We refer to our announcement dated 27 May 2008 and wish to inform that Talam will defer the tabling of the Proposed Provision of Financial Assistance to LLE at an extraordinary general meeting ("EGM") for shareholders’ approval to a later date, as LLE is currently deliberating and finalizing the principal terms and conditions with its potential financiers. However, the Company will proceed to table the Proposed Ratification to the shareholders at an EGM to be convened.
The Proposed Ratification has been regarded as a related party transaction (“Related Party Transaction”) pursuant to Paragraph 10.08 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities LR”) and the appointment of an independent adviser is required for the Proposed Ratification.
The Company has appointed Messrs FHMH Corporate Advisory Sdn Bhd of Monteiro & Heng Chambers, No. 22, Jalan Tun Sambanthan 3, 50470 Kuala Lumpur as the independent adviser to advise the minority shareholders of Talam on the Proposed Ratification.
Appended below are the additional information in respect of the Related Party Transaction:-
Class of Related Party Transaction
Cekap Tropikal Sdn Bhd (“Cekap Tropikal”) is a 49.99% associate company of Talam via its 99.99% subsidiary, Mutual Prosperous Sdn Bhd and IJM Corporation Berhad (”IJM”) via its wholly-owned subsidiary, IJM Properties Sdn Bhd (“IJMP”).
IJM is deemed a major shareholder of Talam via its 25% equity interest in Kumpulan Europlus Berhad, which in turn owns 42.94% equity interest in Talam.
As such, IJM is deemed to be interested in the Proposed Ratification.
Directors’ and Major Shareholders’ Interests
IJM is deemed a major shareholder of Talam and also the holding company of IJMP. IJM will abstain from voting in respect of its direct and/or indirect shareholdings in Cekap Tropikal and will ensure that persons connected to them will abstain from voting in respect of their shareholdings on the resolution pertaining to the Proposed Ratification to be tabled at the forthcoming EGM.
Save and except for the above, none of the other directors and major shareholders as defined in the Bursa Securities LR, and persons connected to the directors and major shareholders are interested in the Proposed Ratification, as they and persons connected to them do not have any direct major interest in Cekap Tropikal (save for the indirect interest in Cekap Tropikal via Talam holding 49.99% effective equity interest in Cekap Tropikal) or are entitled to receive any commission or other kinds of benefit from Talam and Cekap Tropikal in relation to the Proposed Ratification.
Directors’ Recommendation
The Directors of Talam, having taken into consideration all aspects of the Related Party Transaction, are of the opinion that the Proposed Ratification is fair and reasonable and is in the best interest of Talam, and are not detrimental to Talam and its shareholders. Accordingly, the Directors recommended that the shareholders vote in favour of the Proposed Ratification to be tabled at the forthcoming EGM to be convened.
This announcement is dated 28 July 2008.