CIRCULAR/NOTICE TO SHAREHOLDERS: LETTER TO SHAREHOLDERS IN RELATION TO THE CIRCULAR DATED 30 JULY 2012 FOR THE PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD FOR A CASH CONSIDERATION OF RM130,000,000

 

BRAHIM’S HOLDINGS BERHAD

 

Subject LETTER TO SHAREHOLDERS IN RELATION TO THE CIRCULAR DATED 30 JULY 2012 FOR THE PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD FOR A CASH CONSIDERATION OF RM130,000,000

GENERAL MEETINGS: NOTICE OF MEETING

Type of Meeting EGM
Indicator Notice of Meeting
Description BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”)Notice of Adjourned Extraordinary General Meeting (“Adjourned EGM”) in respect of:

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

On behalf of BHB, HwangDBS Investment Bank Berhad wishes to announce that the Adjourned EGM in relation to the Proposed BLH Acquisition will be held at Café Barbera, 18, Lorong Maarof, Bangsar Park, 59000 Kuala Lumpur on Wednesday, 5 December 2012 at 10.30 a.m. or at any further adjournment thereof, for the purpose of considering and, if though fit, passing the resolution as set out in the Notice of Adjourned EGM to give effect to the Proposed BLH Acquisition. The full text of the Notice of Adjourned EGM is attached herewith for your attention.

Members whose names appear in the Record of Depositors on 29 November 2012 shall be eligible to attend, speak and vote at the Adjourned EGM.

This announcement is dated 16 November 2012.

Date of Meeting 05/12/2012
Time 10:30 AM
Venue Café Barbera, 18, Lorong Maarof, Bangsar Park, 59000 Kuala Lumpur
Date of General Meeting Record of Depositors 29/11/2012

NOTICE OF PERSON CEASING (29C) – DATO’ RAJA SULAIMAN BIN RAJA SHARIFF

 

BRAHIM’S HOLDINGS BERHAD

 

Particulars of substantial Securities Holder

Name Dato’ Raja Sulaiman Bin Raja Shariff
Address 2604 Summervilla Condominium
Jalan SS12/1
47500 Subang Jaya
Selangor
NRIC/Passport No/Company No. 590814-10-6553
Nationality/Country of incorporation Malaysian
Descriptions (Class & nominal value) Ordinary Shares of RM1.00 each
Date of cessation 29/10/2012
Name & address of registered holder Dato’ Raja Sulaiman Bin Raja Shariff
2604 Summervilla Condominium
Jalan SS12/1
47500 Subang Jaya
Selangor
Currency Malaysian Ringgit (MYR)
Number of securities disposed 2,500,000
Price Transacted ($$)  
Circumstances by reason of which a person ceases to be a substantial securities Holder Disposal of shares
Nature of interest Direct interest
Date of notice 30/10/2012
Remarks :
The Notice was received by the Company on 31 October 2012

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS BRAHIMS HOLDINGS BERHAD (“BHB” or the “Company”) PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) FOR A CASH CONSIDERATION OF RM 130.0 MILLION (“PROPOSED BLH ACQUISITION”)

BRAHIM’S HOLDINGS BERHAD

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description BRAHIMS HOLDINGS BERHAD (“BHB” or the “Company”)

PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) FOR A CASH CONSIDERATION OF RM 130.0 MILLION (“PROPOSED BLH ACQUISITION”)

We refer to the following in relation to the Proposed BLH Acquisition:

 

 

(a) announcement dated 21 May 2012 (“Announcement”);

 

(b) circular to shareholders dated 30 July 2012; and

 

(c) announcement dated 6 September 2012 in respect of the outcome of the meeting for the extraordinary general meeting.

 

Unless otherwise stated, words and expressions used in this announcement shall have the same meaning as those attributed to them in the Announcement.

 

 

On behalf of the Board, HwangDBS wishes to announce that BHB and the Vendor have, via an exchange letter dated 18 October 2012 which was accepted by the Vendor on 25 October 2012, mutually agreed that the Completion Date be extended up to 19 December 2012.

 

 

This announcement is dated 25 October 2012.

CHANGE IN BOARDROOM

BRAHIM’S HOLDINGS BERHAD
12/09/2012 05:36:27 PM
Date of change 12/09/2012
Name Cheam Heng Cheang
Age 46
Nationality Malaysian
Designation Director
Directorate Non Independent & Non Executive
Type of change Resignation
Reason To pursue his other interests.
Details of any disagreement that he/she has with the Board of Directors No
Whether there are any matters that need to be brought to the attention of the shareholders No
Qualifications Mr Cheam obtained a Master of Arts in Jurisprudence from St. John’s College, Oxford University, England in 1989. He became a member of Gray’s Inn and was called to the Bar of England and Wales in 1990.
Working experience and occupation Mr Cheam has experience in finance, retailing, trading information technology, manufacturing, food, radio as well as in logistics. He also sits on the boards of several private companies.
Directorship of public companies (if any) -NIL-
Family relationship with any director and/or major shareholder of the listed issuer -NIL-
Any conflict of interests that he/she has with the listed issuer -NIL-
Details of any interest in the securities of the listed issuer or its subsidiaries Mr Cheam holds 13,413,000 Ordinary Shares of RM1.00 each represent 6.24% of the total issued and paid up capital of Brahim’s Holdings Berhad.
Remarks :
The Notice was received by the Company on 12 September 2012.

BRAHIMS-TRADING HALT & RESUMPTION OF TRADING

BRAHIM’S HOLDINGS BERHAD
06/09/2012 01:02:55 PM

LISTING’S CIRCULAR NO. L/Q :  65958 OF  2012

Kindly be advised that trading in the above Company’s shares has been halted with effect from 11.55 a.m., Thursday, 6 September 2012 and will resume with effect from 2.30 p.m., Thursday, 6 September 2012.
Your attention is drawn to the Company’s announcement dated 6 September 2012.

GENERAL MEETINGS: OUTCOME OF MEETING

BRAHIM’S HOLDINGS BERHAD
06/09/2012 11:48:18 AM
Type of Meeting EGM
Indicator Outcome of Meeting
Date of Meeting 06/09/2012
Time 10:30 AM
Venue Café Barbera, 18, Lorong Maarof, Bangsar Park, 59000 Kuala Lumpur
Outcome of Meeting

BRAHIM’S HOLDINGS BERHAD (“BHB” OR “COMPANY”)

Proposed acquisition of 49% equity interest in Brahim’s-LSG Sky Chefs Holdings Sdn Bhd (“BLH”) for a CASH consideration of RM130.0 million (“Proposed BLH Acquisition”)

We refer to the announcement dated 21 May 2012 (“Announcement”) and the notice of EGM dated 30 July 2012 in relation to the Proposed 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. 

On behalf of the Board, HwangDBS wishes to announce that it has come to the Board’s attention that MAS has forwarded a letter to LSGB, the subsidiary of BLH, which operates under the Catering Agreement to put on notice that MAS has the intention to renegotiate the terms of the Catering Agreement to re-align the objectives of the parties under the Catering Agreement.   Nonetheless, no specific terms were provided by MAS in respect of the relevant provisions of the Catering Agreement which MAS would like to renegotiate. 

The Board has sought legal opinion and has been advised that the terms and the obligations of all parties under the Catering Agreement remain intact. 

Upon hearing the explanation from the Board in respect of MAS’ intention which may affect the viability of the Proposed BLH Acquisition, the shareholders have today in the EGM proposed to adjourn the EGM for the Proposed BLH Acquisition to allow the Board to seek clarity on the intention of MAS in respect of the Catering Agreement. Accordingly, the shareholders unanimously voted for the EGM for the Proposed BLH Acquisition be adjourned to a date that is not more than 3 months from today. 

The Board will continue to engage in discussion with MAS to seek clarity on the Catering Agreement.  The Board is committed to evaluate all options available to ensure that the interest of the Company is protected under the Catering Agreement.    

This announcement is dated 6 September 2012.

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 (“MOU”)

BRAHIM’S HOLDINGS BERHAD
17/08/2012 05:25:29 PM
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 announcements made on 11 May 2009, 7 August 2009, 13 November 2009 and 12 February 2010, 14 May 2010, 18 November 2010, 18 February 2011, 18 May 2011, 18 August 2011, 18 November 2011, 17 February 2012 and 17 May 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 17 August 2012.