Subject : Jaya Tiasa Holdings Berhad ("JTH" Or "The Company") Agreements With Rh Forest Corporation Sdn Bhd ("RHF")
General Announcement
Reference No JT-021230-22F78 |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
30/12/2002 |
|
 |
|
| Type |
: |
Announcement |
| Subject |
: |
SUBJECT :
JAYA TIASA HOLDINGS BERHAD ("JTH" or "the Company")
AGREEMENTS WITH RH FOREST CORPORATION SDN BHD ("RHF") |
Contents :
1. INTRODUCTION
The Board of Directors of JTH wishes to announce that the Company and its wholly owned subsidiary, Jaya Tiasa Plantations Sdn Bhd ("JTP") have on 30 December 2002 entered into the following agreements:
? Extraction and Planting Agreement between RHF and JTP; and
? Sale and Purchase Agreement between RHF and JTH.
[collectively known as" the Agreements"]
2. BACKGROUND INFORMATION ON RHF
RHF (Company No. 286406-W) is a company incorporated and registered in Malaysia under the Companies Act, 1965 and having its address at No. 11 Mission Road, 96000 Sibu, Sarawak. The issued and paid-up capital of RHF amounts to 100,000 ordinary shares of RM1.00 each.
RHF has been granted Licences for Planted Forests Nos. LPF/0023 and LPF/0024 ("the said Licence") by the Director of Forests, Sarawak to establish and maintain a planted forest on all that parcel of land located in the Kapit Division within Forest Timber Licences No. T/3352, T/3353, T/3370, T3371 and T/3236 measuring 164,095 hectares ("the said Land").
The said Licence was issued on 22nd February, 2002 for a period of sixty (60) years commencing from 22nd February, 2002 and ending on 21st February, 2062.
Under and by virtue of the said Licence, RHF shall have the right to establish develop and maintain on the said Land, a planted forest and to harvest the same including the tree(s) and/or forest produce(s) found on the said Land at the date of the issue of the said Licence and/or the tree(s) grown naturally on the said Land and not planted pursuant to the said Licence (hereinafter referred to as "the Standing Timber") .
3. BACKGROUND INFORMATION ON JTP
JTP (Company No. 490274-A) is a company incorporated and registered in Malaysia under the Companies Act, 1965 and having its address at Nos. 1-9, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak and JTP is a wholly owned subsidiary of JTH.
4. SALIENT TERMS OF THE AGREEMENTS
Extraction and Planting Agreement between RHF and JTP
Nature of Contract Work
RHF shall engage JTP as the Contractor to establish develop and maintain on the said Land a planted forest and to harvest the same including the Standing Timber in accordance with the tree planting plan and harvesting plan and the terms and conditions contained in the said Licence. Contract Price
RHF shall remunerate JTP and pay to JTP contract fee at prevailing market price made at arm's length on normal commercial terms for the following:
(i) Per cubic metres of Standing Timber fell extracted and delivered by JTP from the said Land to the log transit point near the log pond or factory.
(ii) Per cubic metres of merchantable timber logs fell extracted and delivered by JTP from the planted forest in the said Land to the log transit point near the log pond or factory.
(iii) Per hectare of planted forest established developed and maintained on the said Land by JTP.
Security Deposit JTP shall deposit such sum of money as required by the Director of Forests or furnish security in such form as may be acceptable to the Director of Forests equivalent in value to the sum of money required as security deposit to guarantee the due performance by RHF of all terms and conditions stipulated under the Licence.
Sale and Purchase Agreement between RHF and JTH
RHF shall sell to JTH and JTH shall buy from RHF all merchantable timber logs fell extracted and delivered by JTP ("the Sale Logs") from the said Land at purchase prices taking into consideration the cost to RHF (that is, extraction cost and all levies) plus a profit margin. The Sale Logs include logs from the planted forest and the Standing Timber.
The purchase prices shall be fixed at arm's length on normal commercial terms which are not more favourable to RHF than those generally available to the public.
Validity of the Agreements
The Agreements shall be valid for a period commencing from the date of the Agreements until the expiry or non-renewal of the said Licence.
5. RATIONALE
The project is in line with JTH Group's intention to venture into tree planting activities and its commitment to support the Government's efforts in achieving sustainable forest management. It also ensures a consistent and continuous supply of logs to sustain JTH Group's future downstream activities.
6. FINANCING
The project will be financed through internally generated fund.
7. FINANCIAL EFFECTS
The transaction will not have any material effect on the earnings, net tangible assets, share capital and substantial shareholdings of JTH Group for the current financial year. However, the Board expects the transaction to contribute positively to the future earnings of the JTH Group.
8. APPROVAL REQUIRED
The Agreements entered into are not subject to approval of the Company's Shareholders or any other relevant authorities.
9. DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS
Tan Sri Datuk Tiong Hiew King has an indirect interest of 99.99% in RHF held through Tiong Toh Siong Holdings Sdn Bhd. Both Tan Sri Datuk Tiong Hiew King and Tiong Toh Siong Holdings Sdn Bhd are major shareholders of JTH.
Tiong Chiong Hoo and Tiong Choon, Directors of JTH, are the son and daughter of Tan Sri Datuk Tiong Hiew King respectively. Tiong Chiong Hoo and Tiong Choon are also directors of RHF and they each hold one ordinary share in RHF.
Dr Tiong Ik King and Tiong Chiong Hee, directors of JTH, are brother and nephew of Tan Sri Datuk Tiong Hiew King respectively.
The interested directors, namely, Tiong Chiong Hoo, Tiong Choon, Dr Tiong Ik King and Tiong Chiong Hee have abstained from Board deliberation pertaining to the transaction.
Save as disclosed, none of the Directors of JTH, major shareholders and/or persons connected with the Directors and/or major shareholders of JTH, have any interest, direct or indirect, in the transactions.
10. DEPARTURE FROM THE SECURITIES COMMISSION'S GUIDELINES
To the best knowledge of the Board of JTH, the Agreements has not departed from the Securities Commission's Policies and Guidelines on Issue / offer of Securities.
11. DIRECTORS' RECOMMENDATION
The Board of JTH is of the opinion that the transactions are in the best interests of the Company and the Group.
