The Board of Directors of XHHB wishes to announce that the Company had on 31 March 2015 entered into an Exclusivity Agreement with Asfar of PT 50760, Jalan Wawasan 4/KU7, Kawasan Perindustrian Sungai Kapar, 42290 Kapar Klang, Selangor, Malaysia to amongst others, appoint XHHB to supply the finished products produced by XHHB and its subsidiaries (“XHHB Group”), including but not limited to edible peanut, soy, sunflower, canola and any other oils (“Products”).
Asfar is the Malaysian related corporation of Ziyut Limited, a company incorporated under the laws of the Hashemite Kingdom of Jordan where Ziyut Limited which has obtained the right to supply all edible oils (save for palm oil derived edible oils) utilised in the Hashemite Kingdom of Jordan (with tax exemption). Further, Asfar and its related group of companies have established markets in other countries in the Middle East region and Africa. More information on Asfar is available on its website at www.asfarholding.com.
Subject to due diligence being carried out by the XHHB and Asfar (collectively referred to as “Parties” and individually referred to as “Party”) and a joint venture agreement being entered into, the Parties wish to enter into a joint venture arrangement in the near future to produce more Products for markets that Asfar and its related group of companies have access to.
2.0 SALIENT TERMS OF THE AGREEMENT
2.1 OBJECTIVES
The Parties agree to enter into the Agreement to achieve the following objectives:-
(i) to procure the Products to be supplied in the Hashemite Kingdom of Jordan in so far as Asfar’s concession requires; and
(ii) to work towards a joint venture arrangement within six (6) months from the date of the Agreement to produce more of the Products for Asfar’s supply to the Hashemite Kingdom of Jordan, the Middle East and Africa; and
(iii) the joint venture shall see the Parties forming a joint venture company whereby each Party holds 50% interest and XHHB investing approximately RM10.0 million to construct a plant in Malaysia to produce the Products and Asfar investing approximately RM10.0 million (in know-how and human capital) to fund the operational expenses of the joint venture company and to ensure purchase and offtake contracts from the Hashemite Kingdom of Jordan, Middle Eastern and African countries procures and purchase the Products from the joint venture company.
In order to achieve the successful completion of the objectives, the Parties agree that they shall combine their know-how, network and resources in the Project.
2.2 TERM
The Agreement shall be effective from the date of the Agreement (“Effective Date”) and shall be valid and binding until the joint venture agreement is successfully entered into within six (6) months from the Effective Date provided always that upon conducting the due diligence within the stipulated period, and subject to the due diligence exercise and authority’s approval of XHHB’s fund raising of approximately RM33.0 million via private placement and no breach of representations and warranties by Asfar, XHHB shall not be entitled to terminate the Agreement and shall be under an obligation to complete the forming of the joint venture company.
Without affecting the foregoing and for the avoidance of doubt, the joint venture arrangement will require time to produce the Products jointly and in the event it is required, the Agreement shall govern the arrangement for the immediate supply of the Products.
The details on the private placement will be announced in due course. 3.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors and/or the substantial shareholders of the Company or any persons connected to them have any interest, direct or indirect in the Agreement. This announcement is dated 31 March 2015.
Lets do a quick calculation... they want to raise 33m from private placement. Maximum share they can issued via private placement (assuming up to 10%) =235m shares.... they have to pay RM0.14 per shares for 235m shares...
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