General Announcement
Reference No
TC-071130-63700
Company Name
:
TALAM CORPORATION BERHAD
Stock Name
:
TALAM
Date Announced
:
30/11/2007
Type
:
Announcement
Subject
:
TALAM CORPORATION BERHAD (“Talam” or “the Company”)
RECURRENT RELATED PARTY TRANSACTION PURSUANT TO PARAGRAPH 10.09 OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
Contents :
1. INTRODUCTION
Pursuant to Paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), the Board of Directors of Talam wishes to announce that its wholly-owned subsidiary, TCB Resources Sdn Bhd (“TCBR”) has on 29 November 2007 entered into a Project Management Agreement (“Agreement”) with Radiant Pillar Sdn Bhd (Company No. 501699-W) (“RPSB”), a 50% associate company of Kumpulan Europlus Berhad (Company No. 534368-A) (“KEURO”) which in turn holds 42.94% in Talam. The said transaction is a recurrent related party transaction (“RRPT”).
2. DETAILS OF THE RRPT
The details of the RRPT are as follows:-
(a)
Transacting Parties
TCBR and RPSB
(b)
Interested Parties and Nature of Relationship
(i) Tan Sri Dato’ Dr (Ir) Chan Ah Chye @ Chan Chong Yoon (“TSDCAC”) is the Executive Director (Executive Chairman) and major shareholder of the Company and Executive Director (President/Chief Executive) and major shareholder of KEURO.
(ii) Puan Sri Datin Thong Nyok Choo (“PSDTNC”), the spouse of TSDCAC is a major shareholder and former President/Chief Executive of the Company and is also the Director and major shareholder of KEURO.
(c)
Nature of Transaction
RPSB desires to engage TCBR as the Project Manager to undertake and provide inter-alia the following professional services in relation to the development of a piece of land measuring approximately 4,954 acres located within the Mukim of Tanjong Duabelas, Mukim of Teluk Panglima Garang and Pekan of Jenjarum, all within District of Kuala Langat, Selangor Darul Ehsan into a residential and commercial development to be known as “Canal City” (“the Project”):-
(i)
Planning Approval (Canal City)
(a)
Concept Plan Submission and Approval
(b)
Planning Layout/Development Order Submission and Approval
(c)
Precomp Plan Submission and Approval
(d)
Infrastructure and Earthwork Plan Submission and Approval
(e)
Utilities/Services Plan Submission and Approval
(f)
Building Plan Submission and Approval
(ii)
Land Matter
(a)
Land Acquisition
(b)
Land Alienation
(c)
Land Conversion and Sub-Division
(d)
Land Amalgamation
(e)
Surrender and Realienation
(f)
Registration of Title
(g)
Strata Title
(h)
Permission to Transfer and Charge to Purchasers
(d)
Transaction Value
TCBR shall be paid fees for the services rendered as follows:-
(i)
A fee of Ringgit Malaysia Five Hundred Thousand (RM500,000) per month, which fee shall be payable commencing from the date of the Agreement until expiry of the twenty-four (24) months thereafter and subject to availability of funds; and
(ii)
Thereafter, at a fee equivalent to one per cent (1%) of the aggregate sale price of all units sold, which fees shall be due thirty (30) days after the end of the month of the signing of the sale and purchase agreements between RPSB and the prospective purchasers in relation to the units and after the recoupment by RPSB of the amount of Ringgit Malaysia Twelve Million (RM12,000,000) being the fees paid to TCBR under Clause 6.1.1 (a) of the Agreement.
For avoidance of doubt, the total fees payable to and receivable by TCBR for the services rendered (including the fees payable under Clause 6.1.1(a) of the Agreement shall not exceed one per cent (1%) of the aggregate sale price of the units sold by RPSB.
3. RATIONALE
The provision of the management services to RPSB enables TCBR, which has extensive expertise in this area, to generate a good and stable income for the Group over an estimated development period of 20 years.
The RRPT is made in the ordinary course of business of Talam which is carried out at arm’s length on normal commercial terms and is not detrimental to the interest of the shareholders of Talam and on the terms not more favourable to the related party than those generally available to the public.
4. FINANCIAL EFFECTS
(a)
Share Capital
The RRPT will not have any effect on the issued and paid-up share capital of Talam.
(b)
Net Tangible Assets ("NTA"), Earnings and Gearing
The RRPT is not expected to have any material effect on the NTA but will contribute positively to the earnings per share of the Talam Group for the year ending 31 January 2008.
The RRPT will have no effect to the gearing of the Talam Group for the year ending 31 January 2008.
5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
(a)
TSDCAC is the Executive Director (Executive Chairman) and major shareholder of the Company and Executive Director (President/Chief Executive) and major shareholder of KEURO.
(b) PSDTNC, the spouse of TSDCAC is a major shareholder and former President/Chief Executive of the Company and is also the Director and major shareholder of KEURO.
Accordingly, TSDCAC and PSDTNC have direct and indirect interest in the RRPT and have abstained from all Board deliberations and voting on the RRPT.
Save as disclosed above, none of the other Directors and/or the major shareholders of Talam and/or persons connected with the Director or major shareholders have any interest, direct or indirect in the RRPT.
6. DIRECTORS’ RECOMMENDATION
The Directors of Talam, after considering all aspects of the RRPT are of the opinion that the RRPT is made in the best interest of the Company.
7. APPROVALS REQUIRED
The RRPT was not included in the existing shareholders’ mandate and approval is to be obtained from the shareholders of Talam at its forthcoming Extraordinary General Meeting/Annual General Meeting.
©
2008
, Bursa Malaysia Berhad. All Rights Reserved.