GENERAL ANNOUNCEMENT: NON-COMPLIANCE WITH PUBLIC SHAREHOLDING SPREAD (16 August 2009)

We refer to the announcement made by the Company on 25 May 2009 on the above matter, whereby the Company had announced that it did not meet the requirements set out in Paragraph 8.15 (1) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).

In compliance with Practice Note No. 19/2006 of the Listing Requirements of Main Market (“Main LR”) of Bursa Securities, the Company wishes to announce that the public shareholding spread of the Company as at 12 August 2009 was 42,571,617 shares representing 23.78% of the total shares issued held in the hands of 2,644 public shareholders, each holding not less than 100 shares each. Accordingly, the Company does not fully comply with the public shareholding spread requirements pursuant to Paragraph 8.02 of the Main LR of Bursa Securities which state that a listed company must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders (“Public Shareholding Spread Requirement”).

Bursa Securities and the Securities Commission have via their letters dated 15 April 2009 and 17 April 2009, respectively, granted an extension of time up to 7 October 2009 to comply with the Public Shareholding Spread Requirement.

The Company’s controlling shareholder, Brahim’s International Franchises Sdn Bhd is endeavouring to meet the Public Shareholding Spread Requirement before the deadline.

This announcement is dated 26 August 2009.

GENERAL ANNOUNCEMENT: TAMADAM VS. SANYO SALES & SERVICES SDN BHD (“SANYO SALES & SERVICES”) (12 August 2009)

The letter from Bursa Malaysia Securities Berhad dated 11th August 2009 refers. We hereby append below the additional information as requested:

1. The summons was served on Sanyo on 7th August 2009.

2. The summons was filed by Tamadam for recovery of unpaid fees in respect of warehouse and logistics services rendered to Sanyo.

3. The summons is not expected to have any financial or operational impact on the Tamadam Group.

 

This announcement is dated 12 August 2009.

GENERAL ANNOUNCEMENT: MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN LSG SKY CHEFS-BRAHIM’S SDN BHD (“LSGB”) AND HALAL INDUSTRY DEVELOPMENT CORPORATION SDN BHD (“HDC”) (7 August 2009)

Further to Tamadam’s announcement made on 11 May 2009, the Board of Directors of Tamadam wish to announce that LSGB and HDC are currently in the process of drafting and finalising an agreement to formalise the working relationship envisioned in the MOU.

 

This announcement is dated 7 August 2009.

GENERAL ANNOUNCEMENT: MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN TAMADAM AND HALAL INDUSTRY DEVELOPMENT CORPORATION SDN BHD (7 August 2009)

Further to Tamadam’s announcements made on 13 May 2008, 13 August 2008, 13 November 2008, 13 February 2009 and 13 May 2009, the Board of Directors of Tamadam wish to announce that to date there have been no further material developments since the signing of the above MOU dated 13 May 2008.

 

This announcement is dated 7 August 2009.

GENERAL ANNOUNCEMENT: TAMADAM VS. SANYO SALES & SERVICES SDN BHD (“SANYO SALES & SERVICES”) (7 August 2009)

The Board of Directors of Tamadam wish to announce that Tamadam has on 7th August 2009, through its solicitors, commenced a legal action against Sanyo Sales & Services Sdn Bhd (“the Defendant”) vide Shah Alam High Court Civil Suit No. 22-1114-2009 to obtain  judgement for the following:-

(a) The sum of RM366,486.83 being the outstanding sum for “Total Logistics Services” rendered to the Defendant;

(b) Late interest of RM179,991.84 as at 18 June 2009;

(c) Late interest at the rate of 1.5% per month on the above sum of RM366,486.83 from 19 June 2009 until the date of full settlement;

(d) Costs; and

(e) Such other relief as the Honorable Court deems fair and just.

The Company upon advice by its solicitors is of the belief that it has a good case and/or claim against the Defendant.

 

This announcement is dated 7 August 2009.

GENERAL ANNOUNCEMENT: MEMORANDUM OF UNDERSTANDING (“MOU”) BETWEEN TAMADAM AND NETZ TOYOTA KYOTO CO LTD (“NETZ TOYOTA”) (10 June 2009)

The Board of Directors of Tamadam wish to announce that Tamadam has on 10th June 2009 signed an MOU with Netz TOYOTA to establish a joint-venture company in Malaysia.

Netz TOYOTA is a market leader in Japan in the sale and distribution of automobiles. Netz TOYOTA is very experienced in the establishment, operation and management of automobile dealerships and service centers. These service centers are of an advanced standard and are able to service and repair all types of Toyota vehicles including hybrid vehicles including both “Hybrid Synergy Drive” and “Lexus Hybrid Drive” vehicles.

Tamadam is a fully integrated logistics services provider which owns and operates storage facilities. It also provides trucking, distribution, delivery, freight forwarding and insurance services. Tamadam is experienced in automobile logistics, vehicle storage, spare parts logistics, car clearance, car shipment and servicing. Tamadam’s associated company provides in-flight catering services.

The purpose of the MOU is to establish a joint-venture company to enable the parties to cooperate and synergise the capabilities, knowledge, expertise, resources, facilities and the networks of both organisations and to develop service centers for automobiles in Malaysia.

The MOU shall be valid for one (1) year from the date of signing, or such time that a formal agreement or joint venture is concluded between Netz TOYOTA and Tamadam.

The MOU is non-binding subject to the terms and conditions stipulated in the MOU and is intended as an outline of the present understanding and commitments between the parties and may be subject to change in the course of implementation hereto.

The MOU is currently not anticipated to have any financial impact on the Company in the current financial year. The joint-venture company is expected to contribute positively to the Company in future financial years.

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

 

This announcement is dated 10th June 2009.

HALAL INDUSTRY DEVELOPMENT CORPORATION (“HDC”) SIGNS MOU WITH TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM”) ON LOGISTICS INFRASTRUCTURE AND FACILITIES FOR CERTAIN HALAL PARKS IN MALAYSIA (15 May 2008)

Kuala Lumpur – HDC, a company established by the Malaysian Government to direct and coordinate the development of Halal industry and lead the development of Halal standards, audit and certification has also been entrusted by the Government to coordinate the development of relevant Halal Parks throughout Malaysia.

HDC has today signed an MOU to assign Tamadam to utilise its expertise and experience to propose the optimal procedure to implement the logistics infrastructure and facilities for certain Halal Parks in Malaysia. Tamadam is proud and happy to be the FIRST and ONLY leading Halal logistics service provider to be so recognised by HDC.

Further, HDC may recommend to the Halal Park operators to appoint Tamadam to implement logistics facilities in the Halal Parks including warehouses, distribution centers and other logistics infrastructure. In consideration of Tamadam’s contribution, HDC will try to give first preference to Tamadam for allocation of space within the Halal Parks.

HDC recognises that cost efficient and comprehensive logistics services are essential for the successful implementation of the Halal initiative. Tamadam’s vast experience and global network linking 120 ports and 1,200 destinations will ensure occupants of Malaysia’s Halal Parks are assured of comprehensive freight linkages and cost efficient logistics support.

“The success of the World Halal Forum 2008 demonstrates the importance of Halal in the world today. The endorsement by HDC of Tamadam and the involvement of Tamadam in the high growth halal industry especially in the halal food industry, from farm to fork, is another spectrum of the expansion of Tamadam into areas which are expected to contribute positively to the future earnings of the Tamadam Group” said Tunku Dato’ Seri Mahmud bin Tunku Besar Burhanuddin, Executive Chairman of Tamadam.

Tamadam, listed on the Second Board of Bursa Malaysia, is a total logistics service provider which offers ambient and temperature controlled storage, trucking, distribution, freight forwarding and customs forwarding services. Tamadam has been in the logistics industry for 25 years and is ISO 9001:2000 certified as well as a Syariah compliant company.

Tamadam is an expert in Halal as it is also a substantial shareholder of LSG Sky Chefs-Brahim’s Sdn Bhd which has a 25-year concession to operate the 100% Guaranteed Halal flight kitchen in Kuala Lumpur International Airport (“KLIA”). This kitchen serves 35,000 certified Halal meals daily to 40 international airlines including MAS and Air Asia thereby ensuring Muslim travelers can journey in confidence.

Tamadam, through our highly qualified consultants, also provides advice on Halal compliance and certification for services and food products.

JOINT-VENTURE WITH CWT LIMITED (16 April 2008)

1 INTRODUCTION

Tamadam Bonded Warehouse Berhad (“Tamadam”) is pleased to announce that it has signed a Memorandum of Understanding with CWT Limited (“CWT”) to form a joint-venture company in Malaysia on 16 April 2008. The joint-venture will be 51% owned by Tamadam and 49% owned by CWT.

2 BUSINESSES OF THE COMPANIES

The businesses of the companies are as follows:

  1. CWT is a market leader in supply chain management providing warehousing & logistics solutions, freight forwarding and project management. For more information on CWT, please visit CWT’s website.
  2. Tamadam is a fully integrated logistics services provider which owns and manages bonded and nonbonded ambient warehouses and bonded and nonbonded temperature controlled storage. It also provides bonded and nonbonded trucking, distribution and delivery services; open yard storage; freight forwarding services, customs forwarding services and insurance services. Tamadam’s associated company provides food and catering services.

3 SCOPE OF COOPERATION

The scope of cooperation of the MOU will be as follows:

  1. Tamadam and CWT shall endeavour to work together to develop businesses providing total logistics services, specialised logistics services and building management services and to tender for such contracts where expedient for both Parties. In the event of such cooperation, TCSB shall be the company to undertake such joint activities; and
  2. CWT will allow Tamadam to use CWT’s international freight forwarding network for its international freight forwarding requirements.

4 BENEFITS OF THE MOU TO TAMADAM

The MOU with CWT fits in with Tamadam’s objective of providing first class total logistics services at the best value to our customers. We are glad that we have entered into partnership with CWT, which is one of the fastest growing logistics companies in Asia. CWT shares our values of being fast, dynamic, aggressive and putting our customers first. CWT’s vision is to be a world-class corporation with global logistics capabilities. We are proud that we have been chosen as a partner by CWT to implement their vision in Malaysia.

The MOU will enable Tamadam to instantly tap into CWT’s network of freight forwarding offices that connects customers to 120 ports and 1,200 destinations around the world to grow our own freight businesses.

The market for logistics services in Malaysia is becoming increasingly competitive, however, at the same time, the market is also expanding. This means that formerly niche logistics services can now be very viable businesses. CWT has substantial experience in specialised logistics, such as chemical logistics, project logistics, commodity logistics and marine engineering logistics which Tamadam believes can have higher value added than conventional logistics services and which we would like to grow in Malaysia. Furthermore, CWT has subsidiaries that provide building management and fleet vehicle management services, two businesses that again can be explored in Malaysia.

CWT has built almost 6 million square feet of warehouse space in the last three years . As Tamadam also intends to expand warehouse space under management in Malaysia, whether by building or rental of more warehouses, CWT’s substantial experience in this area will be very useful for us.

5 CONCLUSION

Tamadam’s management have been striving to reinvent the company. We have lowered our borrowings, diversified our income and expanded our capital base. Our shareholders can now be confident that their share values are supported by long term stable earnings. While our catering business continues to underpin our top and bottom line performance, our logistics businesses will continue to grow.

To accelerate growth, smart partnerships are the fastest and most reliable way forward and we are pleased to have secured a like-minded party to work with. Our relationship with CWT will open many possibilities and give us many options to continue to grow shareholder value. We are tremendously excited by this development and hope that our stakeholders can give this partnership their full support

COMPLETION OF CORPORATE EXERCISE (24 March 2008)

TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM” OR “COMPANY”)

UPDATE IN RELATION TO THE FOLLOWING :-

(i)         PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD COMPRISING 510,000 ORDINARY SHARES OF RM1.00 EACH (“SHARES”) FOR A PURCHASE CONSIDERATION OF RM130,000,000 FROM BRAHIM’S INTERNATIONAL FRANCHISES SDN BHD (“BIF”) TO BE SATISFIED BY THE ISSUANCE OF 130,000,000 NEW SHARES IN TAMADAM VALUED AT RM1.00 PER SHARE (“CONSIDERATION SHARES”) (“PROPOSED ACQUISITION”); AND

(ii)        PROPOSED OFFER FOR SALE AND/OR PLACEMENT OF UP TO 11,394,750 SHARES IN TAMADAM HELD BY BIF TO THE MALAYSIAN PUBLIC (“PLACEMENT SHARES”) (“PROPOSED OFFER FOR SALE AND/OR PLACEMENT”).

(ITEMS (I) AND (II) ARE TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)

1.         INTRODUCTION

On 28 June 2007, Tamadam entered into a share sale agreement with Brahim’s International Franchises Sdn Bhd (“BIF”) for the acquisition of 51% of Brahim’s-LSG Sky Chefs Sdn Bhd (“BLH”).

The Securities Commission has approved, in its letter dated 13 December 2007, the following:

(i) acquisition of 51% equity interest in BLH, comprising 510,000 shares of RM1.00 each, from BIF for a purchase consideration of RM130 million to be satisfied by the issuance of 130 million new shares in Tamadam.
(ii) offer for sale and/or placement of up to 11,394,750 shares held in Tamadam by BIF to the Malaysian public; and
(iii) listing of and quotation for the 130 million new Tamadam shares to be issued on the Second Board of Bursa Securities.

On 12 February 2008, the shareholders of Tamadam approved the Proposed Acquisition at an Extraordinary General Meeting.

On 17 March 2008, the parties to the share sale agreement, namely Tamadam and BIF, agreed that all the conditions precedent (including the approvals of Malaysian Airline System Berhad (“MAS”) and LSG Asia GmbH (“LSG Asia”)) for the Share Sale Agreement for the Share Sale Agreement had either been met or waived and that the Share Sale Agreement was now unconditional and would therefore proceed to completion.

2.         PROPOSED PLACEMENT

The purpose of the Proposed Placement is to ensure that Tamadam meets the requirement for public shareholding spread after the Proposed Acquisition is completed. The public shareholding spread required by Bursa Malaysia is 25%.

Based on the Register of Depositors of Tamadam as at 25 February 2008 and on the assumption that the Proposed Acquisition had been effected on that date, the proforma public shareholding spread of Tamadam is 33,351,919 Shares or 18.64% of its enlarged issued and paid-up share capital of 179,005,000 Shares. These Shares are in the hands of 2,455 public shareholders holding not less than 100 Shares each (please refer to Appendix I of this Application).

3.         APPROVAL OF BURSA SECURITIES

On 10 March 2008,  the Kuala Lumpur Composite Index plunged 9.5% arising from the current change in the political climate in Malaysia, compounding the already dampened market sentiment due mainly to fears of a US recession which had also affected the other Asian markets.

It is the intention of Tamadam as well as BIF, the largest shareholder of Tamadam after completion of the Proposed Acquisition, to comply with the required public shareholding spread of 25%. However, in view of the currently, and arguably unusually, dampened market sentiment, BIF has requested Bursa Securities to grant it an extension of time of six months from the listing date of the consideration shares to complete the Proposed Placement.  Accordingly, BIF has given Bursa an underaking letter to this effect.

On 19 March 2008, Bursa Securities approved BIF’s request.

4.         APPROVAL OF SECURITIES COMMISSION

The approval of the Securities Commission is also required for the time extension for the Proposed Placement. Accordingly, Tamadam has written to the Securities Commission for the said approval on 24 March 2008.

5.         EXPECTED COMPLETION DATE

In view of the above, the Proposed Acquisition is expected to be completed by 31 March 2008, or very shortly thereafter save for the listing of the consideration shares which is contingent on the approval of the Securities Commission sought in (4) above.

Assuming the approval of the Securities Commission is granted for the Proposed Extension, the Proposed Placement is expected to be completed within six months of the Listing Date for the consideration shares.

EXTRAORDINARY GENERAL MEETING (25 January 2008)

TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM” OR “COMPANY”)

I. PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) COMPRISING 510,000 ORDINARY SHARES OF RM1.00 EACH (“SHARES”) FOR A PURCHASE CONSIDERATION OF RM136.5 MILLION FROM BRAHIM’S INTERNATIONAL FRANCHISES SDN BHD (“BIF”) TO BE SATISFIED BY THE ISSUANCE OF 160,588,235 NEW SHARES IN TAMADAM VALUED AT RM0.85 PER SHARE (“PROPOSED BLH ACQUISITION”);

II. PROPOSED WAIVER TO BIF AND PARTIES ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO EXTEND A MANDATORY GENERAL OFFER (“GO”) FOR ALL THE REMAINING SHARES NOT ALREADY OWNED BY THEM IN TAMADAM AND ALL NEW SHARES THAT MAY BE ALLOTED AND ISSUED PURSUANT TO THE EXERCISE OF THE COMPANY’S 2000/2010 WARRANTS (“WARRANTS”) AFTER THE PROPOSED BLH ACQUISITION (“PROPOSED WAIVER”);

III. PROPOSED OFFER FOR SALE AND/OR PLACEMENT OF SHARES IN TAMADAM HELD BY BIF TO THE MALAYSIAN PUBLIC (“PROPOSED OFFER FOR SALE AND/OR PLACEMENT”); AND

IV. PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF TAMADAM FROM RM100,000,000 COMPRISING 100,000,000 SHARES TO RM500,000,000 COMPRISING 500,000,000 SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”)

Tamadam will be holding an Extraordinary General Meeting (“EGM”) at The Green, The Royal Selangor Golf Club, Jalan Kelab Golf, 55000 Kuala Lumpur on Tuesday, 12 February 2008 at 10.30 a.m. or at any adjournment thereof for the purposes of considering and, if thought fit, to pass the following resolutions with or without modification :-

(a) proposed acquisition of 51% equity interest in Brahim’s-LSG Sky Chefs Holdings Sdn Bhd for a purchase consideration of RM130,000,000 from Brahim’s International Franchises Sdn Bhd (“BIF”) to be satisfied by the issuance of 130,000,000 new ordinary shares of RM1.00 each (“Shares”) in Tamadam valued at RM1.00 per Share (“Proposed Acquisition”);

(b) proposed waiver to BIF and parties acting in concert with it from the obligation to extend a mandatory general offer for all remaining Shares in Tamadam not already owned by them and all new Shares that may be allotted and issued pursuant to the exercise of the Company’s 2000/2010 Warrants, after the Proposed Acquisition; and

(c) proposed increase in the authorised share capital of Tamadam from RM100,000,000 comprising 100,000,000 Shares to RM500,000,000 comprising 500,000,000 Shares.

The full text of the Notice of the EGM to be advertised in The Sun on 25 January 2008 is available here.

The Circular to Shareholders issued by Tamadam in relation to the EGM is available as follows:
Circular Part 1 Front Cover-Page 24 (Definitions, Directors’ Letter to Shareholders) 1.5MB
Circular Part 2 Pages 25-58 (Independent Advice, Background information on BLH) 1.8MB
Circular Part 3 Pages 59-100 (Accountant’s Report on BLH) 1.6MB
Circular Part 4 Pages 101-133 (Accountant’s Report (cont’d)) 1.1MB
Circular Part 5 Pages 134-172 (Proforma B/S & Profit Estimate, Valuer’s Letter, Further Information) 1.3MB

The directors of Tamadam have already indicated that they will vote in favour of the Proposals.

EXPECTED COMPLETION DATE
At the date of writing (that is 25 January 2008), the Proposals are expected to be completed by 28 February 2008.