Proposed Renewal Of Shareholders' Mandate And Proposed New Shareholders' Mandate On Recurrent Related Party Transactions Of A Revenue Or Trading Nature (Tthe Proposals")
BackAug 30, 2002
| General Announcement Reference No RP-020830-39072 |
| Company Name | : | RELIANCE PACIFIC BERHAD |
| Stock Name | : | RPB |
| Date Announced | : | 30/08/2002 |
 |
|
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| Type | : | Announcement |
| Subject | : | PROPOSED RENEWAL OF SHAREHOLDERS' MANDATE AND PROPOSED NEW SHAREHOLDERS' MANDATE ON RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ("THE PROPOSALS") |
Contents :
At an AGM of the Company held on 27 September 2001, shareholders of RPB had approved a mandate for the Company and/or its subsidiaries to enter into RRPT with Related Party in the ordinary course of business made on an arm's length basis and on commercial terms which are not more favourable to the Related Party than those generally available to the public and are not detriment to the minority shareholders and which are necessary for RPB Group's day-to-day operations. The approval shall, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM which has been scheduled to be held on Thursday, 26 September 2002 unless the approval is renewed.
Paragraph 10.09 of the Listing Requirements allows the listed issuer to seek a mandate from its shareholders for recurrent related party transactions of a revenue or trading nature which are necessary for its day-to-day operations, are in the ordinary course of business, are on terms not more favourable to the related party than those generally available to the public and are not detrimental to the minority shareholders. The purpose of this Circular is to provide you with the relevant information on the Proposals and to seek your approval for the ordinary resolution relating to the Proposed Renewal of Shareholders' Mandate and Proposed New Shareholders' Mandate under the agenda of Special Business as set out in the 2002 Annual Report of RPB for the financial year ended 31 March 2002 to be tabled at the forthcoming AGM of the Company. A notice of the AGM together with the Form of Proxy is enclosed in the 2002 Annual Report of the Company.
1.0 DETAILS OF THE PROPOSALS
The Board proposes to seek approval from shareholders of RPB to allow the RPB Group, in the normal course of business, to enter into recurrent related party transactions of a revenue or trading nature provided that such transactions are made at arm's length, on the Group's normal commercial terms which are not more favourable to the Related Party than those generally available to the public and are not to the detriment of the minority shareholders. These include transactions such as those described in Section 2.1 below.
The principal activities of the Company are investment holding and provision of management services.
Its subsidiaries are principally involved in travel services, outbound and inbound tours, coach hire, travel franchise business, worldwide travel central reservation system and other travel related services, hotel and resort development and hotel management, operation of marina club including berthing facilities, diving and resort operation, advertising and media service, brochures and video production, marketing of computer hardware and software for business solutions, office services and administration, electronic commerce and investments in relation to electronic commerce.
1.1 Class and Nature of RRPT
The principal activities of the Company are investment holding and provision of management services.
Its subsidiaries are principally involved in travel services, outbound and inbound tours, coach hire, travel franchise business, worldwide travel central reservation system and other travel related services, hotel and resort development and hotel management, operation of marina club including berthing facilities, diving and resort operation, advertising and media service, brochures and video production, marketing of computer hardware and software for business solutions, office services and administration, electronic commerce and investments in relation to electronic commerce.
The Directors and substantial shareholders of RPB who are deemed interested in the RRPT hold the following ordinary shares of RM 1.00 each in RPB :-
|
Name
|
Shares Held (RM‘000)
|
%
|
||
| Direct | Indirect | Direct | Indirect | |
| Dato' Gan Eng Kwong |
182
|
47,393 (a) |
0.19
|
48.30
|
| Datin Irene Tan |
-
|
47,575 (a) |
-
|
48.49
|
Notes: (a) Deemed interest by virtue of Section 6(A) (4) of the Companies Act 1965 held through Reliance Holdings Sdn Bhd and nominees (Amsec Nominees (Tempatan) Sdn Bhd, HLB Nominees (Tempatan) Sdn Bhd, HSBC Nominees (Tempatan) Sdn Bhd and Mayban Nominees (Tempatan) Sdn Bhd).
(b) Dato' Gan Eng Kwong, the Chairman of RPB is an executive non-independent director of the Company. Datin Irene Tan, the Group Chief Executive Officer of RPB is an executive non- independent director of the Company.
The RRPT would apply to transactions with Related Party comprising of Directors, Major Shareholders or persons connected with such Directors or Major Shareholders of RPB and includes any person who is or was within the preceding 12 months of the date on which the terms of the transaction were agreed upon, a Director or Major Shareholder of RPB or any other company which is its subsidiary. The Related Party to the RRPT and the nature of the recurrent related party transactions are described below :
Existing Recurrent Related Party Transactions
|
Name of
Companies |
Principal Activities
|
Relationship
|
Nature of Transaction
|
Estimated values (RM)*
(27 Sept. 2002 - 30 Sept. 2003) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Overseas incorporated companies ? Reliance Tokyo Inc. (Incorporated in Japan) ? Reliance Travel Inc. (Incorporated in USA) ? Reliance Tours (UK) Limited (Incorporated in UK) ? Hotemart Europe Ltd (formerly known as Reliance Holidays (Asia) Limited) (Incorporated in UK) ? Reliance DMC (Canada) Inc. (Incorporated in Canada) ? Reliance Travel Pty Ltd (Incorporated in Australia) ? Jade Travel Limited (Incorporated in New Zealand) |
Travel Agent |
Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 1) |
Provision of tourism, leisure and hospitality services. |
20
10 15 15 10 15 - |
-
- - - - - 1,200 |
|
Name of
Companies |
Principal Activities
|
Relationship
|
Nature of Transaction
|
Estimated values (RM)*
(27 Sept. 2002 - 30 Sept. 2003) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPBGroup
(RM'000) |
||||
| Overseas incorporated companies ? Reliance Travel (Thailand) Ltd (Incorporated in Thailand) ? Reliance Holidays (Thailand) Ltd (Incorporated in Thailand) ? Reliance Travel (Hong Kong) Limited (Incorporated in Hong Kong) |
Travel Agent | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 2) |
Provision of tourism, leisure and hospitality services |
-
10 - |
1,000
- 30 |
| Overseas incorporated companies ? World.Net Services Ltd (Incorporated in Australia) |
Provision and sale of information technology and services | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 3) | Provision of internet based travel distribution & booking solutions. |
-
|
2,300
|
| Malaysian incorporated companies ? Hotemart Travel Services Sdn Bhd (140146H) |
Sale and marketing of hotel accommodations and representation of hotel chains | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of Hotel reservation facilities for hotelarrangement |
6,300
|
-
|
| Malaysian incorporated companies ? Relvest Management Services Sdn Bhd (100052H) |
Provision of secretarial and management services | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of secretarial and management services |
-
|
400
|
| Malaysian incorporated companies ? Reliance College Sdn Bhd (120103D) |
Provision of tertiary education and human resource training for the tourism industry | Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) |
Provision of tertiary education and human resource training for the tourism industry |
-
|
100
|
New Recurrent Related Party Transactions
|
Name of
Companies |
Principal Activities
|
Relationship
|
Nature of Transaction
|
Estimated values (RM)*
(27 Sept. 2002 - 30 Sept. 2003) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Overseas incorporated companies ? Australian Vacations Pty Ltd. (Incorporated in Australia) ? Japan Insight Travel Inc (Incorporated in Japan) |
Travel Agent Travel Agent |
Dato' Gan Eng Kwong is a director of Australian Vacations Pty Ltd and Datin Irene Tan is deemed interested under Section 122(A) of the Companies' Act 1965. Companies controlled by Dato' Gan Eng Kwong and Datin Irene Tan (Note 1) |
Provision of tourism, leisure and hospitality services Provision of tourism, leisure and hospitality services |
-
- |
4,000
3,000 |
* The estimated value is based on the business trend for the past years and in no circumstances reflect the actual amount that would eventually be transacted.
Note 1 Diamond Heritage (S) Pte Ltd ('DH') is the major shareholder of all the companies stated as below. DH is an investment holding company incorporated in Singapore.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in DH, they are deemed to be interested in the shares of the companies listed in Note 1 to the extent that DH has an interest in those companies
List of Companies held by DH % shareholdings held by DH
(a) Reliance Tokyo Inc 100
(b) Japan Insight Travel Inc 100
(c) Reliance Travel Inc 100
(d) Reliance Tours (UK) Limited 90
(e) Hotemart Europe Limited (formerly known as
Reliance Holidays (Asia) Limited) 95
(f) Reliance DMC (Canada) Inc 80
(g) Reliance Travel Pty Ltd 100
(h) Jade Travel Limited 49
Note 2 Sungei Mas Investment Ltd ('SMI') is the major shareholder of all the companies stated as below. SMI is an investment holding company incorporated in Hong Kong.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in SMI, they are deemed to be interested in the shares of the companies listed in Note 2 to the extent that SMI has an interest in those companies
List of Companies held by SMI % shareholdings held by SMI
(a) Reliance Travel (Thailand) Limited 49
(b) Reliance Holidays (Thailand) Limited 49
(c) Reliance Travel (Hong Kong) Limited 83
Note 3
Dato' Gan Eng Kwong is a major beneficial shareholder and director of Travel World Dot Net Sdn Bhd ("TWDN"). TWDN is incorporated in Malaysia and its principal activity is investment holding . TWDN hold 23.65% shares in World.Net Services Ltd ('WNS').
By virtue of the interest of Dato' Gan Eng Kwong in TWDN, Dato' is deemed to be interested in the shares of WNS .
Datin Irene Tan being a connected person to Dato' Gan Eng Kwong since she is the spouse to Dato' Gan Eng Kwong is deemed interested in the shares of TWDN to the extent that Dato' Gan Eng Kwong has an interest in TWDN. Note 4
Reliance Interconsortium Sdn Bhd ('RI') is the major shareholder of all the companies stated as below. RI is an investment holding company incorporated in Malaysia.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in RI, they are deemed to be interested in the shares of the companies listed in Note 4 to the extent that RI has an interest in those companies
Note 1 Diamond Heritage (S) Pte Ltd ('DH') is the major shareholder of all the companies stated as below. DH is an investment holding company incorporated in Singapore.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in DH, they are deemed to be interested in the shares of the companies listed in Note 1 to the extent that DH has an interest in those companies
List of Companies held by DH % shareholdings held by DH
(a) Reliance Tokyo Inc 100
(b) Japan Insight Travel Inc 100
(c) Reliance Travel Inc 100
(d) Reliance Tours (UK) Limited 90
(e) Hotemart Europe Limited (formerly known as
Reliance Holidays (Asia) Limited) 95
(f) Reliance DMC (Canada) Inc 80
(g) Reliance Travel Pty Ltd 100
(h) Jade Travel Limited 49
Note 2 Sungei Mas Investment Ltd ('SMI') is the major shareholder of all the companies stated as below. SMI is an investment holding company incorporated in Hong Kong.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in SMI, they are deemed to be interested in the shares of the companies listed in Note 2 to the extent that SMI has an interest in those companies
List of Companies held by SMI % shareholdings held by SMI
(a) Reliance Travel (Thailand) Limited 49
(b) Reliance Holidays (Thailand) Limited 49
(c) Reliance Travel (Hong Kong) Limited 83
Note 3
Dato' Gan Eng Kwong is a major beneficial shareholder and director of Travel World Dot Net Sdn Bhd ("TWDN"). TWDN is incorporated in Malaysia and its principal activity is investment holding . TWDN hold 23.65% shares in World.Net Services Ltd ('WNS').
By virtue of the interest of Dato' Gan Eng Kwong in TWDN, Dato' is deemed to be interested in the shares of WNS .
Datin Irene Tan being a connected person to Dato' Gan Eng Kwong since she is the spouse to Dato' Gan Eng Kwong is deemed interested in the shares of TWDN to the extent that Dato' Gan Eng Kwong has an interest in TWDN. Note 4
Reliance Interconsortium Sdn Bhd ('RI') is the major shareholder of all the companies stated as below. RI is an investment holding company incorporated in Malaysia.
By virtue of the interest of Dato' Gan Eng Kwong and Datin Irene Tan in RI, they are deemed to be interested in the shares of the companies listed in Note 4 to the extent that RI has an interest in those companies
List of Companies held by RI % shareholdings held by RI
(a) Hotemart Travel Services Sdn Bhd 100
(b) Relvest Management Services Sdn Bhd 100
(c) Reliance College Sdn Bhd 60 Dato' Gan Eng Kwong and Datin Irene Tan sit in the Board of DH and SMI. Dato' Gan Eng Kwong is a director of RI and TWDN. Their direct and indirect shareholdings are as follows:-
(b) Relvest Management Services Sdn Bhd 100
(c) Reliance College Sdn Bhd 60 Dato' Gan Eng Kwong and Datin Irene Tan sit in the Board of DH and SMI. Dato' Gan Eng Kwong is a director of RI and TWDN. Their direct and indirect shareholdings are as follows:-
|
DH
Direct % |
SMI
Direct % |
RI
Direct % |
TWDN
Indirect % |
| Dato' Gan Eng Kwong |
45
|
45
|
45
|
99
|
| Datin Irene Tan |
45
|
45
|
54
|
-
|
Dato' Gan Eng Kwong and Datin Irene Tan do not hold any indirect shares in DH, SMI and RI. Dato' Gan Eng Kwong is deemed interested (indirect) in TWDN shares held through its nominee, Amsec Nominees (Tempatan) Sdn Bhd. Datin Irene Tan who is deemed interested in shares of TWDN to the extent Dato' Gan Eng Kwong has interest in shares in TWDN by virtue of Section 122 (A) of the Companies Act, 1965 being the spouse of Dato' Gan Eng Kwong.
Both Dato' Gan Eng Kwong and Datin Irene Tan have abstained and will continue to abstain from Board deliberation and voting on the Proposals at the Board Meeting. They will also abstain from voting on the resolution approving the Proposals in respect of their direct and/or indirect shareholdings in RPB under ordinary resolution no: 6.2 in the AGM on 26 September 2002. Dato' Gan Eng Kwong and Datin Irene Tan have undertaken to ensure that persons connected with them namely Reliance Holdings Sdn Bhd and its nominees, Amsec Nominees (Tempatan) Sdn Bhd, HSBC Nominees (Tempatan) Sdn Bhd and Mayban Nominees (Tempatan) Sdn Bhd will abstain from voting on the ordinary resolution no: 6.2 at the AGM on 26 September 2002.
Save as disclosed above, none of the other directors and/or major shareholders or persons connected with a director or major shareholders have any interest, directly or indirectly in the Proposed Renewal of Shareholders' Mandate.
Both Dato' Gan Eng Kwong and Datin Irene Tan have abstained and will continue to abstain from Board deliberation and voting on the Proposals at the Board Meeting. They will also abstain from voting on the resolution approving the Proposals in respect of their direct and/or indirect shareholdings in RPB under ordinary resolution no: 6.2 in the AGM on 26 September 2002. Dato' Gan Eng Kwong and Datin Irene Tan have undertaken to ensure that persons connected with them namely Reliance Holdings Sdn Bhd and its nominees, Amsec Nominees (Tempatan) Sdn Bhd, HSBC Nominees (Tempatan) Sdn Bhd and Mayban Nominees (Tempatan) Sdn Bhd will abstain from voting on the ordinary resolution no: 6.2 at the AGM on 26 September 2002.
Save as disclosed above, none of the other directors and/or major shareholders or persons connected with a director or major shareholders have any interest, directly or indirectly in the Proposed Renewal of Shareholders' Mandate.
Bursa Announcement
