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

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
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

1.0 INTRODUCTION

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”):-

Related Party Nature of Interest Consideration

LMS Technology Distributions Sdn. Bhd. (“LMS”)

Dato’ Hussian @ Rizal bin A. Rahman (“Dato’ Hussian”), is a Director and major shareholder of TFP and he is also a director and deemed shareholder of LMS.

RM636,742.00

 

 

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]
b) Project management
c) Migration services

(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.


3.0 RATIONALE FOR THE TRANSACTION

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.


4.0 BASIS OF ARRIVING AT THE CONSIDERATION

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.


5.0 RISK FACTOR 

The Board does not envisage any specific risk to be associated with the Transaction.


6.0 FINANCIAL EFFECTS

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.
 
6.3 Net Assets (“NA”) per share and gearing 

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. 


7.0 HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable for the Transaction pursuant to Rule 10.02(g) of ACELR is 3.63%.


8.0 ESTIMATED TIME FRAME FOR THE COMPLETION OF THE TRANSACTION

The Services shall be delivered within four (4) to six (6) weeks from the date of this announcement.


9.0 APPROVAL REQUIRED

The Transaction is not subject to the approval of the shareholders of TFP or any relevant authorities. 


10.0 INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

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. 


11.0 STATEMENT BY THE BOARD AND THE AUDIT COMMITTEE
 
The Board of Directors of TFP (with the exception of Dato’ Hussian who has abstained and will continue to abstain from deliberation and voting on the Transaction at all relevant Board Meetings), having considered all aspects of the Transaction, is of the opinion that the Transaction is established under normal commercial terms and is in the best interest of TFP and not to the detriment of the minority shareholders of TFP.

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;
ii) fair, reasonable and on normal commercial terms; and
iii) not detrimental to the interest of TFP’s minority shareholders.

This announcement is made on 19 September 2015.






Announcement Info

Company Name TFP SOLUTIONS BERHAD
Stock Name TFP
Date Announced 15 Sep 2015
Category General Announcement for PLC
Reference Number GA1-19082015-00062