Bursa Malaysia General Announcement: TP-041123-50828

General Announcement
Reference No: TP-041123-50828

Company Name	:	PACIFICMAS BERHAD
Stock Name	:	PACMAS
Date Announced	:	23-11-2004

Type	:	Announcement
Subject	:	PACIFICMAS BERHAD ("PacificMas") Proposed Issue of, Offer for Subscription or Purchase of, or Invitation to Subscribe for or Purchase, up to RM200.0 Million Nominal Value Commercial Papers ("CP")/Medium Term Notes ("MTN") Programme of up to 7 years by Pac Lease Sdn Bhd ("PLSB"), a wholly-owned subsidiary of PacificMas Berhad ("Proposed CP/MTN Programme").
Contents	:


1.	Introduction
	PacificMas wishes to announce that on 23 November 2004, Pac Lease Sdn Bhd ("PLSB"), a wholly-owned subsidiary of PacificMas, has submitted an application to the Securities Commission ("SC") for its approval of the Proposed CP/MTN Programme.

2.	Details of the Proposed CP/MTN Programme
	2.1	The tenor of the Proposed CP/MTN Programme is up to 7 years from the date of the first issuance of the CP and/or MTN which shall be made within 2 years from the date of the SC's approval.
		CP – the tenor shall be 1, 2, 3, 6, 9 or 12 months as selected by PLSB, provided that the CP mature prior to the expiry of the Proposed CP/MTN Programme.
		MTN – the tenor shall be more than 1 year and up to 7 years as selected by PLSB, provided that the MTN mature prior to the expiry of the Proposed CP/MTN Programme.
	2.2	The indicative principal terms of the Proposed CP/MTN Programme are set out in Table 1.
	2.3	On 25 October 2004, Rating Agency Malaysia Berhad ("RAM") has assigned an indicative short term rating of P1 for the CP and an indicative long term rating of A2 for the MTN.
	2.4	The source of repayment for the Proposed CP/MTN Programme will include, inter-alia, internally generated funds of PLSB.

3.	Rationale for the Proposed CP/MTN Programme
	The Proposed CP/MTN Programme will provide PLSB with diversification and flexibility to its funding sources to supplement its existing funding sources from the banks and its shareholder.

4.	Effects of the Proposed CP/MTN Programme
	4.1	Share capital, substantial shareholders' shareholding, net tangible assets ("NTA") and earnings
		The Proposed CP/MTN Programme will not have any effect on the share capital and shareholdings of the substantial shareholders of PacificMas, and it is not expected to have any material effect on the net tangible assets per share and earnings per share of the PacificMas Group.
	4.2	Dividends
		The Proposed CP/MTN Programme will not have a material impact on the ability of PacificMas to pay out dividends. The ability to pay dividends in the future would depend on the financial performance, cash flow position and financing requirements of the PacificMas Group.

5.	Utilisation of Proceeds
	The proceeds raised from the Proposed CP/MTN Programme will be utilised to part finance the general funding requirements of PLSB.

6.	Conditions of the Proposed CP/MTN Programme
	The Proposed CP/MTN Programme is subject to and conditional upon approval being obtained from the SC.

7.	Directors' and Major Shareholders' Interests
	Save as disclosed below, none of the Directors, major shareholders of PacificMas and/or persons connected to them has any interest, direct or indirect, in the Proposed CP/MTN Programme:
		Major Shareholder
		OCBC Bank (Malaysia) Berhad ("OCBC"), the Principal Adviser and Lead Arranger for the Proposed CP/MTN Programme, is deemed interested by virtue of the substantial shareholding of Oversea-Chinese Banking Corporation Limited in PacificMas. OCBC is a subsidiary of Oversea-Chinese Banking Corporation Limited.
		Director
		Mr. Wong Nang Jang is deemed interested in the Proposed CP/MTN Programme as he is a nominee Director of Oversea-Chinese Banking Corporation Limited on the Board of PacificMas.

8.	Directors' Recommendation
	With the exception of Mr. Wong Nang Jang, who is deemed interested in the Proposed CP/MTN Programme, the Board of PacificMas is of the opinion that the Proposed CP/MTN Programme is in the best interest of the PacificMas Group.

9.	Principal Adviser and Lead Arranger
	OCBC has been appointed as the Principal Adviser and Lead Arranger for the Proposed CP/MTN Programme.

This announcement is dated 23 November 2004.

TABLE 1: INDICATIVE PRINCIPAL TERMS OF THE PROPOSED CP/MTN PROGRAMME
1.	Issuer	:	Pac Lease Sd Had ("PLSB")
2.	Facility description	:	Up to RM200.0 Million Nominal Value CP/MTN Programme of up to 7 years ("CP/MTN Programme")
3.	Issue size (RM)	:	Up to RM200.0 Million Nominal Value
4.	Tenor of the facility/ issue	:	The tenor of the CP/MTN Programme is up to 7 years from the date of the first issuance of the CP and/or MTN under the CP/MTN Programme, which shall be made within 2 years from the date of the Securities Commission's approval.
5.	Issue price (RM)	:	CP - to be issued at a discount and the issue price is calculated in accordance with Part III, Section 5 of the Rules on Fully Automated System for Issuing/ Tendering ("FAST") issued by Bank Negara Malaysia ("BNM"), as amended and substituted from time to time ("FAST rules").
			MTN - to be issued at par or at discount and the issue price is calculated in accordance with Part III, Section 5 of the FAST Rules.
6.	Maturity	:	CP – the tenor shall be 1, 2, 3, 6, 9 or 12 months as selected by PLSB, provided that the CP mature prior to the expiry of the CP/MTN Programme.
			MTN – the tenor shall be more than 1 year and up to 7 years as selected by PLSB, provided that the MTN mature prior to the expiry of the CP/MTN Programme.
7.	Form and denomination	:	The CP/MTN will be in bearer form. Each issue of the CP/MTN shall be represented by a global certificate (exchangeable for definitive certificates on the occurrence of certain events) to be deposited with the Depository Agent.
			The CP/MTN will be in denomination of RM1,000 or in multiples of RM1,000,000 at the point of issuance.
8.	Negative pledge	:	So long as any of the CP/MTN under the CP/MTN Programme remain outstanding, the Issuer shall not, without the prior approval of the Trustee, create or permit to arise or exist any security over all or any part of its present or future assets or revenues to secure for the benefit of the holders of any existing or future borrowings of the Issuer, save for the Permitted Encumbrances unless, at the same time or prior thereto, the Issuer's obligation under the CP/MTN Programme shall be secured equally and rateably with such borrowings.
			Permitted Encumbrances mean any lien arising by operation of law or created in the ordinary course of business, pledges created in relation to documentary credits opened in the ordinary course of trading, leasing arrangements and hire purchase transactions.
9.	Negative covenant	:	Including but not limited to the following:
			a)	PLSB shall not amend its Memorandum and Articles of Association without the consent of the Trustee, such consent shall not be unreasonably withheld or delayed;
			b)	PLSB shall not reduce its authorised and issued paid-up capital;
			c)	PLSB shall not cease to be a wholly-owned subsidiary of PacificMas throughout the tenor of the CP/MTN Programme except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation where PacificMas or, failing which, Great Eastern Holdings Limited, retains effective control of PLSB; and
				Note : On 21 February 2003, PacificMas announced that it has received Bank Negara Malaysia's approval to begin negotiations with GEL Capital (Malaysia) Berhad for the restructuring of the equity and insurance operations of Great Eastern Life Assurance (Malaysia) Berhad and Overseas Assurance Corporation (Malaysia) Berhad, both wholly-owned subsidiaries of Great Eastern Holdings Limited ("GEH") with GEH subsequently holding 51% equity interest in PacificMas. Negotiations are currently still on-going between the parties.
			d)	Any other negative covenants as may be advised by the solicitors.
10.	Status of CP/MTN	:	Obligations represented by the CP/MTN issued under the CP/MTN Programme shall constitute direct, unsecured, unconditional obligations of the Issuer under Malaysian laws and shall at all times rank pari passu with all other present and future unsecured unsubordinated indebtedness or other obligations of the Issuer, except for indebtedness preferred by mandatory provision of law.
11.	Redemption	:	The CP/MTN Programme shall be made available subject to standard terms and conditions including but not limited to the following:
			a)	Redemption is at par (for zero coupon CP and MTN) and par value plus coupon (for coupon bearing MTN) on the maturity dates of the CP/MTN;
			b)	During the tenor of the CP/MTN Programme, any amount of the CP/MTN issued will be redeemed at the end of the maturity period; and
			c)	Any amount redeemed may be reissued during the tenor of the CP/MTN Programme, provided that no Event of Default has occurred. The CP/MTN shall not be issued with a maturity beyond the tenor of the CP/MTN Programme.
12.	Repurchase and cancellation	:	The Issuer or any of its related corporations may at any time purchase the CP/MTN in the open market or by private treaty, but these repurchased CP/MTN shall be cancelled and cannot be reissued.
13.	Selling restrictions	:	The CP/MTN may not be offered or sold, directly or indirectly, nor any document or other material in connection therewith be distributed in Malaysia or anywhere else, other than to persons falling within any of the categories of persons specified in Section 4(6) of the Companies Act, 1965; and
			For the purchasers of the CP/MTN who are non-residents as defined under the Exchange Control Act 1953, any payment for the purchase of the CP/MTN must be made in foreign currency equivalent to the purchase price of the CP/MTN or in Ringgit Malaysia drawn from an External Account (as defined under the Exchange Control Act 1953).
14.	Listing status	:	The CP/MTN will not be listed on Bursa Malaysia Securities Berhad.
15.	Rating	:	Rating Agency Malaysia Berhad ("RAM") has assigned an indicative short term rating of P1 for the CP and an indicative long term rating of A2 for the MTN.
16.	Trading	:	The CP/MTN shall be traded in the secondary market on a willing-buyer willing-seller basis.

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