Directors - Boustead Holdings Berhad

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.
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