| 1. INTRODUCTION |
| We wish to inform Bursa Malaysia Securities Berhad that on 19 December 2008, Pacific Mutual Fund Bhd (“Pacific Mutual”) has entered into a Business Transfer Agreement with PacificMas Asset Management Sdn Bhd (“PAM”) to acquire the entire business (excluding liquid assets consisting of investment in unit trusts, deposits with financial institutions, cash and bank balances, dividend receivable and interest receivables from all the aforesaid) of PAM for a cash consideration equivalent to the net book value of the assets and liabilities of PAM (excluding liquid assets consisting of investment in unit trusts, deposits with financial institutions, cash and bank balances, dividend receivable and interest receivable from all the aforesaid) as at the end of business day preceding 1 April 2009 or the date which falls 30 days after the date on which the Court Order is made whichever is later (“Proposed Acquisition”).
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| Pacific Mutual and PAM are both subsidiaries of PacificMas. |
| 2. DETAILS OF THE PROPOSED INTERNAL RESTRUCTURING OF THE GROUP'S ASSET MANAGEMENT BUSINESS |
| The Board of PacificMas has agreed to merge the businesses of its two subsidiaries i.e. Pacific Mutual and PAM via the Proposed Acquisition (“Proposed Internal Restructuring”). PAM will transfer its business to Pacific Mutual by way of an application to the court under Section 139(2) of the Capital Markets and Services Act 2007 (“CMSA”). The consideration for the Proposed Acquisition is estimated to be not more than RM200,000.
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| Pacific Mutual was incorporated in Malaysia on 15 March 1995. Its present authorised share capital and issued and paid-up share capital are 5,000,000 ordinary shares of RM1.00 each. The current principal activities of Pacific Mutual are establishment and management of unit trust funds and asset management business. The shareholders of Pacific Mutual are PacificMas (85%) and Koperasi Angkatan Tentera Malaysia Berhad (“KATM”) (15%).
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| PAM was incorporated in Malaysia on 12 September 1995. Its present authorised share capital is 9,990,000 ordinary shares of RM1.00 each and 1,000,000 Redeemable Unconvertible Non-Cumulative Preference Shares of RM0.01 each (“Preference Shares”). Its issued and paid-up share capital are 2,500,010 ordinary shares of RM1.00 each and 1,000,000 Preference Shares. The current principal activity of PAM is asset management business. The shareholders of PAM are PacificMas (90%) and Wiramaju Sdn Bhd, a wholly-owned subsidiary of KATM (10%).
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| Upon the completion of the Proposed Internal Restructuring, PAM will be an investment holding company and Pacific Mutual will carry out the activities of establishment and management of unit trust funds and asset management business.
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| 3. RATIONALE OF THE PROPOSED INTERNAL RESTRUCTURING |
| After the take-over of PacificMas by OCBC Capital (Malaysia) Sdn Bhd in April 2008, PacificMas had undertaken a comprehensive business review of various businesses within the Group. Having regard to the recommendation of the comprehensive business review, the Board of PacificMas agreed that the businesses of Pacific Mutual and PAM be merged and operated through one legal entity for more effective cost management and better utilisation of resources. This Proposed Internal Restructuring has been approved by the shareholders of Pacific Mutual and PAM.
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| 4. EFFECTS OF THE PROPOSED INTERNAL RESTRUCTURING |
| The Proposed Internal Restructuring will not have any effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders' shareholding of PacificMas.
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| 5. APPROVALS REQUIRED |
| The Proposed Internal Restructuring is not subject to the approval of the shareholders of PacificMas but is subject to the approval of the following: -
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a) |
Securities Commission pursuant to Section 139 of the CMSA; and |
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b) |
High Court for an order under Section 139 of CMSA. |
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| Application to the Securities Commission was submitted in November 2008 and the application to the High Court will be submitted upon receipt of approval from the Securities Commission. |
| 6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST |
| None of the Directors and major shareholders of PacificMas and persons connected to such Directors and major shareholders has any interest in the Proposed Internal Restructuring save for the following: -
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i) |
KATM is a substantial shareholder of PacificMas, Pacific Mutual and PAM (via its subsidiary, Wiramaju Sdn Bhd). |
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ii) |
Y. Bhg. Brig Jen (B) Dato' Ahmad Zahudi Bin Hj Salleh is a nominee director of KATM on the Board of PacificMas. He does not have any interest in the share capital of PacificMas, Pacific Mutual and PAM. He is a member of KATM. |
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iii) |
Puan Mej. (B) Bibi Zarjaan Binti Akhbar Khan is a director of Pacific Mutual and KATM. She does not have any interest in the share capital of PacificMas, Pacific Mutual and PAM. She is a member of KATM. |
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iv) |
Mr. Amarjit Singh A/L Banta Singh is a nominee director of KATM on the board of PAM. He does not have any interest in the share capital of PacificMas, Pacific Mutual and PAM. |
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| 7. STATEMENT BY DIRECTORS |
| The Directors of the Company (except for Y. Bhg. Brig Jen (B) Dato' Ahmad Zahudi Bin Hj Salleh who is deemed interested in the aforesaid transaction) are of the opinion that the Proposed Internal Restructuring is in the best interest of the Company. |
| 8. ESTIMATED TIME FRAME FOR COMPLETION |
| Barring any unforeseen circumstances and subject to necessary approvals being obtained, the Proposed Internal Restructuring is expected to be completed by April 2009. |
| 9. DEPARTURE FROM SECURITIES COMMISSION'S GUIDELINES ON THE OFFERING OF EQUITY AND EQUITY-LINKED SECURITIES (“SC GUIDELINES”) |
| The Proposed Internal Restructuring does not depart from the SC Guidelines. |
| 10. DOCUMENTS FOR INSPECTION |
| The Business Transfer Agreement is available for inspection at the registered office of the Company at Level 19, Menara Prudential, 10, Jalan Sultan Ismail, 50250 Kuala Lumpur during the normal office hours between Monday and Friday (except public holidays) for a period of three (3) months from the date of this announcement. |
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| This announcement is dated
19 December
2008. |
