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Announcement - Shareholders Agreement between MAP and Al-Meraikhi _1.7.10__Bursa_

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Announcement - Shareholders Agreement between MAP and Al-Meraikhi _1.7.10__Bursa_ Powered By Docstoc
					MTD ACPI ENGINEERING BERHAD (“MTDACPI” OR “COMPANY”)
ANNOUNCEMENT

SHAREHOLDERS AGREEMENT BETWEEN AL-MERAIKHI INDUSTRIAL COMPLEX AND
MTD ACP PRECAST SDN. BHD.

1.0   INTRODUCTION

      MTDACPI wishes to announce that MTD ACP Precast Sdn. Bhd. (“MAP”), a wholly owned
      subsidiary of MTDACPI had on 1 July 2010 entered into a shareholders agreement (“Shareholder
      Agreement”) with Al-Meraikhi Industrial Complex (“AMIC”) for the purpose of incorporating a
      new limited liability company (“Proposed LLC”) in Abu Dhabi, United Arab Emirates (“UAE”).


2.0   BACKGROUND

2.1   AMIC, a company duly constituted and existing under the laws of Abu Dhabi and the UAE and
      having its registered address at P.O. Box 53023 Hamdan Street Abu Dhabi, UAE is involved in
      design, engineering, manufacturing and installation with expertise in the area of pre-cast concrete,
      insitu concrete frames, pre-stressed concrete, post tensioning and glass reinforced concrete.

2.2   AMIC and MAP (hereinafter referred to as the “Parties”) are desirous of forming and incorporating
      the Proposed LLC in Abu Dhabi, UAE in accordance with the UAE Commercial Companies Law
      (Federal Law No. 8 of 1984) under the name and style of AM Precast LLC or any other mutually
      agreed name and approved by the relevant authorities.

2.3   Upon the incorporation of the Proposed LLC, the Parties agree to procure that the Proposed LLC
      executes a deed of adherence agreeing to be bound by all the terms of the Shareholders Agreement.

2.4   The Parties intend to utilise the Proposed LLC to manufacture and supply pre-cast concrete
      products for the UAE market and for export.


3.0   SALIENT TERMS OF THE SHAREHOLDERS AGREEMENT

      The salient terms of the Shareholders Agreement, inter alia, are:-

3.1   The Parties undertake to incorporate the Proposed LLC with an initial issued and paid-up share
      capital of AED200,000 divided into 200 ordinary shares of AED1,000 each and shall be allotted to
      the Parties at par value, free from encumbrances, in the following proportions: -

          Shareholders        No. of Shares           Paid-up Capital           Equity Proportion (%)
              AMIC                 102                 AED102,000                          51
                                                 (equivalent to RM90,111)

              MAP                   98                  AED98,000                          49
                                                 (equivalent to RM86,577)

            TOTAL                  200                 AED200,000                         100
                                                (equivalent to RM176,688)


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3.2    The Parties undertake to each other that the equity proportion shall be maintained as long as AMIC
       and MAP remain shareholders of the Proposed LLC.

3.3    The right and obligation of the Parties as shareholders of the Proposed LLC will be based on the
       terms of the Shareholders Agreement.

3.4    The Parties agree that the distribution of dividends/profit to the Shareholders shall be on equal basis
       (50:50).


4.0    RATIONALE

       The Shareholders Agreement is a foundation for setting up the Proposed LLC, to ensure smooth
       collaboration between the Parties in implementation and successful completions of any project
       undertaken.


5.0    LIABILITIES ASSUMED

       Save as disclosed, there are no liabilities to be assumed by MAP pursuant to the Shareholders
       Agreement.


6.0    FUNDING

       The investment by MAP in the Proposed LLC would be funded through internally generated funds.


7.0    EFFECT OF THE SHAREHOLDERS AGREEMENT

       The Shareholders Agreement is not expected to have any material financial effect on MTDACPI
       and its subsidiaries.


8.0    APPROVALS REQUIRED

       The Shareholders Agreement is not subject to the approval of the shareholders of MTDACPI or any
       other regulatory authorities.


9.0    DIRECTORS' STATEMENT

       The Board of Directors of MTDACPI, having considered all aspects of the Shareholders Agreement
       is of the opinion that the Shareholders Agreement is in the best interests of MTDACPI and its
       subsidiaries.


10.0   DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

       None of the Directors, major shareholders of the Company and/or persons connected to them have
       any interest, direct or indirect, in the Shareholders Agreement.


This announcement is dated 1 July 2010.
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