Eng - IOI Group

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Notes To The Financial Statements cont’d47. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR cont’d47.4 Acquisition of the entire interest of Pan-Century Edible Oils Sdn Bhd and Pan-Century Oleochemicals Sdn BhdOn 7 December 2006, the Company entered into a conditional share purchase agreement with Trapti Trading and InvestmentsPrivate Limited and others to acquire the entire ordinary share capital in both Pan-Century Edible Oils Sdn Bhd and Pan-Century Oleochemicals Sdn Bhd (collectively referred to as “Pan-Century”) for a cash consideration of RM424 million.Pan-Century owns one of the largest single-location vertically integrated palm oil refinery and oleochemicals complex in theworld, which is located in Pasir Gudang, Johor. The acquisition was completed on 26 January 2007.47.5 30-year Japanese Yen 15 Billion fixed-rate loan due 2037On 17 January 2007, the Company and its wholly-owned subsidiary, IOI Ventures (L) Berhad entered into a Term FacilityAgreement with American Family Life Assurance Company of Columbus, Japan Branch for a 30-year JPY 15 billion (equivalentto approximately USD128 million) fixed-rate loan due 2037. The said loan was drawn down on 22 January 2007 and shallbe repayable in full on 22 January 2037.47.6 Acquisition of land in Sentosa Cove of Sentosa Island, SingaporeOn 12 March 2007, a wholly-owned subsidiary of IOIP, IOI Land Singapore Pte Ltd (“IOI Land”) and a Singaporeanpublic listed company, Ho Bee Investment Limited have successfully tendered for a 99-year lease land in Sentosa Cove ofSentosa Island, Singapore measuring approximately 14,596 square meters or approximately 3.6 acres, for a total cashconsideration of SGD 460 million.The land has been approved for a condominium development of up to a maximum of 200 units. This acquisition will enableIOIP Group to increase and diversify its existing property development land banks, which are presently all located inMalaysia, and primarily in Puchong and Johor. The acquisition was completed on 11 June 2007.47.7 Share split and amendment to the Memorandum and Articles of AssociationOn 19 March 2007, the Company announced that it proposed to implement a share split exercise involving the subdivisionof every one existing ordinary share of RM0.50 each held in the Company into five ordinary shares of RM0.10 each (“ShareSplit”).To facilitate the implementation of the Share Split, the Company also made amendment to the Memorandum and Articles ofAssociation of the Company involving the alteration of the authorised share capital of the Company from RM750,000,000comprising 1,500,000,000 ordinary shares of RM0.50 each to RM750,000,000 comprising 7,500,000,000 ordinaryshares of RM0.10 each.The Share Split was completed on 6 June 2007 with the listing and quotation of the new share on the Main Board of BursaMalaysia Securities Berhad on 7 June 2007.239ANNUAL REPORT 2007IOI Corporation Berhad
Notes To The Financial Statements cont’d47. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR cont’d47.8 Special issue of 1,800,000 new ordinary shares of the CompanyOn 15 August 2006, the Company announced that it proposed to undertake a special issue of 1,800,000 new ordinaryshares of RM0.50 each in the Company to Bumiputera investors at an issue price to be determined later (“Special Issue”). TheSpecial Issue was undertaken to comply with one of the conditions imposed by the Equity Compliance Unit of the SecuritiesCommission in approving the proposed issuance of new ordinary shares by the Company following the exchange of the 1 stExchangeable Bonds. The said condition requires the Company to increase its Bumiputera equity by 0.14% (equivalent to1,800,000 ordinary shares of RM0.50 each) of its enlarged issued and paid-up share capital after the full exchange of the1 st Exchangeable Bonds within 2 years of the implementation of the said 1 st Exchangeable Bonds.On 10 January 2007, the Securities Commission had granted the Company an extension of time until 17 July 2007 for theimplementation of the said Special Issue. Subsequently, 9,000,000 new ordinary shares of RM0.10 each in the Companywere allotted and issued for cash at an issue price of RM4.976 per share on 8 June 2007. The number of the shares issuedand the issue price were adjusted pursuant to the Share Split exercise of the Company.47.9 Proposed capital repaymentOn 30 March 2007, the Company announced its proposed capital repayment to the shareholders to be implemented viaa cancellation of ordinary shares in the Company on the basis of one ordinary shares cancelled (“Cancelled Share”) forevery twenty existing ordinary shares held at an entitlement date to be determined later, with the remaining balance beingthe difference between the cash distributed and par value for each Cancelled Share to be set-off against the share premiumaccount of the Company pursuant to Sections 64 and 60(2) of the Companies Act, 1965 (“Capital Repayment”).The Capital Repayment was completed on 22 August 2007 with a cash distribution of RM1,314,391,432 for 312,950,341ordinary shares of RM0.10 each cancelled, on the basis of RM4.20 for each Cancelled Share.48. SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL YEARProposed joint-venture for oil palm cultivation in IndonesiaOn 15 August 2007, the Company announced that it has entered into Heads of Agreement which outline the general terms underwhich the Company will participate in a joint-venture for oil palm cultivation in Kalimantan, Indonesia with Harita Group (“Harita”)and affiliates (“Proposed Joint Venture”).The Proposed Joint Venture will involve the Company acquiring:i. a 33% stake in PT Bumitama Gunajaya Agro (“1 st JV Co”) which has a total planted hectarage of 35,340 hectares (“ha”)and unplanted land of approximately 64,000 ha, together with three palm oil mills. The 1 st JV Co also oversees a ‘plasma’scheme which covers an area of approximately 22,000 ha; andIOI Corporation BerhadANNUAL REPORT 2007 240
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Our Vision... is to be a leading co
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Chairman’s StatementDear Valued S
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Responsibility“ Today, more than
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Group Performance Highlights2007 20
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Efficiency“The future belongs to
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PALM OIL BUSINESS STREAMManagement
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KepongKLCCKL SentralPetaling JayaKu
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Corporate InformationBOARD OF DIREC
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Profile of Directors cont’dDATO
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Excellence in ExecutionOur commitme
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Audit Committee Report cont’dTERM
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Corporate GovernanceINTRODUCTIONThe
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Corporate Governance cont’dTHE BO
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Statement on Internal ControlINTROD
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RECURRENT RELATED PARTY TRANSACTION
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Other Information cont’dPENALTIES
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Senior Management TeamGroup Chief E
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Global PresenceNORTH AMERICA• USA
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Location of Operations in MalaysiaP
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Corporate CalendarNov 2006• IOI P
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Corporate Calendar cont’dMarch200
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Social ContributionSep 2006• Yaya
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Social Contributions cont’dMay 20
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Directors’ ReportThe Directors of
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Directors’ Report cont’dUSD310
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Directors’ Report cont’dReserve
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Income Statementsfor the financial
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Balance Sheets cont’das at 30 Jun
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