MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDINGS BERHAD (“the Company”) – MEMORANDUM OF UNDERSTANDING BETWEEN LSG SKY CHEFS-BRAHIM’S SDN BHD AND HALAL INDUSTRY DEVELOPMENT CORPORATION SDN BHD

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description Brahim’s Holdings Berhad (“the Company”)
– Memorandum of Understanding between LSG Sky Chefs-Brahim’s Sdn Bhd and Halal Industry Development Corporation Sdn Bhd
Further to the Company’s announcement made on 21 November 2012, the Board of Directors of the Company wish to announce that to-date there is no further material development on the above matter.

This announcement is dated 26 February 2013.

MEMORANDUM OF UNDERSTANDING BRAHIM’S HOLDINGS BERHAD (“the Company”) – MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN THAI ROUNG RUANG SUGAR GROUP (“TRR”) WITH THE COMPANY

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description BRAHIM’S HOLDINGS BERHAD (“the Company”)
– MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN THAI ROUNG RUANG SUGAR GROUP (“TRR”) WITH THE COMPANY
Further to the Company’s announcement made on 21 November 2012, the Board of Directors of the Company wishes to announce that there is no further material development with TRR since the signing of the above MOU dated 8 February 2012.

 

This announcement is dated 26 February 2013.

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS BRAHIM’S HOLDINGS BERHAD (“THE COMPANY”) – PROPOSED DISPOSAL OF THE COMPANY’S WHOLLY-OWNED SUBSIDIARY, TAMADAM INDUSTRIES SDN. BHD. AND ITS BUSINESS TO NICHE PROPERTY MANAGEMENT SDN. BHD. (“PROPOSED DISPOSAL”)

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description BRAHIM’S HOLDINGS BERHAD (“THE COMPANY”) – PROPOSED DISPOSAL OF THE COMPANY’S WHOLLY-OWNED SUBSIDIARY, TAMADAM INDUSTRIES SDN. BHD. AND ITS BUSINESS TO NICHE PROPERTY MANAGEMENT SDN. BHD. (“PROPOSED DISPOSAL”)
We refer to the Company’s announcement dated 13 February 2012 and the Reply of Query Announcement dated 17 February 2012, in relation to the Proposed Disposal.

 

The Board of Directors of the Company wishes to announce that the Company had today entered into the Rescission Agreement and Mutual Release with Niche Property Management Sdn. Bhd. (Company No. 828354-P) (“Niche”) to rescind and revoke the following inter-conditional agreements :

a) Business Transfer Agreement dated 10 February 2012 (“BTA”),

b) Share Sale Agreement dated 10 February 2012 (“SSA”); and

c) Supplementary Redeemable Term Debt Agreement dated 13 February 2012 (“SRTDA”).

 

Pursuant to the Rescission Agreement and Mutual Release, the Company and the Niche have mutually agreed to reverse, rescind and unwind the contractual arrangements and all transactions including asset and share transfer comprised in BTA, SSA and the SRTDA to serve their respective mutual commercial interests better and subsequently to restore each party to the original status quo position it was in before the BTA, SSA and the SRTDA were entered into by it.

 

This announcement is dated 26 February 2013.

MEMORANDUM OF UNDERSTANDING MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN BRAHIM’S HOLDINGS BERHAD (“BHB”) AND UNIVERSITI TEKNOLOGI MARA MALAYSIA (“UiTM”)

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN BRAHIM’S HOLDINGS BERHAD (“BHB”) AND UNIVERSITI TEKNOLOGI MARA MALAYSIA (“UiTM”)
1. INTRODUCTION

 

The Board of Directors of BHB is pleased to announce that BHB had on 18 February 2013 entered into a MOU with UiTM on collaboration and promotion of academic and scientific activities and human capital development.

 

 

 

2. INFORMATION ON UiTM

2.1 UiTM

UiTM is an institution of higher learning established under the Universiti Teknologi MARA Act 1976 whose address is at Chancellery, Universiti Teknologi MARA, 40450 Shah Alam, Selangor, Malaysia. UiTM is an established University which strives to enhance and strengten its efforts in higher education and research. UiTM has taken various initiatives to complement its educational excellence with achievements in research and has entered into various collaborative arrangements with many international institutions.

3. SALIENT TERMS OF THE MOU

The salient terms of the MOU are as follows:

(i) Both parties agree to encourage the following activities, in particular, to promote international academic co-operation in the following areas:-

a) acceptance and exchange of undergraduate and graduate students of each partner institution for periods of industrial training;

b) exchange of information pertaning to developments in teaching, student development, research projects and graduate marketability;

c) to establish joint educational, research and promotional activities;

d) to establish academic endowment fund to promote and support professorial chairs, student scholarships and training programmes;

e) to establish joint professional training in food service and gastronomy management between their respective staff to promote human capital and product development; and

f) co-operation in any other areas which are mutually beneficial to BHB and UiTM as agreed upon by the both parties from time to time.

(ii) The MOU shall remain in effect for a period of three (3) years from the date of the MOU unless earlier terminated in accordance with the provision of the MOU.

4. RATIONALE

The objective of the MOU is to establish a collaboration between BHB and UiTM in which both parties shall endeavour to strengthen, promote and develop international and research co-operation between both parties on the basis of equality and mutual benefit.

 

5. EFFECTS OF THE MOU

The MOU is not expected to have material effects on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of BHB for the financial year ending 31 December 2013.

6. INTEREST OF MAJOR SHAREHOLDERS AND DIRECTORS

None of the major shareholders and/or directors of BHB and/or persons connected with them has any interest, direct or indirect, in the MOU.

7. DIRECTORS’ STATEMENT

The Board of Directors of BHB is of the opinion that the MOU is fair and reasonable and that the MOU is in the best interest of BHB after considering the various aspects of the MOU.

8. DOCUMENTS FOR INSPECTION

A copy of the MOU is available for inspection at the registered office of the Company located at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250 Kuala Lumpur during normal business hours on Mondays to Fridays (except Saturdays, Sundays and public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 18 February 2013.

CHANGES IN SUB. SHAREHOLDER’S INT. (29B)

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Cheam Heng Cheang
Address No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No. 660911-10-6097
Nationality/Country of incorporation Malaysian
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder Cheam Heng Cheang
No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Disposed 21/01/2013
108,000
 

 

Circumstances by reason of which change has occurred Disposal of shares
Nature of interest Direct
Direct (units) 12,426,600
Direct (%) 5.79
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 12,426,600
Date of notice 28/01/2013
Remarks :
The Notice was received by the Company on 29 January 2013

CHANGES IN SUB. SHAREHOLDER’S INT. (29B)

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Cheam Heng Cheang
Address No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No. 660911-10-6097
Nationality/Country of incorporation Malaysian
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder Cheam Heng Cheang
No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Disposed 15/01/2013
100,000
 
Disposed 16/01/2013
45,300
 

 

Circumstances by reason of which change has occurred Disposal of shares
Nature of interest Direct
Direct (units) 12,534,600
Direct (%) 5.84
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 12,534,600
Date of notice 22/01/2013
Remarks :
The Notice was received by the Company on 22 January 2013

CHANGES IN SUB. SHAREHOLDER’S INT. (29B)

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Lembaga Tabung Haji
Address 201, Jalan Tun Razak, Peti Surat No. 11025, 50732 Kuala Lumpur
NRIC/Passport No/Company No. ACT 5351995
Nationality/Country of incorporation Malaysia
Descriptions (Class & nominal value) Ordinary shares of RM1.00 each
Name & address of registered holder Lembaga Tabung Haji
201, Jalan Tun Razak, Peti Surat No. 11025, 50732 Kuala Lumpur

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Acquired 16/01/2013
4,000,000
 

 

Circumstances by reason of which change has occurred Purchase of shares
Nature of interest Direct Interest
Direct (units) 18,966,000
Direct (%) 8.83
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 18,966,000
Date of notice 17/01/2013
Remarks :
The notice was received by the Company on 18 January 2013.

CHANGES IN SUB. SHAREHOLDER’S INT. (29B)

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Cheam Heng Cheang
Address No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No. 660911-10-6097
Nationality/Country of incorporation Malaysian
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder Cheam Heng Cheang
No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Disposed 07/01/2013
113,000
 

 

Circumstances by reason of which change has occurred Disposal of shares
Nature of interest Direct
Direct (units) 12,679,900
Direct (%) 5.9
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 12,679,900
Date of notice 14/01/2013
Remarks :
The Notice was received by the Company on 14 January 2013

CHANGES IN SUB. SHAREHOLDER’S INT. (29B)

 

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Cheam Heng Cheang
Address No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan
NRIC/Passport No/Company No. 660911-10-6097
Nationality/Country of incorporation Malaysian
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Name & address of registered holder Cheam Heng Cheang
No. 10 Jalan 8/3H
46050 Petaling Jaya
Selangor Darul Ehsan

Details of changes

Currency: Malaysian Ringgit (MYR)

Type of transaction Date of change
No of securities
Price Transacted (RM)
Disposed 31/12/2012
50,000
 
Disposed 03/01/2013
45,000
 

 

Circumstances by reason of which change has occurred Disposal of shares
Nature of interest Direct
Direct (units) 12,792,900
Direct (%) 5.95
Indirect/deemed interest (units) 0
Indirect/deemed interest (%) 0
Total no of securities after change 12,792,900
Date of notice 07/01/2013
Remarks :
The Notice was received by the Company on 7 January 2013

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”) ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) FOR A CASH CONSIDERATION OF RM130,000,000 (“BLH ACQUISITION”)

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”)

ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) FOR A CASH CONSIDERATION OF RM130,000,000 (“BLH ACQUISITION”)

We refer to the announcements made by HwangDBS Investment Bank Berhad (“HwangDBS”) on behalf of the Board of Directors of BHB (“Board”) in relation to the BLH Acquisition. Unless otherwise stated, words and expressions used in this announcement shall have the same meaning as those attributed to them in the announcement dated 21May 2012.

On behalf of the Board, HwangDBS is pleased to announce that BHB has satisfied the payment of the Balance Consideration and Interco Amount for the BLH Acquisition on 7 January 2013.

Pursuant thereto, the parties have proceeded to complete the SSA in accordance with the terms set out in the SSA and the BLH Acquisition is completed on 7 January 2013. LSGB and LSG HK have on the same date entered into the Technical Assistance Agreement pursuant to the terms of the SSA on completion.

The salient terms of the Technical Assistance Agreement are set out in Section 2.6 of the circular to shareholders in relation to the BLH Acquisition dated 30 July 2012. The Technical Assistance Agreement is available for inspection during normal office hours (except for public holidays) at the registered office of BHB at 10th Floor, Menara Hap Seng, No. 1 & 3, Jalan P. Ramlee, 50250Kuala Lumpur for a period of 3 months from the date of this announcement.

This announcement is dated 7 January 2013.