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Further to our announcement on 6 September 2002 in relation to the application for fund manager's licence by PacificMas Asset Management Sdn Bhd ("PAM"), the Board of Directors of PacificMas Berhad ("PacificMas" or "the Company") wishes to announce that PacificMas has on 1 October 2002 entered into a Shareholders' Agreement with Wiramaju Sdn Bhd ("Wiramaju") in respect of PAM.
1. PARTICULARS OF THE TRANSACTION
PacificMas and Wiramaju intend to use PAM as the vehicle to carry out asset management business. PacificMas and Wiramaju have on 1 October 2002 subscribed for 1,799,998 and 200,000 ordinary shares of RM1.00 each at a cash consideration of RM1.00 per ordinary share respectively in PAM ("Subscription of Shares"). Before the Subscription of Shares, PacificMas held 2 ordinary shares of RM1.00 each in PAM. The shareholding structure of PAM after the Subscription of Shares is as follows: -
 | Number of shares | % of shareholding |
PacificMas | 1,800,000 | 90 |
Wiramaju | 200,000 | 10 |
2.
INFORMATION ON PAM
PAM (formerly known as Pacific Futures Sdn Bhd) was incorporated in Malaysia under the Companies Act, 1965 on 12 September 1995 as a private company limited by shares. PAM is currently dormant and was a wholly-owned subsidiary of PacificMas Berhad before the Subscription of Shares. PAM intends to carry on asset management business upon receipt of the fund manager's licence from the Securities Commission.
The authorised share capital of PAM is RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each and the paid-up share capital of PAM after the Subscription of Shares is RM2,000,000.00 comprising 2,000,000 ordinary shares of RM1.00 each.
3.
INFORMATION ON WIRAMAJU
Wiramaju is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 24 December 1975 and is a wholly-owned subsidiary of Koperasi Angkatan Tentera Malaysia Berhad ("KATM").
Wiramaju is an investment holding company and its existing paid-up share capital is RM1,600,000.00 comprising 1,600,000 ordinary shares of RM1.00 each.
4.
DETAILS OF THE CONSIDERATION
The subscription consideration in respect of the Subscription of Shares was paid in full by PacificMas and Wiramaju on the day of the signing of the Shareholders' Agreement i.e. on 1 October 2002.
PacificMas financed the subscription of 1,799,998 ordinary shares of RM1.00 each 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 Shares.
6.
EFFECTS OF THE TRANSACTION
The abovesaid shares subscription 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 shares subscription by PacificMas in PAM is not expected to have any material effect on the net tangible assets value of PacificMas, at company and group levels, for the financial year ended 31 December 2001.
The shares subscription by PacificMas in PAM is not expected to have any material effect on the earnings of the PacificMas group for the financial year ending 31 December 2002.
7.
CONDITIONS OF THE TRANSACTION
In the application to the Securities Commission for a fund manager's licence by PAM, it was proposed that PacificMas and Wiramaju would subscribe for 1,799,998 and 200,000 ordinary shares respectively in PAM and the Securities Commission has accordingly approved the said Subscription of Shares.
Based on the percentage ratios computed for the shares subscription by PacificMas in PAM pursuant to the Kuala Lumpur Stock Exchange Listing Requirements, the shares subscription by PacificMas in PAM does not require approval from the shareholders of PacificMas nor the appointment of an independent corporate adviser.
8.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
KATM is a substantial shareholder of PacificMas.
En. Sharriffudin Ahmad Taff, representing KATM as a Director of PacificMas, PAM and Wiramaju is deemed interested in the Subscription of Shares. En. Sharriffudin Ahmad Taff does not hold any shares in PacificMas.
Lt. Kol. Abdul Jalil bin Abdullah, as a past Director of PacificMas representing KATM is deemed interested in the Subscription of Shares by virtue of him being a Director of PacificMas within the preceding 12 months of the date on which the terms of the said Subscription of Shares were agreed upon. Lt. Kol. Abdul Jalil bin Abdullah 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 to them have any interest, direct or indirect, in the said Subscription of Shares.
9.
RATIONALE FOR THE TRANSACTION
Pursuant to the requirements in the application for a fund manager's licence, PAM is required to have a minimum of 30% Bumiputera equity shareholdings. Following the shares subscription by Wiramaju in PAM, PAM has now complied with the aforesaid Bumiputera equity condition imposed by the Securities Commission.
10.
DOCUMENT FOR INSPECTION
A copy of the Shareholders' Agreement is available for inspection by the shareholders of the Company at its registered office at Level 18, Menara Prudential, 10 Jalan Sultan Ismail, 50250 Kuala Lumpur during normal office hours.
11.
DIRECTORS' RECOMMENDATION
Except for En. Sharriffudin Ahmad Taff who had abstained himself from deliberation on the Subscription of Shares, the Directors of PacificMas are of the opinion that the shares subscription by PacificMas in PAM is in the best interest of the Company. KATM has been a substantial shareholder of PacificMas since 1 August 1977 and the Subscription of Shares has also enabled PAM to comply with the Bumiputera equity condition imposed by the Securities Commission.
12.
ESTIMATED TIME FOR COMPLETION
The said Subscription of Shares was completed on the day of the signing of the Shareholders' Agreement i.e. on 1 October 2002.
13.
SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES
To the best of the knowledge and belief of PacificMas, the shares subscription by PacificMas in PAM does not involve any departure from the Policies and Guidelines on Issue/Offer of Securities issued by the Securities Commission.
This announcement is dated 1 October 2002.