MTD ACPI ENGINEERING BERHAD (“MTDACPI” OR “COMPANY”)
SHAREHOLDERS AGREEMENT BETWEEN AL-MERAIKHI INDUSTRIAL COMPLEX AND
MTD ACP PRECAST SDN. BHD.
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”).
2.1 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)
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
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
5.0 LIABILITIES ASSUMED
Save as disclosed, there are no liabilities to be assumed by MAP pursuant to the Shareholders
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
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.