TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS TFP SOLUTIONS BERHAD ("TFP" OR "THE COMPANY") - PROVISION OF SERVICES BY LMS TECHNOLOGY DISTRIBUTIONS SDN. BHD. TO COMM ZED SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF TFP
|TFP SOLUTIONS BERHAD|
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
TFP SOLUTIONS BERHAD ("TFP" OR "THE COMPANY") - PROVISION OF SERVICES BY LMS TECHNOLOGY DISTRIBUTIONS SDN. BHD. TO COMM ZED SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF TFP
TFP wishes to announce that pursuant to Rule 10.08(1) of ACE Market Listing Requirements (“ACELR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) that it had through its wholly-owned subsidiary, Comm Zed Sdn. Bhd. (“Comm Zed”) entered into a related party transaction (“RPT”) on 15 September 2015 as set out below (“the Transaction”):-
2.0 DETAILS OF THE TRANSACTION
2.1 Information on the Transaction
LMS would provide the following services to Comm Zed under the Telekom Malaysia SIEM Phase 2 Project:-
a) Onsite services [two (2) Engineers]
(Collectively referred to as “the Services”).
2.2 Information on the Related Party
LMS is a company incorporated in Malaysia having business address at Block 4801-01-10, Level 1, CBD Perdana 1, Jalan Perdana, 63000 Cyberjaya.
2.3 Consideration of the Transaction
The consideration of RM636,742.00 shall be paid in cash by Comm Zed to LMS within thirty (30) days upon receiving of the invoice. The consideration shall be satisfied in cash from internally generated funds.
The Transaction is within the ordinary course of business of TFP and made on arm’s length basis on competitive commercial terms not more favourable to the related party than those generally available to the public.
The Transaction is intended to meet the business needs of Comm Zed at the best possible terms. By transacting with LMS, Comm Zed would have an advantage of expertise, familiarity with the background, financial well-being and management of LMS, thus enabling more informed commercial decisions to be made.
The Transaction consideration was determined by market forces, similar to those prices for the transaction with unrelated third parties, and references was made to surveys and/or evaluations to be undertaken to gather information on market prices.
The Board does not envisage any specific risk to be associated with the Transaction.
6.1 Issued and paid-up capital
The Transaction will not have any effect on the issued and paid-up share capital of TFP as it does not involve any issuance of shares in TFP.
6.2 Substantial shareholders’ shareholding
The Transaction will not have any effect on TFP’s substantial shareholders’ shareholding as it does not involve any issuance of shares in TFP.
The Transaction is not expected to have any material effect on the NA per share and gearing of TFP for the financial year ending 31 December 2015.
6.4 Earnings per share (“EPS”)
The Transaction is not expected to have any material effect on the EPS of TFP for the financial year ending 31 December 2015.
The highest percentage ratio applicable for the Transaction pursuant to Rule 10.02(g) of ACELR is 3.63%.
The Services shall be delivered within four (4) to six (6) weeks from the date of this announcement.
The Transaction is not subject to the approval of the shareholders of TFP or any relevant authorities.
Save for Dato’ Hussian, a Director and major shareholder of TFP and Rapportrans Sdn. Bhd., a major shareholder of TFP, none of the Directors or major shareholders of TFP or persons connected to them have any interest, direct and indirect, in the Transaction.
In addition, the Audit Committee, having considered all aspects of the Transaction, including the rationale, is of the opinion that they are:-
i) in the best interest of TFP Group;
This announcement is made on 19 September 2015.
|Company Name||TFP SOLUTIONS BERHAD|
|Date Announced||15 Sep 2015|
|Category||General Announcement for PLC|