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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
Shareholders should rely on their own evaluation to assess the merits and risks of the Proposal as set out herein.
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
AND
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 6th Annual General Meeting (“AGM”) to be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. The Notice of the 6th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2015.
If you are unable to attend and vote at the meeting, you may complete the Form of Proxy and deposit it at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time set for holding the meeting. The lodging of the Form of Proxy does not preclude you from attending and voting in person at the AGM should you subsequently decide to do so.
Last date and time for lodging the Form of Proxy ………………………. Sunday, 15 May 2016 at 10.00 a.m. Date and time of the AGM ……………………………………………….Tuesday, 17 May 2016 at 10.00 a.m.
This Circular is dated 25 April 2016
ii
DEFINITIONS
ii
In this Circular and the accompanying appendix, the following words and abbreviations shall have the following meanings unless otherwise stated:-
Act : The Companies Act, 1965 as amended from time to time and any re-enactment thereof
AGM : Annual General Meeting
Annual Report 2015 : Annual Report of the Company issued for the FYE 31 December 2015
ASB : Skim Amanah Saham Bumiputera, a fund managed by Permodalan Nasional Berhad
Board : The Board of Directors of the Company
Bursa Securities or Exchange : Bursa Malaysia Securities Berhad
Company Share or Shares : Ordinary Share(s) of RM0.50 each in the Company
Director : Shall have the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 and for purposes of the Proposal, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a Director of the Company or its subsidiary or holding company or a chief executive of the Company, its subsidiary or holding company
EPF : Employees Provident Fund Board
FLAG or Financial Limit Authority Guidelines
: A standardised authority limit approved by the Board which sets out the respective authority limits, including those reserved for the Board’s approval and those which the Board may delegate to the Board committees, the President, the management committee and management
FYE : Financial Year Ended/Ending
Group : UMW-OG and its subsidiaries
Listing Requirements : Main Market Listing Requirements of Bursa Securities, including any amendment(s) thereto that may be made from time to time
LPD : 31 March 2016, being the latest practicable date prior to the printing of this Circular
Major Shareholder : Means a person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:-
(i) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or
(ii) 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company.
For the purpose of this definition, “interest in shares” shall have the meaning given in Section 6A of the Act.
iii
DEFINITIONS
iii
For the purposes of the Proposal, Major Shareholder(s) includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon, a major shareholder of the Company or any other corporation which is its subsidiary or holding company.
Notice : Notice of the 6th AGM
OCTG : Oil Country Tubular Goods
Person Connected : In relation to a Director or a Major Shareholder, means such person who falls under any one (1) of the following categories:-
(i) a family member of the Director or Major Shareholder;
(ii) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder, is the sole beneficiary;
(iii) a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder;
(iv) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;
(v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;
(vi) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;
(vii) a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act;
(viii) a body corporate in which the Director, Major Shareholder or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or
(ix) a body corporate which is a related corporation.
Proposed Renewal of Shareholders’ Mandate or Proposal
: Proposed renewal of Shareholders’ Mandate for RRPT to be entered into by the Group from the date of the forthcoming AGM until the next AGM
Related Party : Director, Major Shareholder or Person Connected with such Director or Major Shareholder. For the purpose of the Proposal, the Related Parties are set out in Section 1.3 herein
RM and sen : Ringgit Malaysia and sen, respectively
iv
DEFINITIONS
iv
RRPT : Recurrent related party transaction(s) of a revenue or trading nature, which are necessary for the Group’s day-to-day operations and are entered into by the Company and/or its subsidiaries in the ordinary course of business of the Group
Shareholders’ Mandate : The shareholders’ mandate for the Group to enter into RRPT (as defined herein), for which approval from the shareholders was previously obtained during the 5th AGM held on 19 May 2015 and such authority shall expire at the conclusion of the 6th AGM
UMWC : UMW Corporation Sdn Bhd
UMW-OG or the Company : UMW Oil & Gas Corporation Berhad
UMWH Group : UMWH and its subsidiaries
UMWH : UMW Holdings Berhad USD : United States Dollar
In this Circular, words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
v
v
CONTENTS
LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE:-
INTRODUCTION……………………………………………………………………………………… 1
1.0 DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE
1.1 Provisions of the Listing Requirements……………………………………………………….. 2 1.2 Principal Activities of the Group………………………………………………………………... 3 1.3 Classes and Nature of the RRPT..……………………………………………………………. 5 1.4 Amount Due and Owing to the Group by Related Parties…………………………………… 8 1.5 Review Procedures for the RRPT..…………………………………………………………… 8 1.6 Statement by the Board Audit Committee……………………………………………………. 9 1.7 Rationale……………………………………………………………………………………….. 9
2.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS/ MAJOR SHAREHOLDERS…………………………………. 9
3.0 APPROVALS REQUIRED…………………………………………………………………………… 10
4.0 DIRECTORS’ RECOMMENDATION………………………………………………………………... 10
5.0 6TH AGM ..……………………………………………………………………………………………… 10
6.0 FURTHER INFORMATION…………………………………………………………………………... 10
APPENDIX .……………………………………………………………………………………………………... 11
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING …………………………………...... 13
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
1
1
UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
Registered Office: Level 18, Block 3A, Plaza Sentral
Jalan Stesen Sentral 5 50470 Kuala Lumpur
Malaysia
25 April 2016
Board of Directors:-
Tan Sri Asmat bin Kamaludin (Chairman / Non-Independent Non-Executive Director) Rohaizad bin Darus (President / Non-Independent Executive Director) Badrul Feisal bin Abdul Rahim (Non-Independent Non-Executive Director) Dr. Leong Chik Weng (Non-Independent Non-Executive Director) Razalee bin Amin (Independent Non-Executive Director) Dato’ Afifuddin bin Abdul Kadir (Independent Non-Executive Director) Cheah Tek Kuang (Independent Non-Executive Director)Dato’ Ibrahim bin Marsidi (Independent Non-Executive Director) Fina Norhizah binti Hj Baharu Zaman (Independent Non-Executive Director)
To: The Shareholders of UMW Oil & Gas Corporation Berhad
Dear Sir/Madam,
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
INTRODUCTION
At the 5th Annual General Meeting of the Company held on 19 May 2015, the Company obtained shareholders’ approval for the Shareholders’ Mandate for the Group to enter into RRPT, the details of which were set out in the Circular to Shareholders dated 27 April 2015.
The Shareholders’ Mandate will expire at the conclusion of the forthcoming 6th AGM to be held on 17 May 2016, unless the mandate is renewed at the said 6th AGM.
On 21 March 2016, the Company announced to Bursa Securities, its intention to seek shareholders’ approval for the Proposed Renewal of Shareholders’ Mandate at the forthcoming 6th AGM to be convened on Tuesday, 17 May 2016.
The purpose of this Circular is to provide you with details of the Proposed Renewal of Shareholders’ Mandate and to seek your approval for the ordinary resolution pertaining to the Proposed Renewal of Shareholders’ Mandate to be tabled at the forthcoming 6th AGM. The Notice together with the Form of Proxy are enclosed in the Annual Report 2015.
SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ AND CONSIDER THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE AT THE FORTHCOMING 6TH AGM.
2
2
1.0 DETAILS OF THE PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE
1.1 Provisions of the Listing Requirements
Pursuant to Paragraph 10.09(2) of the Listing Requirements, a listed issuer may seek a mandate from its shareholders for RRPT subject to the following:-
(i) the transactions are in the ordinary course of business and are on terms not more favourable to the related party than those generally available to the public;
(ii) the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders’ mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed issuer with an issued and paid-up capital of RM60 million and above:-
(a) the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or
(b) the percentage ratio of such RRPT is 1% or more of the thresholds prescribed under Paragraph 10.02 (g) of the Listing Requirements,
whichever is the higher;
(iii) the listed issuer’s circular to shareholders for the shareholders’ mandate includes the information as may be prescribed by the Exchange. The draft circular must be submitted to the Exchange together with a checklist showing compliance with such information;
(iv) in a meeting to obtain shareholders’ mandate, the interested Director, interested Major Shareholder or interested person connected with a Director or Major Shareholder, and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the transactions. An interested Director or interested Major Shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and
(v) the listed issuer immediately announces to the Exchange when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by the Exchange in its announcement.
The authority to be conferred pursuant to the Proposal, if approved by the shareholders, shall take effect from the passing of the ordinary resolution proposed at the forthcoming AGM and shall continue to be in force until:-
(i) the conclusion of the next AGM of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed in a general meeting, the authority is renewed; or
(ii) the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting,
whichever is the earlier.
Accordingly, your Board proposes to seek the shareholders’ approval for the Proposed Renewal of Shareholders’ Mandate. The Proposal will allow the Group, in the normal course of business, to enter into the RRPT referred to in Section 1.3 with the Related Parties, provided that such transactions are made at arm’s length, on the Group’s normal commercial terms and on terms not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders of the Group.
3
3
1.2 Principal Activities of the Group
The principal activities of the Company are to carry on the business of an investment holding company and to provide full corporate management, administrative and professional services as well as financial support to its subsidiaries. The principal activities of its subsidiaries and associate company as at LPD are as follows:-
Name Principal activities
Effective equity
interest Direct UMW Rig Asset (L) Ltd
(“URA”) Investment holding 100%
UMW Malaysian Ventures Sdn Bhd (“UMV”)
Investment holding 100%
UMW JDC Drilling Sdn Bhd (“UJD”)
Provision of drilling operations for the oil and gas industry 85%
UMW Singapore Ventures Pte Ltd (“USV”)
Investment holding 100%
Subsidiary of USV UMW Oilfield Services (Tianjin)
Co., Limited (“UOS-TJ”) Provision of threading, inspection, repair and maintenance services for OCTG
100%
Subsidiaries of UMV UMW Workover Sdn Bhd
(“UWO”) Provision of workover operations for the oil and gas industry 100%
UMW Offshore Drilling Sdn Bhd (“UOD”)
Contract offshore drilling business and operations and other engineering services for oil and gas exploration, development and production in Malaysia and overseas
100%
UMW Oilpipe Services Sdn Bhd (“UOS”)
Provision of threading, inspection, repair and maintenance services for OCTG
100%
UMW Oilpipe Services (Turkmenistan) Ltd (“UOS-TK”)
Provision of threading, inspection, repair and maintenance services for OCTG
51%
Subsidiaries of URA UMW Drilling Co. Ltd (“UDC”) Ownership and leasing of rig 100%
UMW Drilling 2 (L) Ltd (“UD2”) Ownership and leasing of rig 100%
UMW Drilling 3 (L) Ltd (“UD3”) Ownership and leasing of rig 100%
UMW Drilling 4 (L) Ltd (“UD4”) Ownership and leasing of rig 100%
UMW Drilling 5 (L) Ltd (“UD5”) Ownership and leasing of rig 100%
UMW Drilling 6 (L) Ltd (“UD6”) Ownership and leasing of rig 100%
UMW Drilling 7 (L) Ltd (“UD7”) Ownership and leasing of rig 100%
UMW Drilling 8 (L) Ltd (“UD8”) Ownership and leasing of rig 100%
Offshore Driller 4 Ltd (“OD4”) Dormant 100%
Subsidiaries of UOD UMW Drilling Academy Sdn
Bhd (“UDA”) Provision of trainings and courses in relation to oil and gas drilling activities
100%
UMW Offshore Drilling Ltd (“UODL”)
Contract drilling operations and other engineering services for oil and gas exploration, development and production
100%
4
4
Name
Principal activities
Effective equity
interest Subsidiary of UD2 UMW Standard 1 Pte Ltd
(“US1”) Ownership and leasing of rig 100%
Subsidiary of UD3UMW Standard 3 Pte Ltd
(“US3”) Dormant 100%
Subsidiary of UD4
Offshore Driller B324 Ltd (“ODB”)
Dormant 100%
Subsidiary of UOS
UOT (Thailand) Limited (“UOT”)
Provision of threading, inspection, repair and maintenance services for OCTG
58.8%
Associate Oil-Tex (Thailand) Company
Limited (“OTT”) Provision of logistic services for the oil and gas industry 20%
It is envisaged that, in the normal course of the Group’s businesses, transactions of a revenue or trading nature between companies in the Group and the Related Parties are likely to occur, which are necessary for its day-to-day operations.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
5
5
1.3
Clas
ses
and
Natu
re o
f the
RRP
T
Th
e de
tails
of t
he e
xistin
g R
RPT
that
are
sub
ject
to re
new
al fo
r sha
reho
lder
s’ m
anda
te a
t the
forth
com
ing
AGM
are
set
out
bel
ow:-
Nam
e of
Co
mpa
ny
invo
lved
Na
me
of R
elat
ed
Party
Na
ture
of t
rans
actio
ns
Inte
rest
ed D
irect
ors
/ M
ajor
Sha
reho
lder
s /
Pers
ons
Conn
ecte
d
Ac
tual
val
ue
from
19
May
20
15
to
*3
1 M
arch
201
6 RM
Estim
ated
val
ue
disc
lose
d in
the
Circ
ular
to
Shar
ehol
ders
da
ted
27 A
pril
2015
RM
**Est
imat
ed v
alue
of
tran
sact
ions
fro
m 1
7 M
ay 2
016
(the
date
of
forth
com
ing
AGM
) to
the
next
AG
M
RM
UM
W-O
G
UM
WC
(3)
Man
agem
ent
fee
for
inte
rnal
aud
it se
rvice
s an
d co
rpor
ate
com
mun
icatio
n se
rvice
s pr
ovid
ed
by
UM
WC
to th
e C
ompa
ny.
AS
B(1)
EP
F(2)
U
MW
H(3
)
Tan
Sri A
smat
bin
Ka
mal
udin
(4)
Ba
drul
Fei
sal b
in A
bdul
R
ahim
(5)
D
r. Le
ong
Chi
k W
eng(6
)
1,08
0,00
0 1,
500,
000
2,20
0,00
0
UM
W-O
G
UM
WC
(3)
Tena
ncy
of p
rem
ises
at P
arce
l nos
. 1, 2
, 3 o
f Sto
rey
Nos
. 16
th,
17th &
18th
of
Bloc
k 2B
and
Par
cel N
o.
CS/
3A o
f 18th
floo
r, Bl
ock
3A P
laza
Sen
tral,
Kual
a Lu
mpu
r gr
ante
d by
UM
WC
to
the
Com
pany
, th
e re
ntal
of w
hich
is p
ayab
le o
n a
mon
thly
basis
.
AS
B(1)
EP
F(2)
U
MW
H(3
)
Tan
Sri A
smat
bin
Ka
mal
udin
(4)
Ba
drul
Fei
sal b
in A
bdul
R
ahim
(5)
D
r. Le
ong
Chi
k W
eng(6
)
2,33
3,00
0 2,
700,
000
2,70
0,00
0
6
6
Nam
e of
Co
mpa
ny
invo
lved
Na
me
of R
elat
ed
Party
Na
ture
of t
rans
actio
ns
Inte
rest
ed D
irect
ors
/ M
ajor
Sha
reho
lder
s /
Pers
ons
Conn
ecte
d
Ac
tual
val
ue
from
19
May
20
15
to
*31
Mar
ch 2
016
RM
Estim
ated
val
ue
disc
lose
d in
the
Circ
ular
to
Shar
ehol
ders
da
ted
27 A
pril
2015
RM
**Est
imat
ed v
alue
of
tran
sact
ions
fro
m 1
7 M
ay 2
016
(the
date
of
forth
com
ing
AGM
) to
the
next
AG
M
RM
Gro
up
U-T
rave
lWid
e Sd
n Bh
d(3)
Purc
hase
of a
ir tic
kets
AS
B(1)
EP
F(2)
U
MW
H(3
)
Tan
Sri A
smat
bin
Ka
mal
udin
(4)
Ba
drul
Fei
sal b
in A
bdul
R
ahim
(5)
D
r. Le
ong
Chi
k W
eng(6
)
484,
000
2,00
0,00
0 2,
000,
000
UJD
JD
C P
anam
a, In
c.(7
)
Paym
ent o
f cha
rter f
ee fo
r NAG
A 1
by U
JD to
JD
C
Pana
ma,
Inc.
JD
C(9
)
Kenz
o Ya
mad
a(8)
Yo
ichi O
noe(8
)
Sato
ru U
mez
u(8)
USD
707,
669
(RM
2,76
1,32
4)(1
1)
USD
14,0
00,0
00
(RM
51,8
49,0
00)(1
0)
USD
10,0
00,0
00
(RM
39,0
20,0
00)(1
1)
UJD
Ja
pan
Drill
ing
Co.
, Lt
d (“J
DC
”) an
d its
su
bsid
iarie
s
Pr
ovisi
on o
f ser
vices
by
JDC
and
its
subs
idia
ries
to U
JD
- R
ig p
erso
nnel
(tec
hnica
l and
skil
led
labo
ur)
- Te
chni
cal s
ervic
es
- M
ater
ial m
anag
emen
t
Ren
tal o
f war
ehou
se a
nd e
quip
men
t by
JDC
and
its
sub
sidia
ries
to U
JD
JD
C(9
)
Kenz
o Ya
mad
a(8)
Yo
ichi O
noe(8
)
Sato
ru U
mez
u(8)
USD
4,67
2,84
4 (R
M18
,233
,437
)(11)
USD
6,00
0,00
0 (R
M22
,221
,000
)(10)
USD
5,00
0,00
0 (R
M19
,510
,000
)(11)
Gro
up
UM
WH
Gro
up
Purc
hase
of
vario
us g
oods
and
ser
vices
by
the
Gro
up fr
om U
MW
H G
roup
AS
B(1)
EP
F(2)
U
MW
H(3
)
Tan
Sri A
smat
bin
Ka
mal
udin
(4)
Ba
drul
Fei
sal b
in A
bdul
R
ahim
(5)
D
r. Le
ong
Chi
k W
eng(6
)
1,69
9,00
0 5,
000,
000
4,00
0,00
0
7
7
Note
s:-
*
Be
ing th
e LP
D.
**
Th
e es
timat
ed v
alues
as
set o
ut a
bove
are
bas
ed o
n m
anag
emen
t’s e
stim
ates
of t
he v
alue
of tr
ansa
ction
s to
be
unde
rtake
n fo
r the
per
iod fr
om th
e fo
rthco
ming
AG
M to
the
next
AGM
. How
ever
, the
valu
e of
tran
sacti
ons
may
be
sub
ject t
o ch
ange
s. D
isclos
ures
will
be m
ade
in th
e An
nual
Repo
rt of
the
Com
pany
for t
he F
YE 3
1 De
cem
ber 2
016
of th
e ag
greg
ate
value
of tr
ansa
ction
s co
ntem
plate
d as
requ
ired
unde
r Par
agra
ph 3
.1.5
of P
racti
ce N
ote
12 o
f the
Listin
g R
equir
emen
ts.
(1
)
ASB
is a
Majo
r Sha
reho
lder o
f UM
WH,
hav
ing e
quity
inte
rest
of 4
0.77
% a
s at L
PD.
(2)
EP
F is
a M
ajor S
hare
holde
r of U
MW
H, h
aving
equ
ity in
tere
st o
f 17.
49%
via
seve
ral n
omine
es a
ccou
nts a
s at
LPD
.
(3)
U
MW
H is
a M
ajor S
hare
holde
r of th
e C
ompa
ny. U
MW
C is
who
lly-o
wne
d by
UM
WH.
U-T
rave
lWide
Sdn
Bhd
is a
who
lly-o
wned
subs
idiar
y of U
MW
C.
(4)
Ta
n Sr
i Asm
at b
in Ka
malu
din is
dee
med
inte
reste
d by
virtu
e of
his
direc
tors
hips i
n th
e Co
mpa
ny a
nd U
MW
H. H
e is
also
a dir
ecto
r of U
MW
C. H
e ho
lds le
ss th
an 0
.1%
indir
ect e
quity
inte
rest
in UM
WH
.
(5)
Ba
drul
Feisa
l bin
Abdu
l Rah
im is
dee
med
inte
reste
d by
virtu
e of
his
direc
tors
hips
in th
e C
ompa
ny a
nd U
MW
H. H
e is
also
a dir
ecto
r of U
MW
C. H
e do
es n
ot h
old a
ny e
quity
inte
rest
in UM
WH
. Bad
rul F
eisal
bin A
bdul
Rahim
w
as a
ppoin
ted
to th
e Bo
ard
of th
e Co
mpa
ny o
n 1
Octo
ber 2
015.
(6)
D
r. Le
ong
Chik
Wen
g is
deem
ed in
tere
sted
by vi
rtue
of h
is dir
ecto
rship
s in
the
Com
pany
and
UM
WH.
He
is als
o a
direc
tor o
f UM
W P
etro
pipe
(L) L
td. H
e do
es n
ot h
old a
ny e
quity
inte
rest
in U
MW
H.
(7)
JD
C P
anam
a, In
c. is
a wh
olly-
owne
d su
bsidi
ary o
f JD
C, w
hich
in tu
rn h
olds 1
5% e
quity
inte
rest
in U
JD. J
DC
is a
com
mon
shar
ehold
er o
f bot
h JD
C P
anam
a, In
c. an
d UJ
D.
(8)
Ke
nzo
Yam
ada
and
Yoich
i Ono
e ar
e dir
ecto
rs o
f UJD
and
dire
ctors
/shar
ehold
ers o
f JD
C. S
ator
u U
mez
u is
a dir
ecto
r of U
JD a
nd a
shar
ehold
er o
f JD
C.
(9)
JD
C h
olds 1
5% e
quity
inte
rest
in UJ
D. J
DC
is a
com
mon
shar
ehold
er o
f bot
h U
JD a
nd th
e su
bsidi
aries
of J
DC
.
(10)
Base
d on
the
rate
of U
SD1
= R
M3.
7035
, bein
g th
e m
iddle
rate
pub
lishe
d by
Ban
k Neg
ara
Mala
ysia
as a
t 31
Mar
ch 2
015.
(11)
Base
d on
the
rate
of U
SD1
= R
M3.
902,
bein
g th
e m
iddle
rate
pub
lishe
d by
Ban
k Neg
ara
Mala
ysia
as a
t 31
Mar
ch 2
016.
Sa
ve a
s disc
losed
abo
ve a
nd in
Sec
tion
2.0
of th
is Ci
rcula
r, th
ere
wer
e no
oth
er p
erso
ns d
eem
ed co
nnec
ted
to th
e int
eres
ted
Dire
ctors
and
Majo
r Sha
reho
lders
.
8
8
1.4 Amount Due and Owing to the Group by Related Parties
As at FYE 31 December 2015, there is no amount due and owing to the Group by its Related Parties pursuant to the RRPT which has exceeded the credit term. As such, the disclosures as required under Paragraphs 16A and 16B in Annexure PN12-A of the Listing Requirements are not applicable.
1.5 Review Procedures for the RRPT
The Board has in place the following internal control procedures to ensure that transactions with Related Parties undertaken on transaction prices are not more favourable to the Related Party than those generally available to the public, are conducted at arm’s length basis and are based on normal commercial terms consistent with the Group’s usual business practices and are not prejudicial to the interests of the minority shareholders:-
(i) The pricing of transactions with a Related Party will take into account the pricing, prevailing market rates and conditions, quality, availability, timing of delivery and other related facts. The final pricing of transactions with a Related Party shall not be at terms more favourable than the prevailing market practices;
(ii) All transactions entered/to be entered into pursuant to the Proposed Renewal of Shareholders’ Mandate have been/will be tabled to the Board Audit Committee on a quarterly basis for its review of compliance with the above. In its review of such transactions, the Board Audit Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources;
(iii) Records will be maintained by the Company to capture all RRPT entered into pursuant to the Proposed Renewal of Shareholders’ Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to;
(iv) The Board Audit Committee shall continuously review the adequacy and appropriateness of the procedures, as and when required, with the authority to sub-delegate to individuals or committee(s) within the Company as they deem appropriate;
(v) Where any of the Director(s) of the Company have an interest (whether direct or indirect) in a RRPT, such Director(s) shall abstain from all deliberations and voting on that matter in the Board’s deliberations of such transaction. Where any member of the Board Audit Committee is interested in a RRPT, that member shall abstain from voting on any matter relating to any decisions to be taken by the Board Audit Committee with respect to such transaction;
(vi) Immediate announcement will be made when the actual amount of a RRPT exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more;
(vii) Disclosure will be made in the Annual Report of the Company of the aggregate value of transactions conducted pursuant to the Proposed Renewal of Shareholders’ Mandate; and
(viii) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.
In the event that quotation or comparative pricing from unrelated third parties could not be obtained, the transaction prices will be based on the following, according to the level of significance:-
(a) Historical prices on past transactions that have occurred/been incurred with other comparable unrelated third party; and
(b) Prevailing rates/prices of the goods or services (including where applicable, preferential rates/prices/discounts accorded to a class or classes of customers or for bulk purchases) according to normal commercial terms and usual business practice of the Group or otherwise in accordance with other applicable industry norms/considerations.
The Company monitors all RRPT entered into by the Group and ensures that all RRPT are subject to the approvals of the appropriate levels of authority based on the FLAG.
9
9
1.6 Statement by the Board Audit Committee
The Board Audit Committee has reviewed the procedures set out in Section 1.5 above and is of the view that the review procedures for RRPT are sufficient to ensure that the RRPT will be entered into at arm’s length and in accordance with the Group’s normal commercial terms, and on terms which are not more favourable to the Related Party than those generally available to the public, and hence, will not be detrimental to the minority shareholders. Any member of the Board Audit Committee who is interested in any RRPT shall not be involved in the review of the RRPT.
The Board Audit Committee is satisfied that the Group has in place adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner, and the review of these procedures and processes will be conducted on an annual basis.
1.7 Rationale
The RRPT entered into by the Group with the Related Parties are in the ordinary course of business and are necessary for its day-to-day operations. The RRPT are recurring transactions of a revenue or trading nature that contribute either directly or indirectly to the generation of the Group’s revenue. By transacting with the Related Parties, the Group would have an advantage of familiarity with the background, financial well being and management of the Related Parties, thus enabling more informed commercial decisions. The close cooperation between the Group and the Related Parties has reaped mutual benefits and has been and is expected to continue to be beneficial to the businesses of the Group. These RRPT are expected to occur with some degree of frequency and may arise at any time and/or from time to time thus, the procurement of the Proposed Renewal of Shareholders’ Mandate on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders’ approval as and when potential RRPT arise, thereby substantially reducing administrative time and expenses in convening such meetings. The RRPT entered or to be entered into are undertaken at an arm’s length basis on normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of the Company.
2.0 INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS/MAJOR SHAREHOLDERS
Based on the Record of Depositors and Register of Directors’ Shareholdings as at LPD, the direct and indirect interests of the interested Directors and Major Shareholders of the Company in respect of the Proposed Renewal of Shareholders’ Mandate are as follows:-
Interested Directors/ Major Shareholders
Direct Indirect No. of Shares % No. of Shares %
Major Shareholders
UMWH ASB EPF
1,204,777,400 175,000,000 133,660,600
55.73 8.09 6.18
- - -
- - -
Directors
Tan Sri Asmat bin Kamaludin - - - - Badrul Feisal bin Abdul Rahim - - - - Dr. Leong Chik Weng - - - -
ASB and UMWH, being the interested Major Shareholders and Tan Sri Asmat bin Kamaludin, Badrul Feisal bin Abdul Rahim and Dr. Leong Chik Weng, being the interested Directors in the RRPT have abstained and will continue to abstain from Board deliberations and voting on the resolution pertaining to the Proposed Renewal of Shareholders’ Mandate. The interested Directors and interested Major Shareholders and/or Persons Connected to them will abstain from voting in respect of his/her direct and/or indirect shareholdings in the Proposed Renewal of Shareholders’ Mandate at the forthcoming AGM. The interested Directors and interested Major Shareholders have undertaken to ensure that Persons Connected to them will abstain from voting in respect of their direct and indirect shareholdings on the resolution pertaining to the Proposed Renewal of Shareholders’ Mandate at the forthcoming AGM.
10
10
EPF has no other interest in the above RRPT except being a common major shareholder of UMWH and the Company. As EPF is not the largest shareholder of the Company, not a party to the said transactions, initiator, agent or involved in any other manner in the above transactions, does not have any representative on the Board of the Company or that of any of its subsidiaries and is a statutory institution who is managing funds belonging to the general public, EPF is not required to abstain from voting in respect of its direct shareholdings in the Proposed Renewal of Shareholders’ Mandate at the forthcoming AGM.
Save as disclosed above, none of the other Directors and/or Major Shareholders and/or Persons Connected to them, as defined in the Listing Requirements, has any interest, whether direct or indirect, in the Proposed Renewal of Shareholders’ Mandate.
3.0 APPROVALS REQUIRED
The Proposed Renewal of Shareholders’ Mandate is subject to the approval of the shareholders of the Company at the forthcoming AGM to be convened or at any adjournment thereof.
4.0 DIRECTORS’ RECOMMENDATION
The Board (with the exception of Tan Sri Asmat bin Kamaludin, Badrul Feisal bin Abdul Rahim and Dr. Leong Chik Weng who have abstained from making any opinion and recommendation on the Proposed Renewal of Shareholders’ Mandate), having considered all aspects of the Proposed Renewal of Shareholders’ Mandate, is of the opinion that the above is in the best interest of the Company and therefore recommends that you vote in favour of the resolution pertaining to the Proposed Renewal of Shareholders’ Mandate to be tabled at the forthcoming AGM of the Company.
5.0 6TH AGM
The 6th AGM, the Notice of which is enclosed in the Annual Report 2015 accompanying this Circular, will be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Tuesday, 17 May 2016 at 10.00 a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution on the Proposed Renewal of Shareholders’ Mandate under the agenda of Special Business as set out in the Notice.
If you are unable to attend and vote in person at the 6th AGM, you are requested to complete, sign and return the Form of Proxy attached to the Annual Report 2015, in accordance with the instructions printed thereon as soon as possible so as to arrive at the Registrar’s office, Securities Services (Holdings) Sdn Bhd at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Malaysia, not later than forty-eight (48) hours before the time fixed for the AGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming AGM should you subsequently wish to do so.
6.0 FURTHER INFORMATION
Shareholders are requested to refer to the attached Appendix for further information.
Yours faithfully For and on behalf of the Board of Directors of UMW OIL & GAS CORPORATION BERHAD
RAZALEE BIN AMIN Chairman, Board Audit Committee Independent Non-Executive Director
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APPENDIXFURTHER INFORMATION
1. RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board and they individually and collectively accept full responsibility for the accuracy of the information contained herein and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this Circular misleading.
2. MATERIAL CONTRACTS
Save as disclosed below, there are no material contracts (not being contracts entered in the ordinary course of business) which have been entered into by the Company and/or its subsidiaries during the two (2) years preceding the date of this Circular.
(i) Vessel Construction Agreement dated 6 February 2014 between UD8 and Keppel FELS Limited for the design, engineering and construction of a rig vessel KFELS B Class jack-up drilling rig for a consideration of USD218,000,000 upon the terms and subject to the conditions contained in this agreement. The jack-up drilling rig was delivered on 29 August 2015.
(ii) Sale and Purchase Agreement dated 12 February 2014 between UD6 and Tianjin Haiheng Shipbuilding & Offshore Engineering Service Co., Ltd (“TJHH”) whereby TJHH agreed to sell to UD6 and UD6 agreed to purchase two (2) jack-up drilling rigs for a total purchase consideration of USD434,000,000 upon the terms and subject to the conditions contained in this agreement. The jack-up drilling rigs were delivered on 29 September 2014 and 27 January 2015, respectively.
(iii) Addendum of Joint Venture Agreement dated 30 March 2015 was entered between UMW-OG and JDC to renew the terms of the Joint Venture Agreement dated 11 March 2005 (“JVA”) for a further period of five (5) years after the elapse of the first ten (10) years duration stated in the JVA. All other terms of the JVA remain unchanged. Consequently, UMW-OG has also signed the Addendum to the Rig Co-Owning Agreement with JDC, JDC Panama, Inc. and UDC (collectively referred to as the “Parties”) for the renewal of term of the Rig Co-Owning Agreement dated 11 March 2005 (“Agreement”) signed between the Parties. The Agreement is renewed for a further five (5) years after the elapse of the initial ten (10) years duration stated in the Agreement.
3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION
Save as disclosed below, as at LPD the Group is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Directors have no knowledge of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which might materially affect our financial or business position:-
UOD, a wholly-owned subsidiary of UMV, had on 10 April 2015 served a Notice of Arbitration on Frontier Oil Corporation (“Respondent”) of 4F, Zaragoza Bldg., 102 Gamboa St. Legaspi Village, Makati City 1229, Philippines, to seek amongst others, an award for damages and/or compensation for all losses arising from the Respondent's breach of the Drilling Contract dated 15 September 2014, but not limited to the early termination fee amounting to USD19,200,000.
Reference is made to the previous announcements made on this matter on 10 April 2015 and in the Circular to Shareholders dated 27 April 2015. The Company will make further announcement if there are any material developments in respect of the arbitral proceedings.
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4. DOCUMENTS FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of the Company at Level 18, Block 3A, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur, Malaysia during normal business hours on any working days from the date of this Circular up to and including the date of the forthcoming 6th AGM:-
(i) Memorandum and Articles of Association of the Company;
(ii) Audited financial statements of the Company for the two (2) FYE 31 December 2014 and 31 December 2015 and unaudited first quarter financial results for the three (3) months period ended 31 March 2016;
(iii) Material contracts referred to in Section 2 above; and
(iv) Material arbitration referred to in Section 3 above.
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UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H)
(Incorporated in Malaysia under the Companies Act, 1965)
EXTRACT OF NOTICE OF THE 6TH ANNUAL GENERAL MEETING
ORDINARY RESOLUTION 8
PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE (“PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE”)
“THAT the mandate granted by the shareholders of the Company on 19 May 2015 pursuant to Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, authorising the Company, its subsidiaries or any of them (the “Group”) to enter into the recurrent transactions of a revenue or trading nature as set out in Section 1.3 of the Circular to Shareholders dated 25 April 2016 (“Circular”), with the Related Parties as described in the Circular, which are necessary for the day-to-day operations of the Group, be and are hereby renewed, provided that such transactions are carried out in the ordinary course of business, made on arm’s length basis and on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and not detrimental to the minority shareholders of the Company.
AND THAT such authority conferred by such renewed mandate shall continue to be in force until:
a. the conclusion of the next Annual General Meeting (“AGM”) of the Company following this AGM, at which time it will lapse, unless the authority is renewed by a resolution passed at the general meeting;
b. the expiration of the period within which the next AGM is required to be held pursuant to Section 143(1) of the Companies Act, 1965, but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965; or
c. revoked or varied by resolution passed by the shareholders of the Company in a general meeting of the Company,
whichever is the earlier.
AND THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things (including executing such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Renewal of Shareholders’ Mandate.
AND FURTHER THAT the estimates given on the Recurrent Related Party Transactions specified in Section 1.3 of the Circular being provisional in nature, the Directors or any of them be and are hereby authorised to agree to the actual amount or amounts thereof, provided always that such amount or amounts comply with the review procedures set out in Section 1.5 of the Circular.”