General Announcement
Reference No. GA1-07122015-00005
APPENDIX 1
CAB CAKARAN CORPORATION BERHAD
MEMORANDUM OF UNDERSTANDING ENTERED INTO BETWEEN CAB CAKARAN
CORPORATION BERHAD AND KMP PRIVATE LTD PURSUANT TO PARAGRAPH
9.04(O) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA
SECURITIES BERHAD
1.0
INTRODUCTION
The Board of Directors of CAB Cakaran Corporation Berhad ("CAB" or “the
Company”) wishes to announce that the Company has on 6 December 2015
entered into a Memorandum of Understanding (“MOU”) with KMP Private Ltd
(Company Registration No. 198100490N) (“KMP”) for the objectives as set out in
Section 3.1 below.
2.0
BACKGROUND INFORMATION
Information on KMP
KMP was incorporated in Singapore on 2 February 1981 under the Singapore
Companies Act, Cap 50 as private company limited by shares and having its
registered office at 150, South Bridge Road,#11-04, Fook Hai Building, Singapore
058727. The total issued and paid up share capital of KMP is SGD 255,500,000
divided into 255,500,000 ordinary shares of SGD1.00 each.
KMP is Salim Group’s investment holding company which holds the investment in
Salim Group’s subsidiaries companies in Indonesia, in the operation of food,
agribusiness, distribution and retail of fast moving consumer goods
The Directors and shareholders of KMP are as follows:Directors
Nationality
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Indonesian
Indonesian
Singapore Citizen
Singaporean Citizen
Singapore Citizen
Singapore P.R
Axton Salim
Astrid Salim
Tan Hang Huat
Kok Chun Sing
Teng Tien Eng Moses
Anthoni Salim @ Liem Hwong
Sen @ Liem Hong Sien
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General Announcement
Reference No. GA1-07122015-00005
Shareholders
(i)
(ii)
No. of shares held
Anthoni Salim @ Liem Hwong
Sen @ Liem Hong Sien
Mariton International Limited
3.0
TERMS OF THE MOU
3.1
Objectives of the MOU
Percentage
171,185,000
67%
84,315,000
33%
This MOU:3.1.1
is a formal confirmation for both parties’ intention to study the possibilities of
joint venture as follows:
(i) Signing of Joint Venture Agreement (“JVA”) between CAB and Salim’s
“SPV” (Special Purpose Vehicle) company in Indonesia for purpose of
establishing a fully integrated poultry business in Indonesia.
3.1.2
3.2
shall operate among both parties in accordance with principles of good faith
and, without detriment to the interest of any Party and the objectives of the
MOU shall be pursued by the parties to the best of their abilities.
The following are the roles of the parties:
3.2.1 Salim Group “SPV” role shall be as follows:
(i)
to submit an application to the Indonesian Foreign Investment
Coordinating Board (‘BKPM”) (if applicable) for the establishment of
new “JVCo”, under the Indonesian Foreign investment law (Law
Number: 25/2007);
(ii)
to establish the “JVCo” with its Deed of Establishment in front of the
Indonesian Notary Public, based on the approval letter from the
Indonesian Foreign Investment Coordinating Board.;
(iii)
to apply and to obtain the “JVCo” tax registration number and all
operating licenses required by Indonesian central and local
government;
(iv)
to be responsible for the overall finance and accounting report of the
“JVCo” in accordance to the Indonesian Accounting standard rules
and regulations and discussing marketing and sales yearly budget to
be approved in the Shareholders Annual General Meeting Agenda;
and
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General Announcement
Reference No. GA1-07122015-00005
(v)
3.2.2
to be responsible for other local operational matters including but not
limited to sourcing of land and manpower for the project.
CAB’s role is as follows:
(i)
to be responsible in the whole technical and Know How aspect of
the Production Department, R&D and total supply chain of the
“JVCo”, in order to achieve production efficiency and effectiveness
to the chicken product output;
(ii)
to assist in creating product’s value added along the total supply
chain from the producer to the consumers.
3.2.3 The shareholding percentage of the “JVCo” between Salim Group “SPV”
company and CAB at the initial setup will be 90% for Salim’s “SPV” and
10% for CAB. However, CAB will have the option to increase its
shareholding percentage up to 30% in the next three years’ time after the
initial setup, depending on its financial condition.
4.0
RATIONALE
This MOU is a formal confirmation of both parties’ intention to study the possibilities
of joint venture in Indonesia, for the purpose of establishing a fully integrated
poultry business in Indonesia. The MOU is subject to terms and conditions as
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.
5.0
VALIDITY OF THE MOU
The MOU is valid for twelve (12) months from the date of signing of MOU or until
the execution of the valid JVA, whichever comes earlier.
This MOU can be terminated by either party by given a one (1) month prior written
notice by registered mail or e-mail.
6.0
COST OF INVESTMENT
The estimated cost of investment cannot be ascertained at this juncture.
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Reference No. GA1-07122015-00005
7.0
EFFECTS OF THE MOU
The MOU is not expected to have any immediate material effects on issued and
paid-up share capital, net assets and earnings per share of CAB Group for the
financial year ending 30 September 2016.
8.0
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS
CONNECTED TO SUCH DIRECTORS AND/OR MAJOR SHAREHOLDERS
None of the Directors and/or major shareholders of CAB and/or persons connected
with the Directors and/or major shareholders of CAB, has any interest, direct or
indirect in the MOU.
9.0
DIRECTORS’ STATEMENT
The Board Directors of CAB, having taken into consideration all aspects of the MOU,
is of the opinion that the MOU is in the best interests of CAB Group.
10.0
APPROVALS REQUIRED
The entry of the MOU does not require the approval of the shareholders of CAB or
any relevant government authorities.
11.0
DOCUMENT FOR INSPECTION
The MOU is available for inspection at the registered office of CAB at Suite 12-02,
12th Floor, Menara Zurich, 170, Jalan Argyll, 10050 Penang during office hours from
Mondays to Fridays for a period of 3 months from the date of this announcement.
This announcement is dated 7 December 2015.
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