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1.
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INTRODUCTION
Pursuant to Paragraph 10.09(1)(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), the Board of Directors wishes to announce that Freight Management Holdings Bhd (“FMHB” or “the Company”), through its 51% subsidiary, TCH Marine Pte Ltd (“TCH”), has in the ordinary course of business entered into Recurrent Related Party Transactions (“RRPTs”) as disclosed below. The collective consideration of such RRPTs has exceeded the percentage ratio of 1% for the period from 1 December 2013 to 31 October 2014.
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Related Party
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1st Cornerstone Investment (“1st CI”)
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Transacting Party
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TCH
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Nature of Transaction
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TCH provides barge services to 1st CI
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Amount of Transactions
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:
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RM2,605,200.00.
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2.
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INTERESTS OF DIRECTORS & MAJOR SHAREHOLDERS
Mr Andrew Tay Nguang Yeow (“Mr Tay”) is a director of TCH and holds 49% shares in TCH. He is also a director of 1st CI.
Save as disclosed above, none of the other directors and/or major shareholders of FMHB and/or persons connected with Mr Tay, have any interest, direct or indirect, in the RRPTs.
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3.
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RATIONALE FOR THE TRANSACTIONS
The RRPTs are necessary for the day-to-day operations and are within the ordinary course of business of the FMHB Group of Companies. The RRPTs are made on arm’s length basis and on normal commercial terms which are not more favourable to the related party than those generally available to the public.
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4.
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FINANCIAL EFFECT OF THE RRPTS
The RRPTs do not have any effect on the issued and paid-up share capital of the Company and do not have any material effect on the earnings or the net tangible assets of the FMHB Group.
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5.
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STATEMENT BY AUDIT COMMITTEE
The Audit Committee of the Company has reviewed the terms of the RRPTs and is satisfied that the terms are:-
(a) Conducted at arm’s length basis;
(b) On terms not more favourable to the related parties than those generally available to the public; and
(c) not to the detriment of the Company’s minority shareholders.
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6.
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STATEMENT BY DIRECTORS
The Board of FMHB are of the opinion that the RRPTs is fair, reasonable and in the best interests of the FMHB Group and is not detrimental to the interest of the minority shareholders of the Company.
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7.
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APPROVAL OF SHAREHOLDERS AND RELEVANT AUTHORITIES
The RRPTs are not subject to the approval of shareholders or any relevant authorities. However, in due course the Company proposes to procure a shareholders’ mandate for the RRPTs pursuant to Paragraph 10.09(2) of the MMLR at the forthcoming Annual General Meeting of the Company to be convened on 25 November 2014.
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This announcement is dated 5 November 2014.
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