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

BackMay 10, 2011
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
Description Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce on the recurrent related party transaction of a revenue and/or trading nature (“RRPT”) entered into between RSB Group and its related parties.

Introduction

RSB wishes to announce on the following RRPTs entered into between RSB Group and the following related parties :-

Name of Related Parties Nature of RRPTs Amount of RRPTs
(RM)
R.H. Selangau Palm Oil Mill Sdn Bhd ("RHSPOM") Sales of FFB 1,036,185.61
RH Lundu Palm Oil Mill Sdn Bhd ("RHLPOM") Sales of FFB 4,013,315.30
Sinar Tiasa Sdn Bhd
("SINAR TIASA")
Land Development, Field Maintenance and Management Charges 1,989,817.68
Rejang Green Agriculture Supplies Sdn Bhd ("RGAS") Purchase of fertilizer and chemicals 1,986,677.28

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 2011.

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 RHLPOM, RHSPOM, SINAR TIASA and RGAS 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, shorter delivery time and reliability in source of materials, goods and services. The RRPTs met the business needs of RSB Group at the best possible terms. By transacting with RHLPOM, RHSPOM, SINAR TIASA and RGAS, RSB Group would have an advantage of familiarity with the background, financial well-being and management of RHLPOM, RHSPOM, SINAR TIASA and RGAS, thus enabling more informed commercial decisions to be made. In dealings with them, RSB Group, RHLPOM, RHSPOM, SINAR TIASA and RGAS 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 RHLPOM, RHSPOM and RGAS by virtue of his substantial equity interest in RHLPOM, RHSPOM and RGAS. He is also deemed interested in the transactions by virtue of his substantial equity interest in SINAR TIASA pursuant to Section 6A of the Companies Act 1965.

Mr. Tiong Chiong Ong, the director of RSB, is also a shareholder of RHLPOM, RHSPOM, SINAR TIASA and RGAS.

Mr. Tiong Kiong King and Mr. Tiong Chiong Ie, the directors of RSB, are also a shareholder of RHSPOM, RHLPOM, SINAR TIASA and RGAS.

Teck Sing Lik Enterprise Sdn. Bhd., Tiong Toh Siong Enterprises Sdn. Bhd. and Tiong Toh Siong Holdings Sdn. Bhd., the major shareholders of RSB, are also the shareholders of RHLPOM and RHSPOM. Teck Sing Lik Enterprise Sdn. Bhd. and Tiong Toh Siong Enterprises Sdn. Bhd. are also the shareholders of SINAR TIASA. Pemandangan Jauh Plantation Sdn Bhd, a major shareholder of RSB, is deemed interested in the transactions by virtue of its substantial equity interest in RGAS.

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. Shareholders ratification for the RRPTs has been obtained at the Company's annual general meeting held on 9 May 2011.

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, is 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 10 May 2011  
Category General Announcement
Reference No CCS-110510-4AE95