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Announcement On Recurrent Related Party Transaction

BackJan 10, 2011
Type Announcement
Subject ANNOUNCEMENT ON RECURRENT RELATED PARTY TRANSACTION
Contents Rimbunan Sawit Berhad (“RSB” or “the Company”) wishes to announce on the recurrent related party transaction of a revenue and/or trading nature (“RRPTs”) 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)
RH Lundu Palm Oil Mill Sdn. Bhd. (“RHLPOM”) Sales of Fresh Fruit Bunches 4,938,033.56
RH Selangau Palm Oil Mill Sdn. Bhd. (“RHSPOM”) Sales of Fresh Fruit Bunches 1,323,066.48
All-Round Tyres Sdn. Bhd. (“ART”) Purchase of spare parts and petrol, oil & lubricant 51,239.00
Kejuruteraan Utama Sentiasa Sdn. Bhd. (“KUS”) Purchase of spare parts and petrol, oil & lubricant 4,093.75
Luminous Cresent Sdn. Bhd. (“LCSB”) Purchase of spare parts and petrol, oil & lubricant 270.64
Perindustrian Jaya Tiasa Sdn. Bhd. (“PJT”) Purchase of spare parts and petrol, oil & lubricant 23.00
Rimbuhan Hijau General Trading Sdn. Bhd. (“RHGT”) Purchase of spare parts and petrol, oil & lubricant 1,090,159.51
Sin Hong Guan Sdn. Bhd. (“SHG”) Purchase of spare parts and petrol, oil & lubricant 47,228.60
Sinar Tiasa Sdn. Bhd. (“STSB”) Land Development, Field Maintenance and management charges 1,150,320.56
Tiong Toh Siong & Sons Sdn. Bhd. (“TTSS”) Purchase of Diesel 1,408,150.30
Rejang Green Agriculture Supplies Sdn. Bhd. (“RGAS”) Purchase of fertiliser and chemicals 2,277,420.26

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 December 2010.

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 not prejudicial to the interest of the shareholders and not more favourable to aforesaid related parties than those generally available to the public and is not detrimental to 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 the aforesaid related parties, RSB Group would have an advantage of familiarity with the background, financial well-being and management of the aforesaid related parties, thus enabling more informed commercial decisions to be made in dealings with them. RSB Group, the aforesaid related parties 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, ART, PJT and RHGT, by virtue of his substantial equity interests in RHLPOM, RHSPOM, ART, PJT and RHGT respectively.

Mr. Tiong Chiong Ong, the director of RSB, is also a shareholder of RHLPOM and PHSPOM. He is also a director of TTSS.

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 shareholders of RHLPOM and RHSPOM by virtue of their substantial equity interests in RHLPOM and RHSPOM respectively.

Tiong Toh Siong Holdings Sdn. Bhd., the major shareholder of RSB, is also shareholders of ART, RHGT and TTSS by virtue of its substantial equity interests in ART, RHGT and TTSS.

Tan Sri Datuk Sir Diong Hiew King @ Tiong Hiew King, the director and major shareholder of RSB has deemed interest in STSB, SHG, TTSS and RGAS pursuant to Section 6A of the Companies Act, 1965. He is also a director of SHG, TTSS and RGAS.

Teck Sing Lik Enterprise Sdn Bhd and Tiong Toh Siong Enterprises Sdn Bhd, the major shareholders of RSB, are also the shareholders of STSB by virtue of their substantial interests in STSB.

Pemandangan Jauh Plantation Sdn Bhd and Tiong Toh Siong Enterprises Sdn Bhd, the major shareholders of RSB, are also shareholders of RGAS by virtue of their substantial interests in RGAS.

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

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

The RRPTs are not subject to the approval of shareholders and 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, 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 the ordinary course of business on normal commercial terms which are not more favourable to the related party than those generally available to the public.

 


Announcement Info

Company Name RIMBUNAN SAWIT BERHAD  
Stock Name RSAWIT    
Date Announced 10 Jan 2011  
Category General Announcement
Reference No CCS-110110-DC0A8

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