MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDINGS BERHAD (‘the Company” or BHB”) – Update on Memorandum of Understanding (MOU) entered between BHB and Servair Investissments Aeroportuaries

ype Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDINGS BERHAD ('the Company" or BHB")
- Update on Memorandum of Understanding (MOU) entered between BHB and Servair Investissments Aeroportuaries

Further to the Company’s annoucement made on 24 November 2015, the Board of Directors of the Company wishes to announce that there is no further material development since the signing of the above MOU dated 21 January 2015.

 

This announcement is dated 25 February 2016.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDINGS BERHAD (‘the Company” or BHB”) – Update on Memorandum of Understanding (MOU) entered between BHB and Dhyafat Albalad Alameen Co. Ltd.

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDINGS BERHAD ('the Company" or BHB")
- Update on Memorandum of Understanding (MOU) entered between BHB and Dhyafat Albalad Alameen Co. Ltd.

Further to the Company’s annoucement made on 24 November 2015, the Board of Directors of the Company wishes to announce that there is no further material development since the signing of the above MOU dated 6 March 2014.

 

This announcement is dated 25 February 2016.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDINGS BERHAD (‘the Company” or BHB”) – Update on Memorandum of Understanding (MOU) entered between BHB and Halal Industry Development Corporation Sdn. Bhd.

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDINGS BERHAD ('the Company" or BHB")
- Update on Memorandum of Understanding (MOU) entered between BHB and Halal Industry Development Corporation Sdn. Bhd.

Further to the Company’s annoucement made on 24 November 2015, the Board of Directors of the Company wishes to announce that there is no further material development since the signing of the above MOU dated 13 May 2008.

 

This announcement is dated 25 February 2016

Change in Boardroom

Date of change 25 Feb 2016
Name ENCIK KAMIL BIN DATO’ HAJI ABDUL RAHMAN
Age 67
Nationality Malaysia
Designation Director
Directorate Independent and Non Executive
Type of change Appointment
Qualifications 1) Bachelor of Commerce, University of Otago, New Zealand2) Chartered Accountant, Institute of Chartered Accountants, New Zealand

3) Chartered Accountant, Malaysian Institute of Accountants

4) Fellow Chartered Secretary, Institute of Chartered Secretaries and Administrators, United Kingdom

5) Fellow, Institute of Company Secretaries Malaysia

6) Certificate, Building Contractor, Universiti Putra Malaysia

7) Director Accreditation Programme, Research Institute of Investment Analysts

Working experience and occupation Encik Kamil bin Dato’ Haji Abdul Rahman was the Senior Vice President of the Bank of Commerce (M) Berhad and as the Executive Director of Commerce International Merchant Banker Berhad. 

He is currently a Senior Independent Non-Executive Director of Khind Holdings Berhad and Independent Non-Executive Director of Jiankun International Berhad, the companies listed on the Main Market of Bursa Malaysia Securities Berhad.

Directorship of public companies (if any) 1) Khind Holdings Berhad2) Jiankun International Berhad

3) WDM Holdings Berhad

4) Malaysia South Africa Business Council

Family relationship with any director and/or major shareholder of the listed issuer None
Any conflict of interests that he/she has with the listed issuer No
Details of any interest in the securities of the listed issuer or its subsidiaries No

Change in Principal Officer

CHANGE IN PRINCIPAL OFFICER

BRAHIM’S HOLDINGS BERHAD

 

Date of change 25 Feb 2016
Name MR NASSER BIN ABU BAKAR
Age 49
Nationality Malaysia
Type of change Appointment
Designation Chief Executive Officer
Qualifications 1) Senior Management Development Program (SMDP), Harvard University

2) La Trobe University, Australia, B.Econs (Banking & Finance)

3) Associate Member of the Harvard Business School

Working experience and occupation 1) Pricing Analyst for Melbourne Metropolitan Board of Works, Australia/ Institute of Applied Economics and Social Research (IAESR), Melbourne University.

2) Senior Investment Analyst – Buy Side in Soc-Gen Crosby (French Investment Bank) Malaysia, Singapore.

4) Chief Operating Officer of subsidiary of HeiTech Padu Berhad.

5) Chief Executive Officer of TM Info-Media Sdn. Bhd. cum Senior General Manager for the office of Group Chief Executive Officer, TM.

6) Senior General Manager, Group Strategic Planning and Business Development of Sapura Holdings Group of Companies.

7) Senior Associate Director – QuantePhi.

Directorship of public companies (if any) No
Family relationship with any director and/or major shareholder of the listed issuer No
Any conflict of interests that he/she has with the listed issuer No
Details of any interest in the securities of the listed issuer or its subsidiaries No

Changes in Sub. S-hldr’s Int. (29B)

Particulars of substantial Securities Holder

Name KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Address Aras 8, Balai Felda
Jalan Gurney 1
Kuala Lumpur
54000 Wilayah Persekutuan
Malaysia.
NRIC/Passport No/Company No. KOOP NEGARA NO. 39
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder KOPERASI PERMODALAN FELDA MALAYSIA BERHAD Aras 8, Balai Felda Jalan Gurney 1 54000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Description of Others Date of change
No of securities
Price Transacted (RM)
Disposed 10 Feb 2016
17,800

 

Circumstances by reason of which change has occurred Sell of Shares
Nature of interest Direct Interest
Direct (units) 11,830,650
Direct (%) 5.007
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 11,830,650
Date of notice 15 Feb 2016

Changes in Sub. S-hldr’s Int. (29B) Amended Announcements

Particulars of substantial Securities Holder

Name KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Address Aras 8, Balai Felda
Jalan Gurney 1
Kuala Lumpur
54000 Wilayah Persekutuan
Malaysia.
NRIC/Passport No/Company No. KOOP NEGARA NO. 39
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Aras 8, Balai Felda
Jalan Gurney 1
54000 Kuala Lumpur
Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Description of Others Date of change
No of securities
Price Transacted (RM)
Disposed 11 Jan 2016
265,800
Disposed 12 Jan 2016
172,000
Disposed 13 Jan 2016
365,500
Disposed 14 Jan 2016
1,211,500

Circumstances by reason of which change has occurred Sell of Shares
Nature of interest Direct Interest
Direct (units) 11,848,450
Direct (%) 5.014
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 11,848,450
Date of notice 15 Feb 2016
Remarks :
The amended Form 29B dated 15 February 2016 was received by the Company on 16 February 2016. The total number of shares after change should be 11,848,450 instead of 11,847,950.

Changes in Sub. S-hldr’s Int. (29B) Amended Announcements

Particulars of substantial Securities Holder

Name KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Address Aras 8, Balai Felda
Jalan Gurney 1
Kuala Lumpur
54000 Wilayah Persekutuan
Malaysia.
NRIC/Passport No/Company No. KOOP NEGARA NO. 39
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Aras 8, Balai Felda
Jalan Gurney 1
54000 Kuala Lumpur
Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Description of Others Date of change
No of securities
Price Transacted (RM)
Disposed 05 Jan 2016
100,000
Disposed 08 Jan 2016
740,100

Circumstances by reason of which change has occurred Sell of Shares
Nature of interest Direct Interest
Direct (units) 13,863,250
Direct (%) 5.867
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 13,863,250
Date of notice 15 Feb 2016
Remarks :
The amended Form 29B dated 15 February 2016 was received by the Company on 16 February 2016. The number of shares disposed on 8 January 2016 should be 740,100 instead of 740,600.

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS BRAHIMS HOLDINGS BERHAD (“BHB” OR THE “COMPANY”) DISPOSAL OF 49% EQUITY INTEREST IN BRAHIMS AIRLINE CATERING HOLDINGS SDN BHD (“BACH”) FOR AN AGGREGATE CASH DISPOSAL CONSIDERATION OF UP TO RM218 MILLION (“DISPOSAL”)

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
BRAHIMS HOLDINGS BERHAD ("BHB" OR THE "COMPANY")
DISPOSAL OF 49% EQUITY INTEREST IN BRAHIMS AIRLINE CATERING HOLDINGS SDN BHD ("BACH") FOR AN AGGREGATE CASH DISPOSAL CONSIDERATION OF UP TO RM218 MILLION ("DISPOSAL")

Unless otherwise stated, words and expressions used in this announcement shall have the same meaning as those attributed to them in the circular to shareholders in relation to the Disposal dated 31 December 2015 (“Circular”).

 

Reference is made to the announcements dated 22 October 2015, 27 October 2015, 18 December 2015, 30 December 2015, 15 January 2016 and the Circular.

 

On behalf of the Board, Affin Hwang IB and HLIB wish to announce that the Disposal has been completed on 5 February 2016 following the fulfilment of the Conditions Precedent, Conditions to Completion and payment by the Purchaser of the Base Consideration of RM110.0 million to BHB (in accordance with the terms of the SSA) (“Completion”).

 

Upon execution of the SSA on 18 December 2015, BHB, the Purchaser and BAC had confirmed the finalisation of the terms of the SHA, which is to be executed on Completion. Accordingly, the SHA has been executed on 5 February 2016. The salient terms of the SHA are set out in Section 2.5 of the Circular. The SHA will be available for inspection during normal business hours at BHB’s registered office at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

 

Based on the terms of the SSA:

 

(a) the Base Earn-out Consideration of RM90.0 million shall be paid by the Purchaser in cash on Completion to an escrow agent to be jointly appointed by the parties (“Escrow Agent”); and

 

(b) on Completion, BHB, the Purchaser and the Escrow Agent shall execute an escrow agreement (“Escrow Agreement”).

 

Notwithstanding the terms of the SSA, BHB and the Purchaser have, on 5 February 2016, mutually agreed that the execution of an Escrow Agreement shall become a condition subsequent to Completion where the parties shall in good faith co-operate with each other by executing all documents and taking such steps as may be necessary to execute the Escrow Agreement within one (1) month from Completion. Further announcement will be made by the Company in due course upon the appointment of the Escrow Agent and the execution of an escrow agreement.

 

This announcement is dated 5 February 2016.

BRAHIMS – Changes in Sub. S-hldr’s Int. (29B) – KOPERASI PERMODALAN FELDA MALAYSIA BERHAD

Particulars of substantial Securities Holder

Name KOPERASI PERMODALAN FELDA MALAYSIA BERHAD
Address Aras 8, Balai Felda,
Jalan Gurney 1
Kuala Lumpur
54000 Wilayah Persekutuan
Malaysia.
NRIC/Passport No/Company No. Koop Negara No.39
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder KOPERASI PERMODALAN FELDA MALAYSIA BERHAD Aras 8, Balai Felda, Jalan Gurney 1 54000 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Description of Others Date of change
No of securities
Price Transacted (RM)
Disposed 11 Jan 2016
265,800
Disposed 12 Jan 2016
172,000
Disposed 13 Jan 2016
365,500
Disposed 14 Jan 2016
1,211,500

 

Circumstances by reason of which change has occurred Sell of Shares
Nature of interest Direct interest
Direct (units) 11,847,950
Direct (%) 5.014
Indirect/deemed interest (units) 0
Indirect/deemed interest (%)
Total no of securities after change 11,847,950
Date of notice 15 Jan 2016