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【M&G 5078 交流专区】(前名 SILKHLD)
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发表于 12-4-2024 12:58 PM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD ("M&G" OR "THE COMPANY")- DISPOSAL OF VESSELS BY THE WHOLLY OWNED SUBSIDIARIES OF M&G | Reference is made to the announcements made by the Company on 4 April 2024.
The Company would like to further break down the utilisation of the net disposal proceeds arising from the disposal of the two clean petroleum product ("CPP") tankers by the Company’s wholly-owned subsidiaries namely TKH Marine (L) Ltd. (“TKH”) and M&G Tankers Sdn. Bhd. (“MGT”). As explained previously, the net disposal proceeds from the disposal of the tankers amounted to RM51 million. A portion of this was utilised as follows:
Item
| Amount Utilised (RM,000) | Repayment of vessel financings by MGT | 6,000 | Repayment of shareholder’s loan by TKH | 4,100 | Redemption of preference shares by MGT | 6,600 | Working capital for TKH, MGT and Jasa Merin (Labuan) Ltd. | 5,300 | Total | 22,000 |
As mentioned in the previous announcement, the remaining proceeds from the disposal of the vessels amounting to RM29 million will provide part of the financing required for M&G’s fleet renewal and optimisation strategy. This strategy is part of the initiative to replace its aging CPP tankers and replace it with a more versatile chemical tanker or a newer CPP tanker that meet charterers requirements taking into account new environmental considerations.
A further announcement will be made when the renewal and optimisation programme is firmed.
This announcement is dated 9 April 2024.
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发表于 12-8-2024 03:26 PM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD ("M&G" or "THE COMPANY")- CALL OPTION TO ACQUIRE THE PREFERENCE SHARES ("JMM PS") OF JASA MERIN (MALAYSIA) SDN BHD ("JMM") FROM AFFIN BANK BERHAD, MAYBANK ISLAMIC BERHAD AND BANK PEMBANGUNAN MALAYSIA BERHAD ("THE BANKS") UNDER THE DEBT RESTRUCTURING EXERCISE OF JMM, A 70% OWNED SUBSIDIARY OF M&G WITH THE BANKS | The Board of M&G wishes to announce that the Company has on today received a notification from its Director and major shareholder namely, Tan Sri Mohammed Azlan bin Hashim, who is also the Executive Chairman of the Company that he and his son had exercised the Call Option to acquire 3,200,000 JMM PS from the Banks at the exercise price of RM1.10 per JMM PS. The 3,200,000 JMM PS are exchangeable with 32,000,000 ordinary shares of M&G.
Under the abovementioned Call Option, each of the Promoters (Tan Sri Mohammed Azlan bin Hashim and Abdul Rahman bin Ali) shall have the option to acquire such number of JMM PS under the Call Option Agreement from each Bank calculated on a pro-rata basis according to each Bank’s percentage of the total number of JMM PS beneficially owned by such Bank at the time the Call Option is exercised by the relevant Promoters.
The details of the options exercised are set out below:
Name of Director/Major Shareholder | Designation | Number of Options Exercised |
Tan Sri Mohammed Azlan bin Hashim | Executive Chairman |
1,200,000 JMM PS (to be exchangeable with 12,000,000 ordinary shares of M&G)
| Mohammed Zhakri bin Mohammed Azlan (son of Tan Sri Mohammed Azlan bin Hashim) | - | 2,000,000 JMM PS (to be exchangeable with 20,000,000 ordinary shares of M&G)
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Shareholders’ approval for the issuance and allotment of new ordinary shares in M&G and the acquisition of JMM PS from the Promoters were duly obtained via an Extraordinary General Meeting of the Company held on 31 December 2019.
Relevant announcements will be made when the abovementioned JMM PS are exchanged for the ordinary shares of M&G by Tan Sri Mohammed Azlan bin Hashim and Mohammed Zhakri bin Mohammed Azlan in due course.
This announcement is dated 29 July 2024.
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发表于 23-8-2024 02:16 AM
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1. Details of Corporate Proposal | Involve issuance of new type/class of securities ? | No | Types of corporate proposal | Others | Details of corporate proposal | Issuance of new ordinary shares in Marine & General Berhad ("M&G Shares") at the issue price of RM0.10 per M&G Share upon the exchange of irredeemable preference shares of RM1.00 each in Jasa Merin (Malaysia) Sdn Bhd ("JMM PS") | No. of shares issued under this corporate proposal | 32,000,000 | Issue price per share ($$) | Malaysian Ringgit (MYR) 0.1000 | Par Value($$) (if applicable) |
| Latest issued share capital after the above corporate proposal in the following | Units | 755,878,744 | Issued Share Capital ($$) | Malaysian Ringgit (MYR) 273,204,246.450 | Listing Date | 13 Aug 2024 |
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发表于 26-8-2024 05:09 PM
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Particulars of substantial Securities HolderName | TAN SRI MOHAMMED AZLAN BIN HASHIM | Nationality/Country of incorporation | Malaysia | Descriptions (Class) | Ordinary Shares | Details of changesNo | Date of change | No of securities | Type of Transaction | Nature of Interest | 1 | 13 Aug 2024 | 12,000,000 | Acquired | Direct Interest | Name of registered holder | CIMSEC Nominees (Tempatan) Sdn Bhd CIMB for Mohammed Azlan bin Hashim | Description of "Others" Type of Transaction | | 2 | 13 Aug 2024 | 20,000,000 | Acquired | Deemed Interest | Name of registered holder | RHB Capital Nominees (Tempatan) Sdn Bhd Mohammed Zhakri bin Mohammed Azlan | Description of "Others" Type of Transaction | |
Circumstances by reason of which change has occurred | Acquisition via the exchange of Jasa Merin (Malaysia) Sdn Bhd's Preference Shares with Marine & General Berhad's Ordinary Shares. | Nature of interest | Direct and Indirect Interest | Direct (units) | 61,440,180 | Direct (%) | 8.128 | Indirect/deemed interest (units) | 111,236,333 | Indirect/deemed interest (%) | 14.716 | Total no of securities after change | 172,676,513 | Date of notice | 14 Aug 2024 | Date notice received by Listed Issuer | 14 Aug 2024 |
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发表于 28-9-2024 01:44 PM
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SUMMARY OF KEY FINANCIAL INFORMATION
31 Jul 2024 |
| INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Jul 2024 | 31 Jul 2023 | 31 Jul 2024 | 31 Jul 2023 | $$'000 | $$'000 | $$'000 | $$'000 |
1 | Revenue | 91,192 | 84,628 | 91,192 | 84,628 | 2 | Profit/(loss) before tax | 17,477 | 11,371 | 17,477 | 11,371 | 3 | Profit/(loss) for the period | 17,348 | 11,303 | 17,348 | 11,303 | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 12,995 | 7,411 | 12,995 | 7,411 | 5 | Basic earnings/(loss) per share (Subunit) | 0.58 | 0.33 | 0.58 | 0.33 | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent ($$) | 0.1936 | 0.1850
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发表于 5-10-2024 03:31 AM
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Expiry/Maturity of the securities
Instrument Category | Securities of PLC | Instrument Type | Warrants | Type Of Expiry | Expiry/Maturity of the securities | Mode of Satisfaction of Exercise/Conversion price | Cash | Exercise/ Strike/ Conversion Price | Malaysian Ringgit (MYR) 0.1600 | Exercise/ Conversion Ratio | 1:1 | Settlement Type / Convertible into | Physical (Shares) | Last Date & Time of Trading | 22 Oct 2024 05:00 PM | Date & Time of Suspension | 23 Oct 2024 09:00 AM | Last Date & Time for Transfer into Depositor's CDS a/c | 01 Nov 2024 04:30 PM | Date & Time of Expiry | 08 Nov 2024 05:00 PM | Date & Time for Delisting | 11 Nov 2024 09:00 AM | https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3489280
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发表于 15-2-2025 07:37 AM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD- AWARD FOR THE PROVISION OF SIX (6) STRAIGHT SUPPLY VESSEL (“SSV”) AND THREE (3) ANCHOR HANDLING TUG AND SUPPLY VESSEL (“AHTS”) | INTRODUCTION
The Board of Directors of Marine & General Berhad (“M&G”) is pleased to announce that its subsidiary, Jasa Merin (Malaysia) Sdn Bhd (“JMM”), received letters of award (“Contracts”) from PETRONAS Carigali Sdn. Bhd (“PCSB”), ExxonMobil Exploration and Production Malaysia Inc. (“EMEPMI”), Vestigo Petroleum Sdn Bhd (“Vestigo”) (collectively “the Charterers”) for the provision of six (6) Straight Supply Vessel (“SSV”) and three (3) Anchor Handling Tug Supply (“AHTS”) vessel.
DURATION OF CONTRACT
The Contracts are for a firm period of three (3) years. The Charterers have an option to extend their respective Contract for a period of up to another three (3) years. The Contracts are expected to commence by end February of 2025.
RISK FACTORS
Risk factors affecting the Contract are mainly operational risks. Notwithstanding this, JMM shall ensure strict compliance with the safety and operational procedures in the execution of the Contract requirements and has developed a programmed maintenance schedule which adheres stringently to the International Safety Management ("ISM") Standards in maintaining the performance and seaworthiness of its vessels.
FINANCIAL EFFECTS
The Contracts are estimated to have a cumulative value of approximately RM 300 million for the firm contracted duration and is expected to contribute positively to the earnings of M&G for the financial period ending 30 April 2025. The Contract is not expected to have any effect on the share capital and shareholding structure of M&G. There are no significant risks involved in JMM fulfilling its obligations under the Contract.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the directors and/or major shareholders and/or persons connected with the directors and/or major shareholders have any direct or indirect interest in the Contract.
DIRECTORS’ STATEMENT
The Board of Directors of M&G is of the opinion that the fulfilment of the Contract is in the best interest of M&G.
This announcement is dated 14 February 2025.
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发表于 21-2-2025 10:24 AM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD- DISPOSAL OF VESSEL BY M&G TANKERS SDN. BHD., AN INDIRECT WHOLLY OWNED SUBSIDIARY OF M&G | INTRODUCTION
The Board of Directors ("Board") of Marine & General Berhad ("M&G" or "the Company") wishes to announce that a wholly owned subsidiary of M&G’s Downstream Division, namely, M&G Tankers Sdn. Bhd. (“MGT”) had on 19 February 2025 completed the disposal of its vessel, JM Sutera 6 for a total cash consideration of USD7.10 million (equivalent to approximately RM31.54 million based on Bank Negara Malaysia USD Selling Rate as at 5.00 p.m. on 19 February 2025 of RM4.4435, being the last practicable date prior to this announcement) to Lion Great Energy Co Ltd, a company incorporated in Thailand (“the Disposal”).
MGT was incorporated on 26 June 2018 and as at to date, has a total issued share capital of RM70,022,710. MGT is principally engaged in the provision of marine logistics services.
DETAILS OF THE DISPOSAL
The Disposal involved the sale of a vessel namely, JM Sutera 6, a clean petroleum product (“CPP”) tanker, for a total cash consideration of USD7.10 million (equivalent to approximately RM31.54 million @ RM4.4435) to Lion Great Energy Co Ltd, on a willing buyer and willing seller basis.
The cost of the vessel was USD7.72 million whilst the net carrying value as at disposal date was USD5.88 million.
The vessel was last valued by an independent vessel valuer in August 2024 at USD9.45 million. However, the final disposal price of JM Sutera 6 of USD7.10 million was arrived on a willing buyer-willing seller basis after due consideration of actual market demand for the vessel as well as the Group’s strategic initiative to reduce the average age of its tankers.
RATIONAL FOR THE DISPOSAL
The Disposal is in line with M&G’s fleet optimization strategy to dispose of its older vessels as well as the Group’s strategic initiative to reduce the average age of its tankers. This in turn will help reduce maintenance costs, which essentially increases as vessels age.
The Disposal reduces the overall average age of the Downstream Division’s owned tanker fleet to 11.1 years down from 11.8 years prior to the Disposal. The Disposal also reduces the owned fleet size of the Downstream Division to four (4) vessels, consisting of four (4) chemical tankers.
Moving forward, the Downstream Division will continue to evaluate options to refresh its tanker fleet with tankers that meet charterers requirements taking into account new environmental considerations.
FINANCIAL IMPACT OF THE DISPOSAL
The Disposal will not have any effect on the issued and paid-up capital and shareholdings of the substantial shareholders of M&G. Gain on disposal of the vessel amounting to approximately USD1.07 million (equivalent to approximately RM4.75 million @ RM4.4435) will contribute positively to the Group earnings, net assets and gearing of the Group.
UTILISATION OF THE DISPOSAL PROCEEDS
JM Sutera 6 was used as additional security for the debt restructuring of Jasa Merin (M) Sdn Bhd (“JMM”). Pursuant to the terms of the debt restructuring, any proceeds from the disposal of JM Sutera 6 shall be utilised to reduce the borrowings of JMM to its lenders. Accordingly, the net disposal proceeds of JM Sutera 6 amounted to USD6.96 million (equivalent to approximately RM30.93 million @ RM4.4435) will be utilised to reduce the debts owed.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the directors or major shareholders or person connected to the directors or major shareholders has any interest, direct or indirect in the Disposal.
APPROVAL REQUIRED
The Disposal, being of a revenue nature and transacted in the ordinary course of business, is not subject to shareholders or regulatory bodies’ approval.
This announcement is dated 20 February 2025. |
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发表于 27-3-2025 10:24 AM
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SUMMARY OF KEY FINANCIAL INFORMATION
31 Jan 2025 |
| INDIVIDUAL PERIOD | CUMULATIVE PERIOD | CURRENT YEAR QUARTER | PRECEDING YEAR
CORRESPONDING
QUARTER | CURRENT YEAR TO DATE | PRECEDING YEAR
CORRESPONDING
PERIOD | 31 Jan 2025 | 31 Jan 2024 | 31 Jan 2025 | 31 Jan 2024 | MYR'000 | MYR'000 | MYR'000 | MYR'000 |
1 | Revenue | 74,161 | 88,404 | 258,413 | 264,861 | 2 | Profit/(loss) before tax | 7,253 | 18,145 | 43,008 | 41,511 | 3 | Profit/(loss) for the period | 5,799 | 17,904 | 41,171 | 41,121 | 4 | Profit/(loss) attributable to ordinary equity holders of the parent | 2,554 | 13,281 | 27,607 | 28,914 | 5 | Basic earnings/(loss) per share (Subunit) | 0.11 | 0.60 | 1.24 | 1.30 | 6 | Proposed/Declared dividend per share (Subunit) | 0.00 | 0.00 | 0.00 | 0.00 |
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| AS AT END OF CURRENT QUARTER | AS AT PRECEDING FINANCIAL YEAR END | 7
| Net assets per share attributable to ordinary equity holders of the parent | 0.2083 | 0.1850
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发表于 5-5-2025 02:39 PM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD - ACQUISITION OF VESSEL BY M&G TANKERS SDN BHD FROM MUHIBBAH MARINE ENGINEERING SDN BHD |
1. INTRODUCTION
The Board of Directors (“Board”) of Marine & General Berhad (“M&G” or “Company”) would like to announce that M&G, via its wholly-owned subsidiary, M&G Tankers Sdn Bhd (“MGTSB”), has entered into a Vessel Sale and Purchase Agreement (“Agreement”) with Muhibbah Marine Engineering Sdn Bhd (“MMESB”), a wholly-owned subsidiary of Muhibbah Engineering (M) Bhd. (“MEB”) for MGTSB to acquire a vessel, JM Sutera 9 (“JMS9”) (“Acquisition”) from MMESB for a consideration of RM55.186 million. Details of JMS9 are further set out in para 2.1 of this announcement.
2. DETAILS OF THE ACQUISITION
2.1 Details of JMS9
The specifications of JMS9 are as follows: Description: | Steel oil tanker | Initial delivery year: | 2022 | Builder: | MMESB | Classification society: | Bureau Veritas | Flag: | Malaysia | Port of registry: | Port Klang, Malaysia | Gross tonnage: | 6,976 metric tonnes |
2.2 Parties to the acquisition
a. MGTSB
MGTSB, incorporated on 26 June 2018, is an indirect wholly-owned subsidiary of M&G, held through M&G Marine Logistics Holdings Sdn Bhd (“MGMLH”). As at 7 April 2025, MGTSB’s total issued share capital is RM70,022,710, comprising:
- 69,410,852 ordinary shares, and - 5,000,000 preference shares.
MGTSB is principally engaged in the provision of marine logistics services.
b. MMESB
MMESB is a wholly-owned subsidiary of MEB and its principal activities are the provision of ship building and ship repair services, ship leasing and other engineering works, and trading of marine supplies.
Save and except for MEB’s 40% equity interest in M&G Sutera 8 Sdn Bhd (“MGS8”), a 60% subsidiary of M&G, MEB and its subsidiaries are not a shareholder, nor a major shareholder of M&G, MGTSB or any of M&G’s other subsidiaries. Similarly, M&G is not a major shareholder of MEB and MMESB.
2.3 Purchase consideration
The purchase consideration shall be RM55.186 million.
2.4 Assumption of liabilities
M&G will not assume any liabilities or guarantees arising from the Acquisition.
2.5 Basis of consideration
The vessel is a clean petroleum product tanker built in Malaysia in 2022 with an expected lifespan of 25 years. It is currently being chartered by MGTSB under a bareboat charter.
The purchase consideration was arrived at on a “willing buyer willing seller basis”, after taking into account the original selling price for the vessel of RM65 million in 2022, its current age of approximately three (3) years and earnings potential of the vessel.
2.6 Source of funding
M&G intends to use up to RM25 million of its internally generated fund for the Acquisition whilst the balance will be funded via bank borrowing.
2.7 Salient terms of the Agreement
The salient terms of the Agreement are listed in Appendix 1.
3. RATIONALE FOR THE ACQUISITION
The acquisition of JMS9 is an acquisition in the ordinary course of business and part of the Downstream Division’s vessel optimisation strategy and is expected to enhance its ability to compete in the downstream marine logistics business.
Following the disposal of three (3) older vessels in the past one (1) year, and upon completion of the Acquisition, the average age of M&G’s Downstream Division chemical and oil tankers will reduce from 12 years to 9.7 years.
4. PROSPECTS OF THE ACQUISITION
M&G via its Downstream Division is currently involved in the provision of charter hire of liquid bulk carriers to petro-chemical and oleo-chemical industries. The Division currently operates four (4) chemical tankers and one (1) clean petroleum product tanker.
The commercial prospects of the tankers over the medium term remain positive given the sustained economic activities and national economic growth in the future.
5. RISK FACTORS
The completion of the Acquisition is subject to the terms and conditions outlined in the Agreement, including timeline for delivery and to validly complete the ownership transfer to the MGTSB. Should the conditions not be fulfilled within the stipulated timeframe or any extension thereof, the Acquisition will not proceed.
Save for the risk associated with the business of marine logistics, the Board does not foresee any other exceptional risks in connection with the Acquisition.
Nevertheless, the Board has and will continue to exercise due care in considering the potential risks and benefits associated with the Acquisition and believes that the benefits associated with such investment should outweigh the cost and its associated risk.
The above risks are addressed as part of M&G Group’s ordinary course of business operation which we mitigate through various internal procedures. Meanwhile, M&G already has the necessary internal funds to finance the deposit payment and is currently negotiating for the bank borrowing for the balance. The Board will also carefully consider the financing terms to ensure that M&G Group will not be burdened by any financing costs nor the repayment obligations.
6. EFFECT OF THE ACQUISITION
6.1 Share capital and shareholding of substantial shareholders
The Acquisition has no impact on the issued share capital and the shareholdings of the substantial shareholders of M&G.
6.2 Earnings
The Acquisition is expected to have a positive effect on the earnings of M&G for the financial year ending 30 April 2025 and the future.
6.3 Net assets and gearing
The Acquisition will not have an impact on M&G’s net assets upon its completion. The Acquisition is expected to enhance M&G’s net assets for the financial year ending 30 April 2025 and the future, arising from its potential future profit contribution.
7. APPROVALS REQUIRED
The Acquisition is not subject to shareholders’ approval nor conditional upon any other proposals undertaken or to be undertaken by the Company.
8. ESTIMATED TIMEFRAME TO COMPLETION
Barring unforeseen circumstances, the Acquisition is expected to be completed by the end of the current financial year.
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM
None of the Directors or Major Shareholders or Persons Connected to the Directors or Major Shareholders has any direct or indirect interest in the Acquisition.
10. DIRECTORS’ STATEMENT
The Board of M&G having considered all aspects of the Acquisition, including the rationale, prospects of JMS9, basis of arriving at the purchase consideration and the terms of the Agreement, is of the opinion that the Acquisition is in the best interest of M&G.
This announcement is dated 7 April 2025. | https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3540937
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发表于 21-7-2025 08:50 AM
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Type | Announcement | Subject | OTHERS | Description | MARINE & GENERAL BERHAD ("M&G")- ENTERING INTO JOINT VENTURE AGREEMENT BY M&G MARINE SERVICES SDN. BHD. - INCORPORATION OF A JOINT VENTURE COMPANY | INTRODUCTION
The Board of Directors ("Board") of Marine & General Berhad ("M&G" or "the Company") wishes to announce that a wholly owned subsidiary of M&G namely, M&G Marine Services Sdn. Bhd. (“MGMS”), had on 7 May 2025, entered into a Joint Venture Agreement (“JVA”) with WHS Global Engineering Sdn. Bhd. (“WHS”). In line with the JVA both parties agreed to incorporate a joint venture company namely, M&G WHS Engineering Sdn Bhd ("M&G WHS" or “JV Company”), to jointly undertake engineering contracts comprising of steel fabrication and hook-up works, and provision of specialized equipment.
BACKGROUND INFORMATION ON MGMS AND WHS
Information on MGMS
MGMS was incorporated in Malaysia on 23 March 2022 as a private limited liability company under its present name. MGMS is principally set up to undertake vessel management, vessel maintenance and repairs, and other marine services.
MGMS remains dormant since its inception.
The total issued share capital of MGMS is RM1.00, comprising 1 ordinary share of RM1 each.
The directors of MGMS are Abdul Rahman bin Ali and Kamarul Ariffin bin Mohd Jamil.
Information on WHS
WHS was established in 2005 and is currently operating out of its fabrication yard in Kawasan Perindustrian Teluk Kalung, Kemaman, Terengganu. WHS has an issued share capital of RM2.0 million. Its core activities are engineering, fabrication and installation of steel structure and piping, modules, skids, supply of oil gas and marine equipment as well as general civil works. WHS is also one of the few providers of positive pressure enclosure isolation chambers or also known as Welding Habitat System.
PRINCIPAL/SALIENT TERMS OF THE JVA
a) MGMS and WHS hereby acknowledge and agree that a JV Company will be set up upon execution of the JVA. The JV Company shall be an incorporated joint venture for the purpose of exploring, preparing, participating, securing and expediting the execution, implementation and completion of the contracts/projects related to oil & gas engineering segment for maintenance, construction and engineering services comprising steel fabrication and hook-up works and provision of specialized equipment and manpower.
b) The initial paid-up share capital of the JV Company shall be Ringgit Malaysia One Hundred Thousand (RM100,000.00) only divided into one hundred thousand (100,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each. The issued shares shall be subscribed and allotted to the parties in the following proportion:
MGMS :RM70,000 representing seventy per centum (70%) WHS: RM30,000 representing thirty per centum (30%)
c) The equity proportion held by the parties respectively in the JV Company shall be maintained unchanged over the duration of this JVA unless unanimously agreed upon by the parties.
d) MGMS to secure relevant projects and obtain the necessary project financing on reasonable commercial terms.
e) WHS to provide necessary support and assistance in all aspects, especially on technical matters and finalizing all necessary detailed designs drawings and specifications of the Project.
INFORMATION ON THE JV COMPANY
Arising from the signing of the JVA, MGMS and WHS will incorporate a JV Company, namely M&G WHS, which will have an initial paid-up share capital of Ringgit Malaysia One Hundred Thousand (RM100,000.00) only divided into One Hundred Thousand (100,000) ordinary shares of Ringgit Malaysia One (RM1.00) only each. The issued and paid-up share capital of the JV Company will be jointly held by the parties hereto in the following manner:
Shareholders
| Number of ordinary shares at RM1.00 each | Percentage holding (%) | MGMS | 70,000 | 70 | WHS | 30,000 | 30 |
The Board of M&G WHS will consist of three (3) directors, as follows: - Two (2) representatives to be nominated by MGMS; and
- One (1) representative to be nominated by WHS
RATIONALE FOR THE JV
This JV provides an opportunity for M&G Group to diversify its business activities into the Oil & Gas Engineering segment. Through this JV, M&G has the opportunity to enhance its operations, increase the company's overall value, and drive revenue growth.
FINANCIAL IMPACT OF THE JV
The JV will be actively pursuing possible contracts in the Oil & Gas Engineering segment. Subject to the successful award of such contract, the JV is expected to contribute positively to the prospects of the Company for financial year ending 30 April 2026 and beyond.
RISK FACTORS AND LIABILITIES TO BE ASSUMED IN RELATION TO THE JV
The risk related to the JV are typical to any other commercial contracts. These include breaches or non-performance of JV or other obligations under the JV.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the directors or major shareholders or person connected to the directors or major shareholders has any interest, direct or indirect in the JV.
DIRECTORS’ STATEMENT
The Board having considered all the relevant factors in respect of the JV is of the opinion that entering the JVA and the incorporation the JV Company are in the best interest of M&G.
APPROVAL REQUIRED
M&G does not require the approval of its shareholders or any authorities to enter into the JVA and the incorporation the JV Company.
This announcement is dated 7 May 2025.
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