Pg 147 - Berjaya Corporation Berhad

chairman’sstatementiv.On 23 December 2005, BCorpsettled the inter-company balanceon behalf of BGroup through theissuance of 4,108,666,000 newBCorp ICULS.v. The compensation ofRM226,891,428 by paid byBGroup to B-Land for thetermination of a put optionobligation of B-Land by BGroupin respect of the 5% ICULS1999/2009 of RM1.00 nominalamount each in B-Land heldby various financial institutionspursuant to a Memorandumof Agreement to purchasedated 18 December 1999 withRM576,304,227 BCorp ICULS.vi.A special dividend-in-specie of65% gross, less 28% incometax from the remaining BCorpICULS held by the Companyupon completion of the capitalrepayment and compensationreceived from BGroup in respectof the termination of 5% ICULS1999/2009 put option obligationswas paid on 23 December 2005.2. On 2 December 2005, the Companyannounced the proposed subscriptionby Berjaya Leisure (Cayman) Limited(“BLCL”), a wholly-owned subsidiary ofthe Company, of 51% of the enlargedcapital contribution of Berjaya (China)Great Mall Co. Ltd (“GMOC”) for atotal cash consideration of Renminbi(“RMB”) 33,270,426 (equivalent toabout RM15.5 million), hereinafterreferred to as the “ProposedSubscription”.An artist impression of The Great Mallof China, Hebei Province, People’sRepublic of China.GMOC which is principally involved inproperty development and investment,is currently contemplating to undertakea mixed development projectcomprising retail, entertainment,theme park and water park locatedat Yanjiao Development & EconomicTech, Sanhe City, Hebei Province,People’s Republic of China.Subsequently on 7 April 2006, theCompany announced that GMOChad received approval from NationalDevelopment Reform Committee ofCentral Government, China for itsGreat Mall Project subject to GMOCincreasing its registered capital toRMB890.0 million (about RM414.0million) payable within 3 years fromthe current registered capital ofapproximately RMB98.0 million(about RM45.6 million). In view of theaforementioned requirement, BLCL’sproposed 51% subscription in GMOCwill also increase from RMB33.3 millionto RMB453.9 million or equivalentto approximately RM211.1 million(“Proposed Revision”).The total subscription considerationof RMB453.9 will be financedthrough internally generated fundsand proceeds from the proposeddivestment of overseas investments.The approval from Bank NegaraMalaysia for the remittance of fundswas obtained on 2 May 2006.The Proposed Revision is now pendingapproval from the shareholders ofB-Land.3. On 25 January 2006, the Companyannounced the termination of the sharesale agreement dated 23 June 2005entered into with Intan Utilities Berhad(“Intan”) in relation to the proposeddisposal of 320 million BToto sharesfor a cash consideration of RM1.152billion or RM3.60 per BToto share(“Proposed Disposal”). The Companycompensated Intan with an amount ofRM9 million in cash for the terminationof the share sale agreement.As a condition for the acceptanceof the above mutual termination,Intan requested that the agreementsbetween Angsana Gemilang Sdn Bhd(“AGSB”), a wholly-owned subsidiaryof the Company, and ConvenienceShopping Sdn Bhd (“CSSB”), asubsidiary of Intan, for the disposalof a 3-storey commercial building,and between Cempaka PropertiesSdn Bhd (“CPSB”), a wholly-ownedsubsidiary of the Company, and CSSBfor the disposal of 3 adjoining retaillots located at Berjaya Megamall,Kuantan, be mutually terminated. TheBoards of the Company, AGSB andCPSB, have agreed to the mutualtermination of the said agreements.4. On 25 January 2006, the Companyannounced a proposal to issue up toRM900 million nominal value 5-yearsecured exchangeable bonds whichwould be exchangeable into existingordinary shares in Berjaya Sports TotoBerhad (“BToto Shares”) currentlyheld by B-Land Group (“ProposedExchangeable Bonds issue”).The Company proposed to utilize upto approximately RM489.6 millionfrom the proceeds of the proposedexchangeable bonds issue to refinancepart of the Group’s bank borrowingsand approximately RM387.9 million torepay the inter-company borrowingsowed to BToto.The Proposed Exchangeable Bondsissue received shareholders’ and 5%ICULS 1999/2009 holders’ approvalat an EGM and a meeting held on2 August 2006.On 15 August 2006, the ProposedExchangeable Bonds issue of RM900million was successfully completed.The final pricing of the ExchangeableBonds issue has been determined at anexchange premium of approximately19% and a yield of 8% per annum. The10Annual Report 2006Berjaya Land Berhad (201765-A)