General Announcement
Reference No KH-100127-9051C

Company Name
:
KFC HOLDINGS (MALAYSIA) BERHAD  
Stock Name
:
KFC  
Date Announced
:
27/01/2010  



Type
:
Announcement
Subject
:
KFC Holdings (Malaysia) Bhd (“KFCH”)
SUBSCRIPTION AGREEMENT INCORPORATING SHAREHOLDERS’ AGREEMENT

Contents
:
1.0 INTRODUCTION

1.1 The Board of Directors of KFC Holdings (Malaysia) Bhd (“KFCH” or “the Company”) wishes to inform that 2 companies within the Group have entered into Subscription Agreement Incorporating Shareholders’ Agreements (“SA”) arising from the implementation of the Group’s Rasamas Intrapreneur Scheme.

1.2 The 2 companies are as follows: -

a. Rasamas Bukit Tinggi Sdn Bhd (Formerly known as Premier Option Sdn Bhd)
b. Rasamas Kota Bharu Sdn Bhd

(hereinafter referred to as the “Rasamas Intrapreneur Companies”)

1.3 KFCH holds the investment in the Rasamas Intrapreneur Companies through its wholly owned subsidiary, Roaster’s Chicken Sdn Bhd. Roaster’s Chicken Sdn Bhd is therefore the holding company of the Rasamas Intrapreneur Companies.

1.4 The Company has through Roaster’s Chicken Sdn Bhd entered into the SA with the following parties: -

i. Masnawi bin Mohamed Soa’aid and Rasamas Bukit Tinggi Sdn Bhd (Formerly known as Premier Option Sdn Bhd)
ii. Mohd Faizal bin Awang Soh and Rasamas Kota Bharu Sdn Bhd

(Masnawi bin Mohamed Soa’aid and Mohd Faizal bin Awang Soh are hereinafter referred to as the “Rasamas Intrapreneur Parties”).

1.5 The SA enable the Rasamas Intrapreneur Parties to subscribe up to 20,000 ordinary shares representing 10% equity interest in each of the Rasamas Intrapreneur Companies, for a cash consideration of RM1.00 per share.

2.0 Brief INFORMATION ON THE INTRAPRENEUR SCHEME

2.1 The purpose of the Intrapreneur Scheme is to nurture business skills amongst its employees and as a strategy for both the brand of Rasamas and Ayamas to grow organically.

2.2 The uniqueness of the scheme lies in its concept which strives to spawn and develop entrepreneurial talent from among young intrapreneurs in a risk and return sharing dimension, who are willing to face the challenges of the ever-changing business environment.

2.3 The offer of a stake in the equity of the enterprise is anticipated to also provide intrapreneurs involved with the willingness to assume ownership risks while at the same time legitimizing their authority and empowering them to personally take charge and drive their respective businesses to success.

2.4 The Rasamas Intrapreneur Parties will be offered equity participation of up to 10% of the respective Rasamas Intrapreneur Companies subject to the terms of the SA.

3.0 INFORMATION ON THE INTRAPRENEUR COMPANIES

3.1 The Rasamas Intrapreneur Companies are private limited companies incorporated in Malaysia under the Companies Act 1965 with its registered office at Level 2, Persada Johor International Convention Centre, Jalan Abdullah Ibrahim, 80000 Johor Bahru, Johor.

3.2 The authorised share capital of each of the Rasamas Intrapreneur Companies is RM500,000 divided into 500,000 ordinary shares of RM1.00 each of which 200,000 ordinary shares have been issued and fully paid-up.

3.3 Rasamas Intrapreneur Companies operates the Rasamas restaurant. Rasamas restaurant operates a casual concept based on menu focusing around its popular trademark Roasters.

4.0 Effects of the SCHEME

4.1 Share Capital and Major Shareholders

The Scheme does not have any effect on the share capital of KFCH. The Scheme does not affect the shareholdings of the major shareholders of KFCH.

4.2 Earnings

The Scheme will not have any material effect on the earnings of the KFCH Group for the financial year ending 31 December 2010. Nevertheless, the Scheme is expected to contribute to the future earnings of the KFCH Group.

4.3 Net Assets

The Scheme will not have any material effect on the Net Assets of KFCH for the financial year ending 31 December 2010.

5.0 Approvals

5.1 The Scheme is not subject to the shareholders’ approvals.

6.0 Directors’ and SUBSTANTIAL shareholders’ interests

6.1 None of the Directors and substantial shareholders of KFCH and persons connected to the Directors and/or substantial shareholders of KFCH have any interest, direct or indirect, in the Scheme.

2014, Bursa Malaysia Berhad. All Rights Reserved.



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