Related Party Transaction

RNS Number:3768U
Tanjong PLC
19 January 2004

TANJONG PUBLIC LIMITED COMPANY

     - RELATED PARTY TRANSACTION PURSUANT TO PARAGRAPH 10.08 OF THE LISTING
REQUIREMENTS OF MALAYSIA SECURITIES EXCHANGE BERHAD  
 
Contents: 
 
 
     1. INTRODUCTION

 
Tanjong Public Limited Company ("Tanjong" or "Company") wishes to announce
that Powertek Berhad ("Powertek"), a wholly-owned subsidiary of Tanjong has
today entered into an agreement with All Asia Power Services Sdn Bhd ("AAPS")
which has undertaken to provide technical services in respect of a major
inspection to one (1) unit MS9001E gas turbine ("Agreement"). 
 
 
 
     2. DETAILS OF RELATED PARTY TRANSACTION

 
The Agreement sets out the terms and conditions upon which AAPS is appointed
to provide technical services in respect of a major inspection to one (1)
unit MS9001E gas turbine. 
      
The transaction is a non-recurrent related party transaction
("Transaction"). 
 
Details of the nature of the transaction, the value of consideration, the
nature of the relationship and interests of the transacting parties are set
out in the table annexed hereto as Annexure "A". 
 
Copy of the Agreement is available for inspection during normal business
hours (public holidays excepted) at the Principal Office of the Company at
Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur for a
period of two (2) weeks from the date of this announcement. 
 
 
 
     3. RATIONALE

 
Powertek is in the business of power generation and as part of its
maintenance schedule, Powertek requires major inspection services in respect
of its gas turbines and AAPS possesses the relevant expertise in the conduct
of such major inspection and quoted the best bid to provide the required
services for the purposes of the major inspection as contemplated by the
Company. 
 
 
 
     4. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

  
The details of the nature and extent of interests of the Directors and major
shareholders of Tanjong in the Transaction are set out in the table annexed
hereto as Annexure "A". 
 
Save as disclosed in Annexure "A" hereto and as far as the Directors are
aware, none of the other Directors, major shareholders and/or persons
connected to them, have any interest, direct or indirect in the Transaction. 
 
The interested Directors have abstained from voting on the resolutions in
respect of the Transaction. 
 
 
 
     5. STATEMENT BY THE BOARD OF DIRECTORS

  
The Board (save for Encik Augustus Ralph Marshall and Encik Tan Poh Ching who
abstained from all Board deliberations and voting on the Transaction) having
taken into consideration all aspects of the Transaction, is of the opinion
that the Transaction is in the ordinary course of business of Powertek and is
a commercial agreement which is entered into on an arms' length basis which
is in the best interests of Powertek. 
 
 
 
     6. FINANCIAL EFFECTS

  
The Transaction will not have any effect on the issued and paid-up share
capital of the Company nor will it have any material effect on the earnings
and net tangible assets of the Tanjong Group or on the shareholdings of the
substantial shareholders of Tanjong. 
 
 
 
     7. APPROVAL REQUIRED

  
The Transaction is not subject to the Company's shareholders' approval or
approvals from any relevant authorities. 
                                                                    Annexure "A" 
 

                                                                              
  Transacting        Nature of          Value of             Details of       
  parties            transaction        consideration        Interests and    
                                                             Nature of        
                                                             Relationship of  
                                                             Transacting      
                                                             Parties          

  Powertek Berhad    Appointment of     Maximum aggregate    Powertek is a    
  ("Powertek") and   AAPS as the        of RM2,357,670       wholly-owned     
  All Asia Power     contractor to      based on maximum     subsidiary of    
  Services Sdn Bhd   provide            possible scope of    Tanjong while    
  ("AAPS")           technical          work under the       AAPS is a 75%    
                     services in        Agreement payable    subsidiary of    
                     respect of a       in cash.             Usaha Tegas Sdn  
                     major inspection                        Bhd ("UTSB").    
                     to one (1) unit                                          
                     MS9001E gas                             UTSB, Pacific    
                     turbine.                                States           
                                                             Investment       
                                                             Limited          
                                                             ("PSIL"), Excorp 
                                                             Holdings N.V.    
                                                             ("Excorp"),      
                                                             PanOcean         
                                                             Management       
                                                             Limited          
                                                             ("PanOcean") and 
                                                             Ananda Krishnan  
                                                             Tatparanandam    
                                                             ("TAK") are      
                                                             major            
                                                             shareholders of  
                                                             Tanjong with     
                                                             each having a    
                                                             deemed equity    
                                                             interest of      
                                                             31.53% in        
                                                             Tanjong. Excorp  
                                                             is 100% owned by 
                                                             PanOcean and it  
                                                             has a 100%       
                                                             direct           
                                                             controlling      
                                                             interest in      
                                                             PSIL, which in   
                                                             turn has a       
                                                             99.999% direct   
                                                             controlling      
                                                             interest in      
                                                             UTSB. PanOcean   
                                                             is the trustee   
                                                             of a             
                                                             discretionary    
                                                             trust, the       
                                                             beneficiaries of 
                                                             which are        
                                                             members of the   
                                                             family of TAK    
                                                             and foundations  
                                                             including those  
                                                             for charitable   
                                                             purposes.        
                                                             Although         
                                                             PanOcean is      
                                                             deemed to have   
                                                             an interest in   
                                                             the shares       
                                                             through Excorp,  
                                                             it does not have 
                                                             any economic or  
                                                             beneficial       
                                                             interest over    
                                                             such shares, as  
                                                             such interest is 
                                                             held subject to  
                                                             the terms of the 
                                                             discretionary    
                                                             trust.           
                                                                              
                                                             TAK is deemed to 
                                                             have an interest 
                                                             in the shares by 
                                                             virtue of        
                                                             PanOcean's       
                                                             deemed interest  
                                                             in the shares.   
                                                             Although TAK is  
                                                             deemed to an     
                                                             interest in the  
                                                             shares, he does  
                                                             not have any     
                                                             economic and     
                                                             beneficial       
                                                             interest in the  
                                                             shares since     
                                                             such interest is 
                                                             held subject to  
                                                             the terms of the 
                                                             discretionary    
                                                             trust. TAK is a  
                                                             director of      
                                                             UTSB, Excorp and 
                                                             PanOcean.        
                                                                              
                                                             Encik Augustus   
                                                             Ralph Marshall   
                                                             ("RM") and Encik 
                                                             Tan Poh Ching    
                                                             ("TPC") who are  
                                                             Executive        
                                                             Director and     
                                                             Non-Executive    
                                                             Director of      
                                                             Tanjong          
                                                             respectively are 
                                                             also directors   
                                                             of UTSB. RM and  
                                                             TPC each hold    
                                                             0.131% indirect  
                                                             and 0.043%       
                                                             direct equity    
                                                             interest in      
                                                             Tanjong          
                                                             respectively.    
                                                             TPC is also a    
                                                             director of      
                                                             Powertek. In     
                                                             addition, TPC    
                                                             holds options to 
                                                             subscribe for    
                                                             350,000 unissued 
                                                             shares of        
                                                             Tanjong of 7.5   
                                                             pence each       
                                                             pursuant to the  
                                                             Tanjong Public   
                                                             Limited Company  
                                                             Employees' Share 
                                                             Option Scheme.   
                                                             They do not have 
                                                             any shareholding 
                                                             in AAPS, UTSB    
                                                             and Powertek.    
                                                                              
                                                             Khoo Teng Bin    
                                                             ("KTB") is a     
                                                             major            
                                                             shareholder of   
                                                             Tanjong via his  
                                                             direct equity    
                                                             interest of      
                                                             0.046% in        
                                                             Tanjong and an   
                                                             indirect equity  
                                                             interest of      
                                                             7.68% in         
                                                             Tanjong, which   
                                                             arises from his  
                                                             deemed equity    
                                                             interest of 100% 
                                                             in Ultimate      
                                                             Corporation Sdn  
                                                             Bhd, a major     
                                                             shareholder of   
                                                             Tanjong. KTB is  
                                                             also a director  
                                                             of UTSB and he   
                                                             does not have    
                                                             any equity       
                                                             interest in      
                                                             UTSB.            
                                                                              
                                                             Tunku Dato' Seri 
                                                             Mahmud bin Tunku 
                                                             Besar            
                                                             Burhanuddin      
                                                             ("TM") has an    
                                                             indirect equity  
                                                             interest of      
                                                             0.54% in Tanjong 
                                                             which arises     
                                                             from his direct  
                                                             equity interest  
                                                             of 99.999% in    
                                                             Impian Tegap Sdn 
                                                             Bhd. In          
                                                             addition, TM is  
                                                             also a director  
                                                             of UTSB and he   
                                                             does not have    
                                                             any equity       
                                                             interest in      
                                                             UTSB.            
                                                                              
                                                             Chan Chee Beng,  
                                                             a director of    
                                                             Powertek, is     
                                                             also a director  
                                                             of UTSB. He does 
                                                             not have any     
                                                             equity interest  
                                                             in UTSB and      
                                                             Powertek.        
                                                                              
                                                             AAPS is deemed a 
                                                             person connected 
                                                             to UTSB, PSIL,   
                                                             Excorp and       
                                                             PanOcean by      
                                                             virtue of these  
                                                             major            
                                                             shareholders     
                                                             being entitled   
                                                             to control the   
                                                             exercise of not  
                                                             less than 15% of 
                                                             the voting       
                                                             shares of AAPS.  
 
 
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