Consortium Zenith - whose chairman Datuk Zarul Ahmad Mohd Zulkifli is also Voir’s chairman and substantial shareholder (with a 43.4% stake) - was awarded contracts worth RM6.34bil by the Penang government in 2013.
Under the mega infrastructure project, Consortium Zenith will design and build a 7.2km undersea tunnel linking Penang island to the mainland and three roads, after which it will also operate and maintain the tolled tunnel for at least 30 years.
In a filing with Bursa Malaysia, Voir (renamed Vertice Bhd in December 2017, subsequent to this report) proposed to subscribe to new shares comprising 13.21% equity interest in Consortium Zenith for RM9.86mil in cash.
The board had appointed BDO Capital Consultants Sdn Bhd as the independent adviser to advise shareholders of Voir who have no self interest in the deal.
On Consortium Zenith’s prospects, Voir said the mega infrastructure project would keep it occupied for the next 10 years, subject to finalising the terms and conditions with the Penang state government.
The group expects the construction, property development, property investment, infrastructure projects and toll concession businesses to grow and possibly in the future contribute 25% or more of group’s net profit and/or result in a diversion of more than 25% of the group’s net assets.
Voir also proposed on Wednesday to dispose of its unisex fashion brands via the sale of its entire equity interest in wholly-owned casual wear retailer Applemints Apparels Sdn Bhd to TDST Sdn Bhd (a licensee of the Tangs retailer brand in Malaysia) for RM21mil in cash.
It said this proposed disposal, which would give it a gain of RM0.7mil, was in view of the company's lack of expert resources and creative team to grow the business in male apparels, footwear and accessories.
The group will continue its fashion retailing business but by focusing on ladies apparels and accessories. Its 100% owned subsidiary Kumpulan Voir Sdn Bhd has been in the ladies fashion retailing business for more than 20 years in Malaysia, carrying local brands such as Voir and South China Sea that are targeted at the middle-class female segment.
The proceeds from the disposal would be used to repay bank borrowings (the group’s borrowing excluding Applemint Apparels’ was about RM8.74mil) and for general corporate and working capital.
Voir is also proposing to change the company’s name from Voir Holdings Bhd to Vertice Bhd and to set up a share issuance scheme of up to 15% of its issued share capital (excluding treasury shares).
The SIS options will be given to director(s) and/or employee(s) of the group who meet the criteria of eligibility for participation in the SIS.
Voir said its board expected the proposals to be completed by end of this year (Dec 31).