Contents :
1.0 INTRODUCTION
The Board of Directors of Ahmad Zaki Resources Berhad or ("AZRB") wishes to announce that the Company had on 13 March 2001 entered into a Shareholders Agreement or ("Agreement ") with eight other parties listed below in connection with their investments in CIDB Inventures Sdn Bhd or ("CIDBI").
i IJM Corporation Berhad,
ii MTD Capital Berhad,
iii WCT Engineering Berhad
iv. Bumihiway (M) Sdn Bhd,
v. Binapuri Construction Sdn Bhd
vi. Golden Land Construction Sdn Bhd
vii. CIDB Holdings Sdn Bhd
viii. HSS Integrated Sdn Bhd
2.0 BACKGROUND INFORMATION
CIDBI was incorporated in Malaysia as private limited company under the Companies Act, 1965 on 14 May 1998. Its present authorized share capital is RM 5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each with a fully paid up share capital of RM100,000 comprising 100,000 units ordinary shares of RM1.00 each. The existing shareholders of CIDBI and their respective shareholding at the date of this announcement are as follows:
Shareholders Shareholdings
Unit %
i IJM Corporation Berhad, 23,000 (23%)
ii MTD Capital Berhad, 15,000 (15%)
iii Bumihiway (M) Sdn Bhd, 15,000 (15%)
iv Ahmad Zaki Resources Berhad 10,000 (10%)
ix. WCT Engineering Berhad 10,000 (10%)
x. Binapuri Construction Sdn Bhd 10,000 (10%)
xi. Golden Land Construction Sdn Bhd 10,000 (10%)
xii. CIDB Holdings Sdn Bhd 5,000 (5%)
xiii. HSS Integrated Sdn Bhd 2,000 (2%)
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100,000 (100%)
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AZRB has on 31.12.1999 subscribed for 10,000 units of shares in CIDBI at RM1.00 per share for cash totalling RM10,000/=. The total cost of investment for AZRB remains as RM10,000/= at the date of this announcement.
The principal activity of the CIDBI is to invest in joint-venture corporations to be set up with its shareholders to undertake building, construction and management of roads and highway projects in India procured by the CIDBI. CIDBI shall undertake the negotiation and submission of proposals for any privatization highways projects in India and thereafter undertake such project via a joint-venture corporation. CIDBI serves as a gateway for its members to export their expertise and technology in the building and management of roads and highways to India.
At the date of the announcement, CIDBI has yet to secure any privatized project nor invested in any corporation which undertakes such project. However, CIDBI has submitted a proposal to Indian Authorities for a privatised highway project under Build, Operate and Transfer or ("BOT") basis. The said privatised project is to design, construct, operate and maintain two stretches of road and highways, from Tada to Nellore [NH-5] and Vijayawada to Nandigama [NH-9] in India measuring 158KM which is currently under negotiation with the National Highways Authority of India. Upon finalisation of negotiation, a concession Agreement will be signed between CIDBI and the National Highways Authority of India on behalf of the Government of India.
3.0 TIME AND PLACE WHERE AGREEMENT MAY BE INSPECTED
The shareholders of the AZRB may inspect the Agreement at the Register Office of AZRB at Mez Floor, 8A, Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur Malaysia between 9.00 a.m and 5.00 p.m from Monday to Friday (except on Public Holidays) from 15 March 2001 onwards.
4.0 RATIONALE
This investment represents a long term investment which provides AZRB a opportunity platform to expand its construction activities or construction related activities to India through its future participation directly or indirectly in the construction projects to be identified by CIDBI and thus enhances the Groups overseas ventures prospect.
5.0 APPROVAL REQUIRED
The investment in CIDBI is not subject to shareholders approval or any other regulatory authorities approvals.
6.0 SOURCE OF FUNDS
The investment is funded by AZRB's internal generated fund.
7.0 FINANCIAL EFFECTS
a. Share Capital
The investment did no have any effect on the issued and paid up share capital of the AZRB as the consideration for the investment was paid in cash.
b. Earnings
The investment did/will not have any material effect on the earnings of AZRB Group for the financial year ended/ending 31 December 1999/2000/ 2001.
c. Net tangible assets
The said investment did/will not have any material effect on the net tangible assets of AZRB Group for the financial year ended/ending 31 December 1999/2000/2001.
8.0 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST
None of the directors/substantial shareholders and persons connected with them has any interest, direct and indirect, in the investment.
9.0 STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of AZRB is of the opinion that the investment was made in the best interest of the Company.