We wish to inform the Exchange that on 10 March 2004, PacificMas
has subscribed for 900,000 Redeemable Unconvertible Non-Cumulative
Preference Shares of RM0.01 each at a premium of RM0.99 each
in the share capital of PacificMas Asset Management Sdn Bhd
("PAM"). |
| |
| 1. PARTICULARS OF TRANSACTION |
| On 10 March 2004, PacificMas
and Wiramaju Sdn Bhd ("Wiramaju") subscribed for 900,000
and 100,000 Redeemable Unconvertible Non-Cumulative Preference
Shares of RM0.01 each at a premium of RM0.99 each ("Preference
Shares") respectively in the share capital of PAM. |
| |
| 2. INFORMATION ON PAM |
| PAM was incorporated in
Malaysia under the Companies Act, 1965 on 12 September 1995
as a private company limited by shares. PAM is a subsidiary
of PacificMas and its principal business activity is asset management. |
| The authorised share capital
of PAM is RM10,000,000.00 comprising 9,990,000 ordinary shares
of RM1.00 each and 1,000,000 Redeemable Unconvertible Non-Cumulative
Preference Shares of RM0.01 each. |
| The paid-up share capital
of PAM (after the issuance of the 1,000,000 Preference Shares)
is as follows: - |
| |
(a) RM2,000,000.00 comprising 2,000,000
ordinary shares of RM1.00 each; and |
| |
(b) RM10,000 comprising 1,000,000 Redeemable
Unconvertible Non-Cumulative Preference Shares of RM0.01 each. |
| |
| 3. INFORMATION ON WIRAMAJU |
| Wiramaju is a private limited
company incorporated in Malaysia under the Companies Act, 1965
on 24 December 1975 and it is a wholly-owned subsidiary of Koperasi
Angkatan Tentera Malaysia Berhad ("KATM"). |
| Wiramaju is an investment
holding company and its present paid-up share capital is RM1,600,000
comprising 1,600,000 ordinary shares of RM1.00 each. |
| |
| 4. DETAILS OF CONSIDERATION |
| The subscription consideration
in respect of the 1,000,000 Preference Shares in the share capital
of PAM was paid in full by PacificMas and Wiramaju on 10 March
2004. |
| PacificMas financed its
subscription of the 900,000 Preference Shares in PAM from its
internally generated funds. |
| |
| 5. LIABILITIES TO BE
ASSUMED |
| There are no liabilities
to be assumed by PacificMas and Wiramaju arising from the subscription
of the Preference Shares. |
| |
| 6. EFFECTS OF THE TRANSACTION |
| The abovesaid subscription
of Preference Shares by PacificMas in PAM does not have any
effect on the issued and paid-up share capital and the substantial
shareholders' shareholdings of PacificMas, as it does not involve
any issue of shares by PacificMas. |
| The subscription of Preference
Shares by PacificMas in PAM is not expected to have any material
effect on the net tangible assets value of PacificMas, at company
and group levels, for the financial year ended 31 December 2003. |
| The subscription of Preference
Shares by PacificMas in PAM is not expected to have any material
effect on the earnings of the PacificMas group for the financial
year ending 31 December 2004. |
| |
| 7. CONDITIONS OF THE
TRANSACTION |
| Based on the percentage
ratios computed for the subscription of the Preference Shares
by PacificMas in PAM pursuant to the Listing Requirements of
Malaysia Securities Exchange Berhad, the subscription of the
Preference Shares by PacificMas in PAM does not require approval
from the shareholders of PacificMas nor the appointment of an
independent corporate adviser. |
| |
| 8. DIRECTORS' AND SUBSTANTIAL
SHAREHOLDERS' INTEREST |
| KATM is a substantial shareholder
of PacificMas and has an indirect interest of 10% in PAM via
Wiramaju. |
| En. Sharriffudin Ahamd Taff
is a Director of PacificMas and Wiramaju and he does not hold
any shares in PacificMas. |
| Saved as disclosed above,
none of the Directors and/or substantial shareholders of PacificMas
and/or persons connected to them have any interest, direct or
indirect, in the subscription of the Preference Shares by PacificMas
in PAM. |
| |
| 9. RATIONALE FOR THE
TRANSACTION |
| The purpose of the subscription
of the Preference Shares by PacificMas and Wiramaju in PAM is
to enable PAM to meet the requirement of the Securities Commission
for PAM to maintain a minimum shareholders' funds of RM2 million
by 12 March 2004. |
| |
| 10. DIRECTORS' RECOMMENDATION |
| The Directors of PacificMas
are of the opinion that the subscription of the Preference Shares
by PacificMas in PAM is in the best interest of the Company
and is fair and reasonable to the Company and is not to the
detriment of the Company and its shareholders. |
| |
| 11. ESTIMATED TIME FOR
COMPLETION |
| The said subscription of
the Preference Shares was completed on 10 March 2004. |
| |
| 12. SECURITIES COMMISSION'S
POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES |
| To the best of the knowledge
and belief of PacificMas, the subscription of Preference Shares
by PacificMas in PAM does not involve any departure from the
Policies and Guidelines on Issue/Offer of Securities issued
by the Securities Commission. |
| |
| This announcement is dated
10 March 2004. |
