MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDING 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 HOLDING 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 announcement made on 27 August 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 24 November 2015.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDING BERHAD (“the Company”) – Update on Memorandum of Understanding entered between LSG Sky Chefs-Brahim’s Sdn. Bhd. (now known as Brahim’s Airline Catering Sdn. Bhd.) and Halal Industry Development Corporation Sdn. Bhd.

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDING BERHAD ("the Company")
- Update on Memorandum of Understanding entered between LSG Sky Chefs-Brahim's Sdn. Bhd. (now known as Brahim's Airline Catering Sdn. Bhd.) and Halal Industry Development Corporation Sdn. Bhd.

Further to the Company’s announcement made on 27 August 2015, the Board of Directors of the Company wishes to announce that there is no further material development on the above matter.

 

This announcement is dated 24 November 2015.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDING BERHAD (“the Company” or BHB”) – Update on Memorandum of Understanding (MOU) entered between BHB and Servair Investissements Aeroportuaires

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDING BERHAD ("the Company" or BHB")
- Update on Memorandum of Understanding (MOU) entered between BHB and Servair Investissements Aeroportuaires

Further to the Company’s announcement made on 27 August 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 24 November 2015.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDING 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 HOLDING 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 announcement made on 27 August 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.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDING BERHAD (“the Company” or BHB”) – Update on Memorandum of Understanding (MOU) entered between BHB and Carpenter Beef Pty Ltd

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description
BRAHIM'S HOLDING BERHAD ("the Company" or BHB")
- Update on Memorandum of Understanding (MOU) entered between BHB and Carpenter Beef Pty Ltd

Further to the Company’s announcement made on 27 August 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 2 December 2014.

 

This announcement is dated 24 November 2015.

BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”) OFFER TO ACQUIRE BHB’S 49% EQUITY INTEREST HELD IN BRAHIM’S AIRLINE CATERING HOLDINGS SDN BHD (“BACH”) (“OFFER”)

Reference is made to the announcement by BHB dated 22 October 2015.

 

On behalf of the Board of Directors of BHB (“Board”), Affin Hwang Investment Bank Berhad (“Affin Hwang IB”) and Hong Leong Investment Bank Berhad (“HLIB”) wish to announce that the Board, after careful deliberation, have decided to accept the Offer, subject to the execution of the definitive agreement(s) for the proposed disposal of its 49% equity interest in BACH (“Proposed Disposal”).

 

Affin Hwang IB and HLIB have been appointed by BHB as the Joint Principal Advisers for the Proposed Disposal.

 

Further information on the Proposed Disposal will be announced upon finalisation and execution of the definitive agreement(s).

 

This announcement is dated 27 October 2015.

OTHERS BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”) – OFFER TO ACQUIRE BHB’S 49% EQUITY INTEREST HELD IN BRAHIM’S AIRLINE CATERING HOLDINGS SDN. BHD. (“BACH”) (“OFFER”)

Type Announcement
Subject OTHERS
Description
BRAHIM'S HOLDINGS BERHAD ("BHB" OR "COMPANY")
- OFFER TO ACQUIRE BHB'S 49% EQUITY INTEREST HELD IN BRAHIM'S AIRLINE CATERING HOLDINGS SDN. BHD. ("BACH") ("OFFER")

We wish to announce that the Board of Directors of BHB (“Board”) has after the close of business on 21st October 2015, received a conditional binding offer from SATS Investments Pte Ltd (a wholly-owned subsidiary of SATS Ltd), which sets out an offer to acquire from BHB, 490,000 ordinary shares of RM1.00 each representing 49% of the total issued and fully paid up ordinary shares in BACH for a proposed aggregate cash consideration of RM218.0 million (subject to adjustment) which is payable in the following manner:

(a)  RM110 million upon the completion of the transaction; and

(b)  The remaining RM108 million conditional upon certain financial targets being achieved.

The Board will appoint the relevant advisers in due course and deliberate on the terms of the said offer and decide on the next course of action. Further announcements will be made once the Board has made a decision on the conditional binding offer.

This announcement is dated 22nd October 2015.

OTHERS BRAHIM’S HOLDINGS BERHAD (“BHB” OR “THE COMPANY”) – AGREEMENTS ENTERED BETWEEN BRAHIM’S AIRLINE CATERING SDN. BHD. (A 70%-OWNED SUBSIDIARY OF BHB), BRAHIM’S AIRLINE CATERING HOLDINGS SDN. BHD. (A WHOLLY-OWNED SUBSIDIARY OF BHB), MALAYSIAN AIRLINE SYSTEMS BERHAD AND/OR MALAYSIAN AIRLINES BERHAD

1. Introduction

We refer to the announcement dated 11 May 2015 in relation to the execution of the New Catering Agreements (“NCAs”) between Brahim’s Airline Catering Sdn Bhd (“BAC”), an indirect 70%-owned subsidiary of BHB, and Malaysia Airlines Berhad (“MAB”).

By an Extension Agreement dated 1 September 2015 entered into between BAC and MAB the New Terms Commencement Date for the NCAs was extended to 15 September 2015.

The Company wishes to announce that following the execution of the NCAs, Brahim’s Airline Catering Holdings Sdn Bhd (“BACH”), a wholly-owned subsidiary of BHB and the holding company of BAC, had on 14 September 2015 entered into the following agreements:

(a) Termination agreement for the termination of the existing shareholders agreement (“ESA”) between Malaysian Airline System Berhad (“MAS”), BACH and BAC (“TESA”); and

(b) Shareholders agreement between BAC, BACH and MAB (“SHA”) which regulates the relationship between BACH and MAB as shareholders of BAC.

The TESA and SHA are collectively referred to as the “BACH Ancillary Agreements”.

In addition to the BACH Ancillary Agreements, BAC has also on 14 September 2015 entered into the following agreements:

(a) Termination agreement for the termination of the existing catering agreement between BAC and with MAS (“TECA”);

(b) Termination agreement for the termination of the existing tenancy agreement (“ETA”) between BAC and MAS (“TETA”) for the use of the premises provided by MAS to BAC for BAC’s kitchen and other facilities (‘Premises”); and

(c) Tenancy Agreement (“TA”) between BAC and MAB for the provision of the Premises for BAC‘s kitchen and other facilities.

The TECA, TETA and TA are collectively referred to as the “BAC Ancillary Agreements”

With the execution of the BACH Ancillary Agreements and BAC Ancillary Agreements BAC and MAB have agreed that the New Terms Commencement Date for the NCAs is 15 September 2015.

 

2. Rationale

The execution of the TESA, TECA and TETA and SHA are incidental to the NCAs whereby the airline business previously undertaken by MAS is now being taken over by MAB in view of the MAS Restructuring Plan pursuant to the Malaysian Airline System (Administration) Act 2015 (“Act”).

The TA is entered into following the transfer of the assets of MAS including the Premises to MAB pursuant to the Act.

The SHA has similar terms as the ESA, which inter alia provides for agreement between the parties on composition of the Board of Directors, reserved matters which require the approval of both parties, deadlock provisions and pre-emption clauses. The TA is principally on the same terms as the ETA.

 

3. Effect of the BACH Ancillary Agreements and BAC Ancillary Agreements

The execution of the BACH Ancillary Agreements and BAC Ancillary Agreements does not have any effect to the share capital, substantial shareholders’ shareholdings, earnings per share, net assets and gearing level of the Company.

 

4. Directors’ Statement

The Board of Directors of BHB, having considered the rationale and the terms of the BACH Ancillary Agreements and BAC Ancillary Agreements, is of the opinion that the execution of the BACH Ancillary Agreements and BAC Ancillary Agreements are in the best interest of the Company.

 

This announcement is dated 17 September 2015.

 

Changes in Director’s Interest (S135)

Name DATUK SERI PANGLIMA HAJI ABDUL AZEEZ BIN ABDUL RAHIM
Address Unit 77, Bayrocks No. 1, Persiaran Tasik Timur
Sunway South Quay, Bandar Sunway
Subang Jaya
47500 Selangor
Malaysia.
Descriptions(Class & nominal value) Ordinary Shares of RM1.00 each

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction
Date of change
No of securities
Price Transacted (RM)
Acquired
15/05/2015
20,000

 

Circumstances by reason of which change has occurred
Acquisition of Shares
Nature of interest
Direct Interest
Consideration (if any)

Total no of securities after change

Direct (units) 20,000
Direct (%) 0.010
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0.000
Date of notice 28/08/2015