TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RECURRENT RELATED PARTY TRANSACTIONS MESB BERHAD (“MESB” OR “THE COMPANY”) PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
We refer to the Company’s announcement dated 8 October 2020 whereas the Company intends to seek its shareholders’ approval on the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (“RRPT”) of a Revenue or Trading Nature (“Proposed Shareholders’ Mandate”) at its forthcoming Annual General Meeting.
The RRPT are entered into by the subsidiaries of the Company, namely Active Fit Sdn. Bhd. and Miroza Leather (M) Sdn. Bhd. with MX Too Sdn. Bhd., Roncato Sdn. Bhd. and Branded Platform Sdn. Bhd., of which the interested major shareholder is Angsana Inai Sdn. Bhd. and persons connected are Teoh Hwa Peng and Tan Sok Gim (“Interested Parties”).
On 12 October 2020, Angsana Inai Sdn. Bhd. disposed all its 18,411,148 ordinary shares in MESB representing approximately 17.35% equity interest in MESB. Accordingly, the announcements in relation to the cessation of substantial shareholders of the Interested Parties were released by MESB on 15 October 2020 through Bursa Malaysia Securities Berhad.
Pursuant to paragraph 10.02(f)(i) of the Main Market Listing Requirements, a “major shareholder” includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a major shareholder of the listed issuer as defined under paragraph 1.01 of the Main Market Listing Requirements or any other corporation which is its subsidiary or holding company. Thus, any transactions to be entered between MESB Group with MX Too Sdn. Bhd., Roncato Sdn. Bhd. and/or Branded Platform Sdn. Bhd., which involves the direct and indirect interest of the Interested Parties who were a major shareholder and persons connected to the major shareholder of MESB within the preceding 6 months from 12 October 2020, are still regarded as RRPT.
The Board of Directors of MESB wishes to announce that the Company decided not to issue the Circular to Shareholders and seek for shareholders’ approval to renew the RRPT at the forthcoming Annual General Meeting. Management will continue to closely monitor the RRPT, make the necessary disclosure, if any, and ensure compliance with the provisions in the Main Market Listing Requirements accordingly.
This announcement is dated 28 October 2020