| Type | Announcement |
| Subject | ACQUISITIONS OF 100% EQUITY INTEREST IN LUMIERA ENTERPRISE SDN. BHD. AND 85% EQUITY INTEREST IN WOODIJAYA SDN. BHD. ("WOODIJAYA") FOR AN AGGREGATE PURCHASE CONSIDERATION OF RM58,594,000.00 TO BE SATISFIED IN CASH ("ACQUISITIONS") |
| Contents | We refer to our announcements dated 31 July 2009 in relation to the Acquisitions which were completed on 22 December 2009. The Board of Directors of Rimbunan Sawit Berhad ("RSB" or the "Company"), wishes to announce that the Company had on 14 May 2010 entered into a deed of adherence with Woodijaya and the Sarawak State Financial Secretary ("SFS"). |
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We refer to our announcements dated 31 July 2009 in relation to the Acquisitions which were completed on 22 December 2009.
The Board of Directors of RSB, wishes to announce that the Company had on 14 May 2010 entered into a deed of adherence with Woodijaya and SFS (“Deed”). Pursuant to the Deed, RSB, which following the Acquisitions, holds 85% equity interest in Woodijaya, shall observe, perform and be bound by all the terms of the Shareholders Agreement dated 20 March 2006 executed by the then shareholders of Woodijaya (“SA”), which are capable of applying to RSB and which have not been performed at the date of the Deed, save for Clause 3 of the SA. Under Clause 3 of the SA, the A Shareholders jointly and severally warranted to SFS that the Recitals for the SA were true and correct in every particular (insofar as they related to Woodijaya) and that Woodijaya had never traded nor incurred any liabilities or obligations of any nature whatsoever other than its paid- up share capital and those imposed on Woodijaya by virtue of its incorporation and any changes in its officers and constitutions since its incorporation). Background of the Shareholders’ Agreement dated 20 March 2006 The SA was originally entered into between Woodijaya, SFS and the two (2) previous shareholders of Woodijaya, namely, Tchong Joon Thiam @ Chong Joon Thiam (W.N. KP. 590628-13-5289) and Wilian Yeo (W.N. KP. 770224-13-6187) (collectively, “A Shareholders”) on 20 March 2006, which sets out terms and condition to be observed by all the shareholders of Woodijaya. Subsequent to the transfer of the 85% equity interest in Woodijaya by the A Shareholders to Tumbuh Tiasa Enterprises Sdn. Bhd. (“Tumbuh Tiasa”), Tumbuh Tiasa had on 31 October 2007 entered into a deed of adherence to the Shareholders’ Agreement in place of the two (2) previous shareholders. Pursuant to the Acquisitions, RSB has completed the acquisition of the 85% equity interest in Woodijaya from Tumbuh Tiasa, and as such, is now required to enter into the Deed, in place of Tumbuh Tiasa in accordance with the terms of the SA. Salient Terms of the SA The SA was entered into between the A Shareholders, the SFS and Woodijaya for the purpose of developing two (2) parcels of lands described as Lot 1200 Puyut Land District situated at Bakong, Batang Baram, with an area of about 2,819 hectares and Lot 197 Teraja Land District, situated at Bakong, Batang Baram, with an area of about 2,181 hectares (“Lands”) into an integrated oil palm plantation complete with other ancillary facilities and services (hereinafter referred to as “Development”). The Development was to be carried out through Woodijaya which had been granted a Provisional Lease (“Lease”) in respect of the Lands for a term of sixty (60) years. The SA was to regulate and control the management and operations of Woodijaya and the Development and to set out the rights and obligations of the shareholders of Woodijaya. We set out below some of the salient terms and conditions of the SA:- 1. The shareholders shall co-operate so as to ensure that: (a) the business of Woodijaya shall be the Development of the Lands and business incidental thereto; (b) Woodijaya shall not engage in any business other than the business referred to in (a) above; and (c) the business referred to in (a) above shall be conducted in the best interest of Woodijaya on sound commercial profit-making principles so as to generate the maximum achievable profits available for distribution. 2. The parties shall procure that before any person (other than a person who is already a shareholder) is registered as a holder of any share in Woodijaya, such person shall enter into a Deed of Adherence covenanting with the parties to the SA from time to time to observe, perform and be bound by all the terms of the SA which are capable of applying to such person and which have not then been performed. Woodijaya shall not register any such person as the holder of any share until such a deed has been executed. Upon being so registered, that person shall be deemed to be a party to the SA. 3. Notwithstanding anything else contained in the SA or in the articles of association of Woodijaya, none of the shareholders shall transfer any of its shares for a period of five (5) years from the date of the SA without the prior written consent of the other shareholders. Financial Effects The execution by RSB of the Deed will not have any effects on the share capital, substantial shareholders’ shareholdings, earnings, net tangible assets and gearing of the Company. Approvals Required The execution by RSB of the Deed does not require any approval from the regulatory authorities or any other parties. Directors’ Statement After taking into consideration all aspects of the Deed and the SA, the Board of RSB is of the opinion that the execution of the Deed is fair and reasonable and is in the best interest of the Company. Directors’ and Major Shareholders’ Interests None of the Directors and major shareholders of RSB or persons connected with them have any interest, direct or indirect, in the execution of the Deed. Documents Available for Inspection The Deed and the SA will be available for inspection at the registered office of RSB situated at No. 85 & 86, Pusat Suria Permata, Jalan Upper Lanang 12A, 96000 Sibu, Sarawak during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 14 May 2010. |
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| Company Name | RIMBUNAN SAWIT BERHAD |
| Stock Name | RSAWIT |
| Date Announced | 14 May 2010 |
| Category | General Announcement |
| Reference No | CC-100514-54750 |