MITRAJAYA HOLDINGS BERHAD - Announcements

More documents

Recommendations

Info

xviii) Central Depository and Paying Agency Agreement dated 21.2.2000 between PMJ, PBT, BNM and ADB for the appointment of BNM as central depository and paying agent for the BaIDS; xix) Security Agency Agreement dated 21.2.2000 between PMJ as issuer, ADB as security agent, and PBT as trustee for the appointment by PMJ and PBT of ADB as security agent for the BaIDS; xx) Corporate Guarantee dated 21.2.2000 issued by MHB in favour of PBT whereby MHB has guaranteed to PBT as trustee for the holders of the BaIDS redemption of the BaIDS by PMJ; xxi) Deed of Assignment of Contract Proceeds dated 21.2.2000 between PMJ, ADB as security agent, and PBT as trustee whereby PMJ assigned to ADB all moneys payable to PMJ relating to development and construction project (“Putrajaya Project”) in Putrajaya by PMJ as security for the redemption of the BaIDS; xxii) Deed of Assignment of Contract Proceeds dated 21.2.2000 between PMJ, ADB as security agent and PBT as trustee, whereby PMJ assigned to ADB all moneys payable to PMJ relating to road development projects (“Construction Project”) by PMJ as security for the redemption of the BaIDS; xxiii) Memorandum of Charge of Project Account dated 21.2.2000 between PMJ, ADB as security agent and PBT as trustee, whereby PMJ charged in favour of ADB the project account (“Project Account”) into which moneys payable to PMJ relating to the Construction Project and the Putrajaya Project are captured as security for the redemption of the BaIDS; xxiv) Memorandum of Charge of Sinking Fund Account dated 21.2.2000 between PMJ, ADB as security agent and PBT as trustee, whereby PMJ charged in favour of ADB the sinking fund account into which moneys from the Project Account are transferred as security for the redemption of the BaIDS; xxv) Trust Deed dated 21.2.2000 between PMJ, PBT and ADB relating to the issue of BaIDS by PMJ and the appointment of PBT as trustee for the holders of BaIDS; xxvi) Agreement dated 13.3.2000 between Samrand, GPIL and Samitra supplementing the Samitra Joint Venture Agreement under which the parties agreed that Samitra shall reclassify the shares issued to GPI and to Samrand as Class A and Class B ordinary par value shares respectively and issue 100 redeemable preference shares at one cent each at a premium of Rand152,495.49 per share to GPI upon the terms therein contained; xxvii) Underwriting Agreement dated 17.11.2000 entered into between MHB, Aseambankers, Hwang-DBS Securities Berhad (“Hwang-DBS”) and K&N Kenanga Berhad (“K&N”) under which Aseambankers was appointed as managing underwriter for the rights Issue and Aseambankers, Hwang-DBS and K&N collectively agreed to underwrite the issue of up to 12,356,866 Rights Shares at a commission of 1.5% of the issue price per Rights Share underwritten by them; xxviii) Deed Poll dated 4.12.2000 executed by MHB which constitutes 11,859,290 Warrants 2001/2011 each of which will entitle its holders to subscribe to 1 ordinary share of RM1.00 each in MHB for a period of 10 years (“Exercise Period”) from the date of issue of the Warrants 2001/2011 at a subscription price of RM1.50 for the first 5 years of the Exercise Period (“First Period”) and thereafter until the expiry of the Exercise Period at a subscription price equal to 120% of the exercise price as at the last market day of the First Period; and 55
xxix) A Supplemental Deed Poll dated 4.12.2000 executed by MHB constituting 16,614,603 Warrants 1998/2002 which is required to be issued pursuant to the Deed Poll1 in conjunction with the Exercises. xxx) Comprehensive Agreement entered into between GPIL, MSA, Samitra and Samrand on 15.01.2001 for GPIL to acquire from Samrand 400 shares of Rand1.00 each representing 40% of the issued and paid-up share capital of Samitra for a cash consideration of Rand30,000,000 or approximately RM15,372,000 and further thereto a Deed of Sale entered into between MSA and Samrand on 15.01.2001 for MSA to acquire from Samrand two pieces of freehold property known as Portion 251 and Portion 252 (a portion of Portion 2) of the farm OLIEVENHOUTBOSCH No. 389, Registration Division JR, Province of Gauteng in the State City of Centurion, South Africa for a total cash consideration of Rand11,400,000 or approximately RM5,841,360. 4. MATERIAL LITIGATIONS As at the date of this Circular, save as following, neither the Company nor its subsidiaries are engaged in any litigation, either as plaintiff or defendant which has a material effect on the financial position of the Company or its subsidiaries, and the Directors do not know of any proceedings pending or threatened or of any fact likely to give rise to any proceeding which might materially and adversely affect the position or business of the Company or its subsidiaries: i) A letter of demand dated 25 May 2000 has been issued by Messrs Jeff Leong, Poon & Wong on behalf of Pembinaan Mitrajaya Sdn Bhd (“PMJ”) to the Legends Golf and Country Resort Berhad (“LGCR”) for the sum of RM1,936,562.36 in respect of construction and development of golf course and club house at Johor. A Writ of Summons and Statement of Claim dated 12 July 2000 have been received and served to the defendant. Due to the non appearance of the defendant, PMJ have proceeded with the filling of the Affidavit of Services Certificate of Non Appearance and Judgement in Default of Appearance at the Johor Bahru High Court on 21 September 2000. The sealed copies of Judgement in Default of Appearance have on 16 January 2001 been served to the defendant with instructions to commence winding-up proceedings against the defendant. 5. MANAGEMENT AGREEMENTS AND SERVICE CONTRACTS There are no management agreements entered into by the MHB Group with third parties or service contracts entered into by the MHB Group with any of its existing Directors as at the date of this Circular. 6. CONTINGENT LIABILITIES Save as disclosed in the last audited accounts for the financial year ended 31 December 2000 of the Company and its subsidiaries, the Directors are not aware of any contingent liabilities having arisen which, upon becoming enforceable, will have a substantial impact on the profit and cashflow or net asset value of the Company and its subsidiaries. 7. MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURE Save as disclosed in the last audited accounts for the financial year ended 31 December 2000 of the Company and its subsidiaries, the Directors are not aware of any new capital commitments having arisen which, upon becoming enforceable, will have a substantial impact on the profit or net assets value of the MHB Group. 56
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 and 12: 4. INDUSTRY OVERVIEW AND FUTURE PRO
Page 13 and 14: 5.5 Gearing As the Proposed Acquisi
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: vi) Facility Agreement dated 21.2.2
Page 61 and 62: MITRAJAYA HOLDINGS BERHAD Company N
show all

MITRAJAYA HOLDINGS BERHAD - Announcements

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?