BERJAYA GROUP BERHAD - Berjaya Corporation Berhad

104
N O T E S T O T H E A C C O U N T S
30 APRIL 1998
34 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED)
(A)
COMPLETED EVENTS (CONTINUED)
(14)On 29 November 1997, the Company announced the proposed disposal, via its subsidiary
companies, to Swasco Dunia Sdn Bhd (“Swasco”) its entire interest in CoswayCorp comprising
233,667,060 ordinary shares of RM1.00 each representing approximately 81% equity interest in
CoswayCorp, RM26,277,673 nominal amount of 6% Redeemable Convertible Unsecured Loan
Stocks 1993/1998 of RM1.00 each and 58,645,787 units of Transferable Subscription Rights for a
combined consideration of approximately RM1,379 million.
On even date, CoswayCorp announced the proposed disposal to the Company of TKSB, whereby
prior to the proposed disposal, TKSB would acquire all the existing subsidiary companies of
CoswayCorp for a total cash consideration of approximately RM647.0 million save for Singer
(Malaysia) Sdn Bhd and Noble Karaoke Equipment Sdn Bhd, which holds approximately 56%
equity interest in Dunham-Bush (Malaysia) Bhd.
However, on 16 March 1998, the Company and CoswayCorp announced that it has received written
notification that Swasco no longer wishes to proceed with the Sale and Purchase Agreement entered
into on 27 November 1997 for the CoswayCorp disposal due to the economic situation and that the
abovementioned proposals have been rescinded.
(15)Between 23 March 1998 and 27 March 1998, Tan Sri Dato’ Seri Tan Chee Yioun converted a total of
657,734,162 nominal amount of 1996/2001 6% Irredeemable Convertible Unsecured Loan Stocks
(“ICULS”) of the Company into 328,867,080 new ordinary shares, thereby increasing his combined
direct and indirect equity interest in the Company to 56.5%.
The shareholders granted a waiver to Tan Sri Dato’ Seri Tan Chee Yioun and parties acting in
concert with him from the obligation to undertake a mandatory general offer for the remaining
securities in the Company not already held by them upon the ICULS conversion at an Extraordinary
General Meeting on 3 September 1997.
(B)
EVENTS PENDING COMPLETION
(1) On 28 July 1997, the Company announced that it, through its subsidiary companies, has agreed to
divest a total of 55,650,000 ordinary shares of RM1.00 each representing approximately 8.95% of the
issued and paid-up capital of BLand by way of private placements to stockbroking houses for a total
cash consideration of RM300.5 million. Consequently, the equity interest in BLand would have
been reduced to 75% from 83.95%. In view of the onset of the economic turmoil, it was not possible
to implement the placement.
(2) Tioman Island Resort Berhad (“TIRB”), a 80%-owned subsidiary company of BLand made the
following proposed acquisitions during the previous financial year :-
(i) 4,000,000 ordinary shares of RM1.00 each representing 100% equity interest in the issued and
paid-up share capital of Kota Raya Development Sdn Bhd for a total cash consideration of
approximately RM38.2 million.
(ii) 4 pieces of contiguous freehold land measuring on aggregate approximately 5,438.69 acres in
Mukim of Sungei Tinggi and Batang Berjuntai, Selangor Darul Ehsan from Eminent Capital Sdn
Bhd (“ECSB”), a wholly-owned subsidiary company of the Company for a cash consideration of
approximately RM543.9 million. The sale consideration was subsequently revised to
approximately RM435.1 million or approximately RM80,000 per acre as announced on 1 October
1997.
Upon completion of the proposed acquisitions, BLand proposes to dispose of its entire interest of
32,000,000 ordinary shares in TIRB to Transwater Corporation Berhad (“TCB”) for a total cash
consideration of approximately RM110.7 million in addition to an undertaking from TCB to repay
the total consideration owing by TIRB arising from the two acquisitions.
TIRB owns and operates an international holiday resort known as “Berjaya Tioman Beach Resort”
in Pulau Tioman, Pahang Darul Makmur. BLand will subsequently enter into a long term
management contract with TCB for the provision of management services in the operations of the
Resort.
TCB, the ultimate purchaser, has obtained all the approvals from the relevant authorities, and is now
pending its shareholders’ approval on the proposed acquisitions.