THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your ordinary shares in Carlsberg Brewery Malaysia Berhad (Company No.9210-K), please hand this Circular, together with the accompanying Form of Proxy set out in the Annual Report of Carlsberg Brewery Malaysia Berhad for the financial year ended 31 December 2016, to the agent through whom the sale or transfer was contracted or effected for onward transmission to the purchaser or transferee. Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. CARLSBERG BREWERY MALAYSIA BERHAD (Company No.: 9210-K) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (i) PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND (ii) PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE. The above proposals will be tabled as Special Business at Carlsberg Brewery Malaysia Berhad’s 47 th Annual General Meeting. Notice of the 47 th Annual General Meeting, to be held at Sime Darby Convention Centre, Ballroom 1 & 2, First Floor, 1A, Jalan Bukit Kiara, 60000 Kuala Lumpur on Thursday, 20 April 2017 at 11.00 a.m., is set out in the Annual Report of Carlsberg Brewery Malaysia Berhad for the financial year ended 31 December 2016. A Form of Proxy is set out in the Annual Report of Carlsberg Brewery Malaysia Berhad for the financial year ended 31 December 2016. You are urged to complete and deposit the Form of Proxy at the office of the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn. Bhd., located at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, no later than 48 hours before the time of the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Tuesday, 18 April 2017 at 11.00 a.m. Date and time of the 47 th Annual General Meeting : Thursday, 20 April 2017 at 11.00 a.m. This Circular is dated 20 March 2017
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor,
accountant or other professional adviser immediately.
If you have sold or transferred all your ordinary shares in Carlsberg Brewery Malaysia Berhad (Company No.9210-K),
please hand this Circular, together with the accompanying Form of Proxy set out in the Annual Report of Carlsberg
Brewery Malaysia Berhad for the financial year ended 31 December 2016, to the agent through whom the sale or transfer
was contracted or effected for onward transmission to the purchaser or transferee.
Bursa Malaysia Securities Berhad (“Bursa Securities”) takes no responsibility for the contents of this Circular, makes no
representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the contents of this Circular.
CARLSBERG BREWERY MALAYSIA BERHAD
(Company No.: 9210-K)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
(i) PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE; AND
(ii) PROPOSED NEW SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE.
The above proposals will be tabled as Special Business at Carlsberg Brewery Malaysia Berhad’s 47th Annual General
Meeting. Notice of the 47th Annual General Meeting, to be held at Sime Darby Convention Centre, Ballroom 1 & 2, First
Floor, 1A, Jalan Bukit Kiara, 60000 Kuala Lumpur on Thursday, 20 April 2017 at 11.00 a.m., is set out in the Annual
Report of Carlsberg Brewery Malaysia Berhad for the financial year ended 31 December 2016.
A Form of Proxy is set out in the Annual Report of Carlsberg Brewery Malaysia Berhad for the financial year ended 31
December 2016. You are urged to complete and deposit the Form of Proxy at the office of the Company’s Share
Registrar, Tricor Investor & Issuing House Services Sdn. Bhd., located at Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur or alternatively, the Customer
Services Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, no later than 48 hours before the time of the meeting. The lodging of the Form of Proxy will not preclude
you from attending and voting in person at the meeting should you subsequently wish to do so.
Last date and time for lodging the Form of Proxy : Tuesday, 18 April 2017 at 11.00 a.m.
Date and time of the 47th Annual General Meeting : Thursday, 20 April 2017 at 11.00 a.m.
This Circular is dated 20 March 2017
DEFINITIONS
i
Except where the context otherwise requires, the following definitions shall apply throughout and for the
purposes of this Circular only:
Act - Companies Act 2016 as amended from time to time and any re-enactment
thereof
AGM - Annual General Meeting
Audit Committee - Audit Committee of the Company
BK - Brasseries Kronenbourg SAS
Board - Board of Directors of the Company
Bursa Depository - Bursa Malaysia Depository Sdn. Bhd.
Bursa Securities - Bursa Malaysia Securities Berhad
CBAS - Carlsberg Breweries A/S
CBDCL - CB Distribution Co. Ltd.
CBGL - Carlsberg Brewery (Guangdong) Ltd.
CBHKL - Carlsberg Brewery Hong Kong Ltd.
CBS Carlsberg Business Solution
CCDOO - Carlsberg Croatia D.O.O.
CHKL - Carlsberg Hong Kong Ltd.
CMSA - Capital Markets and Services Act, 2007
CMSB - Carlsberg Marketing Sdn. Bhd.
Company - Carlsberg Brewery Malaysia Berhad (Company No. 9210-K)
Constitution - Constitution of the Company
CSCAG - Carlsberg Supply Company AG
CSCAL - Carlsberg Supply Co. Asia Ltd.
CSPL - Carlsberg Singapore Pte. Ltd.
CTT - Carlsberg Taiwan Trading
CVBL - Carlsberg Vietnam Breweries Limited
Director - Shall have the meaning given in Section 2(1) of the CMSA and for the
purposes of the Proposed Shareholders’ Mandate, this includes any person
who is or was within the preceding six (6) months of the date on which the
terms of the transaction were agreed upon, a Director of the Company or any
other company which is its subsidiary or holding company or a chief
executive officer of the Company, its subsidiary or holding company
DMG - Danish Malting Group A/S
GJF - Graham James Fewkes
Group - The Company and its wholly-owned subsidiaries, namely Carlsberg
Marketing Sdn. Bhd., Euro Distributors Sdn. Bhd. and Carlsberg Singapore
Pte. Ltd.
LAO - Lao Brewery Co. Ltd.
LBCL - Lion Brewery (Ceylon) PLC
DEFINITIONS (Cont’d)
ii
Listing Requirements - The Main Market Listing Requirements of Bursa Securities including any
amendments that may be made from time to time
LL - Lars Lehmann
Major Shareholder(s) - A person who (which includes any person who is or was within the
preceding six (6) months of the date on which the terms of the transaction
were agreed upon) has an interest or interests in one or more voting shares in
the Company (or any other company which is its subsidiary or holding
company) and the number of voting shares, or the aggregate of the number
of those shares, is
a) 10% or more of the aggregate of the number of all the voting shares in
the Company; or
b) 5% or more of the aggregate of the number of all the voting shares in
the Company where such person is the largest shareholder of the
Company.
For the purpose of this definition, “interest in shares” shall have the meaning
given in Section 8 of the Act.
NA - Net assets
OD - Olivier Dubost
Proposed New
Shareholders’ Mandate
- Proposed new shareholders’ mandate for additional Recurrent RPTs of a
revenue or trading nature
Proposed Renewal of
Shareholders’ Mandate
- Proposed renewal of the existing shareholders’ mandate for the Recurrent
RPTs of a revenue or trading nature
Proposed Shareholders’
Mandate or Proposals
- Proposed renewal of the existing and new shareholder’s mandate for the
Group to enter into the Recurrent RPTs
Record of Depositors - A record provided by Bursa Depository to the Company under Chapter 24.0
of the Rules of the Depository including any amendments thereof
Recurrent RPTs or RRPTs - RPTs involving recurrent transactions of a revenue or trading nature which
are in the ordinary course of business and are necessary for day-to-day
operations of the Group
Related Party/Parties - A Director, Major Shareholder or person connected with such Director or
Major Shareholder of the Company
RM and sen - Ringgit Malaysia and sen, respectively
RAL - Roland Arthur Lawrence
RPTs - Transactions entered into by the Group which involves the interest, direct or
indirect of a Related Party/Parties
Shares - Ordinary shares in the Company
Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporate
the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to
persons shall include a corporation, unless otherwise specified.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-
enacted. Any reference to a time of a day in this Circular shall be a reference to Malaysian time, unless otherwise
stated.
CONTENTS
iii
Page
Letter from the Board to the shareholders of the Company:
2.1 Listing Requirements ............................................................................................................................... 2 2.2 Details of the Proposed Shareholders’ Mandate ....................................................................................... 2 2.3 Class and nature of the Recurrent RPTs ................................................................................................... 3 2.4 Amount Due and Owing to the Company by Related Parties .................................................................. 5 2.5 Terms of the Recurrent RPTs ................................................................................................................... 6 2.6 Rationale and Benefits for the Proposed Shareholders’ Mandate ............................................................ 6 2.7 Review procedures for the Recurrent RPTs ............................................................................................. 6 2.8 Statement by the Audit Committee .......................................................................................................... 7 2.9 Interests of Directors’ and Major Shareholders’ interests and/or Persons Connected to them ................. 7
3. CONDITION OF THE PROPOSALS ..................................................................................................... 8
6. FURTHER INFORMATION ................................................................................................................... 9
APPENDICES
I Further information ................................................................................................................................ 10
II Extract of Notice of the 47th AGM ........................................................................................................ 11
1
CARLSBERG BREWERY MALAYSIA BERHAD (Company No.: 9210-K)
(Incorporated in Malaysia)
Registered Office:
No. 55, Persiaran Selangor
Section 15, 40200 Shah Alam
Selangor Darul Ehsan
20 March 2017
Board of Directors
Dato’ Lim Say Chong, J.S.M., D.M.P.N. (Independent Non-Executive Chairman)