NOVA MSC BERHAD
6 Oct 2008
|Subject||Nova MSC Signs a MOU with Pengiran Anak Haji Abdul Wadood Bolkiah for the establishment and operation of a Joint Venture Company in Brunei Darussalam.|
|Contents||The Board of Directors of Nova MSC Berhad (“Company”) is pleased to announce that the Company has today entered into a Memorandum of Understanding (“MOU”) with Pengiran Anak Haji Abdul Wadood Bolkiah (“Pengiran Anak”) for the establishment and operation of a Joint Venture Company (“JVCO”) to carry on the business of marketing information technology related business with the primary focus to sell and implement the Company’s products and services in Brunei Darussalam.
Pengiran Anak Haji Abdul Wadood Bolkiah, is the eldest nephew of the Sultan of Brunei
Salient Terms of the MOU
Pursuant to the MOU, the Company and Pengiran Anak principally agreed to record the understanding that
a) The Parties agree that the initial issued and paid-up share capital of the JVCO shall be BND30,000 divided into 30,000 shares of BND 1.00 each.
b) The Parties further agree that the capital structure of the JVCO shall be, at all times apportioned as shown below:-
c) The JVCO shall be managed by a Board of Directors that shall consist of 2 directors, whereby Pengiran Anak shall be one of the Board Member and 1 to be nominated by the Company.
d) The Board of Directors shall elect Pengiran Anak to be the Chairman of the Board of Directors.
e) The quorum for a Board of Directors’ meeting shall be two (2) Directors of whom one (1) shall be director appointed by Pengiran Anak and another shall be a director appointed by the Company.
f) Upon a successful award of project(s) to JVCO, JVCO shall pay Pengiran Anak the advisory fees calculated according to the specified percentages of the contract value for the project(s) to be determined in the subsequent joint venture agreement (“Advisory Fee”). This Advisory Fee shall cover payments for director’s remuneration, vehicles and such other benefits attributable to Pengiran Anak. The Advisory Fees are payable proportionately as and when JVCO has received payment of the contract price.
g) In the event the JVCO is not able to secure a total contract value of Brunei Dollar Five Million (BND5,000,000) contract within two (2) of its formation, the Shareholders shall decide, if they mutually deem fit, to terminate the joint venture.
h) The Parties hereby agree that a Joint Venture Agreement to implement the aforesaid joint venture arrangement shall be entered into between the Parties within sixty (60) days from the date of the MOU or such extended period as may be mutually agreed upon between the Parties (“Cut-Off Date”).
i) The Parties hereby agree that in the event the joint venture agreement is not executed by the Cut-Off Date, this Memorandum of Understanding shall terminate and be null and void.
The rationale for entering into the MOU with Pengiran Anak affords the Company to expand its presence in the new territories.
Effects of the MOU
a) On Share Capital and Substantial Shareholders’ Shareholding
b) On Earnings Per Share, Net Assets Per Share and Gearing
The MOU does not require approval from the shareholders of the Company or any relevant authorities.
Directors’ and Major Shareholders’ Interests
Insofar as the Directors are aware, none of the directors or major shareholders of Company or persons connected with them has any interest, whether direct or indirect, in the MOU.
Statement by the Board of Directors
The Board of Directors of the Company is of the opinion that the MOU is in the best interests of the Company.
This announcement is dated 6 October 2008.
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