Contents :
We refer to your letter of 23 November 2000.
In response Perusahaan Otomobil Nasional Berhad ("PROTON"), state as follows:
1. Introduction
Proton Cars Benelux N.V. ("PCB") was incorporated in Belgium on 31 October 1998 with a paid-up capital of BEF2.5m. The shareholders on incorporation were and still are, PROTON, holding 99% of the issued and paid up capital with the balance of 1% held by Proton Cars UK Ltd., which in turn is a 100% subsidiary of PROTON incorporated in the United Kingdom.
2. Financing of the Investment
The amount for which PROTON paid for the subscription of the shares in PCB was at par amounting to BEF2,475,000 i.e. the equivalent of approximately RM 267,300.00, from internally generated funds. No transaction for the acquisition of shares in PCB from any third party took place.
3. Purpose of the Incorporation of PCB
PCB was incorporated to undertake the marketing and distribution of Proton Cars in Belgium when the appointed distributor surrendered the distributorship rights of Proton Cars within the territory. Belgium is not a significant market for PROTON with a relatively small volume of cumulatively 4,000 units sold between 1994 and 1998. The incorporation of PCB was intended to facilitate a holding position and to service existing Proton car owners within the market.
4. Effects of PROTON's Participation in the Company
In terms of value, the investment made by PROTON in PCB is very small compared to the net tangible assets of the Group of about RM2.66 billion as at 31 October 1998 (0.009%).
5. Directors and Substantial Shareholders' Interests
None of the then directors or substantial shareholders of PROTON had any interest, direct or indirect, in the investment.
We trust the above sufficiently addresses the quaere that you have raised.
Query Letter Contents :
We refer to Note 15 on page 67 of the Perusahaan Otomobil Nasional Berhad (or "the Company") Annual Report for the year ended 31 March 1999 in respect to the above matter.
Pursuant to Section 35 of the Exchange's Main Board Listing Requirements ("MBLR"), a company is required to make an immediate announcement to the Exchange for public release for any acquisition of shares of an unquoted company which results in such company becoming a subsidiary company.
The Exchange notes that no immediate announcement has been made pursuant to Section 35 of the MBLR in respect of the acquisition of shares in Proton Cars Benelux NV ("Proton Benelux") which resulted in Proton Benelux becoming a subsidiary of the Company.
Therefore you are hereby required to make an immediate announcement to the Exchange for public release pursuant to Section 35 of the MBLR via KLSE Listing Information Network ("KLSE LINK").
Thank You.
Yours faithfully
TAN CHUN WENG
Senior Vice President
Financial Review & Surveillance
Listing Group | CH'NG BOON HUAT
Vice President
Financial Review & Surveillance
Listing Group |
JE/WT/sn
Copy to : Securities Commission