NOVA MSC BERHAD
31 Jan 2023
|Subject||MEMORANDUM OF UNDERSTANDING|
|Description||NOVA MSC BERHAD (“NOVA” or “Company”) – Memorandum of Understanding between Theta Edge Berhad and NOVA|
The Board of Directors of NOVA wishes to announce that NOVA had on 31 January 2023 entered into a Memorandum of Understanding (hereinafter referred to as “MOU”) with Theta Edge Berhad (“THETA”) to collaborate on joint marketing and promotion of Healthcare, Public Sector and Applied Artificial Intelligence (“A.I.”) Solutions (“Products”) in Malaysia and on project basis for other ASEAN countries (“Territory”) for both parties’ mutual benefits. This collaboration can be expanded to cover opportunities beyond the Territory on a project-basis.
NOVA and THETA shall collectively be referred to herein as the “Parties”.
2. INFORMATION ON THETA
THETA is one of Malaysia’s pioneer Information Communication and Technology (ICT) Service Provider. The company made its debut on the Second Board of the Kuala Lumpur Stock Exchange in 1994 and moved to the Main Board in 1999 and currently is categorized under the Technology sector of the main market of Bursa Malaysia Securities Berhad. The Group has been in business for more than 30 years focusing on the following;
- Information Technology Solutions
- Telecommunication Engineering Services & Civil Works
- Green Energy Consultant and System Integrator
3. RATIONALE OF THE MEMORANDUM OF UNDERSTANDING
The MOU will provide an opportunity for the Parties to initiate further discussion to establish a collaboration and leverage on each party’s strength and expertise to jointly market and promote the Products before a formal agreement is executed.
4. SALIENT TERMS
The salient terms as extracted from the MOU include, inter-alia, the following:-
4.1 The MOU shall continue in effect for a period of twelve (12) months from the date of execution unless terminated earlier pursuant to the terms of the MOU or reviewed for a further term of twelve (12) months or is superseded by a legally binding agreement duly executed by the Parties.
4.2 Although the MOU summarises some of the terms on the basis of which the Parties would be prepared to jointly work together, it is not intended to be legally binding on either party and in the event that the MOU does not give rise to any collaboration for any reason whatsoever, neither party shall be liable to the other for any damages, compensation or costs whatsoever.
5. RISK FACTORS
The risks associated with the MOU at this juncture is minimal and in the event that the Company enters into a definitive agreement(s) pursuant to the MOU, it will exercise due care in considering the relevant risks and benefits associated with the definitive agreement(s).
6. EFFECTS OF THE MOU
The MOU will not have any effect on the share capital and shareholding structure of NOVA. The effects of the MOU on the financial position cannot be determined at this juncture until such time when the definitive agreement(s) is entered into.
7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
None of the Directors and/or Substantial Shareholders of NOVA and/or persons connected with such Directors or Substantial Shareholders have any interest, either directly or indirectly, in the said MOU.
8. APPROVAL REQUIRED
The MOU does not require the approval of the shareholders of NOVA or any authority.
9. STATEMENT BY DIRECTORS
The Board of Directors of NOVA is of the opinion that the MOU, which is subject to execution of the definitive agreement(s), is in the best interest of NOVA.
This announcement is dated 31 January 2023
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