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发表于 22-8-2007 09:25 PM
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General Announcement
Reference No PG-070820-52875
Company Name : PPB GROUP BERHAD
Stock Name : PPB
Date Announced : 20/08/2007
Type : Announcement
Subject : RELATED PARTY TRANSACTIONS -
DISPOSAL OF 17,073,761 ORDINARY SHARES OF RM0.10 EACH IN REDTONE INTERNATIONAL BERHAD BY CHEMQUEST SDN BHD, A 55% SUBSIDIARY OF PPB GROUP BERHAD
Contents :
1. INTRODUCTION
Pursuant to Paragraph 10.08, Part E of Chapter 10 of the BMSB Listing Requirements, PPB Group Berhad ("PPB") wishes to announce that Chemquest Sdn Bhd ("CQSB"), a 55% subsidiary of PPB, has on 20 August 2007 disposed of its entire shareholding of 17,073,761 ordinary shares of RM0.10 each in Redtone International Berhad ("Redtone") to its shareholders or their nominee, proportionate to their shareholdings in CQSB as follows ("Transactions"):
Name of Shareholder/Purchaser % No. of
Redtone shares Consideration (RM)
Hexarich Sdn Bhd ("Hexarich"), a wholly-owned subsidiary of PPB 55 9,390,569 5,023,954
Kuok Brothers Sdn Bhd ("KBSB") 45 7,683,192 4,110,508
Total 100 17,073,761 9,134,462
The consideration for the Redtone shares, to be satisfied in cash, is based on the closing market price on 16 August 2007 of RM0.535 per share. The Transactions will result in a net capital gain of RM1,912,578/- to CQSB.
2. INFORMATION ON REDTONE
Redtone is a public limited company listed on the MESDAQ Market of Bursa Malaysia with an issued and paid-up capital of RM25.2 million comprising 252 million ordinary shares of RM0.10 each. The principal activities of Redtone are investment holding and provision of management services to the subsidiaries.
3. INFORMATION ON HEXARICH
Hexarich was incorporated in Malaysia on 23 December 1993 and its principal activity is investment holding. The authorised share capital of Hexarich is RM100,000/- comprising 100,000 ordinary shares of RM1.00 each, of which 25,000 ordinary shares have been issued and fully paid-up.
4. INFORMATION ON KBSB
KBSB was incorporated in Malaysia on 23 February 1949 and its principal activity is investment holding. The authorised and paid-up share capital of KBSB is RM500 million comprising 500 million ordinary shares of RM1.00 each.
5. INFORMATION ON CQSB
CQSB was incorporated in Malaysia on 24 October 1992. The authorised share capital of CQSB is RM200 million comprising 200 million ordinary shares of RM1.00 each and the issued and paid-up share capital is RM60 million.
The principal activities of CQSB are investment holding, provision of management services and trading in chemical products.
6. FINANCIAL EFFECTS
6.1 Share Capital
The Transactions will not have any effect on the share capital of PPB.
6.2 Net Assets
The Transactions will not have any material effect on the net assets of PPB Group based on its latest audited consolidated balance sheet as at 31 December 2006.
6.3 Earnings
The Transactions will not have any material effect on the earnings of PPB Group for the financial year ending 31 December 2007.
7. RATIONALE AND APPROVALS REQUIRED
The Transactions shall provide part of the funds required by CQSB Group for the repayment of bank loans.
The Boards of PPB, Hexarich and CQSB have approved the Transactions which are not subject to the approval of the shareholders of PPB or any other relevant authorities.
8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM
Save as disclosed below, none of the Directors or other major shareholders of PPB or persons connected to them have any interest, direct or indirect, in the Transactions:
Name of Major Shareholder Nature of Interest
KBSB KBSB has 40.23% direct and indirect interest in PPB and 45% direct interest in CQSB.
9. DIRECTORS' STATEMENT
The Board of Directors having considered all aspects of the Transactions, are of the opinion that the Transactions are in the best interests of PPB. |
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