AGREEMENT BETWEEN OCTAGON CONSOLIDATED BERHAD (“OCTAGON” OR “THE COMPANY”), OGPC HOLDINGS SDN BHD (“OGPC HOLDINGS”) AND THE SHAREHOLDERS OF OGPC SDN BHD (“OGPC”) AND OGPC O & G SDN BHD (“OGPC O & G”)
The Board of Directors (“Board”) of Octagon wishes to announce that Octagon, OGPC Holdings, Azman Bin Karim (“Azman”), Abdul Manaf Bin Shariff (“Abdul Manaf”), Khoo Kok Seng (“Khoo”) (being the shareholders of both OGPC and OGPC O & G) have on 14 May 2013 entered into an Agreement to facilitate the proposed corporate restructuring of Octagon.
Octagon, Azman, Abdul Manaf, Khoo and OGPC Holdings are hereinafter referred to as “the Parties”. Azman, Abdul Manaf and Khoo are hereinafter collective referred to as “OGPC Shareholders”.
OGPC is a company incorporated on 14 May 1994 under the Companies Act, 1965 and OGPC O & G is a company incorporated on 6 February 2008 under the Companies Act, 1965. Their principal activities are the provision of specialised engineering and technical support services including operation and maintenance and the supply of specialised equipment for the oil & gas, petrochemical and power industries. OGPC is licensed by Petroleum Nasional Berhad, Ministry of Finance of Malaysia and Tenaga Nasional Berhad as supplier to the chemical, petrochemical and oil & gas industries. The salient terms of the Agreement are as follows:
(i) The Parties agreed that, for the duration of sixty (60) days from the date of the Agreement (“Expiry Date”), to negotiate exclusively with each other to finalise the terms and conditions of the following:
(a) OGPC Holdings, a new company incorporated recently for the purpose of the restructuring exercise, shall take over the listing status of Octagon and acquire Octagon for full consideration payable in new ordinary shares of OGPC Holdings (“OGPC Holdings Shares”);
(b) The sale of all shares held by the OGPC Shareholders in OGPC and OGPC O & G to OGPC Holdings wherein OGPC Holdings shall acquire all the issued and paid up shares held by the OGPC Shareholders in OGPC and OGPC O & G for full consideration payable in OGPC Holdings Shares.
The above are collectively referred to as “Proposals”.
(ii) The OGPC Shareholders have agreed to their respective participation in the Proposals.
(iii) The Parties agreed that upon the finalization of the terms and conditions of the Proposals, definitive agreements shall be entered into before the Expiry Date. In the event no definitive agreements are entered into by the Expiry Date or any extended date as mutually agreed upon by the Parties, the Agreement will be terminated.
(iv) The Parties have agreed that due diligence review shall be carried out on OGPC, OGPC O & G, Octagon and OGPC Holdings, where relevant.
Octagon Consolidated Bhd is on track to be lifted from Practice Note 17 (PN17) status following the execution of an agreement with shareholders of two oil and gas companies. In a statement, the financially distressed company said it signed an agreement yesterday with OGPC Holdings Sdn Bhd and the shareholders of OGPC Sdn Bhd and OGPC O&G Sdn Bhd. OGPC and OGPC O&G are companies incorporated in Malaysia with principal businesses in the provision of specialised engineering and technical support services. (Source: The Star)
for those who haven't buy dont miss the boat ya.. see Luster baru lifted from pn17 shot up like no tomorrow.. this one ady signed agreement jz the matter of short time from liftment ;)have faith winks**
OGPC Holdings, a new company incorporated recently for the purpose of the restructuring exercise, shall take over the listing status of Octagon and acquire Octagon for full consideration payable in new ordinary shares of OGPC Holdings (“OGPC Holdings Shares”)
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
ST
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Posted by ST > 2012-04-02 16:19 | Report Abuse
Any insight??