Transactions (Chapter 10 Of Listing Requirements) : Recurrent Related Party Transactions

BackFeb 02, 2021
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RECURRENT RELATED PARTY TRANSACTIONS
Description OPTIMAX HOLDINGS BERHAD ("OPTIMAX" OR COMPANY") RECURRENT RELATED PARTY TRANSACTION OF REVENUE OR TRADING NATURE


1.         INTRODUCTION

Pursuant to Rule 10.09(1)(b) of the ACE Market Listing Requirements of Bursa Securities Malaysia Berhad (“Bursa Securities”), the Board of Directors of Optimax wishes to announce that two wholly-owned subsidiaries of Optimax, namely Optimax Eye Specialist Centre Sdn Bhd (“OESC”) and Optimax Eye Specialist Centre (Shah Alam) Sdn Bhd (“OESC Shah Alam”), had in the ordinary course of business entered into recurrent related party transactions (“RRPTs”) with Dr. Nor Zainura Binti Zainal, who is an eye specialist of Optimax and a director of OESC Shah Alam.

 

The total consideration for the RRPTs in aggregation exceeds the percentage ratio of 1% (based on the consideration against net assets of Optimax) for the period from 18 August 2020 (being the date of admission of Optimax to the Official List of Bursa Securities) to 31 January 2021. Further details on the RRPTs are disclosed in Section 2 of this announcement.

 

2.         DETAILS OF THE RRPTs

 

 

Transacting parties

Nature of relationship

Nature of transaction

Value of RRPT from 18 August 2020 to 31 January 2021

(RM)

% against net assets of Optimax

OESC and Dr. Nor Zainura Binti Zainal

 

Interested director - Dr. Nor Zainura Binti Zainal

 

Dr. Nor Zainura Binti Zainal is an eye specialist of Optimax and a director of OESC Shah Alam, a wholly-owned subsidiary of Optimax.

Payment of consultancy fees to Dr. Nor Zainura Binti Zainal for the provision of professional services by Dr. Nor Zainura Binti Zainal to OESC

109,369

0.26%

OESC Shah Alam and Dr. Nor OESC Binti Zainal

Payment of consultancy fees to Dr. Nor Zainura Binti Zainal for the provision of professional services by Dr. Nor Zainura Binti Zainal to OESC Shah Alam

355,337

0.85%

TOTAL

464,706

1.11%

3.         RATIONALE FOR THE RRPTs

The RRPTs are necessary for the day to day operations of Optimax and are intended to meet the business needs of Optimax as the RRPTs are for the payment of consultancy fees to Dr. Nor Zainura Binti Zainal for the provision of her professional services as an eye specialist to OESC and OESC Shah Alam, both of which are wholly-owned subsidiaries of Optimax. The RRPTs are made in the ordinary course of business at arm’s length and on normal commercial terms which are not more favourable to the related parties than those generally available to third parties dealing at arm’s length. The RRPTs are also not detrimental to the interest of the minority shareholders of Optimax.

 

4.         FINANCIAL EFFECTS OF THE RRPTs

The RRPTs will not have any material effect on the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of Optimax for the financial year ended 31 December 2020.

 

5.         DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

Save as disclosed in the item 2 above, none of the other Directors and/or Major Shareholders of the Company and/or persons connected with them have any interest, direct or indirect in the RRPTs.

 

6.         STATEMENT BY THE AUDIT AND RISK MANAGEMENT COMMITTEE (“ARMC”)

The ARMC having considered the rationale for the RRPTs and all aspects of the RRPTs, is of the view that the RRPTs are carried out in the best interests of the Company, that the RRPTs are fair, reasonable and on normal commercial terms, and not detrimental to the interests of the minority shareholders of Optimax.

 

7.         STATEMENT BY BOARD OF DIRECTORS

The Board of Directors of the Optimax, having considered all aspects of the RRPTs, is of opinion that the RRPTs are in the best interest of the Company and not detrimental to the interest of the minority shareholders of Optimax.

 

8.         APPROVAL REQUIRED

The RRPTs are not subject to the approval of shareholders of Optimax as the highest aggregated percentage ratio of the value transacted is less than 5%, based on the pro forma statement of financial position of the Optimax as at 31 December 2019. However, shareholders’ mandate will be sought if the percentage ratio of the RRPTs is 5% and above.

 

This announcement is dated 2 February 2021.

 


Announcement Info

Company Name OPTIMAX HOLDINGS BERHAD
Stock Name OPTIMAX
Date Announced 02 Feb 2021
Category General Announcement for PLC
Reference Number GA1-29012021-00040