Proposed Renewal Of Shareholders' Mandate And Proposed New Shareholders' Mandate On Recurrent Related Party Transactions Of A Revenue Or Trading Nature ("The Proposals")
BackJul 31, 2003
| General Announcement Reference No RP-030730-54932 |
| Company Name | : | RELIANCE PACIFIC BERHAD |
| Stock Name | : | RPB |
| Date Announced | : | 31/07/2003 |
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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 26 September 2002, 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, 25 September 2003 On 2003 , the Company has announced to the KLSE that the Board proposes to seek approval on the Proposals.
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 Proposals and to seek your approval for the ordinary resolution on the Proposals under the agenda of Special Business as set out in the 2003 Annual Report of the Company for the financial year ended 31 March 2003 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 2003 Annual Report of the Company.
1.0 DETAILS OF THE PROPOSALS
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 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.
2.1 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 the major shareholders of the Company who are deemed to have an interest in the existing and new RRPT have an interest in the following ordinary shares of RM 1.00 each in the Company :-
|
Name
|
Shares Held (RM‘000)
|
%
|
||
|
Direct
|
Indirect
|
Direct
|
Indirect
|
|
| Dato' Gan Eng Kwong |
-
|
47,575 (a)
|
-
|
48.49
|
| Datin Irene Tan |
-
|
47,575 (a)
|
-
|
48.49
|
Notes: (a) Dato' Gan Eng Kwong and Datin Irene Tan are deemed to have an interest by virtue of Section 6A (4) of the Companies Act 1965 in the shares of the Company through Reliance Holdings Sdn Bhd and their 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 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.
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)*
(26 Sept. 2003 - 30 Sept. 2004) |
|
|
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) ? Australian Vacations Pty Ltd. (Incorporated in Australia) ? Japan Insight Travel Inc (Incorporated in Japan |
Travel Agent |
Dato' Gan Eng Kwong and Datin Irene Tan (Note 1) Dato' Gan Eng Kwong and Datin Irene Tan (Note 2) |
Provision of tourism, leisure and hospitality services. |
20
10 10 15 10 15 |
500
2,400 2,000 |
|
Name of
Companies |
Principal Activities
|
Interested Directors/Major Shareholders and persons connected to them
|
Nature of Transaction
|
Estimated values (RM)*
(26 Sept. 2003 - 30 Sept. 2004) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(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 | Dato' Gan Eng Kwong and Datin Irene Tan (Note 3) |
Provision of tourism, leisure and hospitality services |
10
|
10
80
|
| Overseas incorporated companies ? World.Net Services Ltd (Incorporated in Australia) |
Provision and sale of information technology and services | Dato' Gan Eng Kwong and Datin Irene Tan (Note 4) | Provision of internet based travel distribution & booking solutions. | |
240
|
| Malaysian incorporated companies ? Hotemart Travel Services Sdn Bhd (140146H) |
Sale and marketing of hotel accommoda- tions and representation of hotel chains |
Dato' Gan Eng Kwong and Datin Irene Tan (Note 5) |
Provision of Hotel reservation facilities for hotelarrangement |
1,400
|
|
| Malaysian incorporated companies ? Relvest Management Services Sdn Bhd(100052H) |
Provision of secretarial and management services | Dato' Gan Eng Kwong and Datin Irene Tan (Note5) |
Provision of secretarial and management services | |
350
|
| Malaysian incorporated companies ? Reliance College Sdn Bhd (120103D) |
Provision of tertiary education and human resource training for the tourism industry | Dato' Gan Eng Kwong and Datin Irene Tan (Note 5) |
Provision of tertiary education and human resource training for the tourism industry | |
50
|
New Recurrent Related Party Transactions
|
Name of
Companies |
Principal Activities
|
Interested Directors/Major Shareholders and persons connected to them
|
Nature of Transaction
|
Estimated values (RM)*
(26 Sept. 2003 - 30 Sept. 2004) |
|
|
Receivable by RPB Group
(RM'000) |
Payable by RPB Group
(RM'000) |
||||
| Overseas incorporated companies ? Vacation Asia (Thailand) Co., Ltd (Incorporated in Thailand) ? Vacation Asia (HK) Limited (Incorporated in Hong Kong) ? Hotemart International Limited (Incorporated in Hong Kong) |
Travel Agent |
Dato' Gan Eng Kwong and Datin Irene Tan (Note6) Dato' Gan Eng Kwong and Datin Irene Tan (Note7) Dato' Gan Eng Kwong and Datin Irene Tan (Note3) |
Provision of tourism, leisure and hospitality services |
3,600
|
1,200
1,200
|
* 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.
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.
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 below to the extent of DH's shareholdings in those companies
List of Companies % of shareholdings held by DH
(a) Reliance Tokyo Inc 100
(b) Reliance Travel Inc 100
(c) Reliance Tours (UK) Limited 94
(d) Hotemart Europe Limited (formerly known as
Reliance Holidays (Asia) Limited) 95
(e) Reliance DMC (Canada) Inc 80
(f) Reliance Travel Pty Ltd 100
(g) Jade Travel Limited 49
(h) Japan Insight Travel Inc 100
Note 2
Dato' Gan Eng Kwong is a director 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 122(A) of the Companies Act 1965.
Note 3
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.
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 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
Note 4
Travel World Dot Net Sdn Bhd ("TWDN") is incorporated in Malaysia and its principal activity is investment holding TWDN hold 23.42% shares in World.Net Services Ltd ("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.
Note 5
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 and Datin Irene Tan are directors and shareholders of RI. Dato' Gan holds directly 45% of the shares in RI and Datin Irene Tan holds directly 54% of the shares in RI.
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 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
Note 6
DH holds 49% of the shares of Vacation Asia (Thailand) Co. 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 and Datin Irene Tan are directors and shareholders of DH as described in Note 1 above.
Note 7
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 and Datin Irene Tan are shareholders as described in Note 1 above. Dato' Gan and Datin Irene Tan are deemed to have an interest in VAHK to the extent of DH's shareholdings in VAHK.
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 the Company under ordinary resolution no: in the AGM on 25 September 2003. 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:at the AGM on 25 September 2003.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.
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 below to the extent of DH's shareholdings in those companies
List of Companies % of shareholdings held by DH
(a) Reliance Tokyo Inc 100
(b) Reliance Travel Inc 100
(c) Reliance Tours (UK) Limited 94
(d) Hotemart Europe Limited (formerly known as
Reliance Holidays (Asia) Limited) 95
(e) Reliance DMC (Canada) Inc 80
(f) Reliance Travel Pty Ltd 100
(g) Jade Travel Limited 49
(h) Japan Insight Travel Inc 100
Note 2
Dato' Gan Eng Kwong is a director 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 122(A) of the Companies Act 1965.
Note 3
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.
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 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
Note 4
Travel World Dot Net Sdn Bhd ("TWDN") is incorporated in Malaysia and its principal activity is investment holding TWDN hold 23.42% shares in World.Net Services Ltd ("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.
Note 5
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 and Datin Irene Tan are directors and shareholders of RI. Dato' Gan holds directly 45% of the shares in RI and Datin Irene Tan holds directly 54% of the shares in RI.
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 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
Note 6
DH holds 49% of the shares of Vacation Asia (Thailand) Co. 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 and Datin Irene Tan are directors and shareholders of DH as described in Note 1 above.
Note 7
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 and Datin Irene Tan are shareholders as described in Note 1 above. Dato' Gan and Datin Irene Tan are deemed to have an interest in VAHK to the extent of DH's shareholdings in VAHK.
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 have any interest, directly or indirectly in the Proposals.
Bursa Announcement
