Announcement Details/Table Section :
INTRODUCTION
The Board of Directors of JTH wishes to announce that its wholly-owned subsidiaries, namely Hariyama Sdn Bhd and Erajaya Synergy Sdn Bhd have in the ordinary course of their business entered into RRPT as disclosed below and the aggregate amount of such RRPT has exceeded the prescribed percentage ratio of 1% for the period from 1 November 2010 to 8 July 2011: -
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Subsidiary of JTH
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Related Party
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Nature of Transaction
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Amount of Transaction
(RM)
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Hariyama Sdn Bhd
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Palmgroup Palm Oil Mill Sdn Bhd
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Sale of Fresh Fruit Bunches
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10,569,694
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Erajaya Synergy Sdn Bhd
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Palmgroup Palm Oil Mill Sdn Bhd
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Sale of Fresh Fruit Bunches
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583,661
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11,153,355
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RATIONALE
The related party was able to procure the desired quantity at competitive prices. Additionally, the related party’s mill was located in the vicinity of the estates and the Group has benefited and will continue to benefit in term of pricing and business efficiency.
FINANCIAL EFFECT OF THE RRPT
The RRPT do not have any material effect on the earnings per share, net assets per share, share capital and substantial shareholders’ shareholding of JTH.
INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS
The Director of the Company, Mr Tiong Chiong Hee is the Director of Palmgroup Palm Oil Mill Sdn Bhd.
Palmgroup Palm Oil Mill Sdn Bhd is the wholly-owned subsidiary of Palmgroup Holdings Sdn Bhd. Tiong Chiong Hee is the major shareholder and Director of Palmgroup Holdings Sdn Bhd.
Accordingly, Tiong Chiong Hee is deemed interested in 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 RRPT.
WHETHER THE RRPT IS SUBJECT TO THE APPROVAL OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES
The RRPT is not subject to the approval of shareholders and the relevant government authorities.
STATEMENT BY THE AUDIT COMMITTEE
The Audit Committee having considered the rationale of the RRPT, is of the view that the RRPT are:
(i) fair, reasonable and on normal commercial terms;
(ii) not detrimental to the interest of the Company’s minority shareholders; and
(iii) in the best interest of the Group.
DIRECTORS’ RECOMMENDATION
The Board, with the exception of Tiong Chiong Hee, has considered all aspects of the transactions and is of the opinion that the RRPT is established under normal commercial terms and is in the best interest of the Group and not to the detriment of the minority shareholders of the Company.
This announcement is dated 12 July 2011.
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