News

Contents :

Introduction

The Board of Directors of Rimbunan Sawit Berhad ("RSB" or "the Company") wishes to announce on the following related party transactions entered into between the wholly owned subsidiaries of RSB, R.H. Plantation Sdn Bhd (“RHP”) and Timrest Sdn Bhd (“TR”), and the following related parties :-

Name of Related Party	Nature of Transaction	Amount of Transaction (RM)
(1) Baram Trading Sdn Bhd (2) Jayamax Plantation Sdn Bhd (3) Nescaya Palma Sdn Bhd (4) PJP Pelita Lundu Plantation Sdn Bhd (collectively known as “the purchasers”)	} } Sales of estate vehicles } and machineries }	156,100 42,000 30,000 100,000
(5) Caiyuan Corporation Sdn Bhd (6) Gunong Mulu Lumber Development Co Sdn Bhd (7) Kendaie Oil Palm Plantation Sdn Bhd (8) Ladang Hijau (Sarawak) Sdn Bhd (9) Saforin Sdn Bhd (10) Tiong Toh Siong & Sons Sdn Bhd (collectively known as “the vendors”)	} } } Purchases of estate } vehicles and } machineries } } }	173,434 400,000 10,000 135,000 50,000 100,000
	Total	1,196,534

Rationale for the transactions

The sales and purchases of estate vehicles and machineries are carried out to reallocate the resources for the needs of the estate operation of RHP and TR.

Details of the transaction prices

The transaction prices of the sales and purchases of estate vehicles and machineries were agreed based on the market value provided by independent second hand car dealers in Sibu, Sarawak and were based on a willing buyer and willing seller basis after taking into consideration inter alia, the original costs and the condition of the estate vehicles and machineries.

The effect of the transactions on the earnings per share, net assets per share, gearing, share capital and substantial shareholders' shareholding of RSB

The transactions have no material effect to the earnings per share, net assets per share, gearing, share capital and substantial shareholders' shareholding of RSB.

The expected gains or losses arising from the sales of estate vehicles and machineries

The total expected gains arising from the sales of estate vehicles and machineries are RM92,517.

Application of sales proceeds

The sales considerations are to be fully satisfied by the purchasers in cash. The sales proceeds shall be used as working capital of the RSB Group.

Background information of the purchasers

Baram Trading Sdn Bhd (“BTSB”) was incorporated on 25 July 1980 under the Companies Act, 1965 to undertake the business of oil palm plantation. Both the authorised share capital and issued and paid-up share capital of BTSB as at 4 April 2007 stood at RM5,000,000.

Jayamax Plantation Sdn Bhd (“JPSB”) was incorporated on 6 October 1994 under the Companies Act, 1965 to undertake the business of cultivation of oil palm. Both the authorised share capital and issued and paid-up share capital of JPSB as at 4 April 2007 stood at RM5,000,000.

Nescaya Palma Sdn Bhd (“NPSB”) was incorporated on 18 May 1999 under the Companies Act, 1965 to undertake the business of oil palm plantation. The authorised share capital and issued and paid-up share capital of NPSB as at 4 April 2007 stood at RM5,000,000 and RM2,500,000 respectively.

PJP Pelita Lundu Plantation Sdn Bhd (“PJP”) was incorporated on 12 August 1998 under the Companies Act, 1965 to undertake the business of cultivation of oil palm. The authorised share capital and issued and paid-up share capital of PJP as at 4 April 2007 stood at RM20,000,000 and RM6,048,000 respectively.

Particulars of all liabilities to be assumed by the purchasers arising from the sales of estate vehicles and machineries

There is no liability to be assumed by the purchasers arising from the sales of estate vehicles and machineries.

The original costs of the estate vehicles and machineries to RSB Group and dates of the acquisition of the estate vehicles and machineries

The original costs of the estate vehicles and machineries to RSB Group and dates of the acquisition of the estate vehicles and machineries are as outlined in Appendix 1 attached.

Source of funding for the purchases of estate vehicles and machineries

The purchase considerations shall be fully satisfied in cash by utilising internal generated fund of RSB Group.

Background information of the vendors

Caiyuan Corporation Sdn Bhd (“CCSB”) was incorporated on 14 August 2003 under the Companies Act, 1965 to carry out the business as plantation contractor. Both the authorised share capital and issued and paid-up share capital of CCSB as at 4 April 2007 stood at RM100,000.

Gunong Mulu Lumber Development Co Sdn Bhd (“GMLD”) was incorporated on 26 December 1977 under the Companies Act, 1965 to undertake the business of timber extraction. Both the authorised share capital and issued and paid-up share capital of GMLD as at 4 April 2007 stood at RM1,000,000.

Kendaie Oil Palm Plantation Sdn Bhd (“KOPP”) was incorporated on 12 August 1998 under the Companies Act, 1965 to undertake the business of letting of equipment. Both the authorised share capital and issued and paid-up share capital of KOPP as at 4 April 2007 stood at RM1,000,000.

Ladang Hijau (Sarawak) Sdn Bhd (“LHS”) was incorporated on 26 March 1985 under the Companies Act, 1965 to carry out the business as plantation contractor. The authorised share capital and issued and paid-up share capital of LHS as at 4 April 2007 stood at RM5,000,000 and RM4,300,000 respectively.

Saforin Sdn Bhd (“SSB”) was incorporated on 18 October 1979 under the Companies Act, 1965 to undertake the business of extraction of timber. The authorised share capital and issued and paid-up share capital of SSB as at 4 April 2007 stood at RM2,000,000 and RM100,000 respectively.

Tiong Toh Siong & Sons Sdn Bhd (“TTSS”) was incorporated on 11 February 1974 under the Companies Act , 1965 to undertake the business of oil palm plantation, timber extraction, equipment rental, investment holding and operation in agriculture business. The authorised share capital and issued and paid-up share capital of TTSS as at 4 April 2007 stood at RM5,000,000 and RM3,000,000 respectively.

Particulars of all liabilities, including contingent liabilities and guarantees to be assumed by RSB arising from the purchases of estate vehicles and machineries

There is no liability, including contingent liability and guarantee to be assumed by RSB arising from the purchases of estate vehicles and machineries.

The original costs of the estate vehicles and machineries to the vendors and dates of the acquisition of the estate vehicles and machineries

The original costs of the estate vehicles and machineries to the vendors and dates of the acquisition of the estate vehicles and machineries are as outlined in Appendix 2 attached.

Whether the transactions are subject to the approval of shareholders and the relevant government authorities

The transactions are not subject to the approval of shareholders and the relevant government authorities.

The nature and extent of the interests of the interested directors and major shareholders

Tan Sri Datuk Diong Hiew King @ Tiong Hiew King, the directors of RHP and TR, is also the major shareholders of the purchasers and vendors by virtue of his direct/indirect interests in the purchasers and vendors pursuant to Section 6A of the Companies Act, 1965. He is also directors of GMLD, TTSS, LHS and BTSB.

Datuk Tiong Thai King, the directors of RHP and TR, is also a director and major shareholder of CCSB. He is also the directors of GMLD, KOPP, TTSS, LHS, NPSB, PJP and JPSB.

Tiong Kiong King, the director of TR, is also the directors of PJP and JPSB. He is also a major shareholder of LHS and a shareholder of SSB.

The salient features of the agreements and the time and place where the documents may be inspected

There is no formal agreement pertaining to the transactions.

The date on which the terms of the transactions were agreed upon

The terms of the transactions were agreed upon on 4 April 2007.

The estimated time frame for the completion of the transactions

The transactions were estimated to be completed by 30 April 2007.

Prospects and risk factors

The purchases will enable the Company to improve the efficiency of the estates operation.

The Board does not foresee any specific risks to be associated with the purchases, apart from the general risks which exists within the operation of oil palm estates.

Statement by Directors

The Board of Directors of RSB, saved for Tan Sri Datuk Diong Hiew King @ Tiong Hiew King and Tiong Kiong King, having considered all aspects of the transactions is of the opinion that the transactions are in the best interest of the Company and not to the detriment of the minority shareholders.

Remarks:

The Appendices 1 and 2 referred to in our earlier announcement with reference CC-070403-40578 are attached in this amended announcement.