Directors - Boustead Holdings Berhad

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Notes to the Financial Statements 41. HOLDING COMPANY 138 The holding corporation is Lembaga Tabung Angkatan Tentera, a local statutory body established under the Tabung Angkatan Tentera Act, 1973. 42. SIGNIFICANT EVENTS (a) During the year, the Group announced its intention to establish and list an Islamic plantation real estate investment trust to be known as Al-Hadharah Boustead REIT (Boustead REIT), and the proposed sale of certain plantation assets to Boustead REIT for a total consideration of RM471.9 million and the proposed leaseback of these plantation assets pursuant to an agreement entered with CIMB Trustee Berhad acting as trustee for Boustead REIT (Proposed Ijarah Arrangements). As at year end, the sale of these plantation assets to Boustead REIT (with the exception of Lepan Kabu Estate and Lepan Kabu Palm Oil Mill whereby the beneficial ownership will be transferred to the trustee of Boustead REIT within six months from the date of listing of the fund) totalling RM400.15 million was duly completed and the sale consideration comprising cash of RM219.90 million and 180.25 million new units of Boustead REIT was received subsequent to year end. Al-Hadharah Boustead REIT was duly listed on the official list of Bursa Malaysia Securities Berhad Main Board on 8 February 2007. (b) On 6 November 2006, Boustead Holdings Berhad entered into a conditional sale and purchase agreement with PSC Asset Holdings Sdn Bhd, a wholly owned subsidiary of Penang Shipbuilding & Construction Sdn Bhd which in turn is a wholly owned subsidiary of PSC Industries Berhad to acquire Menara PSCI which is situated in Pulau Pinang for a cash consideration of RM54 million. The proposed acquisition is subject to the approvals of Foreign Investment Committee (FIC) and Securities Commission (SC). (c) On 15 December 2006, PSC Industries Berhad (PSCI), a 32.5% Associate of the Company announced its Proposed Restructuring Scheme which is inter-conditional on each other, and involving: (i) a capital reconstruction (Proposed Capital Reconstruction) comprising, inter alia, the proposed share capital reduction of RM0.80 per share and proposed share capital consolidation whereby five ordinary shares of RM0.20 each shall constitute one ordinary share of RM1.00 each; (ii) proposed settlement of liabilities due and owing by PSCI and its subsidiary, Penang Shipbuilding & Construction Sdn Bhd (PSC) to their respective scheme creditors (Proposed Debt Settlement) via the issue of 134.7 million new PSCI shares (Settlement Shares); and (iii) the Proposed rights issue of 69,633,338 new ordinary shares of RM1.00 each in PSCI (Proposed Rights Issue) on the basis of two rights shares for every one existing ordinary share of RM1.00 each held subsequent to the Proposed Capital Reconstruction.
42. SIGNIFICANT EVENTS (cont’d.) In connection with the above, the Company had on 15 December 2006 given its undertaking to the board of directors of PSCI to acquire from the scheme creditors up to 134.7 million Settlement Shares (Proposed Acquisition) at a consideration price of RM1.00 per share (Renounced Shares). Following the completion of the proof of debt exercise by PSCI, the number of Renounced Shares was subsequently revised to 144.01 million. The Company also intends to fully subscribe for cash its entitlement under the Proposed Rights Issue totalling 22.63 million ordinary shares at an issue price of RM1 per share. Upon completion of the Proposed Capital Reconstruction and the Proposed Acquisition, the Company’s shareholding in PSCI may increase up to 71.62%. Accordingly, the Company would be obliged to undertake a mandatory general offer (MGO) under the Malaysian Code on Take-Overs and Mergers, 1998 for the remaining shares in PSCI not already owned by the Company. In this respect, the Company had on 22 January 2007, submitted a waiver application to SC (Proposed Exemption). The Proposed Acquisition of up to 144.01 million Renounced Shares is subject to the approvals of the shareholders of the Company, the SC (on behalf of FIC) for the Proposed Acquisition and the SC for the Proposed Exemption. (d) Pursuant to the agreement to acquire from Affin Bank Berhad 36,000,001 ordinary shares of RM1.00 each representing approximately 27.7% equity interest in Boustead Naval Shipyard Sdn Bhd (BNS) for a cash consideration of RM150.12 million which was duly approved by the Company’s shareholders on 30 March 2006, the Company acquired the 1st tranche comprising 12 million ordinary shares or 9.23% of BNS on 29 December 2006 for a cash consideration of RM50.04 million and a 5% holding cost. 43. SUBSEQUENT EVENTS (a) Subsequent to the year end, the Group’s wholly owned Subsidiary, Boustead Plantations Berhad entered into a share sale agreement with HICOM Holdings Berhad for the acquisition of 2,296,000 ordinary shares of RM1.00 each representing 25% equity stake in Boustead Heah Joo Seang Sdn Bhd for a cash consideration of RM42.5 million. The proposed acquisition which requires the approval of the Foreign Investment Committee when completed will raise the Group’s effective interest in Boustead Heah Joo Seang Sdn Bhd to 95%. (b) On 13 October 2006, the Group entered into a sale & purchase agreement to acquire 6,300,000 ordinary shares of RM1.00 each representing approximately 4.85% equity interest in PSC-Naval Dockyard Sdn Bhd now renamed Boustead Naval Shipyard Sdn Bhd. The purchase consideration of RM21.55 million was to be paid by way of monthly instalments over a three year period. Nevertheless, the acquisition was completed on 16 February 2007 when the payment terms were varied and the balance consideration totalling RM15.92 million was effected on that date. 44. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS These financial statements are authorised for issue by the Board of Directors on 1 March 2007. 139
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Directors - Boustead Holdings Berhad

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