General Announcement

24/03/2000

O.S.K. HOLDINGS BERHAD ("OSK" or the "Company") Memorandum Of Understanding Between OSK and I.T. & e Limited

O.S.K. HOLDINGS BERHAD

TypeAnnouncement
SubjectO.S.K. HOLDINGS BERHAD ("OSK" or the "Company")
Memorandum Of Understanding Between OSK and I.T. & e Limited

Contents :

1. Introduction

    The Board of OSK is pleased to announce that the Company has on even date entered into a Memorandum Of Understanding ("MOU") with I.T. & e Limited ("IT&e") to participate in the following internet and e-commerce ventures:
    • OSK and IT&e will establish a joint-venture company ("JVCo") to develop a network of Pan Asian internet portals providing e-stockbroking and related financial services ("Proposed JV"); and
    • OSK and/or its subsidiary companies ("OSK Group") will invest up to 19.9% equity in IT&e ("Proposed IT&e Investment").

    (The Proposed JV and the Proposed IT&e Investment are collectively referred as the "Proposed e-Strategic Alliance").

OSK and IT&e will own 60% and 40% of the equity interest in the JVCo respectively. Definitive agreements will be entered into between the OSK Group and IT&e to give legal effect to the Proposed e-Strategic Alliance within a period of fourteen (14) days (or such other period to be mutually agreed) from the date of the MOU. As the principal terms and conditions of the definitive agreements have not been finalised, further details on the Proposed e-Strategic Alliance will be announced once the definitive agreements have been executed.

The MOU is available for inspection at the Registered Office of OSK at 20th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur during normal business hours from Mondays to Fridays (except for public holidays) for a period of fourteen (14) days from the date of this Announcement.


2. Background information on IT&e
    IT&e was incorporated in Australia on 28 July 1999 as a public company under Australian Corporations Law. The present issued and paid-up capital of IT&e is approximately A$21.116 million comprising 64.775 million ordinary shares in issue. IT&e was listed on the Australian Stock Exchange on 3 December 1999.

    IT&e was created from the successful merger of several established private companies to become a unique provider of services in the information technology ("IT") and e-commerce industries. IT&e provides end-to-end IT and e-commerce solutions to business including, inter-alia, designing and building transaction processing capabilities for web sites and designing and implementing internet systems and virtual private networks.

    I.T. & e Commerce Solutions Pty Ltd ("IT&eCS"), a wholly-owned subsidiary of IT&e, designed, built and continues to manage one of Australias largest e-commerce sites for Commonwealth Securities Limited ("Comsec"), www.comsec.com.au, the Commonwealth Bank Ltds online share trading companys web site. IT&eCS also handles all ongoing development and maintenance for all Comsecs internet systems and products.

    The Comsec website is Australias busiest and most successful Australian developed e-commerce transactional website, attracting over 110 million visits a month and completing an estimated 20,000 active trades a day. It is estimated that Comsec has in excess 500,000 current on-line customers.

    IT&e has reported in its Prospectus proforma consolidated revenues and earnings before interest and tax of approximately A$55.8 million and A$2.3 million respectively for the financial year ended 30 June 1999. Further information on IT&e can be found at its web site, www.ite.com.au.

    ( Source : Management of IT&e, IT&e Prospectus dated 25 October 1999 and Australian Associated Press article entitled "CBA doubles online users since June" dated 23 March 2000)

3. Rationale

The desire for competitive advantage fuels the search for innovation. The IT revolution reflects this desire. As each successful technological innovation becomes widely accepted, the search for the next competitive advantage begins. The internet and e-commerce is the latest technological business advantage. It is changing the way businesses and people communicate, transact and distribute goods and services worldwide.

The MOU will provide the OSK Group and IT&e exclusivity to finalise the intricate details of the Proposed e-Strategic Alliance. The Proposed e-Strategic Alliance will enable the OSK Group to adapt, innovate and transform e-commerce to a competitive advantage for its future business growth. It will also allow the OSK Group to tap the expertise and experience of IT&e to further venture into internet and e-commerce enabled financial services. The Proposed e-Strategic Alliance also represents the OSK Group's initiative to heed the Government's call for the development of e-commerce in the capital market, which will result in a more competitive and efficient market place. In addition, the proposed equity participation in IT&e will enable the OSK Group to enjoy the potential growth in one of Australias leading internet and e-commerce service providers.


4. Directors and Substantial Shareholders Interests

    None of the Directors or substantial shareholders of OSK or persons connected to the Directors or substantial shareholders have any interest, direct or indirect, in the MOU.

5. Statement by the Directors

    The Board is of the opinion that the MOU is in the best interest of the OSK Group.


Announcement Info

Company NameO.S.K. HOLDINGS BERHAD  
Stock Name OSK
Date Announced24 Mar 2000  
CategoryGeneral Announcement
Reference NoOH-000324-56563

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