General Announcement

20/11/2001

PRESS METAL BERHAD ("PMB" or "Company") Proposed shareholders' mandate pursuant to Paragraph 10.09 of the Listing Requirements of the Kuala Lumpur Stock Exchange ("KLSE") ("Listing Requirements") in relation to recurrent related party transactions of a revenue or trading nature ("Proposed Shareholders' Mandate")

PRESS METAL BERHAD

TypeAnnouncement
SubjectPRESS METAL BERHAD ("PMB" or "Company")
Proposed shareholders' mandate pursuant to Paragraph 10.09 of the Listing Requirements of the Kuala Lumpur Stock Exchange ("KLSE") ("Listing Requirements") in relation to recurrent related party transactions of a revenue or trading nature ("Proposed Shareholders' Mandate")

Contents :

1. INTRODUCTION

      On behalf of the Board of Directors of PMB ("Board"), Alliance Merchant Bank Berhad ("Alliance") wishes to announce that the Company proposes to seek a general mandate from its shareholders for recurrent related party transactions of a revenue or trading nature pursuant to Paragraph 10.09 of the Listing Requirements at the forthcoming 16th annual general meeting (AGM) of the Company.

2. THE PROPOSED SHAREHOLDERS' MANDATE
      PMB is in the business of manufacturing and marketing of aluminium products, whilst the principal activities of its subsidiaries range from trading, contracting, fabricating and installation of aluminium and stainless steel products, curtain wall cladding system, project and property development, operation of waste recycling projects and environmental engineering.

      PMB and its subsidiary companies ("PMB Group"), in the ordinary course of business, enter into recurrent related party transactions of a revenue or trading nature and which are necessary for the day-to-day operations with its related parties. Such transactions are carried out on an arm's length basis and on commercial terms which are not more favourable to the related parties than those generally available to the public and which would not be to the detriment of the minority shareholders of the Company.

      PMB is seeking the Proposed Shareholders Mandate for the PMB Group to enter into the recurrent related party transactions with the related parties as detailed in Table 1 below. The general mandate sought by the Company will be in force at any time from the date of the mandate until the next AGM of the Company. Thereafter, shareholders' mandate will be sought for the renewal of such mandate at each subsequent AGM.

      The KLSE has, vide its letter dated 8 November 2001, approved the extension of time until 30 June 2002 for PMB to obtain a general mandate for recurrent related party transactions of a revenue or trading nature.

3. RATIONALE OF THE PROPOSED SHAREHOLDERS MANDATE
      By obtaining the Proposed Shareholders' Mandate and the renewal of the same on an annual basis, the necessity to convene separate meetings from time to time to seek shareholders' approval as and when such recurrent related party transactions occur would not arise. This would reduce substantial administrative time, inconvenience and expenses associated with the convening of such meetings, without compromising the corporate objectives of the PMB Group or adversely affecting the business opportunities available to the PMB Group.

4. APPROVALS REQUIRED
      The Proposed Shareholders' Mandate is subject to the approval of PMB's shareholders at the forthcoming 16th AGM to be convened.

5. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM
      Kuan Shin @ Kuan Nyong Hin, Kwan Yun Hong @ Kuan Onn Hing (resigned on 13 November 2001) and Kuan Pek Seng, who are shareholders and Directors of PMB are also shareholders and Directors of Chin Foh Berhad (CFB). Kuan Shin @ Kuan Nyong Hin, Kwan Yun Hong @ Kuan Onn Hing and Kuan Pek Seng are Directors of Chin Foh Trading Sdn Bhd (CFT), Lucksoon Sdn Bhd (LCSB) and CF Beloga Sdn Bhd (CFBSB), whilst, Kwan Yun Hong @ Kuan Onn Hing is also a Director and shareholder of CF Aluminium Sdn Bhd (CFA). CFT, LCSB, CFBSB and CFA are subsidiaries of CFB.

      Kuan Poh Fatt (resigned on 13 November 2001), Koon Poh Ming, Koon Poh Weng, Koon Poh Kong and Koon Poh Tat who are shareholders and Directors of PMB are also Directors of Everlast Aluminium (M) Sdn Bhd (EASB), which is a 61.57% subsidiary of PMB. They are also the directors and shareholders of Weng Fatt Stainless Sdn Bhd (WFSB), the company which holds the balance of 38.43% in EASB.

      By virtue of their directorships and shareholdings in these companies, Kuan Shin @ Kuan Nyong Hin, Kwan Yun Hong @ Kuan Onn Hing, Kuan Pek Seng, Kuan Poh Fatt, Koon Poh Ming, Koon Poh Weng, Koon Poh Kong and Koon Poh Tat are deemed interested in the Proposed Shareholders Mandate. Accordingly, they have and will continue to abstain from deliberating and voting on the resolution pertaining to the Proposed Shareholders Mandate at the relevant Board meeting as well as abstain from voting in respect of their shareholdings, direct and indirect, in PMB on the resolution relating to the Proposed Shareholders Mandate at the forthcoming 16th AGM.

      Kwan Chin Hing, a shareholder of PMB as well as a Director of CFB and CFT is also a shareholder of CFA. Kwan Chin Hing is a brother of both Kuan Shin @ Kuan Nyong Hin and Kwan Yun Hong @ Kuan Onn Hing. Kuan Pek Woon, son to Kuan Shin and brother to Kuan Pek Seng, is a director of CFA. Kwan Pek Wong, son to Kwan Chin Hing, is a Director of CFA. By virtue of their family relationships, Kwan Chin Hing, Kuan Pek Woon and Kwan Pek Wong are deemed persons connected to Kuan Shin @ Kuan Nyong Hin, Kwan Yun Hong @ Kuan Onn Hing and Kuan Pek Seng under Section 122A of the Companies Act, 1965 and they are deemed interested in the Proposed Shareholders Mandate.

      Accordingly, they will abstain from voting in respect of their shareholdings, direct and indirect, in PMB on the resolution relating to the Proposed Shareholders Mandate at the forthcoming 16th AGM.

      Save as disclosed above, none of the other Directors or Major Shareholders of PMB and/or persons connected to them have any interest, direct or indirect, in the Proposed Shareholders Mandate.

6. DIRECTORS' RECOMMENDATION
      The Directors, after due consideration of all aspects of the Proposed Shareholders' Mandate, are of the opinion that the Proposed Shareholders' Mandate is in the best interests of PMB.

      This announcement is dated 20 November 2001.

Table-PMB.doc

Attachments

Table-PMB.doc
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Announcement Info

Company NamePRESS METAL BERHAD  
Stock Name PMETAL
Date Announced20 Nov 2001  
CategoryGeneral Announcement
Reference NoMM-011119-43066

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