30 June 2013.
11. DOCUMENT AVAILABLE FOR INSPECTION
The Vessel Owner JVA and the Vessel Operator JVA are available for inspection at the registered office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, during normal office 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 3 June 2013.
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