MITRAJAYA HOLDINGS BERHAD - Announcements

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5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS The financial effects of the Proposed Acquisitions on MHB are as follows:– 5.1 Share Capital There will be no effect on the issued and paid-up capital of MHB as the Proposed Acquisitions will be satisfied wholly by cash and does not involve the issuance of MHB shares. 5.2 Shareholding Structure As the Proposed Acquisitions will be on a cash basis, it will not have any effect on MHB’s shareholding structure. 5.3 Earnings 5.4 NTA The Proposed Acquisitions will have no immediate effect on earnings but are expected to contribute positively to the earnings of MHB Group in future. The effect of the Proposed Acquisitions on the NTA of MHB Group is as follows:- RM’000 Audited NTA of MHB Group at 31 December 2000 125,680 Estimated goodwill arising on acquisition of the remaining 40% equity interest in Samitra (14,569) Adjusted NTA of MHB Group 111,111 Before Proposed Share Acquisition in Samitra 9 After Proposed Share Acquisition in Samitra RM’000 RM’000 Share Capital 94,874 94,874 Reserves 30,806 30,806 Shareholders’ Funds 125,680 125,680 Less: Intangible Assets - (14,569) NTA 125,680 111,111 NTA per share (sen) 132.47 117.11
5.5 Gearing As the Proposed Acquisitions will be on a cash basis and will be fully funded by internally generated fund, it is not expected to have any effect on MHB’s gearing position. 6. CONDITIONS OF THE PROPOSED ACQUISITIONS The Proposed Acquisitions is conditional upon the following approvals: (i) the shareholders of MHB at an EGM to be convened; (ii) the shareholders of Samrand; and (iii) the approval of any other relevant authorities. 7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST Dato' Samsudin bin Abu Hassan, being a Non-Executive Chairman and a substantial shareholder of MHB is deemed to be interested in the Proposed Acquisitions by virtue of him being also a Director and a major shareholder of Samrand. Consequently, Dato' Samsudin bin Abu Hassan and persons connected to him will abstain from deliberation at Board Meetings and voting on the Proposed Acquisitions at the EGM to be convened. NRB Holdings Limited and SMG Holdings Limited are also substantial shareholder of MHB and are connected to Dato’ Samsudin bin Abu Hassan and will abstain from voting on the proposed Acquisitions at the EGM to be convened. Number of MHB shares held as at 19.03.2001 Direct % Indirect % Dato’ Samsudin bin Abu Hassan – - 22,400,000 (Note1) 18.89 SMG Holdings Limited – - 22,400,000 (Note2) 18.89 NRB Holdings Limited – - 22,400,000 (Note3) 18.89 Note 1 Interest by virtue of substantial interest in SMG Holdings Limited. Note 2 Deemed substantial Interest in NRB Holdings Limited. SMG Holdings Limited is listed on the Johannesburg Stock Exchange. Note 3 Held via OSK Nominees (Asing) Sdn Bhd. Dato’ Samsudin bin Abu Hassan, NRB Holdings Limited and SMG Holdings Limited have given their undertaking that they shall ensure that the persons connected with him/them will abstain from voting on the resolutions relating to the proposed Acquisitions. Save as disclosed, none of the other Directors, substantial shareholders or persons connected with the Directors or substantial shareholders of MHB have interest in the above Proposed Acquisitions. 8. INDEPENDENT ADVISER Your Independent Directors have appointed HMP as Independent Adviser to advise the Independent Directors and minority shareholders on the Proposed Acquisitions. The Independent Advice of HMP on the Proposed Acquisitions is set out in Part B of this Circular. 10
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: CONTENTS PART A CIRCULAR TO THE SHA
Page 5 and 6: 1.2 In view of the interest of Dato
Page 7 and 8: 2.1.3 Terms of the Proposed GPIL Ac
Page 9 and 10: in the name of MSA to be registered
Page 11: 4. INDUSTRY OVERVIEW AND FUTURE PRO
Page 15 and 16: PART B To: The Shareholders of Mitr
Page 17 and 18: Independent Advice Letter to the Sh
Page 25 and 26: INFORMATION ON MHB 1. History and B
Page 27 and 28: Date of Allotment No. of Ordinary S
Page 29 and 30: Date of Allotment No. of Ordinary S
Page 31 and 32: Name Date and Place of Incorporatio
Page 33 and 34: Minority interests (RM’000) Profi
Page 35 and 36: 4. Particulars of Directors’ Shar
Page 49 and 50: INFORMATION ON SAMRAND 1. History a
Page 51: 6. Profit and Dividend Record The a
Page 57 and 58: vi) Facility Agreement dated 21.2.2
Page 59 and 60: xxix) A Supplemental Deed Poll date
Page 61 and 62: MITRAJAYA HOLDINGS BERHAD Company N

MITRAJAYA HOLDINGS BERHAD - Announcements

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