Jul 3, 2015 - The Board of Directors of Berjaya Land Berhad (âBLandâ) wishes to announce that its subsidiary compani
BERJAYA LAND BERHAD ANNOUNCEMENT DISPOSALS OF 0% 10-YEAR IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2005/2015 OF RM0.50 NOMINAL AMOUNT EACH IN BERJAYA CORPORATION BERHAD The Board of Directors of Berjaya Land Berhad (“BLand”) wishes to announce that its subsidiary companies namely Gateway Benefit Sdn Bhd, Immediate Capital Sdn Bhd, Selat Makmur Sdn Bhd and Regnis Industries (Malaysia) Sdn Bhd (collectively referred to as the “BLand Subsidiaries”) had on 3 July 2015 disposed in aggregate 211,220,823 0% 10-year irredeemable convertible unsecured loan stocks 2005/2015 of RM0.50 nominal amount each (“BCorporation ICULS”) in Berjaya Corporation Berhad (“BCorporation”) representing their entire holdings via direct business transactions for a total cash consideration of about RM42.24 million or at RM0.20 per BCorporation ICULS (“Disposals”). The price of RM0.20 per BCorporation ICULS was arrived at based on the 5-day volume weighted average market price up to and including 2 July 2015 of RM0.20 per BCorporation ICULS. The BCorporation ICULS were disposed free and clear of all liens, charges and claims of any kind or restriction. The gross proceeds from the Disposals will be utilized for working capital of the BLand Group. The Disposals represent an opportunity for the BLand Subsidiaries to realize their investments in BCorporation ICULS with maturity date on 30 October 2015. The BCorporation ICULS pursuant to the Disposals were acquired since December 2005. The carrying amount of BCorporation ICULS in the books of the BLand Group as at 30 April 2015 is about RM0.215 per BCorporation ICULS. The Disposals have no effect on the issued and paid-up share capital or substantial shareholders’ shareholdings of BLand. The Disposals also have no material effect on the net assets and gearing of the BLand Group. However, the Disposals have resulted in a loss of about RM3.17 million at group level. The Disposals were not subject to the approval of the shareholders of BLand or any other relevant authority. Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“TSVT”) is a major shareholder of BLand and BCorporation. Datuk Robert Yong Kuen Loke is a common director and a shareholder of BLand and BCorporation. Dato’ Dickson Tan Yoong Loong, a common director of BLand and BCorporation, is a nephew of TSVT. He does not regard himself as a person connected with TSVT as defined under the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad.
Save as disclosed above, none of the other Directors and/or major shareholders of BLand or persons connected with them has any interest, direct or indirect, in the Disposals. The Board of Directors of BLand is of the opinion that the Disposals are in the best interest of the BLand Group. The Audit Committee of BLand is of the opinion that the Disposals are fair, reasonable and on normal commercial terms and are in the best interest of the BLand Group. In addition, the Audit Committee of BLand is also of the view that the Disposals are not detrimental to the interest of the minority shareholders of BLand. The highest percentage ratio applicable to the Disposals pursuant to paragraph 10.02(g) of the Listing Requirements is about 2.53%. This Announcement is dated 3 July 2015.
