A) Proposed Renewal Of Shareholders' Mandate Of Recurrent Related Party Transactions Of A Revenue Or Trading Nature ("The Proposal") B) Recommendation Of First And Final Dividend
BackJul 09, 2007
At the board of directors' meeting held today, the Board has proposed the following: A) Proposed Renewal of Shareholders' Mandate of Recurrent Related Party Transactions of a Revenue or Trading Nature ("The Proposal")
At an AGM of the Company held on 29 August 2006, the Company has obtained approval from its shareholders a mandate for the RPB Group 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 to the detriment of the minority shareholders and which are necessary for RPB Group's day-to-day operations. The approval will, in accordance with the Listing Requirements, lapse at the conclusion of the forthcoming AGM scheduled to be held on Thursday, 23 August 2007.
On 9 July 2007, the Company has announced to the Bursa Securities that the Board proposes to seek approval on the Proposal.
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, provided that the transactions 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 to the detriment of the minority shareholders.
The RRPT would apply to transactions entered into by RPB Group which involves the interest, direct or indirect of directors, major shareholders of the RPB Group or persons connected with such directors or major shareholders and includes any person who is or was within the preceding 12 months from the date on which the terms of the transaction were agreed upon, a director or major shareholder of RPB Group.
The purpose of this Circular is to provide you with the relevant information on the Proposal and to seek your approval for the ordinary resolution on the Proposal under the agenda of Special Business as set out in the 2007 Annual Report of the Company for the financial year ended 31 March 2007 which is to be tabled at the forthcoming AGM of the Company. A notice of the AGM together with the Form of Proxy are enclosed in the 2007 Annual Report of the Company.
On 9 July 2007, the Company has announced to the Bursa Securities that the Board proposes to seek approval on the Proposal.
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, provided that the transactions 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 to the detriment of the minority shareholders.
The RRPT would apply to transactions entered into by RPB Group which involves the interest, direct or indirect of directors, major shareholders of the RPB Group or persons connected with such directors or major shareholders and includes any person who is or was within the preceding 12 months from the date on which the terms of the transaction were agreed upon, a director or major shareholder of RPB Group.
The purpose of this Circular is to provide you with the relevant information on the Proposal and to seek your approval for the ordinary resolution on the Proposal under the agenda of Special Business as set out in the 2007 Annual Report of the Company for the financial year ended 31 March 2007 which is to be tabled at the forthcoming AGM of the Company. A notice of the AGM together with the Form of Proxy are enclosed in the 2007 Annual Report of the Company.
The Board proposes to seek approval from the shareholders of the Company to allow the RPB Group, in its 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 RPB 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 shall include transactions such as those described in Section 1.1 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, 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, office services and administration, electronic commerce and investments in relation to electronic commerce.
The Related Party to the RRPT and the nature of the RRPT are described below:
Existing Recurrent Related Party Transactions
|
Name of
Companies |
Principal Activities
|
Interested Directors/Major Shareholders and persons connected to them
|
Nature of Transaction
|
Estimated values (RM)*
(23 Aug. 2007 - 30 Sept 2008) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Overseas incorporated companies ? Australian Vacations Tokyo Co Ltd (Incorporated in Japan) |
Travel Agent | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 1) |
Provision of tourism, leisure and hospitality services. |
20
|
 |
| ? Reliance Tours (UK) Limited (Incorporated in UK) |
|
|
|
10
|
|
| ? Vacation Europa Ltd (formerly known as Hotemart Europe Ltd) (Incorporated in UK) |
|
|
|
40
|
|
| ? Reliance Travel Pty Ltd (Incorporated in Australia) |
|
|
|
10
|
|
| ? Jade Travel Limited (Incorporated in New Zealand) |
|
|
|
|
10
|
| ? Japan Insight Travel Inc (Incorporated in Japan) |
|
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 2) |
|
150
|
780
|
| ? Australian Vacations Pty Ltd. (Incorporated in Australia) |
|
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 3) |
|
|
2,610
|
|
Name of
Companies |
Principal Activities
|
Interested Directors/Major Shareholders and persons connected to them
|
Nature of Transaction
|
Estimated values (RM)*
(23 Aug. 2007 - 30 Sept 2008)
|
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Overseas incorporated companies ? Reliance Travel (Thailand) Ltd (Incorporated in Thailand) |
Travel Agent | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 4) |
Provision of tourism, leisure and hospitality services |
10
|
|
| ? Reliance Holidays (Thailand) Ltd (Incorporated in Thailand) |
|
|
|
100
|
|
| ? Reliance Travel (Hong Kong) Limited (Incorporated in Hong Kong) |
|
|
|
|
10
|
| ? Hotemart International Limited (Incorporated in Hong Kong) |
|
|
|
800
|
|
| ? Hotemart International (Labuan) Limited (Offshore company incorporated in Labuan) |
Provision of travel services and tours and other related services | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 4) |
Provision of Travel services and tours and other related services |
10
|
|
| ? Vacation Asia (Thailand) Ltd (Incorporated in Thailand) | |
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 5) |
|
|
140
|
| ? Vacation Asia (HK) Limited (Incorporated in Hong Kong) |
|
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 6) |
|
20
|
570
|
|
Name of
Companies |
Principal Activities
|
Interested Directors/Major Shareholders and persons connected to them |
Nature of Transaction
|
Estimated values (RM)*
(23 Aug. 2007 - 30 Sept 2008)
|
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Malaysian incorporated companies | |
|
|
|
|
| ? Hotemart Travel Services Sdn Bhd (140146 H) | Sale and marketing of hotel accommodations and representation of hotel chains |
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 7) |
Provision of Hotel reservation facilities for hotel arrangement |
6,820
|
2,150
|
| ? Hotemart Travel Services Sdn Bhd (140146 H) | Sale and marketing of hotel accommodations and representation of hotel chains | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 7) |
Provision of office space |
270
|
|
| ? Relvest Management Services Sdn Bhd (100052 H) |
Provision of secretarial and management services | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 7) |
Provision of secretarial and management services | |
300
|
| ? Hotemart On-Line Sdn Bhd (669271 P) |
Provision of travel services and tours and other related services | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 7) |
Provision of travel services and tours and other related services |
230
|
7,080
|
| ? Reliance College Sdn Bhd (120103 D) |
Provision of tertiary education and human resource training for the tourism industry | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 7) |
Provision of tertiary education and human resource training for the tourism industry |
10
|
|
| ? Reliance Computer Centre Sdn Bhd (78576 U) |
Provision of marketing of computer hardware and software for business solutions | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 8) |
Provision of marketing of computer hardware and software for business solutions |
40
|
1,500
|
| ? Reliance Computer Centre Sdn Bhd(78576 U) | Provision of marketing of computer hardware and software for business solutions | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 8) |
Provision of office space |
70
|
|
|
Name of
Companies |
Principal Activities |
Interested Directors/Major Shareholders and persons connected to them |
Nature of Transaction
|
Estimated values (RM)*
(23 Aug. 2007 - 30 Sept 2008)
|
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Malaysian incorporated companies | |
|
|
|
|
| ? World Net Services Sdn Bhd (525674 H) | Systems integration, multimedia, information technology consultant | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 9) |
Provision of office space |
180
|
|
| ? World Net Services Sdn Bhd (525674 H) | Systems integration, multimedia, nformation technology consultant | Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong (Note 9) |
Provision of ticketing services |
30
|
30
|
| ? Travel Save & Tours Sdn Bhd (115439 H) | Provision of tour operator and travel agent | Thong Swe Cheong (Note 10) |
Provision of tour operator and travel agent |
70
|
12,300
|
|
|
|
TOTAL
|
8,890
|
27,480
|
* The estimated value is based on the business trend for the past years and in no circumstance reflect the actual amount that would eventually be transacted. The actual amount transacted will be disclosed in the annual report.
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.
Dato' Gan Eng Kwong and Datin Irene Tan are directors and shareholders of DH. They each hold directly 45% of the shares in DH. Thong Swe Cheong is a director in DH and holds directly 10% of shares in DH.
By virtue of the interest of Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong in DH, they are deemed to be interested in the shares of the companies listed below to the extent of DH's shareholdings in those companies
List of Companies % of shareholdings held by DH
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.
Dato' Gan Eng Kwong and Datin Irene Tan are directors and shareholders of DH. They each hold directly 45% of the shares in DH. Thong Swe Cheong is a director in DH and holds directly 10% of shares in DH.
By virtue of the interest of Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong in DH, they are deemed to be interested in the shares of the companies listed below to the extent of DH's shareholdings in those companies
(a) Australian Vacations Tokyo Co Ltd 100
(b) Reliance Tours (UK) Limited 94
(c) Vacation Europa Ltd (formerly known as Hotemart Europe Limited) 95
(d) Reliance Travel Pty Ltd 100
(e) Jade Travel Limited 49
Note 2
DH holds 100% of the shares of Japan Insight Travel Inc through DH's wholly-owned subsidiary, Australian Vacations Tokyo Co Ltd ("AVTYO"). AVTYO is a travel company and incorporated in Japan.
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong are directors and shareholders of DH as described in Note 1 above.
Note 3
Dato' Gan Eng Kwong and Thong Swe Cheong are directors of Australian Vacations Pty Ltd.
Datin Irene Tan is deemed to have an interest by virtue of being a person connected to Dato' Gan Eng Kwong under Section 122A of the Companies' Act 1965.
Note 4
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.
Dato' Gan Eng Kwong and Datin Irene Tan are directors and shareholders of SMI. They each hold directly 45% of the shares in SMI. Thong Swe Cheong is a director in SMI and holds directly 10% shares in SMI.
By virtue of the interest of Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong in SMI, they are deemed to be interested in the shares of the companies listed below to the extent of SMI's shareholdings in those companies
List of Companies % of shareholdings held by SMI
(a) Reliance Travel (Thailand) Limited 49
(b) Reliance Holidays (Thailand) Limited 49
(c) Reliance Travel (Hong Kong) Limited 83
(d) Hotemart International Limited 99
(e) Hotemart International (Labuan) Limited 100
Note 5
DH holds 49% of the shares of Vacation Asia (Thailand) Ltd through DH's wholly-owned subsidiary, Vacation Asia Holdings (S) Pte Ltd ("VAH"). VAH is an investment holding company incorporated in Singapore.
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong are directors and shareholders of DH as described in Note 1 above. Note 6
Vacation Asia (HK) Limited ("VAHK") is a wholly-owned subsidiary of Vacation Asia Holdings (S) Pte Ltd. The latter company is wholly owned by DH of which Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong are shareholders as described in Note 1 above. Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong are deemed to have an interest in VAHK to the extent of DH's shareholdings in VAHK.
Note 7
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.
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong are directors and shareholders of RI. Dato' Gan holds directly 45% of the shares in RI, Datin Irene Tan holds directly 54% of the shares in RI and Thong Swe Cheong holds 1% of the shares in RI.
By virtue of the interest of Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong in RI, they are deemed to be interested in the shares of the companies listed below to the extent of RI's shareholdings in those companies
List of Companies % of shareholdings held by RI
(a) Hotemart Travel Services Sdn Bhd 100
(b) Relvest Management Services Sdn Bhd 100
(c) Reliance College Sdn Bhd 60
(d) Hotemart On-Line Sdn Bhd 100
Note 8
RCC is a subsidiary company of ISB. RPB holds 18.98% shares in ISB through its wholly owned subsidiary companies, Xplonet Capital Sdn Bhd (506233 P) (14.81%) and RPB Capital Holdings Sdn Bhd (430774 H) (4.17%).
Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong who are substantial shareholders of RPB, are deemed to have an interest in the shares of ISB to the extent of RPB's interest in the shares in ISB by virtue of Section 122A(3) of the Companies' Act, 1965.
Note 9
World Net Services Sdn Bhd (525674 H) is wholly-owned subsidiary of World.Net Services Ltd ("WNS").
Travel World Dot Net Sdn Bhd ("TWDN") is incorporated in Malaysia and its principal activity is investment holding. TWDN holds 19.67% shares in WNS.
Dato' Gan Eng Kwong is a director of TWDN.Dato' Gan has an indirect interest of 99.9% in TWDN's shares through its nominee, Amsec Nominees (Tempatan) Sdn Bhd. Datin Irene Tan is deemed to have an interest in shares of TWDN to the extent of Dato' Gan's interest in the shares in TWDN by virtue of Section 122A of the Companies' Act, 1965.
By virtue of the interest of Dato' Gan Eng Kwong in TWDN, Dato' Gan is deemed to have an interest in the shares of WNS whereas Datin Irene Tan is deemed to have an interest by virtue of being a person connected to Dato' Gan pursuant to Section 122A of the Companies' Act 1965.
Thong Swe Cheong is also a director and shareholder in TWDN. Mr Thong has an indirect interest of 0.01% in TWDN's shares held through its nominee, Amsec Nominees (Tempatan) Sdn Bhd. By virtue of Mr Thong's interest in TWDN, Mr Thong is deemed to have an interest in the shares of WNS.
Note 10
Public Holidays Holdings Sdn Bhd (143558 A) ("PHH") is an investment holding company incorporated in Malaysia. PHH hold 100% shares in Travel Save & Tours Sdn Bhd ("TST").
Thong Swe Cheong is a shareholder of PHH and holds directly 50% of the shares in PHH. By virtue of Mr Thong's interest in PHH, Mr Thong is deemed to have an interest in the shares of TST.
Both Dato' Gan Eng Kwong and Datin Irene Tan have abstained and will continue to abstain from Board deliberation and voting on the Proposal at the board meeting. Dato' Gan Eng Kwong, Datin Irene Tan and Thong Swe Cheong will abstain from voting on the resolution approving the Proposal in respect of their direct and/or indirect shareholdings in the Company under Ordinary Resolution No. 10 in the AGM on 23 August 2007. Dato' Gan Eng Kwong, 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, HLB Nominees (Tempatan) Sdn Bhd, Mayban Nominees (Tempatan) Sdn Bhd, CIMB Group Nominees (Tempatan) Sdn Bhd, Alliance Group Nominees (Tempatan) Sdn Bhd and CIMSEC Nominees (Tempatan) Sdn Bhd will abstain from voting in respect of their direct and indirect shareholdings on the Ordinary Resolution No. 10 at the AGM on 23 August 2007.
Thong Swe Cheong has undertaken to ensure that person connected with him held through his spouse, Teh Chye Hoon and their nominees namely AmBank (M) Berhad, CIMSEC Nominees (Tempatan) Sdn Bhd, AIBB Nominees (Tempatan) Sdn Bhd, Citigroup Nominees (Tempatan) Sdn Bhd and RHB Nominees (Tempatan) Sdn Bhd will abstain from voting in respect of their direct and indirect shareholdings on the Ordinary Resolution No. 10 at the AGM on 23 August 2007.
The Directors and the major shareholders of the Company who are deemed to have an interest in the RRPT have an interest in the following ordinary shares of RM 1.00 each in the Company as of 21 June 2007:-
| Name |
Shares Held (RM'000)
|
%
|
||
|
Direct
|
Indirect
|
Direct
|
Indirect
|
|
| Dato' Gan Eng Kwong |
3,475,900
|
91,104,989 (a)
|
2.02
|
53.06
|
| Datin Irene Tan |
-
|
94,580,889 (a)
|
-
|
55.08
|
| Thong Swe Cheong |
224,325
|
11,585,425 (b)
|
0.13
|
6.75
|
Dato' Gan Eng Kwong, the Chairman of the Company is an executive non-independent director of the Company. Datin Irene Tan, the Chief Executive Officer of RPB is an executive non-independent director of the Company.
(b) Thong Swe Cheong is deemed to have an interest by virtue of Section 6A(4) of the Companies Act 1965 in the shares of the Company through his nominees AMBank (M) Berhad (2.25%), CIMSEC Nominees (Tempatan) Sdn Bhd (1.66%), AIBB Nominees (Tempatan) Sdn Bhd (1.11%), Citigroup Nominees (Tempatan) Sdn Bhd (0.96%) and RHB Nominees (Tempatan) Sdn Bhd (0.74%). He is also deemed to have an interest by virtue of Section 122(A) of the Companies Act, 1965 held through spouse, Teh Chye Hoon (0.03%).Thong Swe Cheong is a substantial shareholder of the Company.
Save as disclosed above, none of the other directors and/or major shareholders of the RPB Group or persons connected with such director or major shareholders (as defined in the Listing Requirements) have any interest, directly or indirectly in the Proposal.
A first and final dividend of 6% for the financial year ended 31 March 2007 was recommended by the board for shareholders approval at the forthcoming AGM. Further details of the above will be announced at a later date.
Bursa Announcement
