BERJAYA GROUP BERHAD - Berjaya Corporation Berhad

106
N O T E S T O T H E A C C O U N T S
30 APRIL 1998
35 SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
(CONTINUED)
(A)
COMPLETED EVENTS (CONTINUED)
On 17 July 1998, CoswayCorp announced the rescission of the above sale to Tengku Dato’ Adnan
bin Tengku Mansor in view of the current economic and financial environment.
(5) On 20 July 1998, BLM completed its further acquisition of 14,132,314 Prime Gaming shares for a
total consideration of PHP 247.3 million or approximately RM 24.73 million. This has increased its
equity interest in Prime Gaming from 54.30% to 68.50%. Taking into account of the proposal to
dispose 20,800,000 common shares in Prime Gaming as stated in Note 35(B)(1), BLM would
eventually have its equity interest in Prime Gaming be reduced to 47.60%.
(B)
EVENTS PENDING COMPLETION
(1) On 29 June 1998, the Company and BToto announced that BLM has entered into a Conditional Sale
and Purchase Agreement with International Lottery & Totalizator Systems Inc. (“ILTS”) for the
disposal of 20,800,000 common shares of stock representing approximately 20.90% equity interest in
Prime Gaming for a proposed sale consideration of PHP364.0 million or approximately RM36.4
million or at PHP17.5 per share. The sale consideration will be satisfied by the issuance of 3,791,667
new common shares of ILTS at a proposed issue price of USD2.40 per share. This will increase
BLM’s stake in ILTS from 36.61% to 38.68%.
The sale is implemented in conjunction with the proposed exchange by six other Filipino
stockholders of Prime Gaming, who will together with BLM sell 52.25% stake in Prime Gaming in
exchange for new common shares in ILTS. Upon completion of the proposed share exchange, BLM
and other Filipino stockholders will emerge as substantial shareholders of ILTS holding a combined
equity interest of 75.4% of the enlarged capital stock of ILTS. In the event that the Filipino
stockholders do not wish to retain the ILTS shares, BLM through a related company, has secured an
option to purchase their portion of ILTS shares for a cash consideration totalling USD13.65 million
or at USD2.40 per share. Under this arrangement, BLM together with its related company have the
possibility of increasing their equity interest in ILTS to 75.4% on a combined basis.
ILTS is a company that is quoted on the National Association of Securities Dealers Automated
Quotations (“NASDAQ”), United States of America.
(2) On 13 July 1998, BLand announced that it had entered into a Conditional Share Sale Agreement
with four shareholders of Maxtro Engineering Sdn Bhd (“Maxtro”), for the acquisition of
approximately 96.67% equity in Maxtro comprising 14,500,000 ordinary shares of RM1.00 each for a
cash consideration of RM53.65 million or at RM3.70 per ordinary share. Maxtro entered into a 30-
year Concession Agreement with the Government to design, build, operate and transfer an intraurban
toll highway in the Klang Valley known as the New Pantai Highway which will cover
approximately 20 km between Subang Jaya, Federal Highway, Jalan Bangsar and Kuala Lumpur
Seremban Expressway.
(3) On 17 July 1998, CoswayCorp announced the proposed acquisition of 6,510,000 ordinary shares of
RM1.00 each representing 4.2% in Cosway from Mr Chuah Choong Heong at a price of RM1.23 per
share for a cash consideration of approximately RM8 million. All the relevant approvals have been
obtained and the proposal is pending completion. Upon completion of this proposed acquisition,
CoswayCorp interest in Cosway will be increased from 94% to 98.2%.
(4) On 13 August 1998, the Company announced the proposed rights issue of Irredeemable Convertible
Unsecured Loan Stocks (“ICULS”) with four Warrants attached. The rights ratio is RM1.00 nominal
amount for every 2 ordinary shares held. Each RM1.00 ICULS can be converted into one ordinary
share of RM1.00 each at the Conversion Price of RM1.00. Each RM1.00 nominal value of ICULS
will come attached with four Warrants which will entitle its holders to subscribe for further shares in
the Company at the Exercise Price of RM1.00 per share. The tenure of ICULS and Warrant is up to
the maximum period allowable under the law. The remaining ICULS at the end of its tenure will
automatically be converted into new ordinary shares of the Company at the Conversion Price of
RM1.00. The ICULS issue will raise approximately RM607.88 million in long term capital
immediately whilst the Warrants may potentially raise a further RM2.43 billion over the period of its
tenure.