Pg 147 - Berjaya Corporation Berhad

Berjaya Land Berhad (201765-A)
Annual Report 2005
93
39 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONT’D)
3 On 2 February 2005, the Company announced that it has repaid RM163.0 million to BToto to partially settle the inter-company
advances owing by the Company to BToto. In accordance with the terms of the undertaking given by the Company to BToto dated
23 January 2002, the said partial settlement will allow the Group to utilise at its absolute discretion RM81.5 million nominal value of
BToto ICULS. The Group had on 31 January 2005 converted RM81.5 million nominal value of BToto ICULS into new BToto shares
thereby increasing the Group’s interest in BToto from 39.45% to 44.16%.
4 On 18 February 2005, the Company announced that it has repaid RM56.924 million to BToto to partially settle the inter-company
advances owing by the Company to BToto. In accordance with the terms of the undertaking given by the Company to BToto dated
23 January 2002, the said partial settlement will allow the Group to utilise at its absolute discretion RM28.462 million nominal value
of BToto ICULS. The Group had on 18 February 2005 converted RM28.462 million nominal value of BToto ICULS into new BToto
shares thereby increasing the Group’s interest in BToto from 44.33% to 45.80%.
5 On 23 December 2004, Matrix International Berhad (“Matrix”) completed the acquisition of Berjaya Times Square Sdn Bhd
(“BTSSB”) at a purchase consideration of approximately RM784.031 million by issuing approximately 560.022 million new ordinary
shares at an issue price of RM1.40 per Matrix share to the vendors of BTSSB (“BTSSB Acquisition”). The vendors of BTSSB were
Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“Tan Sri Vincent Tan”) and others. Consequently, the Group’s equity interest in Matrix
was diluted from 51.99% to 11.89% and Matrix ceased to be a subsidiary company of the Group.
As an integral part of the BTSSB Acquisition, Matrix will settle on behalf of BTSSB the claims which arose from the liquidated
ascertained damages (“LAD”) due to the late delivery of vacant possession of their units in Berjaya Times Square (“BTS”) (“LAD
Settlement”). Nada Embun Sdn Bhd (“NESB”) and Dian Kristal Sdn Bhd (“DKSB”) had purchased properties in BTS. NESB and
DKSB, two wholly owned subsidiary companies of the Group, purchased a floor of office space and 338 units of service apartment
from BTSSB respectively, for a total cash consideration of approximately RM169.066 million.
6 On 8 March 2005, Matrix completed the issue of 179,023,440 new ordinary shares at an issue price of RM1.40 per Matrix share
for the settlement of the LAD Settlement to LAD Creditors on behalf of BTSSB. NESB and DKSB received a total of approximately
30.448 million Matrix shares. The Group’s equity interest in Matrix after the LAD Settlement was increased to approximately
12.89%.
7 On 22 March 2005, the Company announced that its wholly owned subsidiary company, Berjaya Leisure (Cayman) Limited, has
entered into a loan agreement with Informatics, its 26.62%-owned associated company, for an advance of SGD4 million
(“InfoAdvance”) to be utilised as working capital. On even date, Informatics announced a proposed renounceable non-underwritten
rights issue of one new ordinary share of SGD0.05 each together with one free warrant for every four existing shares held at an
issue price of SGD0.25 per share (“InfoRightsIssue”). The InfoAdvance will be repaid in full by Informatics by applying the credit
of the InfoAdvance partially against the Group’s entitlement to the InfoRightsIssue or on 31 December 2005 whichever is the earlier.
8 On 30 March 2005, the Company announced that its subsidiary companies, Angsana Gemilang Sdn Bhd (“AGSB”) and Cempaka
Properties Sdn Bhd (“CPSB”), have entered into the following separate sale and purchase agreements with Convenience Shopping
Sdn Bhd, a subsidiary company of Intan Utilities Berhad (“Intan”) for the disposals of properties:
a) disposal of 3-storey commercial building located along Jalan Sultan Ismail, Kuala Lumpur for a cash consideration of
RM10.0 million.
b) disposal of 3 adjoining retail units located on the ground floor of Berjaya Megamall, Kuantan for a cash consideration of
RM2.532 million.
The disposals are conditional upon the following:
(i) discharge of charge; and
(ii) the implementation of Intan’s proposed rights issue exercise.
At 30 April 2005, the disposals are pending completion.