Type Announcement
Subject MEMORANDUM OF UNDERSTANDING
Description BRAHIM’S HOLDINGS BERHAD (“BRAHIM’S” OR THE “COMPANY”)
– MEMORANDUM OF UNDERSTANDING ENTERED BETWEEN BRAHIM’S HOLDINGS BERHAD AND SERVAIR INVESTISSEMENTS AEROPORTUAIRES
1. INTRODUCTION
The Board of Directors of the Company wishes to announce that the Company had on 21 January 2015 entered into a memorandum of understanding (“MOU”) with Servair Investissements Aeroportuaires (“S.I.A.”) for the purpose of entering into a joint venture for the reasons as set out in Section 3 (a) below.
2. INFORMATION ON S.I.A.
S.I.A. was incorporated in France, and is a subsidiary of Servair which in turn is a subsidiary of Air France. Servair is the leading airline catering company in France and ranked third worldwide, engaging in airline catering, airport assistance services and air transport consulting.
3. SALIENT TERMS OF THE MOU
(a) Purpose of the MOU
S.I.A. and Brahim’s are desirous to collaborate and improve commercial and industrial co-operation in airlines catering business based on each other’s ‘know-how’ competency. The intended co-operation will focus on technical information, knowledge and proprietary data covering aircraft catering, foods and beverages business, procurement of equipment for catering business, menu development, promotion and development of catering business among airlines, raw materials sourcing and in-flight food preparation and recipes.
The parties have entered into the MOU to set out the broad framework to facilitate negotiations to formalise ‘Definitive Agreements’.
(b) The salient terms of the MOU, which include amongst others, are as follows:
i) to set forth the principles under which the Parties will implement their further co-operation within the scope of Inflight Catering and Airport services in Malaysia including without limitation to the foregoing catering and cleaning activities, buy on board with the aim:
– to provide management services, training and seconded experts;
– to exchange in expertise as operational and technical process improvement, quality system implementation, culinary knowledge, food safety security and hygiene procedures, ramp safety and standard operation procedures;
– to reach an agreement to develop the current customer portfolio and to grant the benefit of the notoriety of SERVAIR brand mark through a licence agreement.
ii) the parties agree to consider the interests to S.I.A. to become a shareholder.
iii) the parties shall set-up a steering committee plus three working committees to study the scope of the co-operation, operational and technical issues and business valuation for proposed ownership.
4. RATIONALE
The objective of the MOU is to draw on the Parties core competencies in the airline catering business and airport services, exchange of operational and technical process improvement and to enable Brahim’s to benefit from using the SERVAIR brand mark and for S.I.A. to tap on Brahim’s halal excellence centre’s halal certification expertise.
5. EFFECT OF THE MOU
The MOU is not expected to immediately have material effects on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of Brahim’s for the financial year ending 31 December 2015.
6. INTEREST OF MAJOR SHAREHOLDERS AND DIRECTORS
None of the directors and/or major shareholders of Brahim’s and/or persons connected to them have any interest, direct or indirect, in the MOU.
7. DIRECTOR’S STATEMENT
The Board of Directors of Brahim’s, having considered the rationale and terms of the MOU, is of the opinion that the MOU is in the best interest of the Company.
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 21 January 2015.