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| We wish to inform the Bursa Malaysia Securities Berhad that on 8 December 2005, PacificMas has subscribed for an additional 450,009 ordinary shares of RM1.00 each in the share capital of PacificMas Asset Management Sdn Bhd ("PAM"). |
| 1. PARTICULARS OF TRANSACTION |
| On 8 December 2005, PacificMas and Wiramaju Sdn Bhd ("Wiramaju") subscribed for additional 450,009 and 50,001 ordinary shares of RM1.00 each respectively, in proportion to their shareholdings in the share capital of PAM. |
2. INFORMATION ON PAM
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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.
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| 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. |
| Following the subscription of the additional shares mentioned above, the paid-up share capital of PAM is as follows: - |
(a) RM2,500,010 comprising 2,500,010 ordinary shares of RM1.00 each; and
(b) RM10,000 comprising 1,000,000 Redeemable Unconvertible Non-Cumulative Preference Shares of RM0.01 each.
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| 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 additional 500,010 ordinary shares in the share capital of PAM was paid in full by PacificMas and Wiramaju on 8 December 2005. |
| PacificMas financed its subscription of the additional 450,009 ordinary 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 additional ordinary shares in PAM. |
| 6. EFFECTS OF THE TRANSACTION |
| The abovesaid subscription of the additional ordinary 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 the additional ordinary shares by PacificMas in PAM is not expected to have any material effect on the net assets value of PacificMas, at company and group levels, for the financial year ended 31 December 2004. |
| The subscription of the additional ordinary shares by PacificMas in PAM is also not expected to have any material effect on the earnings of the PacificMas group for the financial year ending 31 December 2005. |
| 7. CONDITIONS OF THE TRANSACTION |
The subscription of the additional ordinary shares by PacificMas in PAM does not require approval from the shareholders of PacificMas.
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8. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
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| KATM is a substantial shareholder of PacificMas and it has an indirect interest of 10% in PAM via Wiramaju. |
| En. Sharriffudin Ahamd Taff who represents KATM on the Boards of PacificMas and of Wiramaju, is deemed interested in the subscription of the additional ordinary shares in PAM. However, 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 with them has any interest, direct or indirect, in the subscription of the additional ordinary shares in PAM by PacificMas. |
9. RATIONALE FOR THE TRANSACTION
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| Subscription of the additional ordinary shares by PacificMas and Wiramaju in PAM is to increase the issued and paid-up ordinary share capital of PAM to enable it to meet the requirement of the Securities Commission for PAM to maintain a minimum shareholders' funds of RM2 million. |
| 10. DIRECTORS' RECOMMENDATION |
| Except for En. Sharriffudin Ahmad Taff who had abstained from deliberating and voting on the said transaction, the Directors of PacificMas are of the opinion that the subscription of the additional ordinary shares by PacificMas in PAM is in the best interest of the Company. |
11. ESTIMATED TIME FOR COMPLETION
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| The subscription of the additional ordinary shares in PAM was completed on 8 December 2005. |
12. SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES
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| To the best of the knowledge and belief of the Directors of PacificMas, the subscription of the additional ordinary shares by PacificMas in PAM has not departed from the Policies and Guidelines on Issue/Offer of Securities issued by the Securities Commission. |
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| This announcement is dated 8 December2005. |
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