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

BackMay 14, 2012
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
Description RECURRENT RELATED PARTY TRANSACTIONS
Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce on the following recurrent related party transaction of a revenue and/or trading nature (“RRPT”) entered into between RSB Group and its related parties:
Name of Related Parties Nature of RRPTs
Amount of RRPTs
(RM)
Borneo Tunas Sdn. Bhd. (“BTSB”) Purchase of Plant and Machinery
22,500.00
Sri Idaria Plantation Sdn. Bhd. (“SIPSB”) Purchase of Plant and Machinery
817,840.00
Rimbunan Hijau General Trading Sdn. Bhd. (“RHGT”) Purchase of Plant and Machinery
404.25
Perindustrian Jaya Tiasa Sdn. Bhd. (“PJT”) Purchase of Plant and Machinery
196,399.97
Inter-Link Transport Sdn. Bhd. (“ILT”) Purchase of Plant and Machinery
260,000.00

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 30 April 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 BTSB, SIPSB, RHGT, PJT and ILT 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 BTSB, SIPSB, RHGT, PJT and ILT, RSB Group would have an advantage of familiarity with the background, financial well-being and management of BTSB, SIPSB, RHGT, PJT and ILT, thus enabling more informed commercial decisions to be made. In dealings with them, RSB Group, BTSB, SIPSB, RHGT, PJT and ILT 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 BTSB, SIPSB, RHGT and PJT by virtue of his substantial equity interest in BTSB, SIPSB, RHGT and PJT. He is also a shareholder of ILT by virtue of his substantial equity interest in ILT.

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

Tiong Toh Siong Holdings Sdn. Bhd., the major shareholder of RSB, is also the shareholder of BTSB and ILT.

Pertumbuhan Hijau Southeast Asia Sdn. Bhd., the major shareholder of RSB, is also the shareholder of SIPSB, RHGT and PJT.

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

Messrs. Tiong Kiong King, Tiong Chiong Ong and Tiong Chiong Ie are the Directors of RSB. They are deemed interested in the transactions by virtue of their family relationships with Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King.

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 14 May 2012  
Category General Announcement
Reference No CC-120511-2DE54