Signing Of Joint Venture Agreement Between Naim Cendera sdn. bhd. And Sebiro Holdings Sdn. Bhd.

BackMar 19, 2008
INTRODUCTION

The Board of Directors of Naim Cendera Holdings Berhad ("Naim") wishes to announce that its wholly owned subsidiary, Naim Cendera Sdn. Bhd. ("NCSB") has entered into a Joint Venture Agreement with Sebiro Holdings Sdn. Bhd. ("Sebiro") on 19th March 2008 for the purpose to jointly formulate a proposal and if successful, to enter into a contract with the Ministry of Education ("MOE") to undertake the project known as "Cadangan Projek Pembinaan, Penaiktarafan Dan Pembaikpulihan Sekolah-Sekolah Dan Asrama Di Negeri Sarawak" ("Contract").

BACKGROUND INFORMATION OF SEBIRO

Sebiro was incorporated in Malaysia on 26th October 1990 as a private limited company. It has an authorized share capital of RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, of which 5,000,000 shares have been issued and are fully paid. The principal activity of Sebiro is building contractors.


SALIENT TERMS OF THE JOINT VENTURE AGREEMENT ("Agreement")

1. The equity participation shall be NCSB (50%) and Sebiro (50%). The Parties shall be jointly and severally responsible for the performance of the Contract.

2. The Joint Venture shall be an unincorporated joint venture formed between the parties pursuant to the Agreement.

3. The Joint Venture Management Committee ("JVMC") shall be formed immediately upon the execution of the Agreement for the purpose of deciding on all matters concerning the joint venture, the proposal, the project and the contract subject to the terms and conditions of the Agreement. The main responsibilities of the JVMC shall include the following:-

a) determine the general policies and procedures for the operation, management and performance of the Joint Venture and all matters relating thereto;

b) approve the Project Execution Plan for the smooth execution and implementation of the Contract and to minimize the cost thereof;

c) decide on all matters required under or pursuant to the provisions of this Agreement; and

d) decide on any other matters referred to it by MOE and the Parties hereto.

4. The JVMC shall consist of four (4) members, two (2) representatives from Sebiro (one of whom shall sit as Deputy Chairman) and two (2) from NCSB (one of whom shall sit as Chairman).

RATIONALE FOR THE AGREEMENT

The Agreement is to enable the parties to proceed with the formation of an unincorporated joint venture entity to secure the Contract.

RISK FACTORS

The Contract is subject to normal business risk.

FINANCIAL EFFECTS OF THE JOINT VENTURE

The Contract is not expected to have any material effect on the earnings or net assets of Naim for the year ended 31 December 2008.

SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS' SHAREHOLDINGS

The Contract will not have any effect on the share capital and substantial shareholders' shareholdings of Naim.

DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

None of the directors and/or major shareholders of Naim or persons connected to them have any interest, direct or indirect, in the above Contract.

APPROVAL REQUIRED

The Contract is not subject to the approval of the shareholders of Naim or any government authorities.

This announcement is dated 19th March 2008