TDM BERHAD STOCK NAME

Transcription

1 COMPANY NAME : TDM BERHAD STOCK NAME : TDM DATE ANNOUNCED : 24 AUGUST 2015 TYPE : GENERAL ANNOUNCEMENT - OTHERS SUBJECT : TDM BERHAD - EXECUTION OF JOINT VENTURE AND SHAREHOLDERS AGREEMENT DATED 24 AUGUST 2015 Reference is made to the announcement made by TDM Berhad ( TDM or the Company ) on 16 th July 2014 in relation to the signing of the Conditional Shares Purchase Agreement entered into between Bapak H. Rahman (Indonesian Identity Card no ), Bapak H. Andri (Indonesian Identity Card no ) and TDM ( CSPA ) relating to the proposed acquisition of PT. Sawit Rezki Abadi and on 20 th August 2015 in relation to the completion of the CSPA, of which PTSRA has become the subsidiary of TDM with foreign capital investment or Penanam Modal Asing status. The Board of Directors of TDM is pleased to announce that the Company had on 24 th August 2015 entered into a Joint Venture and Shareholders Agreement ( Agreement ) with Bapak H. Rahman ( BHR ) and PT. Sawit Rezki Abadi( Parties ) to regulate the relationship between Bapak H. Rahman and TDM as the shareholders of PT. Sawit Rezki Abadi ( JV Company ) in accordance with the stipulations, terms and conditions as set out in the Agreement. The JV Company s primary objective are developing oil palm plantations of not less than 20,000 hectares of Plantable Land (as defined in the Agreement) and to operate oil palm businesses in Kabupaten Melawi, West Kalimantan, Indonesia. 1 P a g e

2 SALIENT TERMS OF THE AGREEMENT Conditions Precedent and Conditions Subsequent 1. The Agreement including the obligations of TDM under the Agreement shall be subject to the following conditions precedent: (b) (e) (f) (g) the approval of the board of directors of TDM; the approval of the shareholders of TDM (if required); the relevant approval(s) from the Relevant Authorities, being obtained by TDM, if required; TDM has acquired 95% of the existing shares in the JV Company, respectively: (i) 325 shares of the JV Company duly transferred by BHR to TDM, and (ii) 150 shares of the JV Company duly transferred by Mr. Andri to TDM, and such acquisition transaction has been completed and effective in accordance with the provision of Indonesian Company Law Number 40 of 2007; The JV Company has obtained approval from Badan Koordinasi Penanam Modal ( BKPM ) in relation to the conversion of the status of the Company to become a Foreign Investment Company (PMA Company); The JV Company has increased its capital by issuing new shares to be subscribed by the Parties; and The JV Company has amended its Articles of Association to be in line with the spirit of the Agreement and the approval in respect thereof has been obtained from Ministry of Law and Human Rights ( MLHR ) of the Republic of Indonesia. Land 1. BHR shall procure and ensure that the Land is granted, transferred and properly registered under the name of the JV Company together with the necessary Land Permits. 2. BHR undertakes and covenants to TDM that the size of the Land shall not be less than 20,000 hectares withizin Usaha Perkebunan( IUP ). The size of the Land shall be based on the hectarage stated in IUP. The Land is estimated to cost the Company RM 1, (or Rupiah equivalent) per hectare. 2 P a g e

3 JV Company 1. BHR and TDM shall subscribe to such shares in the JV Company in such agreed numbers at par to ultimately achieve the following agreed shareholding proportion ( Agreed Proportion ): Shareholder TDM 95% BHR 5% TOTAL 100% Shareholding Percentage 2. If at any time, TDM's shareholding in the JV Company is lower than or falls below 95% of the entire issued and paid up capital of the JV Company, TDM shall have the absolute right to subscribe for new Shares to be issued by the Company to increase its shareholdings up to the 95% or TDM may purchase shares from BHR to meet the Agreed Proportion. Maintaining Agreed Proportion and distribution of profits 1. The Parties shall exercise their voting rights in the Company to ensure that at all times no shares shall be allotted to any person other than the Parties and to any of them except in accordance with the Agreed Proportion. Shareholder s Advance Any shareholder's funds, contributions or advances from TDM and BHR to the JV Company, if any, may be capitalised into the shares of the JV Company at par, subject to the prevailing laws and regulations in Indonesia and provided that there is no restriction to that in accordance with the laws and in such event, any shareholder who does not contribute or contribute less than the proportion of its shareholding in the JV Company at that material time may have its shareholding diluted upon such capitalisation. Main responsibilities of TDM TDM will be responsible for the following: overall management of the JV Company; 3 P a g e

4 (b) (e) to provide competent personnel, of managerial and higher levels, to manage the JV Company; to appoint a competent management agent and other experts to assist in the management of the JV Company, if required; to provide capital injection into the JV Company through subscription of shares; and to assist the JV Company to secure loans and other financial facilities for the development and operations of the plantations and construction and operations of the palm oil mills Main responsibilities of BHR BHR undertakes and covenants to achieve the following: (b) (e) (f) to secure and ensure the JV Company will receive its PMA status and the relevant approvals from BKPM and MLHR; to secure and ensure that the Land is granted, transferred and properly registered under the name of the JV Company and that the Land shall securely remain in the JV Company; to secure and ensure that there is no overlapping claims of ownership over the Land and Plasma or any part thereof by any third party and that the Land and Plasma is free from any Encumbrances and enclave whatsoever; to secure and obtain in favour of the JV Company all approvals, permits and/or licences from the Relevant Authorities which are required by the JV Company for the development of the Land including Plasma and for the carrying out of the Activities, including all the Land Permits; to procure or cause to procure and to ensure the IUP for 20,000 hectares lands are Plantable Land. In the event that the Plantable Land for the said IUP is less than 20,000 hectares, BHR shall substitute with the other IUP of Plantable Land to achieve 20,000 hectares of Plantable Land with IUP; to assist the Company in liaising and dealing with the Relevant Authorities and to secure and obtain all future approvals, permits and/or licences required by the Company including IUT in connection with the Activities and HGU for Plasma; 4 P a g e

5 (g) (h) (i) (j) (k) (l) (m) (n) to assist and facilitate the applications for work permits and other approvals for all Malaysian employees or personnel, hired directly by the Company or seconded by TDM or its Related Corporations to the Company, whether for short term or long term, for the purpose of managing the Company and to carry out the Activities (including for their dependents), where applicable; to engage land surveyor(s) whose appointment is to be mutually agreed by the Parties to conduct a perimeter survey of the Land and Plasma and to produce a map for the Land and Plasma; to engage experts/consultants in relation to AMDAL and the preparation of relevant report to the satisfaction of TDM and the Relevant Authorities, in particular the relevant regional AMDAL commission; to negotiate and resolve amicably any issues or disputes with the natives and local populace and to maintain harmonious relationship between the Company, TDM and BHR with the natives and local populace and the outcome and resolution thereof shall be satisfactory to TDM; to ensure that the Company will not dispose of, sell or transfer any of its assets or incur any liabilities without TDM's prior written approval; to ensure that the Company do not encumber any part of the Land as security or collateral for any purposes whatsoever without TDM's prior written approval; to provide capital injection into the Company through the subscription of the Subscription Shares and further subscription of Shares in accordance to its Agreed Proportion and the terms and conditions of this Agreement; and to assist the Company to secure loans and other financial facilities for the development and operations of the plantations and construction and operations of the palm oil mills. 5 P a g e

6 Responsibilities of the JV Company The JV Company undertakes and covenants to use its best endeavour to achieve the following: (b) the JV Company will receive its PMA status and the relevant approvals from BKPM and MLHR; not to dispose of, sell or transfer any of its material assets or incur any liabilities without the Shareholders prior approval; not to encumber the Land as security or collateral for any purposes whatsoever without TDM's prior written approval; and to procure and obtain IUT. Procuring of HakGuna Usaha ( HGU ) (b) BHR undertakes to secure and obtain in favour of the JV Company all land permits [including HGU and Izin Usaha Tetap ( IUT )] from the relevant authorities which are required by the JV Company for the development of the Land and for the carrying out of the Activities; and the JV Company shall pay to BHR a maximum sum of RM per hectare which shall be applied towards administrative costs (inclusive of any premium payable for the Land) to the relevant authorities in order to obtain the HGU for the Land. All additional costs above RM per hectare is to be borne by BHR. Board of Commissioners The board of commissioners of the JV Company shall consist of 3 members. The Parties shall have the following rights: TDM shall be entitled to nominate 2 commissioners; and (b) BHR shall be entitled to nominate 1 commissioner, 6 P a g e

7 for appointment by the shareholders of the JV Company as commissioners on the board of commissioners of the JV Company. The quorum for a meeting of the board of commissioners shall be at least 51% of the commissioners being present or represented at the meeting. Board of Directors The board of directors of the JV Company shall consist of 7 directors. The Parties shall have the following rights: TDM shall be entitled to nominate 6 persons as directors; and (b) BHR shall be entitled to nominate 1 person as director, for appointment by the shareholders of the JV Company as directors on the board of directors of the JV Company. One of the directors nominated by TDM shall be the president director. Three directors present in person, one of whom shall a be a director appointed by BHR, shall constitute a quorum for a board of directors' meeting. Transfer of Shares Any Party shall not, directly or indirectly, sell, transfer, assign, or otherwise dispose of their shareholding or part thereof in any JV Company except: by way of transfer to any one of its related corporations; or (b) if the transferor is BHR and the transfer to any third party is solely for the purpose of facilitating or expediting the Parties' common objective and intention under the Agreement. Representations, warranties and undertakings BHR hereby represents and warrants to TDM that: he has the means and resources to secure the Land and Plasma in favour of the JV Company and to procure and secure all the relevant approvals, permits and licences from the Relevant Authorities which are required by the JV Company for the development of the Land and Plasma and for the carrying out of the Activities, including but not limited to, all the Land Permits; 7 P a g e

8 (b) (e) pending the fulfillment of all the Conditions Subsequent and during the subsistence of this Agreement he (including through his agents or representatives) will not enter into any similar negotiation or agreement or arrangement with any third party in respect of the Land; TDM will be given the first right of refusal for any future and similar development to be undertaken on his, his company's and his Related Corporation's lands located in any part of the Republic of Indonesia; that the Land and Plasma, the JV Company and all the relevant licences, permits and approvals are legal and are not in contravention of any Applicable Laws or Requirements and that there is no overlapping claims of ownership over the Land and Plasma by any third party; and the Land and Plasma, including the access roads leading to the Land and Plasma, is free from any Encumbrances or enclave whatsoever. BHR and the JV Company jointly and severally covenants and undertakes to TDM that they will not in any event, without the prior approval of TDM: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) sell, transfer, pledge or otherwise dispose of any Shares; procure an amendment to the Articles save for the purpose of meeting the terms and conditions of this Agreement; procure the issue of any Shares in the JV Company to any third party; procure the JV Company to sell, lease, charge, or encumber in any way the Land or any part of the Land; depart from the normal course of the Company's business and Activities; incur any debt; make any investment or enter into any contract or agreement with any party save for the purpose contemplated under the Agreement; or do any act or omit to do any act which results in the objective of the Agreement be unachievable or frustrated or the terms or conditions of the Agreement be unenforceable or redundant. This announcement is dated 24 th August P a g e