News

1. INTRODUCTION

We refer to our announcement on 18 July 2017 on the execution of a Concession Agreement (“CA”) between the Government of Malaysia via Ministry of Home Affairs (“Government”) with Prestariang SKIN Sdn Bhd ("PSKIN"), a wholly-owned subsidiary of Prestariang Services Sdn Bhd (“PServices”), which in turn is a subsidiary of Prestariang, whereby PSKIN was granted the right and authority to undertake the planning, design, financing, development, customisation, supply, delivery, installation, configuration, integration, interfacing, testing and commissioning of an integrated and comprehensive core immigration system known as ‘Sistem Kawalan Imigresen Nasional’ (“SKIN”) and to carry out the maintenance services in accordance with the terms and subject to the conditions therein contained.

The Board of Directors of Prestariang (“Board”) is pleased to announce that on 5 December 2017:-

(a) PTECH, a wholly-owned subsidiary of PServices, has entered into a Memorandum of Agreement for the Development Phase (“MOA (DP)”) with INCS, a subsidiary of Imprimerie Nationale S.A. (“IN”), appointing INCS as its strategic technology partner to perform the works and services as more particularly described therein towards the implementation of SKIN upon the terms and subject to conditions therein contained; and

(b) PTECH has signed a letter of intent (“LOI”) with INCS to appoint INCS as its service provider to provide onshore and offshore maintenance services and to define the salient terms of the conditional Memorandum of Agreement for the Maintenance Services Phase (“MOA (MSP)”) upon the terms and subject to the conditions therein contained,

(collectively, the “Agreements”).

2. DETAILS OF THE AGREEMENT

2.1 BACKGROUND

As announced by the Company on 28 March 2017, Prestariang had entered into a Heads of Agreement (“HOA”) with Thales Communications & Security SAS and Thales Malaysia Sdn Bhd in respect of the proposed implementation of SKIN.

Groupe Imprimerie Nationale (“IN Group”) acquired the identity management business from Thales Group on 12 May 2017. The IN Group specialises in secure identity solutions and in the integration of electronic and biometrics in identity documents. It designs, develops and deploys identity management solutions encompassing the collection of biographic data from citizens, biometric enrolment, management of identity systems, including databases, production and personalisation of secure documents, identity control systems and user training.

INCS, a member of IN Group, has extensive experience, proven track record and the requisite skills, technology and resources in providing and supplying integrated information technology and other solutions including expertise and capabilities in systems integration, high-end server technology and proven solution frameworks for integrated immigration and border security control and management for projects of similar nature as SKIN.

Following the execution of the CA, PSKIN has on even date entered into a Master Development Agreement with PTECH, appointing PTECH as its subcontractor and system integrator to undertake the works and services as more particularly described therein towards the implementation of SKIN upon the terms and conditions therein contained. PTECH has the requisite skills and resources to provide integrated information technology and other solutions including expertise and capabilities in systems development and integration, enterprise computing and storage and project management.

2.2 SALIENT TERMS

(a) MOA (DP)

(i) Pursuant to the MOA (DP), PTECH has agreed to appoint INCS to plan, study, design, develop, customise, supply, deliver, install, configure, integrate/interface, test,           commission, support and provide warranty for the comprehensive and integrated solution for the specified modules as more particularly described in the MOA (DP) (“Service Provider’s Solution”) in accordance with the scope of works and upon the terms and conditions therein contained (“Works”).

(ii) The tenure of the MOA (DP) shall be 32 months from the date of commencement of the Works or any extended period thereof.

(iii) The contract price is €21,139,425 for offshore portion of the Works and RM4,355,483 for onshore portion of the Works.

(b) LOI

In conjunction with the execution of the MOA (DP), PTECH has signed the LOI with INCS to engage INCS to provide onshore and offshore maintenance services for the Service Provider’s Solution and to define the salient terms of the conditional MOA (MSP) to be entered into between the parties on or before 31 January 2018 or such extended date(s) as may be mutually agreed between the parties. These salient terms shall be incorporated into the MOA (MSP), subject to such changes as may be required pursuant to the terms of the CA (including the service level agreement thereunder) and as may be mutually agreed between the parties.

3. EFFECTS ON FINANCIAL, SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS

The Agreement will not have any effect on the share capital and substantial shareholders’ shareholding of Prestariang.

4. RISKS

The Agreements will be subjected to the usual project and termination risks. However, the Board and the management of Prestariang endeavour to take the necessary steps to minimise or mitigate any risks that may arise pursuant to the Agreements as and when it occurs.

5. DIRECTORS’ AND/OR SUBSTANTIAL SHAREHOLDERS’ INTEREST

None of the Directors and/or substantial shareholders or any person connected to the Directors and/or substantial shareholders of Prestariang has any interest, either direct or indirect in the Agreements.

6. DIRECTORS’ STATEMENT

The Board is of the opinion that the Agreements are in the best interest of Prestariang Group.

The announcement is dated 5 December 2017.