1. INTRODUCTION
We refer to the circular to shareholders dated 5 February 2013 (“Circular”) in relation to the acquisition by the Company of the entire equity interest in Bumi Suria Ventures Sdn Bhd (“BSV”) from Weida (M) Bhd (“Weida”), Enerstar Sdn Bhd, Bong Sen Kui and Liew Tien How, the acquisition of which had been duly completed on 27 February 2013 resulting in BSV becoming a wholly-owned subsidiary of the Company.
As stated in the Circular, BSV owns a stone quarry located in an area measuring approximately 35 hectares and situated at Lot No. 1, Block 19, Naong, Arip, Sibu Arip Land District (“BSV Quarry Site”). BSV is licensed to manage a quarry to extract, process, remove and sell rock materials from the BSV Quarry Site for a period of five (5) years from 22 November 2010 to 21 November 2015 as issued by the Land and Survey Department, Sarawak.
The Board of Directors of THP is pleased to announce that BSV had on 17 September 2013 entered into a Quarry and Supply Agreement (“QSA”) with Blast Power Sdn. Bhd. (Formerly known as Metro Solar Sdn. Bhd.) (“BP”), being Weida’s subsidiary, for the purpose of granting to BP the exclusive rights to extract, remove and subsequently sell the quarry products to BSV and/or third parties (“Exclusive Rights”).
2. SALIENT TERMS OF THE QSA
The salient terms of the QSA are as follows:
(i) Grant of Exclusive Rights to BP
a. Subject to paragraph 2 (ii) below, BSV agrees to grant the Exclusive Rights to BP as follows:
Exclusive sub-license to perform the following works for a period of twenty (20) years and an initial period of six (6) months (“Duration”) commencing from the date on which the Condition Precedent (as defined in paragraph 2 (ii) herein) is fulfilled in accordance with the provisions of the QSA (“Unconditional Date"):
i. blasting works which includes the process of extracting and removing the rocks extracted from the BSV Quarry Site (“Rock Materials”), which includes drilling and blasting all boulders and rock, loading and hauling the Rock Materials to the primary crusher(s), and all ancillary and incidental works carried out in respect thereof, pursuant to the terms of the QSA (“Blasting Works”); and
ii. quarry works which includes all processes involved in clearing the BSV Quarry Site, processing the Rock Materials extracted and removed from the BSV Quarry Site pursuant to the Blasting Works, including but not limited to operating the crusher plants and other machinery and equipment necessary in producing the quarry products, and all ancillary and incidental works necessary in respect thereof, to be carried out at the BSV Quarry Site by BP;
(Collectively known as “Works”)
b. Exclusive sub-license to remove and sell the quarry products resulting from the Works to BSV and/or third parties; and
c. Unrestricted access to the BSV Quarry Site and to access roads leading in and out of the BSV Quarry Site for the entire Duration by:
i. BP and/or third party contractor appointed by BP but subject to the approval of BSV, to perform the Works (“Contractor”), BP and/or the Contractor’s employees, agents and authorised personnel in the performance of the Works and the removal of the quarry products for transportation, sale or collection thereof; and/or
ii. the third party customers of BP in the removal of the quarry products for collection thereof,
upon the terms and subject to the conditions of the QSA.
(ii) Condition Precedent
The QSA is conditional upon BP obtaining the first renewal of the license/related permits made under BSV’s name from the relevant authorities for the commencement and/or continuation of the Works, including but not limited to the shot-firer’s licence, and all permits and licences for the possession, use and storage of explosives, and any other licences, permits or consents required for the Works and/or any other works arising out of or in connection with the Works within 3 months from the date of the QSA, subject to such extension as may be agreed between the parties (“Condition Precedent”).
(iii) Purchase of Quarry Products by BSV
Pursuant to the QSA, BSV hereby covenants and undertakes to purchase from BP and BP hereby covenants and undertakes to supply to BSV a minimum of 200,000 metric tonnes of the quarry products annually for a period of ten (10) years from the expiry of six (6) months from the Unconditional Date, which in aggregate amounts to 2,000,000 metric tonnes of the quarry products.
3. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the directors and major shareholders of THP and its subsidiaries or persons connected to them, have any interest, direct or indirect, in the QSA.
4. DOCUMENT FOR INSPECTION
The QSA is available for inspection at the registered office of THP at Tingkat 23, Bangunan TH Selborn, 153, Jalan Tun Razak, 50400 Kuala Lumpur during normal office hours from Monday to Friday (except public holiday) for a period of 3 months from the date of this announcement.
This announcement is dated 17 September 2013. |
