Related Party Transaction
January 19 2004 - 6:29AM
UK Regulatory
RNS Number:3768U
Tanjong PLC
19 January 2004
TANJONG PUBLIC LIMITED COMPANY
- RELATED PARTY TRANSACTION PURSUANT TO PARAGRAPH 10.08 OF THE LISTING
REQUIREMENTS OF MALAYSIA SECURITIES EXCHANGE BERHAD
Contents:
1. INTRODUCTION
Tanjong Public Limited Company ("Tanjong" or "Company") wishes to announce
that Powertek Berhad ("Powertek"), a wholly-owned subsidiary of Tanjong has
today entered into an agreement with All Asia Power Services Sdn Bhd ("AAPS")
which has undertaken to provide technical services in respect of a major
inspection to one (1) unit MS9001E gas turbine ("Agreement").
2. DETAILS OF RELATED PARTY TRANSACTION
The Agreement sets out the terms and conditions upon which AAPS is appointed
to provide technical services in respect of a major inspection to one (1)
unit MS9001E gas turbine.
The transaction is a non-recurrent related party transaction
("Transaction").
Details of the nature of the transaction, the value of consideration, the
nature of the relationship and interests of the transacting parties are set
out in the table annexed hereto as Annexure "A".
Copy of the Agreement is available for inspection during normal business
hours (public holidays excepted) at the Principal Office of the Company at
Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur for a
period of two (2) weeks from the date of this announcement.
3. RATIONALE
Powertek is in the business of power generation and as part of its
maintenance schedule, Powertek requires major inspection services in respect
of its gas turbines and AAPS possesses the relevant expertise in the conduct
of such major inspection and quoted the best bid to provide the required
services for the purposes of the major inspection as contemplated by the
Company.
4. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
The details of the nature and extent of interests of the Directors and major
shareholders of Tanjong in the Transaction are set out in the table annexed
hereto as Annexure "A".
Save as disclosed in Annexure "A" hereto and as far as the Directors are
aware, none of the other Directors, major shareholders and/or persons
connected to them, have any interest, direct or indirect in the Transaction.
The interested Directors have abstained from voting on the resolutions in
respect of the Transaction.
5. STATEMENT BY THE BOARD OF DIRECTORS
The Board (save for Encik Augustus Ralph Marshall and Encik Tan Poh Ching who
abstained from all Board deliberations and voting on the Transaction) having
taken into consideration all aspects of the Transaction, is of the opinion
that the Transaction is in the ordinary course of business of Powertek and is
a commercial agreement which is entered into on an arms' length basis which
is in the best interests of Powertek.
6. FINANCIAL EFFECTS
The Transaction will not have any effect on the issued and paid-up share
capital of the Company nor will it have any material effect on the earnings
and net tangible assets of the Tanjong Group or on the shareholdings of the
substantial shareholders of Tanjong.
7. APPROVAL REQUIRED
The Transaction is not subject to the Company's shareholders' approval or
approvals from any relevant authorities.
Annexure "A"
Transacting Nature of Value of Details of
parties transaction consideration Interests and
Nature of
Relationship of
Transacting
Parties
Powertek Berhad Appointment of Maximum aggregate Powertek is a
("Powertek") and AAPS as the of RM2,357,670 wholly-owned
All Asia Power contractor to based on maximum subsidiary of
Services Sdn Bhd provide possible scope of Tanjong while
("AAPS") technical work under the AAPS is a 75%
services in Agreement payable subsidiary of
respect of a in cash. Usaha Tegas Sdn
major inspection Bhd ("UTSB").
to one (1) unit
MS9001E gas UTSB, Pacific
turbine. States
Investment
Limited
("PSIL"), Excorp
Holdings N.V.
("Excorp"),
PanOcean
Management
Limited
("PanOcean") and
Ananda Krishnan
Tatparanandam
("TAK") are
major
shareholders of
Tanjong with
each having a
deemed equity
interest of
31.53% in
Tanjong. Excorp
is 100% owned by
PanOcean and it
has a 100%
direct
controlling
interest in
PSIL, which in
turn has a
99.999% direct
controlling
interest in
UTSB. PanOcean
is the trustee
of a
discretionary
trust, the
beneficiaries of
which are
members of the
family of TAK
and foundations
including those
for charitable
purposes.
Although
PanOcean is
deemed to have
an interest in
the shares
through Excorp,
it does not have
any economic or
beneficial
interest over
such shares, as
such interest is
held subject to
the terms of the
discretionary
trust.
TAK is deemed to
have an interest
in the shares by
virtue of
PanOcean's
deemed interest
in the shares.
Although TAK is
deemed to an
interest in the
shares, he does
not have any
economic and
beneficial
interest in the
shares since
such interest is
held subject to
the terms of the
discretionary
trust. TAK is a
director of
UTSB, Excorp and
PanOcean.
Encik Augustus
Ralph Marshall
("RM") and Encik
Tan Poh Ching
("TPC") who are
Executive
Director and
Non-Executive
Director of
Tanjong
respectively are
also directors
of UTSB. RM and
TPC each hold
0.131% indirect
and 0.043%
direct equity
interest in
Tanjong
respectively.
TPC is also a
director of
Powertek. In
addition, TPC
holds options to
subscribe for
350,000 unissued
shares of
Tanjong of 7.5
pence each
pursuant to the
Tanjong Public
Limited Company
Employees' Share
Option Scheme.
They do not have
any shareholding
in AAPS, UTSB
and Powertek.
Khoo Teng Bin
("KTB") is a
major
shareholder of
Tanjong via his
direct equity
interest of
0.046% in
Tanjong and an
indirect equity
interest of
7.68% in
Tanjong, which
arises from his
deemed equity
interest of 100%
in Ultimate
Corporation Sdn
Bhd, a major
shareholder of
Tanjong. KTB is
also a director
of UTSB and he
does not have
any equity
interest in
UTSB.
Tunku Dato' Seri
Mahmud bin Tunku
Besar
Burhanuddin
("TM") has an
indirect equity
interest of
0.54% in Tanjong
which arises
from his direct
equity interest
of 99.999% in
Impian Tegap Sdn
Bhd. In
addition, TM is
also a director
of UTSB and he
does not have
any equity
interest in
UTSB.
Chan Chee Beng,
a director of
Powertek, is
also a director
of UTSB. He does
not have any
equity interest
in UTSB and
Powertek.
AAPS is deemed a
person connected
to UTSB, PSIL,
Excorp and
PanOcean by
virtue of these
major
shareholders
being entitled
to control the
exercise of not
less than 15% of
the voting
shares of AAPS.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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