| Pursuant to Paragraph 10.08(1) of the Listing Requirements of Bursa Malaysia Securities Berhad (in relation to any accumulated percentage ratios of related party transactions exceeding 0.25%), we wish to announce the following related party transactions :- |
| 1. Redemption of Unit Trusts |
| Malaysian Trustees Berhad ("MTB") and Spring Hill Bioventures Sdn Bhd, both related parties of PacificMas, have redeemed units of Pacific Cash Fund, a unit trust fund managed by Pacific Mutual Fund Bhd (“Pacific Mutual”), details as per Table A below. |
| Pacific Mutual is a 85% owned subsidiary of PacificMas Berhad and its principal business activities are establishment and management of unit trust funds and asset management business. |
| MTB is an associate company of PacificMas and is principally engaged in the business of trustee agent, executor and administrator pursuant to the Trust Companies Act, 1949. |
| Spring Hill Bioventures Sdn Bhd is principally engaged in the promotion of and investment in biotechnology companies in and outside of Malaysia . PacificMas Berhad has a total indirect interest of 16.67% in Spring Hill Bioventures Sdn Bhd via its two wholly-owned subsidiaries, namely PacificMas Fidelity Sdn Bhd and PacificMas Capital Sdn Bhd. Great Eastern Life Assurance (Malaysia) Berhad (“GELA”) has a total direct interest of 33.33% in Spring Hill Bioventures Sdn Bhd. |
| None of the directors and substantial shareholders of PacificMas and persons connected to such directors and substantial shareholders has any interest in the abovesaid transactions save for the following :- |
| i) GELA is a wholly-owned subsidiary of The Great Eastern Life Assurance Company Limited ("GELA Singapore") which in turn is a wholly-owned subsidiary of Great Eastern Holdings Limited. Great Eastern Holdings Limited is a subsidiary of Oversea-Chinese Banking Corporation Limited ("OCBC"). |
| ii) OCBC Capital (Malaysia) Sdn Bhd (“OCSB”) is the holding company of PacificMas with 67.07% interest. The holding company of OCSB is Federal Securities Private Limited (“Federal Securities”) and the ultimate holding company of OCSB is OCBC. OCSB and Federal Securities are wholly-owned subsidiaries of OCBC. |
| iii) OCBC has an indirect interest of 20% in MTB via its wholly-owned subsidiary, OCBC Bank (Malaysia) Berhad. |
| iv) Mr. Wong Nang Jang is a former director of PacificMas (resigned on 26 June 2008) and a director of OCBC. He has a total interest of 0.015% in OCBC and does not have any equity interest in PacificMas. |
| v) Y. Bhg. Datuk Fong Weng Phak is a former director of Pacific Mutual (resigned on 24 June 2008) and a director of GELA . He has a direct interest of 0.002% in OCBC and does not have any equity interest in Pacific Mutual, PacificMas and GELA . |
| vi) Mr. Choi Siew Hong is a former director of PacificMas (retired on 26 June 2008) and Pacific Mutual (resigned on 26 June 2008) and a director of MTB. He has an indirect interest of 2,000 shares in PacificMas and does not have any interest in Pacific Mutual and MTB. |
| vii) Mr. George Lee Lap Wah, Mr. Daniel Chan Choong Seng, Mr. Jeffrey Chew Sun Teong and Mr. Wong Ah Wah are nominee directors of OCBC on the Board of PacificMas. Each of them has a direct interest of less than 0.002% in OCBC and does not have any equity interest in PacificMas. |
| viii) Mr. Daniel Chan Choong Seng is also a director of Pacific Mutual and does not have any equity interest in Pacific Mutual. |
| ix) Mr. Ng Hon Soon is the Chief Executive Officer of PacificMas and a director of MTB. He does not have any interest in PacificMas and MTB. |
| The aforesaid transactions are not subject to the approval of the shareholders of PacificMas and the relevant government authorities. |
| |
| 2. Appointment of Financial Adviser |
| On 20 October 2008, PacificMas had appointed OCBC Advisers (Malaysia) Sdn Bhd (“OCBC Advisers”) as the Financial Adviser for the proposed disposal of The Pacific Insurance Berhad, a wholly-owned subsidiary of PacificMas (“Proposed Disposal”) at a total fees of up to RM245,000 (excluding out-of-pocket-expenses and Government service tax). |
| The principal activities of OCBC Advisers are provision of corporate finance and related advisory services. |
| None of the directors and substantial shareholders of PacificMas and persons connected to such directors and substantial shareholders has any interest in the abovesaid transaction save for the following :- |
| i) OCBC Advisers is a subsidiary of OCBC. OCBC is the ultimate holding company of PacificMas. |
| ii) Y. Bhg. Tan Sri Dato' Nasruddin Bin Bahari is an independent director of PacificMas and Chairman of OCBC Advisers. He has a direct interest of 0.0006% in OCBC and does not have any interest in PacificMas and OCBC Advisers. |
| iii) Mr. Wong Nang Jang is a former director of PacificMas (resigned on 26 June 2008) and a director of OCBC. He has a total interest of 0.015% in OCBC and does not have any equity interest in PacificMas. |
| iv) Mr. George Lee Lap Wah, Mr. Daniel Chan Choong Seng, Mr. Jeffrey Chew Sun Teong and Mr. Wong Ah Wah are nominee directors of OCBC on the Board of PacificMas. Each of them has a direct interest of less than 0.002% in OCBC and does not have any equity interest in PacificMas. |
| v) Mr. George Lee Lap Wah is also an executive director of OCBC Advisers and does not have any interest in OCBC Advisers. |
| The Directors of PacificMas (excluding the interested Directors, namely Mr. George Lee Lap Wah, Mr. Daniel Chan Choong Seng, Mr. Jeffrey Chew Sun Teong and Mr. Wong Ah Wah) are of the opinion that the appointment of OCBC Advisers as the Financial Adviser of PacificMas for the Proposed Disposal is in the best interest of PacificMas. Y. Bhg. Tan Sri Dato' Nasruddin Bin Bahari, being the Chairman of OCBC Advisers, had abstained from approving the aforesaid appointment. |
| The aforesaid transaction is not subject to the approval of the shareholders of PacificMas and the relevant government authorities. |
| |
| This announcement is dated 9 January 2009. |
| |
| Announcement Details : |
| |
| Table A: |
Date of Redemption |
Name of Related Party |
Redemption value
(RM) |
Price per unit
(RM) |
18 December 2008 |
Malaysian Trustees Berhad |
1,300,000 |
0.5061 |
7 January 2009 |
Spring Hill Bioventures Sdn Bhd |
8,500,000 |
0.5031 |
|
| |
