THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to take, you should consult your stockbroker, solicitor, accountant, banker or other professional adviser immediately.
Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused the contents of this Circular prior to their issuance as it is an exempt Circular pursuant to Paragraph 2.1(gA) of Practice Note 18 of the Main Market Listing Requirements of Bursa Securities.
Bursa Securities 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.
KUMPULAN PERANGSANG SELANGOR BERHAD
(Registration No. 197501002218/23737-K) (Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
The resolution in respect of the above proposal will be tabled at the Forty-Sixth (46th) Annual General Meeting ("AGM") of the Company, which will be conducted virtually through live streaming and online voting via the remote participation and electronic voting ("RPEV") facilities at https://meeting.boardroomlimited.my from the Broadcast Venue at KPS Berhad Corporate Office, 17th Floor, Plaza Perangsang, Persiaran Perbandaran, 40000 Shah Alam, Selangor Darul Ehsan, on Tuesday, 30 May 2023 at 10.00 a.m. Notice of the 46th AGM of the Company together with the Form of Proxy are enclosed together with the Integrated Annual Report ("IAR") 2022 of the Company, which is available at http://kps.com.my/index.php/investor-relations/reports.
The Form of Proxy must be lodged at the Company's share registrar, Boardroom Share Registrars Sdn Bhd ("Boardroom")'s office at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia, or alternatively, to submit your electronic Proxy Form via Boardroom Smart Investor Portal at https://investor.boardroomlimited.com not later than 48 hours before the time set for holding the meeting. Please refer to the procedures on submission of the Proxy Form in the Administrative Details.
Last date and time for lodging the Form of Proxy | : | Sunday, 28 May 2023 at 10.00 a.m. |
Date and time of AGM | : | Tuesday, 30 May 2023 at 10.00 a.m. |
This Circular is dated 20 April 2023
____________________________________________________________________________________
DEFINITIONS
____________________________________________________________________________________
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:
"Act" | : | Companies Act 2016 |
"AGM" | : | Annual General Meeting |
"Air Selangor" | : Pengurusan Air Selangor Sdn Bhd, a wholly-owned subsidiary of ASHB | |
"ASHB" | : Air Selangor Holdings Berhad, a wholly-owned subsidiary of MBI | |
"ASHB Group" | : ASHB and its subsidiary companies | |
"Aqua-Flo" | : Aqua-Flo Sdn Bhd, a 51%-owned subsidiary of KPS Berhad | |
"BASB" | : Bold Approach Sdn Bhd, a wholly-owned subsidiary of KPS Berhad | |
"Board" or "Board of | : | The Board of Directors of KPS Berhad |
Directors" | ||
"BAC" | : Board Audit Committee of KPS Berhad | |
"Bursa Securities" | : Bursa Malaysia Securities Berhad | |
"Cash Band" | : Cash Band (M) Berhad, a wholly-owned subsidiary of KPS Berhad | |
"CBB" | : Century Bond Bhd, a wholly-owned subsidiary of PPSB | |
"DEIG" | : Darul Ehsan Investment Group Berhad, an immediate holding company | |
and a major shareholder of KPS Berhad with 57.88% interest in the | ||
Company. It is a wholly-owned subsidiary of MBI | ||
"Circular" | : Circular to Shareholders dated 20 April 2023 in relation to the Proposed | |
Shareholders' Mandate | ||
"Director(s)" | : Shall have the meaning given in Section 2(1) of the Capital Markets and | |
Services Act 2007 and includes any person who is or was within the | ||
preceding 6 months of the date on which the terms of the transaction were | ||
agreed upon, a director or chief executive of KPS Berhad, its subsidiaries | ||
or its holding company | ||
"Interested | : Director(s) who are deemed to be Related Parties and are interested in the | |
Director(s)" | Proposed Shareholders' Mandate | |
"Interested Major | : | Major Shareholders who are deemed to be Related Parties and are |
Shareholders" | interested in the Proposed Shareholders' Mandate | |
"Interested Persons | : Refers to Persons Connected to the Directors and/or Major Shareholders | |
Connected" | of the Company | |
"Kaiserkorp" | : Kaiserkorp Corporation Sdn. Bhd., an indirect 60%-owned subsidiary of | |
KPS Berhad via its wholly-owned subsidiary, BASB |
"KPS Berhad" or "the : Kumpulan Perangsang Selangor Berhad Company"
"KPS Berhad Group" : KPS Berhad and its subsidiary companies or "the Group"
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DEFINITIONS (Cont'd)
"KPS-HCM" | KPS-HCM Sdn Bhd, a 51%-owned subsidiary of KPS Berhad | |||
Kyco" | Kyco Industries, Inc, an indirect 60%-owned subsidiary of KPS Berhad via | |||
Kaiserkorp | ||||
"Listing | : Main Market Listing Requirements of Bursa Securities, including any | |||
Requirements" | amendments that may be made from time to time | |||
"LPD" | : 30 March 2023, being the latest practicable date prior to the printing of | |||
Circular | ||||
"Major | : A person who has an interest or interests in one or more voting shares in a | |||
Shareholder(s)" | company and the number or aggregate number of those shares, is: | |||
(a) | 10% or more of the total number of all the voting shares | in | the | |
company; or | ||||
(b) | 5% or more of the total number of voting shares in the company | |||
where such person is the largest shareholder of the company. | ||||
For the purpose of Proposed Shareholders' Mandate, "interest" shall have | ||||
the meaning of "interest in shares" given in Section 8 of the Act. It also | ||||
includes any person who is or was within the preceding 6 months of the | ||||
date on which the terms of the transactions were agreed upon, a major | ||||
shareholder of KPS Berhad Group or its holding company. | ||||
"MBI" | : Menteri Besar Selangor (Pemerbadanan), a holding company of DEIG and | |||
ASHB | ||||
"NBSB" | : Nadi Biru Sdn Bhd, a wholly-owned subsidiary of KPS Berhad | |||
"Partner" | : in relation to any person (referred to as "said Person"), means such | |||
person who falls within any one of the following categories: | ||||
(a) a person with whom the said Person, is in or proposes to enter into | ||||
partnership with. "Partnership" for this purpose refers | to | a | ||
"partnership" as defined in section 3 of the Partnership Act 1961 or | ||||
"limited liability partnership" as defined in section 2 of the Limited | ||||
Liability Partnerships Act 2012, as the case may be; or | ||||
(b) | a person with whom the said Person has entered or proposes to | |||
enter into a joint venture, whether incorporated or not. | ||||
"Person(s) | : in relation to any person (referred to as "said Person") means such person | |||
Connected" | who falls under any one of the following categories: | |||
(a) a family member of the said Person; | ||||
(b) | a trustee of a trust (other than a trustee for a share scheme | for | ||
employees or pension scheme) under which the said Person, or a | ||||
family member of the said Person, is the sole beneficiary; | ||||
(c) a Partner of the said Person; | ||||
(d) | a person, or where the person is a body corporate, the | body | ||
corporate or its directors, who is/are accustomed or under an | ||||
obligation, whether formal or informal, to act in accordance with the | ||||
directions, instructions or wishes of the said Person; | ||||
(e) | a person, or where the person is a body corporate, the body | |||
corporate or its directors, in accordance with whose directions, | ||||
instructions or wishes the said Person is accustomed or is under an | ||||
obligation, whether formal or informal, to act; | ||||
(f) | a body corporate in which the said Person, or persons connected | |||
with the said Person are entitled to exercise, or control the exercise | ||||
of, not less than 20% of the votes attached to voting shares in the |
body corporate; or
(g) a body corporate which is a related corporation of the said Person. iii
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DEFINITIONS (Cont'd)
"PKNS" | : Perbadanan Kemajuan Negeri Selangor, a substantial shareholder of KPS | |
Berhad and a Person Connected to DEIG | ||
"PPSB" | : | Perangsang Packaging Sdn Bhd, a wholly-owned subsidiary of KPS |
Berhad | ||
"Prismachem" | : Prismachem Sdn Bhd, a Major Shareholder of Aqua-Flo | |
"Proposed | Proposed renewal of the existing shareholders' mandate for the RRPTs of | |
Shareholders' | a revenue or trading nature entered/to be entered into by KPS Berhad | |
Mandate" or | Group from the date of forthcoming 46th AGM to the next AGM of the | |
"Proposal" | Company | |
"Related Party(ies)" | : A Director, Major Shareholder or Person Connected with such Director or | |
Major Shareholder as defined under Chapters 1 and 10 of the Listing | ||
Requirements | ||
"RM" and "sen" | : Ringgit Malaysia and sen respectively | |
"RRPT" | : Related party transactions which are recurrent of a revenue or trading | |
nature and which are necessary for the day-to-day operations and are | ||
entered/ to be entered into by KPS Berhad Group with the Related Parties | ||
in the ordinary course of business which involves the interest, direct or | ||
indirect, of Related Parties | ||
"Share(s)" | : Number of ordinary share(s) issued by KPS Berhad | |
"Sg. Harmoni" | : Sungai Harmoni Sdn Bhd, a wholly-owned subsidiary of Taliworks | |
"SPT" | : Smartpipe Technology Sdn Bhd, an indirect 64%-owned subsidiary of KPS | |
Berhad via NBSB | ||
"TWNS" | : Tabung Warisan Negeri Selangor, a shareholder of KPS Berhad and a | |
Person Connected to DEIG | ||
"Taliworks" | : | Taliworks Corporation Berhad, a Major Shareholder of Aqua-Flo |
All references to "our Company" in this Circular are to KPS Berhad. References to "our Group" are to our Company and our subsidiaries. References to "we", "us", "our" and "ourselves" are to our Company and where the context requires, shall include our subsidiaries.
All references to "you" in this Circular are to our shareholders.
Words denoting the singular shall, where applicable, include the plural and vice versa and words indicating the masculine gender shall, where applicable, include the feminine and/or 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 a day in this Circular shall be a reference to Malaysian time, unless otherwise stated.
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CONTENTS
LETTER TO THE SHAREHOLDERS OF KPS BERHAD: | |||
Page | |||
1. | INTRODUCTION | 1 | |
2. | INFORMATION ON THE PROPOSED SHAREHOLDERS' MANDATE | 2 | |
2.1 | Provisions under the Listing Requirements | 2 | |
2.2 | Principal Activities of KPS Berhad Group | 3 - 6 | |
2.3 | Information on Related Parties and Nature of Transactions | 7 - 10 | |
2.4 | Amount due and owing to KPS Berhad Group by Related Parties | 10 | |
2.5 | Review Procedures for the RRPT | 10 - 11 | |
2.6 | Threshold for Approval of RRPT within KPS Berhad Group | 11 - 12 | |
2.7 | Statement by the BAC | 12 | |
2.8 | Rationale and Benefit for the Proposed Shareholders' Mandate | 12 - 13 | |
2.9 | Financial Effects of the Proposed Shareholders' Mandate | 13 | |
2.10 | Interests of Directors, Major Shareholders and/or Persons Connected to | 13 | |
Them | |||
3. | DIRECTORS' RECOMMENDATION | 14 | |
4. | APPROVAL REQUIRED | 14 | |
5. | 46th AGM | 14 | |
6. | FURTHER INFORMATION | 14 | |
APPENDIX I | : FURTHER INFORMATION | 15 - 17 |
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Kumpulan Perangsang Selangor Bhd published this content on 17 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2023 08:03:09 UTC.