M&G

0.275

+0.015 (+5.8%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MARINE & GENERAL BERHAD - RECLASSIFICATION OF RECURRENT RELATED PARTY TRANSACTION UNDER PARAGRAPH 10.08(11)(O) OF THE MAIN MARKET LISTING REQUIREMENTS

Amended Announcements
Please refer to the earlier announcement reference number: GA1-28032025-00030

MARINE & GENERAL BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
MARINE & GENERAL BERHAD
- RECLASSIFICATION OF RECURRENT RELATED PARTY TRANSACTION UNDER PARAGRAPH 10.08(11)(O) OF THE MAIN MARKET LISTING REQUIREMENTS

(The amendments to the announcement dated 28 March 2025 in respect of the above subject matter are shown in bold.)

 

Reference is made to Marine & General Berhad ("the Company" or “M&G”) announcement dated 21 July 2020, whereby it was announced that Muhibbah Engineering (M) Bhd. (“MEB”) had subscribed to 15,288,790 ordinary shares and 6,552,338 preference shares issued by M&G Sutera 8 Sdn. Bhd. ("MGS8"), representing a 40% interest in MGS8. As a result of this, MGS8 became a 60% subsidiary of M&G Marine Logistics Holdings Sdn. Bhd. (“MGMLH”), which in turn is a wholly owned subsidiary of the Company.

 

For clarity, MEB is only a major shareholder in MGS8. MEB neither holds any interest in M&G or any other subsidiaries of M&G, nor is MEB represented on the main M&G Board of Directors or any other subsidiaries of M&G, and accordingly, plays no part in the overall management of the Group’s business. Similarly, M&G is not a major shareholder of MEB nor any of its subsidiaries.

 

Following the completion subscription, the wholly owned subsidiaries of MEB, namely Muhibbah Marine Engineering Sdn. Bhd (“MMESB”), Muhibbah O&G Sdn. Bhd. (“MOGSB”) continue to provide vessel docking services, vessel repairs & maintenance and charter/hire of vessel which are necessary for day-to-day operation and in the ordinary course of business to the subsidiaries of M&G, namely Jasa Merin (Labuan) Plc (“JML”), M&G Tankers Sdn. Bhd. (“MGTSB”), TKH Marine (L) Ltd. (“TKH”), Jasa Merin Ship Management Sdn. Bhd., Jasa Merin (Malaysia) Sdn. Bhd. (“JMM”), a 70% owned subsidiary and MGS8, a 60% owned subsidiary.

 

These dealings were treated as recurrent related party transaction (“RRPT”). M&G has, as such, obtain shareholders’ approval since 12 October 2020 on an annual basis to engage in these transactions.

 

In this case, other than MEB being a major shareholder of MGS8, none of the Directors, Major Shareholders, or Persons Connected to them have any direct or indirect interest in the transactions entered into with the M&G Group. Furthermore, none of M&G Directors, Major Shareholders, or Persons Connected to them have any interest, direct or indirect, in the transaction with the MEB Group.

 

Given this, the Audit Committee and the Board of Directors of M&G, after having reviewed the past RRPT entered into with MEB group and taking into account of Paragraph 10.08(11)(o) of the Main Market Listing Requirements ("MMLR"), has determined that a transaction between a subsidiary of a listed issuer ("transacting subsidiary") and another person where the party involved is a director or major shareholder of a subsidiary of the listed issuer (other than the transacting subsidiary or the holding companies of the transacting subsidiary), or a person connected with such director or major shareholder, is not normally regarded as a related party transaction, provided there are no other conflicting interests.

 

On this basis, it was concluded that the transactions between the subsidiaries of M&G, other than MGS8 and MGMLH with MEB group since 12 October 2020, were not related party transactions under Paragraph 10.08(11)(o) of the MMLRM&G will comply with Paragraph 10.08(9) of the MMLR in respect of transactions between MGS8 and MGMLH with MEB group.

 

In view of the above, M&G will not be seeking the renewal of shareholders’ mandate for the RRPT entered between the subsidiaries of M&G other than MGS8 and MGMLH with MEB group at the forthcoming annual general meeting of M&G.

 

This announcement is dated 4 April 2025.






Announcement Info

Company Name MARINE & GENERAL BERHAD
Stock Name M&G
Date Announced 04 Apr 2025
Category General Announcement for PLC
Reference Number GA1-04042025-00019