Pg 147 - Berjaya Corporation Berhad

Berjaya Land Berhad (201765-A)
10
Annual Report 2005
Chairman’s Statement
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The lower pre-tax profit was also due to the
higher exceptional loss incurred by the Group
resulting from the impairment of certain assets
and investments. In addition, the Group equityaccounted
for its share of losses in Informatics
Holdings Ltd in this financial year.
The Board is pleased to note that the Group
had equity-accounted a higher share of profits
from Berjaya Sports Toto Berhad (“BToto”)
resulting from the Group’s higher equity interest
in BToto and the better performance of BToto.
DIVIDEND
The Board has recommended a final dividend
of 5% per share less 28% income tax for the
approval of shareholders at the forthcoming
Annual General Meeting. The total dividend
payable in respect of the financial year ended
30 April 2005 amounted to 5% per share
(30 April 2004 : 5%).
CORPORATE DEVELOPMENTS
1) On 4 November 2004, the Company’s
shareholders approved the following
proposals at an Extraordinary General
Meeting:
i) Proposed acquisition of 244.793
acres of leasehold land located in
Sungai Besi by Selat Makmur Sdn
Bhd (“SMSB”), a subsidiary of the
Company from Selangor Turf Club
for a total consideration of RM640
million.
ii) Proposed acquisition of
approximately 750 acres of freehold
land located in Sungai Tinggi by
SMSB from BerjayaCity Sdn Bhd
(“BCity”), a wholly-owned subsidiary
of BGroup.
iii)
Proposed appointment of BCity as
the turnkey contractor to carry out
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the construction of a new turf
club in Sungai Tinggi for a total
consideration of RM605 million.
2) On 29 December 2004, the Group
announced that Matrix had ceased to be
its subsidiary with effect from 23
December 2004 following the completion
of acquisition of Berjaya Times Square Sdn
Bhd (“BTSSB”) by Matrix via the issuance
of 560.022 million new Matrix shares to
the vendors of BTSSB. The Group’s equity
interest in Matrix was diluted from 51.99%
to 11.89%. Subsequently on 8 March
2005, the Group’s interest increased to
12.9% after Nada Embun Sdn Bhd and
Dian Kristal Sdn Bhd were allotted a total
of 30.448 million Matrix shares of RM1.00
each at an issue price of RM1.40 per
share pursuant to the settlement on behalf
of BTSSB by Matrix of the liquidated
ascertained damages claims due to
property purchasers amounting to
RM250.633 million by the issuance of
179.023 million new Matrix shares.
3) Further to the BLand Revised Corporate
Proposals reported in last year’s
Statement, on 22 December 2004, the
Securities Commission (“SC”) approved
the Proposed BLand Capital Repayment
and Consolidation and the Proposed
BLand Special Dividend-in-Specie. On 27
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1. At BVC, we provide value added services
for our members.
2. Berjaya Langkawi Beach & Spa Resort,
Kedah.
3. Berjaya Tioman Beach, Golf & Spa Resort,
Pahang - Pool View.
4. Berjaya Langkawi Beach & Spa Resort,
Kedah - Premier Suite.
January 2005, Bursa Securities gave its
approval-in-principle for the listing and
quotation of the new BLand shares to be
issued pursuant to the Proposed BLand
1 st Bonus Issue and Proposed BLand 2 nd
Bonus Issue. The shareholders of BGroup
approved the Proposed BLand Inter-
Company Settlement and the Proposed
Compensation by BGroup to BLand for
the termination of the Put Option Obligation
at an Extraordinary General Meeting
(“EGM”) on 15 June 2005. Consent had
been obtained from the BLand ICULS
holders for the Proposed BLand Capital
Repayment and Consolidation and the
Proposed BLand Special Dividend-in-
Specie at a meeting on 20 June 2005. The
BLand Revised Corporate Proposals
were approved by the shareholders at an
EGM held on 20 June 2005.
The BLand Revised Corporate Proposals
are now pending approvals of the Orders
of the High Court of Malaya confirming
the Proposed BLand Capital Repayment
pursuant to Section 64 of the Companies