berjaya corporation berhad - Bursa Malaysia

BERJAYA CORPORATION BERHAD ANNOUNCEMENT PROPOSED JOINT VENTURE WITH AMITA ENVIRONMENTAL STRATEGIC SUPPORT (MALAYSIA) SDN BHD 1.0

INTRODUCTION

1.1

The Board of Directors of Berjaya Corporation Berhad (“BCorporation”) wishes to announce that its 60%-owned indirect subsidiary, KUB-Berjaya Energy Sdn Bhd (“KBESB”) has on 8 October 2015 entered into a Joint Venture Agreement (“JVA”) with Amita Environmental Strategic Support (Malaysia) Sdn Bhd (“Amita”) to subscribe for 60% stake in a new joint-venture company (“JVC”) to undertake an industrial waste recycling project for RM900,000 cash (“Proposed JV”).

1.2

KBESB is a 100%-owned subsidiary of KUB-Berjaya Enviro Sdn Bhd which in turn is a 60%-owned subsidiary of Berjaya Group Berhad, a 100%-owned subsidiary of BCorporation.

2.0

DETAILS OF THE PROPOSED JV

2.1

The proposed name of the JVC is “Amita KUB-Berjaya Kitar Sdn Bhd”. The intended principal activity of JVC is recycling of industrial waste to produce alternative raw material and fuel from industrial waste in Malaysia.

2.2

The JVC Shares will be issued at RM1.00, par value. The cash subscription of RM900,000 pursuant to the Proposed JV will be funded from internally generated funds of the BCorporation Group.

2.3

Upon completion of the Proposed JV, JVC will become a subsidiary of BCorporation via KBESB’s holding of 60% stake whilst the balance of 40% stake will be held by Amita.

3.0

INFORMATION ON AMITA

3.1

Amita is a 100%-owned subsidiary of Amita Holdings Co. Ltd., a company listed on the Japan Stock Exchange and is one of the pioneer and leader in the industrial waste recycling industry in Japan. Amita was incorporated in Malaysia on 7 July 2015 to participate in the Proposed JV with an issued share capital of RM500,000 comprising 500,000 ordinary shares of RM1.00 each. The principal activities of Amita comprise environmental consultancy and related businesses.

4.0

RATIONALE FOR THE PROPOSED JV

4.1

The Proposed JV represents an opportunity for the BCorporation Group to further expand its environment-related business.

5.0

CONDITIONS OF THE PROPOSED JV

5.1

The Proposed JV is subject to approvals being obtained from the following:(i)

Ministry of Urban Wellbeing, Housing and Local Government;

(ii)

Department of Environment on Environmental Impact Assessment study; and

(iii) any other approval, if required. The Proposed JV is not subject to the approval of the shareholders of BCorporation.

6.0

EFFECTS OF THE PROPOSED JV

6.1

The Proposed JV will not have any effect on the issued share capital and substantial shareholders’ shareholdings of BCorporation.

6.2

The Proposed JV is not expected to have any material effect on the earnings, net assets and gearing of the BCorporation Group for the current financial year ending 30 April 2016. However, the Proposed JV after the commencement of operations, is expected to contribute positively to the BCorporation Group in future.

7.0

EXPECTED COMPLETION DATE

7.1

Barring any unforeseen circumstances, the Proposed JV is expected to be completed by end 2015.

8.0

DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

8.1

None of the Directors and major shareholders of BCorporation and/or persons connected with them has any interest, direct or indirect, in the Proposed JV.

9.0

DIRECTORS’ RECOMMENDATION

9.1

The Board of Directors of BCorporation is of the opinion that the Proposed JV is in the best interest of the BCorporation Group.

10.0

PERCENTAGE RATIO

10.1

The highest percentage ratio applicable to the Proposed JV pursuant to Paragraph 10.02(g) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (“Listing Requirements”) is negligible (computed based on the consolidated audited financial statements of BCorporation for the financial year ended 30 April 2015). This Announcement is made pursuant to paragraph 9.19 (23) of the Listing Requirements as JVC will become a 60%-owned subsidiary of BCorporation upon completion of the Proposed JV.

11.0

DOCUMENT AVAILABLE FOR INSPECTION

11.1

A copy of the JVA is available for public inspection at the Registered Office of BCorporation at Lot 13-01A, 13th Floor (East Wing), Berjaya Times Square, No.1, Jalan Imbi, 55100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement.

This Announcement is dated 8 October 2015.