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Transactions (Chapter 10 Of Listing Requirements):Recurrent Related Party Transactions

BackSep 25, 2012
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
Description ANNOUNCEMENT ON RECURRENT RELATED PARTY TRANSACTION
Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce on the following recurrent related party transaction of a revenue and/or trading nature (“RRPTs”) entered into between RSB Group and its related parties:
Name of Related Parties Nature of RRPTs
Amount of RRPTs
(RM)
Perindustrian Jaya Tiasa Sdn. Bhd. (“PJT”) Purchase of Plant and Machinery
1,065,000.00
Sri Idaria Plantation Sdn. Bhd. (“SIPSB”) Purchase of Plant and Machinery
93,799.96

The above amount of which by way of aggregation, have exceeded the prescribed limit of RM1 million in respect of recurrent transactions entered into as at 31 August 2012.

Nature of RRPTs

The RRPTs entered into by RSB Group are in the ordinary course of business. It is a recurring transaction of a revenue and/or a trading nature which were occurred with some degree of frequency and arise at any time and from time to time. These RRPTs may be constrained by the time-sensitive nature and confidentiality of such transaction made on an arm's length basis and on normal commercial terms which are not prejudicial to the interest of the minority shareholders and are on terms not more favourable to PJT and SIPSB than those generally available to the public and are not detrimental to the interest of the minority shareholders.

Rationale of RRPTs

The rationale for RSB Group to enter into the RRPTs are to take advantage of efficiencies in business dealings, in particular competitive prices and shorter delivery time. The RRPTs met the business needs of RSB Group at the best possible terms. By transacting with PJT and SIPSB, RSB Group would have an advantage of familiarity with the background, financial well-being and management of PJT and SIPSB, thus enabling more informed commercial decisions to be made. In dealings with them, RSB Group, PJT and SIPSB have a good understanding of each other’s business needs thus providing a platform where all parties can benefit from conducting the RRPTs.

These would ultimately benefit the RSB Group and the shareholders by enhancing profitability and returns on shareholders’ funds.

Effect of RRPTs on RSB Group

The RRPTs are not expected to have any significant effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of RSB.

The nature and extent of the interests of the interested directors and major shareholders

Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King, the director and major shareholder of RSB, is also a director and shareholder of PJT and SIPSB by virtue of his substantial equity interest in PJT and SIPSB.

Mr. Tiong Kiong King and Mr. Tiong Chiong Ong, the directors of RSB, are also the shareholder of PJT and SIPSB.

Pertumbuhan Hijau Southeast Asia Sdn. Bhd. and Tiong Toh Siong Holdings Sdn. Bhd., the major shareholders of RSB, are also the shareholders of PJT.

Tiong Toh Siong Enterprises Sdn. Bhd., the shareholder of RSB, is also the shareholder of SIPSB.

Teck Sing Lik Enterprise Sdn. Bhd. and Pertumbuhan Abadi Asia Sdn. Bhd., the major shareholders of RSB, are also the shareholders of SIPSB and PJT.

Mr. Tiong Chiong Ie is the Director of RSB. He’s also deemed interested in the transactions by virtue of his family relationships with Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King, Mr. Tiong Kiong King and Mr. Tiong Chiong Ong.

Whether the RRPTs are subject to the approval of shareholders and the relevant government authorities

The RRPTs are not subject to the approval of the relevant government authorities.

Statement by Directors

The directors, saved for Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King, Tiong Kiong King, Tiong Chiong Ong and Tiong Chiong Ie, having considered all aspects of the RRPTs, are in the opinion that the RRPTs are in the best interests of the Company and not detrimental to the interests of the minority shareholders.

Statement by Audit Committee

The Audit Committee having considered the rationale for the RRPTs and all aspects of the RRPTs, was of the view that the RRPTs are in the best interests of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interests of the minority shareholders as the RRPTs were entered into in the ordinary course of business on normal commercial terms which are not more favourable to the related parties than those generally available to the public.

 


Announcement Info

Company Name RIMBUNAN SAWIT BERHAD  
Stock Name RSAWIT    
Date Announced 25 Sept 2012  
Category General Announcement
Reference No CC-120924-FD254