umw oil & gas corporation berhad -...
TRANSCRIPT
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
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)
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 7TH ANNUAL GENERAL MEETING
The above Proposal will be tabled as Special Business at UMW Oil & Gas Corporation Berhad’s 7th 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 Monday, 15 May 2017 at 10.00 a.m. The Notice of the 7th AGM is set out in the Annual Report of UMW Oil & Gas Corporation Berhad for the financial year ended 31 December 2016.
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 twenty-four (24) hours before the time appointed for the taking of the poll, or any adjournment thereof. 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, 14 May 2017 at 10.00 a.m. Date and time of the AGM ………………………………………………. Monday, 15 May 2017 at 10.00 a.m.
This Circular is dated 21 April 2017
ii
DEFINITIONS
ii
In this Circular and the accompanying appendix, the following words and abbreviations shall have the following meanings unless otherwise stated:-
Act : Companies Act 2016 as amended from time to time and any reenactment thereof
AGM : Annual General Meeting
Annual Report 2016 : Annual Report of the Company issued for the FYE 31 December 2016
ASB : 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) 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
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 2017, 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 8 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 7th 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 6th AGM held on 17 May 2016 and such authority shall expire at the conclusion of the 7th AGM
UMWC : UMW Corporation Sdn Bhd
UMW-OG or the Company : UMW Oil & Gas Corporation Berhad
UMWH : UMW Holdings Berhad
UMWH Group : UMWH and its subsidiaries
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
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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 7TH AGM ..……………………………………………………………………………………………… 10
6.0 FURTHER INFORMATION…………………………………………………………………………... 10
APPENDIX .……………………………………………………………………………………………………... 11
EXTRACT OF NOTICE OF THE 7TH 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)
Registered Office: Level 18, Block 3A, Plaza Sentral
Jalan Stesen Sentral 5 50470 Kuala Lumpur
Malaysia
21 April 2017
Board of Directors:
Tan Sri Asmat bin Kamaludin (Chairman / Non-Independent Non-Executive Director) Dato’ Abdul Rahman bin Ahmad (Deputy Chairman / Non-Independent Non-Executive Director)Rohaizad bin Darus (President / Non-Independent Executive Director) Badrul Feisal bin Abdul Rahim (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)
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 6th Annual General Meeting of the Company held on 17 May 2016, 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 25 April 2016.
The Shareholders’ Mandate will expire at the conclusion of the forthcoming 7th AGM to be held on 15 May 2017, unless the mandate is renewed at the said 7th AGM.
On 15 March 2017, the Company announced to Bursa Securities, its intention to seek shareholders’ approval for the Proposed Renewal of Shareholders’ Mandate at the forthcoming 7th AGM to be convened on Monday, 15 May 2017.
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 7th AGM. The Notice together with the Form of Proxy are enclosed in the 2016 Annual Report.
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 7TH 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 340(2) of the Act (but must not extend to such extension as may be allowed pursuant to Section 340(4) 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
In
tere
sted
Dire
ctor
s / M
ajor
Sh
areh
olde
rs / P
erso
ns
Conn
ecte
d
Ac
tual
Val
ue
Tran
sact
ed fr
om
17 M
ay 2
016
to
the
LPD
RM
Estim
ated
Val
ue
disc
lose
d in
the
Circ
ular
to
Shar
ehol
ders
da
ted
25 A
pril
2016
RM
(1) E
stim
ated
Val
ue
of T
rans
actio
ns
from
15
May
201
7 (d
ate
of th
e fo
rthco
min
g AG
M
to th
e ne
xt A
GM
) RM
U
MW
-OG
U
MW
C(3
)
(12)M
anag
emen
t fee
for
inte
rnal
aud
it an
d co
rpor
ate
com
mun
icatio
n se
rvice
s pr
ovid
ed b
y U
MW
C to
the
Com
pany
ASB
(2)
UM
WH
(3)
Tan
Sri
Asm
at b
in K
amal
udin
(4)
Bad
rul F
eisa
l bin
Abd
ul
Rah
im(5
) D
r. Le
ong
Chi
k W
eng(6
)
79
7,00
0
2,
200,
000
-
U
MW
-OG
U
MW
C(3
)
Tena
ncy
of p
rem
ises
at P
arce
l Nos
. 1, 2
, 3 o
f Sto
rey
Nos
. 16th
, 17th
& 1
8th fl
oors
of B
lock
2B
and
Parc
el
No.
CS/
3A o
f 18
th f
loor
, Bl
ock
3A P
laza
Sen
tral,
Kual
a Lu
mpu
r gra
nted
by
UM
WC
to th
e C
ompa
ny,
the
rent
al o
f whi
ch is
pay
able
on
a m
onth
ly ba
sis.
ASB
(2)
UM
WH
(3)
Tan
Sri
Asm
at b
in K
amal
udin
(4)
Bad
rul F
eisa
l bin
Abd
ul
Rah
im(5
) D
r. Le
ong
Chi
k W
eng(6
)
2,
333,
000
2,
700,
000
2,
700,
000
G
roup
U
-Tra
velW
ide
Sdn
Bhd(3
)
Purc
hase
of a
ir tic
kets
ASB
(2)
UM
WH
(3)
Tan
Sri
Asm
at b
in K
amal
udin
(4)
Bad
rul F
eisa
l bin
Abd
ul
Rah
im(5
) D
r. Le
ong
Chi
k W
eng(6
)
52
0,00
0
2,
000,
000
5,
000,
000
6
6
Na
me
of
Com
pany
in
volv
ed
Na
me
of R
elat
ed
Party
Na
ture
of T
rans
actio
ns
In
tere
sted
Dire
ctor
s / M
ajor
Sh
areh
olde
rs / P
erso
ns
Conn
ecte
d
Ac
tual
Val
ue
Tran
sact
ed fr
om
17 M
ay 2
016
to
the
LPD
RM
Estim
ated
Val
ue
disc
lose
d in
the
Circ
ular
to
Shar
ehol
ders
da
ted
25 A
pril
2016
RM
(1) E
stim
ated
Val
ue
of T
rans
actio
ns
from
15
May
201
7 (d
ate
of th
e fo
rthco
min
g AG
M
to th
e ne
xt A
GM
) RM
G
roup
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
ASB
(2)
UM
WH
(3)
Tan
Sri
Asm
at b
in K
amal
udin
(4)
Bad
rul F
eisa
l bin
Abd
ul
Rah
im(5
) D
r. Le
ong
Chi
k W
eng(6
)
1,
448,
000
4,
000,
000
3,
000,
000
U
JD
JD
C P
anam
a,
Inc.
(7)
(12)Pa
ymen
t of
cha
rter
fee
for
NAG
A 1
by U
JD t
o JD
C P
anam
a, In
c.
JD
C(9
) K
enzo
Yam
ada(8
) Y
oich
i Ono
e(8)
Sat
oru
Um
ezu(8
)
U
SD59
0,81
2 (R
M2,
615,
229)
(11)
U
SD10
,000
,000
(R
M39
,020
,000
)(10)
-
U
JD
Ja
pan
Drill
ing
Co.
, Lt
d (“J
DC
”) an
d its
su
bsid
iarie
s
(1
2)Pr
ovisi
on
of
serv
ices
by
JDC
an
d its
su
bsid
iarie
s to
UJD
-
Rig
per
sonn
el (t
echn
ical a
nd s
kille
d la
bour
) -
Tech
nica
l ser
vices
-
Mat
eria
l man
agem
ent
(1
2)R
enta
l of w
areh
ouse
and
equ
ipm
ent b
y JD
C
and
its s
ubsid
iarie
s to
UJD
JD
C(9
) K
enzo
Yam
ada(8
) Y
oich
i Ono
e(8)
Sat
oru
Um
ezu(8
)
U
SD3,
243,
779
(RM
14,3
58,5
88)(1
1)
U
SD5,
000,
000
(RM
19,5
10,0
00)(1
0)
-
7
7
Note
s:-
(1
)
The
estim
ated
valu
es a
s se
t out
abo
ve a
re b
ased
on
Man
agem
ent’s
esti
mat
es o
f the
valu
e of
tran
sacti
ons
to b
e un
derta
ken
for t
he p
eriod
from
the
forth
com
ing A
GM
to th
e ne
xt AG
M. H
owev
er, t
he v
alue
of tr
ansa
ction
s m
ay
be s
ubjec
t to
chan
ges.
Disc
losur
es w
ill be
mad
e in
the
Annu
al Re
port
of th
e Co
mpa
ny fo
r the
FYE
31
Dece
mbe
r 201
7 of
the
aggr
egat
e va
lue o
f tran
sacti
ons
cont
empla
ted
as re
quire
d un
der P
arag
raph
3.1
.5 o
f Pra
ctice
Not
e 12
of th
e Lis
ting
Req
uirem
ents.
(2)
AS
B is
a M
ajor S
hare
holde
r of U
MW
H, h
aving
equ
ity in
tere
st of
42.
11%
as a
t 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 (“
Tan
Sri A
smat
”) is
deem
ed in
tere
sted
by v
irtue
of h
is dir
ecto
rship
in th
e C
ompa
ny. T
an S
ri Asm
at w
as th
e C
hairm
an/D
irecto
r of U
MW
H un
til his
retire
men
t on
31 D
ecem
ber 2
016.
He
holds
less
th
an 0
.1%
indir
ect e
quity
inte
rest
in U
MW
H.
(5)
Ba
drul
Feisa
l bin
Abdu
l Rah
im is
dee
med
inte
reste
d by
virtu
e of
his
direc
tors
hips i
n th
e C
ompa
ny a
nd U
MW
H. H
e is
also
a di
recto
r of U
MW
C. H
e do
es n
ot h
old a
ny e
quity
inte
rest
in U
MW
H.
(6)
D
r. Le
ong
Chik
Wen
g w
as a
dire
ctor o
f the
Com
pany
unt
il his
resig
natio
n on
24
Febr
uary
201
7. H
e is
a dir
ecto
r of U
MW
H an
d U
MW
Pet
ropip
e (L
) Ltd
. He
does
not
hold
any
equ
ity in
tere
st in
UM
WH
.
(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.
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.
(11)
Base
d on
the
rate
of U
SD1
= R
M4.
4265
, bein
g th
e m
iddle
rate
pub
lishe
d by
Ban
k Neg
ara
Mala
ysia
as a
t the
LPD
.
(12)
The
Com
pany
doe
s not
inte
nd to
seek
rene
wal
of th
e sh
areh
older
man
date
for t
his tr
ansa
ction
as n
o fu
rther
tran
sacti
on o
f this
natu
re is
exp
ecte
d.
Save
as d
isclos
ed a
bove
and
in S
ectio
n 2.
0 of
this
Circ
ular,
ther
e w
ere
no o
ther
per
sons
dee
med
conn
ecte
d to
the
inter
este
d Di
recto
rs a
nd M
ajor S
hare
holde
rs.
8
8
1.4 Amount Due and Owing to the Group by Related Parties
As at FYE 31 December 2016, 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 and/or person connected of the Company in respect of the Proposed Renewal of Shareholders’ Mandate are as follows:
Interested Directors / Major Shareholders / Persons Connected
Direct Indirect
No. of Shares % No. of Shares %
UMWH ASB
1,204,777,400 181,597,100
55.73 8.40
--
--
Tan Sri Asmat bin Kamaludin(a) - - - - Badrul Feisal bin Abdul Rahim - - - -Dr. Leong Chik Weng(b) - - - -
Notes:
(a) Deemed interested by virtue of Tan Sri Asmat’s former directorship in UMWH. He has retired as a Director of UMWH on 31 December 2016.
(b) Deemed interested by virtue of Dr. Leong’s former directorship in UMW-OG. He has resigned as a Director of UMW-OG on 24 February 2017.
Tan Sri Asmat bin Kamaludin and Badrul Feisal bin Abdul Rahim, 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. ASB and UMWH, being the interested Major Shareholders, the interested Directors 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
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 (save for Tan Sri Asmat bin Kamaludin and Badrul Feisal bin Abdul Rahim 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 7TH AGM
The 7th AGM, the Notice of which is enclosed in the Annual Report 2016 accompanying this Circular, will be held at Dewan Tun Abdul Razak, Menara Kembar Bank Rakyat, No. 33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia on Monday, 15 May 2017 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 7th AGM, you are requested to complete, sign and return the Form of Proxy attached to the 2016 Annual Report, 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 twenty-four (24) hours before the time appointed for the taking of the poll or any adjournment thereof. 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) Share Purchase Agreement (“SPA”) dated 19 January 2017 between Tetap Kuasa Sdn Bhd (“Tetap Kuasa”) and UMW-OG whereby Tetap Kuasa agreed to sell to UMW-OG and UMW-OG agreed to purchase from Tetap Kuasa, 37,087,725 ordinary shares being Tetap Kuasa’s shareholding in Orkim Sdn Bhd for a total cash consideration of RM472,725,000 subject to the terms and conditions of the SPA.
(ii) SPA dated 19 January 2017 between Hallmark Odyssey Sdn Bhd (“Hallmark Odyssey”) and UMW-OG whereby Hallmark Odyssey agreed to sell to UMW-OG and UMW-OG agreed to purchase from Hallmark Odyssey, 497,768,820 ordinary shares being Hallmark Odyssey’s shareholding in Icon Offshore Berhad for a total consideration of RM248,884,410 to be satisfied by the allotment and issuance of 311,105,513 shares by UMW-OG to Hallmark Odyssey subject to the terms and conditions of the SPA.
(iii) SPA dated 13 February 2017 between Encik Wan Izani bin Wan Mahmood (“Wan Izani”) and UMW-OG whereby Wan Izani agreed to sell to UMW-OG and UMW-OG agreed to purchase from Wan Izani, 970,883 ordinary shares being Wan Izani’s shareholding in Orkim Sdn Bhd for a total cash consideration of RM12,375,000 subject to the terms and conditions of the SPA.
(iv) SPA dated 13 February 2017 between Mr. Khoo Chin Yew (“KCY”) and UMW-OG whereby KCY agreed to sell to UMW-OG and UMW-OG agreed to purchase from KCY, 776,706 ordinary shares being KCY’s shareholding in Orkim Sdn Bhd for a total cash consideration of RM9,900,000 subject to the terms and conditions of the SPA.
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:
(i) UMW Offshore Drilling Sdn Bhd ("UOD" or “Claimant”) a wholly owned subsidiary within UMW-OG Group, had on 10 April 2015, served a Notice of Arbitration on Frontier Oil Corporation (“FOC” or “Respondent”), to seek, among others, an award for damages and/or compensation for all losses arising from the Respondent’s breach of contract but not limited to the early termination fee amounting to USD19.2 million.
On 14 August 2015, UOD served its Statement of Claim and the Respondent filed its Statement of Defence dated 18 September 2015 denying, among others, that Claimant is entitled to the early termination fee, damages, cost, interest or any other sums, without any counterclaim against UOD. The pleadings closed with the Statement of Reply submitted by the Claimant dated 23 October 2015. On 25 August 2016, FOC has served an Amended Statement of Defence and Counterclaim seeking, among others, for their alleged loss and damages on account of alleged non-performance and/or breach as follows:
(a) USD20.0 million, being the loss of revenue; and/or
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(b) Further or alternatively, damages reflecting loss of the extended well test value in the sum of USD9.70 million; and/or
(c) Further or alternatively, cost of wasted expenditure of USD1.36 million; and/or
(d) Further or alternatively, liquidated damages in the sum of USD3.84 million; and
(e) Interest and Respondent's costs, fees and expenses associated with the arbitration.
On 13 October 2016, UOD as the Claimant has served its Amended Reply and Defence to Counterclaim on the Respondent.
UOD has been advised by its solicitors from the facts of its case that, UOD has a good claim and a good defence to the Respondent’s counterclaim.
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 7th AGM:
(i) Memorandum and Articles of Association of the Company;
(ii) Audited financial statements of the Company for the two (2) FYE 31 December 2015 and 31 December 2016;
(iii) Material contracts referred to in Section 2 above; and
(iv) Material arbitration referred to in Section 3 above.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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UMW OIL & GAS CORPORATION BERHAD (Company No. 878786-H) (Incorporated in Malaysia)
EXTRACT OF NOTICE OF THE 7TH 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 17 May 2016 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 21 April 2017 (“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 8th 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 340(2) of the Companies Act 2016, but shall not extend to such extension as may be allowed pursuant to Section 340(4) of the Companies Act 2016; 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.”