Feb 2, 2017 - each (âSEM Sharesâ) representing 0.90% equity interest in 7-Eleven ... cash consideration of RM14.00 m
BERJAYA LAND BERHAD ACQUISITIONS OF SHARES IN 7-ELEVEN MALAYSIA HOLDINGS BERHAD 1.
The Board of Directors (“Board”) of Berjaya Land Berhad (“BLand”) wishes to announce that BLand had acquired a total of 10.00 million ordinary shares of RM0.10 each (“SEM Shares”) representing 0.90% equity interest in 7-Eleven Malaysia Holdings Berhad (“SEM”) from Berjaya Retail Berhad (“BRetail”) via direct business transactions during the period from 30 December 2016 to 23 January 2017 for a total cash consideration of RM14.00 million or at RM1.40 per SEM Share (“Acquisitions”).
2.
The total cash consideration of RM14.00 million pursuant to the Acquisitions was arrived at after taking into consideration the 5-day volume weighted average market price up to and including 29 December 2016 of RM1.40 per SEM Share.
3.
The SEM Shares were acquired free and clear of all liens, charges and claims of any kind or restriction together with all rights attached thereto. The Acquisitions were funded from internally-generated funds of the BLand Group and/or borrowings. There is no other liabilities to be assumed by BLand arising from the Acquisitions.
4.
SEM through its 100%-owned subsidiary, 7-Eleven Malaysia Sdn Bhd (“7-Eleven”) is the owner and operator of 7-Eleven stores in Malaysia. Currently, 7-Eleven is the single largest convenience store chain in Malaysia with more than 2,100 stores nationwide. The Acquisitions enable the BLand Group to invest in the convenience store segment under the 7-Eleven brand.
5.
The Acquisitions have no effect on the issued and paid-up share capital or major shareholders’ shareholdings of BLand. The Acquisitions are not expected to have any material impact on the net assets, earnings and gearing of the BLand Group for the current financial year ending 30 April 2017.
6.
The Acquisitions are not subject to the approval of the shareholders of BLand or any other relevant authority.
7.
Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“TSVT”) is a major shareholder of BLand, SEM and BRetail. Ms. Nerine Tan Sheik Ping (“Ms. Nerine Tan”) and Ms. Chryseis Tan Sheik Ling (“Ms. Chryseis Tan”) are Executive Directors of BLand and shareholders of BLand. They are daughters of TSVT. Ms. Nerine Tan and Ms. Chryseis Tan, being interested Directors, have abstained from all Board deliberations and voting in relation to the Acquisitions. 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 Acquisitions.
8.
The Board of BLand (save for Ms. Nerine Tan and Ms. Chryseis Tan) is of the opinion that the Acquisitions are in the best interest of the BLand Group. The Audit Committee of BLand is of the opinion that the Acquisitions are fair, reasonable and on normal commercial terms and is in the best interest of the BLand Group. In addition, the Audit Committee of BLand is also of the view that the Acquisitions are not detrimental to the interest of the minority shareholders of BLand.
9.
The highest percentage ratio applicable to the Acquisitions pursuant to Paragraph 10.02(g) of Bursa Malaysia Securities Berhad’s Main Market Listing Requirements is about 0.29%.
