| 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 :-
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 March 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, TTSS, RGAS, ART, KUS, PJT, RHGT, SHG, CL, LHS and SIP 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, TTSS, RGAS, ART, KUS, PJT, RHGT, SHG, CL, LHS and SIP, RSB Group would have an advantage of familiarity with the background, financial well-being and management of RHLPOM, RHSPOM, SINAR TIASA, TTSS, RGAS, ART, KUS, PJT, RHGT, SHG, CL, LHS and SIP, thus enabling more informed commercial decisions to be made. In dealings with them, RSB Group, RHLPOM, RHSPOM, SINAR TIASA, TTSS, RGAS, ART, KUS, PJT, RHGT, SHG, CL, LHS and SIP 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, RGAS, ART, PJT, RHGT, SHG, CL, LHS and SIP by virtue of his substantial equity interest in RHLPOM, RHSPOM, RGAS, ART, PJT, RHGT, SHG, CL, LHS and SIP. He is also deemed interested in the transactions by virtue of his substantial equity interest in SINAR TIASA and KUS 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, RGAS, ART, KUS, PJT, RHGT, CL, LHS and SIP. He is also a director and shareholder of TTSS. Mr. Tiong Kiong King and Mr. Tiong Chiong Ie, the directors of RSB, are also a shareholder of RHSPOM, RHLPOM, SINAR TIASA, TTSS, RGAS, ART, KUS, PJT, RHGT, SHG, CL, LHS and SIP. 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, RHSPOM and KUS. 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. Teck Sing Lik Enterprise Sdn. Bhd. and Tiong Toh Siong Holdings Sdn. Bhd., the major shareholders of RSB, are also the shareholders of ART and SHG. 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. RSB has obtained from Bursa Malaysia Securities Berhad an extension of time to procure shareholders ratification for the RRPTs at the Company's next annual general meeting or extraordinary general meeting, whichever occurs first. 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. |
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Company Name | RIMBUNAN SAWIT BERHAD |
| Stock Name | RSAWIT |
| Date Announced | 14 Apr 2011 |
| Category | General Announcement |
| Reference No | CCS-110414-56377 |