1. Introduction
MEASAT Global Berhad (“MEASAT Global” or “the Company”) wishes to announce that MEASAT Satellite Systems Sdn Bhd (“MSS”), a wholly-owned subsidiary of the Company had on 5 June 2006 entered into a transponder lease agreement with Pacific Wireless Inc. (“PWI”) a company incorporated in the Philippines ("Transponder Lease Agreement"), for the lease to PWI of transponder capacity on the MEASAT-2 satellite (“Transaction”).
The Transaction constitutes a Recurrent Related Party Transaction pursuant to Paragraph 10.09 of the LR.
2. Details of the Transaction
The details of the Transaction are as follows:-
Nature of Transaction |
Transacting Parties |
Consideration of Agreement
|
| The lease of MSS to PWI of transponder capacity for 1 year under MEASAT-2, with automatic renewal for two (2) consecutive terms of one (1) year each, unless terminated by the MSS or PWI. |
MSS and PWI |
1 year at a total value of PHP7,182,200 (approximately RM494,961) |
3. Information on transacting parties
MSS incorporated on 26 August 1992, is a wholly-owned subsidiary of MEASAT Global with an issued and paid-up capital of RM300,000,000. MSS is principally involved in the operation of a regional satellite network for broadcasting, telecommunications, multimedia and internet application and investment holding. MSS is the sole licensed commercial satellite operator in Malaysia.
PWI, incorporated on 29 September 1995 in the Philippines, is 40% owned by Usaha Tegas Sdn Bhd with an issued and paid-up capital of Philippines Peso176,250,000. PWI is principally involved in the provision of telecommunications services.
4. Rationale
As the operator of a regional satellite network, the Company leases transponder capacity and the Transponder Lease Agreement with PWI is expected to generate revenue for the Company by way of lease rentals.
The terms under the Transaction were negotiated at arms length and are not more favourable to PWI than that generally available to other parties.
5. Details of Interest of the Directors and Major Shareholders of MEASAT Global and the Nature of Relationship of Transacting Parties.
PWI is a party related to MEASAT Global by virtue of having a common Major Shareholder.
The details of the interest of the Directors and the Major Shareholder of MEASAT Global and the nature of the relationship of the transacting parties in respect of the Transaction are set out in Appendix A.
6. Statement by the Board of Directors of MEASAT Global
The Board (save for RM who abstained from all Board deliberations and voting on the Transactions) having take into consideration all aspects of the Transaction is of the opinion that the Transaction is in the best interest of the MEASAT Global Group.
7. Financial Effects of the Transactions
The Transaction does not have any effect on the issued and paid-up capital and it does not have any material effect on the earnings per share and net assets per share of the MEASAT Global Group or on the shareholdings of the substantial shareholders.
8. Approval
Required The Transaction does not require MEASAT Global’s shareholders’ approval or approvals from any relevant authorities.
This Announcement is dated 5 June 2006.
