PALETTE MULTIMEDIA BERHAD ("PALETTE" OR "COMPANY") RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WHICH ARE NECESSARY FOR THE DAY-TO-DAY OPERATIONS ("RRPT")
| PALETTE MULTIMEDIA BERHAD |
|
Type | Announcement |
| Subject | PALETTE MULTIMEDIA BERHAD ("PALETTE" OR "COMPANY") RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE WHICH ARE NECESSARY FOR THE DAY-TO-DAY OPERATIONS ("RRPT") |
Contents :
1. Introduction
- Affin Merchant Bank Berhad (“Affin Merchant”) is pleased to announce on behalf of the Board of Directors of Palette (“Board”) that the Company intends to seek its shareholders’ ratification (“Proposed Ratification”) and approval (“Proposed Mandate”) in respect of the RRPT at an Extraordinary General Meeting (“EGM”) to be convened.
- Pursuant to Paragraph 6.6 of the Listing Requirements of the Kuala Lumpur Stock Exchange ("KLSE") for the MESDAQ Markets (“MESDAQ Requirements”), a listed issuer is required to make an announcement and seek its shareholders’ approval at a general meeting each time a related party transaction is entered into by a listed company or any of its subsidiaries. The MESDAQ Requirements currently do not specifically provide for RRPT unlike the Listing Requirements for the Main Board and Second Board of the KLSE (“KLSE Listing Requirements”).
The Company has obtained the approval from the KLSE to allow the Company to seek its shareholders’ approvals for the Proposed Ratification and Proposed Mandate under similar terms as set out in Paragraph 10.09 and Practice Note 12/2001 of the KLSE Listing Requirements.
The Proposed Mandate, if approved by the shareholders of Palette at an EGM, will take effect from the date of passing the resolution and shall continue to be in force until:-
a) the conclusion of the Annual General Meeting (“AGM”) of Palette to be held in year 2004, at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed;
b) the expiration of the period within the next AGM after the date is required to be held pursuant to Section 143(1) of the Companies Act,1965 (“Act”) but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act; or
c) revoked or varied by resolution passed by the shareholders at a general meeting,
whichever is the earlier or any such time frame as may be required by the KLSE.
The details of the RRPT are as per Table 1.
3. Rationale
- The RRPT entered or to be entered into are in the ordinary course of business of Palette and are undertaken at arm’s length on normal commercial terms and on terms no more favourable to the related parties than those generally available to the public. They are likely to occur to some degree of frequency and arise at any time and from time to time.
The Proposed Mandate, subject to annual review, will eliminate the need for Palette to announce and convene separate general meetings on each occasion to seek prior approval of the shareholders of the Company for the RRPT. This will substantially reduce the expenses associated with convening of general meetings on an ad hoc basis, improve administrative efficiency considerably and allow resources and time to be channelled towards attaining corporate objectives.
- The Proposed Ratification and Proposed Mandate are not expected to have any material effects on the issued and paid-up share capital, substantial shareholders’ shareholdings, earnings and net tangible assets of Palette.
b) Eg Kaa Chee is a Non-Executive Director and a shareholder of Palette. He is also a partner of Rajah Lau and Associate.
c) Eg Kah Yee is an Executive Director and a substantial shareholder of Palette. He is a person connected to Eg Kaa Chee pursuant to Section 122A of the Act.
Accordingly, the above Directors have abstained and will continue to abstain from deliberating and voting at the Board meetings in respect of the Proposed Ratification and Proposed Mandate. They shall also abstain from voting and will ensure that persons connected to them will abstain from voting, on their direct and indirect shareholdings, if any, on the Proposed Ratification and Proposed Mandate at an EGM to be convened.
Save as disclosed above, none of the other Directors and/or substantial shareholders of Palette and persons connected to them have any interest, direct or indirect, in the Proposed Ratification and Proposed Mandate.
Palette will seek the shareholders’ approvals for the Proposed Ratification and Proposed Mandate at an EGM to be convened.
7. Directors’ Recommendation
The Board (with the exception of Abdul Razak bin Dato’ Haji Ipap, Eg Kaa Chee and Eg Kah Yee), having considered all aspects of the Proposed Ratification and Proposed Mandate, is of the opinion that the Proposed Ratification and Proposed Mandate are in the best interest of the Company.
8. EGM
The Notice convening the EGM and a circular to shareholders setting out the details and information on the Proposed Ratification and Proposed Mandate shall be despatched to the shareholders of Palette in due course.
Table 1
Company | Transacting party | Nature of transaction | Estimated value from 27.07.01 (date of listing) to forthcoming EGM(1) (RM’000) | Estimated value from forthcoming EGM(1) to next AGM(2) (RM’000) | Interested Director / Shareholder |
| Palette | Palette Computer Sdn Bhd (“PCSB”)(3) | Selling computer components to PCSB | 3,119 | 2,500 | Abdul Razak bin Dato’ Hj. Ipap |
| Palette | Rajah Lau and Associates (“RLA”) | Selling computer components to RLA | 30 | 30 | Eg Kaa Chee Eg Kah Yee(4) |
 | | Providing legal services to Palette | 64 | 35 |
Notes:-
(1) Assuming the forthcoming EGM date is on 30 September 2003.
(2) Assuming the next AGM date is on 31 May 2004.
(3) The principal activities of PCSB are marketing and selling of personal computers and related peripherals. Palette has no interest in PCSB.
(4) He is a person connected to Eg Kaa Chee pursuant to Section 122A of the Act.
Announcement Info
| Company Name | PALETTE MULTIMEDIA BERHAD (MESDAQ Market) |
| Stock Name | PALETTE |
| Date Announced | 16 Jul 2003 |
| Category | General Announcement |
| Reference No | MM-030701-36989 |
