Berjaya told Bursa licence approved…

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… “upon certain terms and conditions”. The government is now saying that it has not yet decided on the sports betting licence for Ascot.

Berjaya Corp made an announcement to Bursa on 12 May 2010. Look at Item 2.2 under background to Ascot: “The Minister of Finance has given its approval for the re-issuance to Ascot of the licence to carry out sports betting operations upon certain terms and conditions.”

But under item 8, “approvals required”, it states: The Proposals are conditional upon approvals being obtained from the following:
d) The Minister of Finance for the re-issuance of the sports betting license and the changes in shareholders and directors in Ascot, if required;…

There’s also item 2.5 (a) “TSVT’s guarantee of the profit after tax of Ascot that it shall be at least RM375.0 million in aggregate for the three (3) financial years ending 30 April 2011 to 30 April 2013. This translates into an average profit after tax of RM125.0 million per annum;…”

Berjaya Corp’s full announcement to Bursa on 12 May 2010:

BERJAYA CORPORATION BERHAD (“BCORPORATION” OR “COMPANY”)
(A) PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN ASCOT SPORTS SDN BHD
(“ASCOT”) FOR A TOTAL CASH CONSIDERATION OF RM525 MILLION (“PROPOSED
ACQUISITION”); AND

(B) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM614,455,933 NOMINAL VALUE
OF 10-YEAR 8% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”)
AT 100% OF ITS NOMINAL VALUE ON THE BASIS OF ONE (1) RM1.00 NOMINAL VALUE
OF ICULS FOR EVERY EIGHT (8) EXISTING ORDINARY SHARES OF RM1.00 EACH HELD
IN BCORPORATION (“BCORPORATION SHARES”) (“PROPOSED RIGHTS ISSUE”)

1. INTRODUCTION
On behalf of the Board of Directors of BCorporation (“Board”), AmInvestment Bank Berhad (a
member of the AmInvestment Bank Group) is pleased to announce that the Company had on 12
May 2010, entered into a conditional Sale and Purchase Agreement (“SPA”) with Tan Sri Dato’
Seri Vincent Tan Chee Yioun, a major shareholder of BCorporation (“TSVT” or “Vendor”) for
the proposed acquisition by BCorporation of 70% equity interest in Ascot comprising 56,000,000
ordinary shares of RM1.00 each (“Sale Shares”) for a total cash consideration of RM525.0
million (“Proposed Acquisition”).
BCorporation is also proposing to undertake a renounceable rights issue of up to RM614,455,933
nominal value of ICULS on the basis of one (1) RM1.00 nominal value of ICULS for every eight
(8) BCorporation Shares held on an entitlement date to be determined later (“Entitlement Date”)
(“Proposed Rights Issue”).
(The Proposed Acquisition and the Proposed Rights Issue shall hereinafter collectively be
referred to as “Proposals”)
The Proposed Rights Issue is not conditional upon the Proposed Acquisition and vice versa.
2. DETAILS OF THE PROPOSED ACQUISITION
2.1 Background Information On The Proposed Acquisition
The Proposed Acquisition entails the acquisition by BCorporation of the Sale Shares from
the Vendor for a total cash consideration of RM525.0 million.
2.2 Background Information on Ascot
Ascot is a private limited company incorporated under the Companies Act, 1965 (“Act”)
on 15 March 1984 under the name of Nautilus Development Sdn Bhd. It adopted its
present name on 2 August 1988. As at 12 May 2010, the authorised share capital of
Ascot is RM100,000,000, comprising of 100,000,000 ordinary shares of RM1.00 each
(“Ascot Shares”) of which 80,000,000 Ascot Shares have been issued and fully paid-up.
Ascot is currently an investment holding company. Its subsidiary, Ascot Sports (IOM)
Limited, a licensed bookmaker incorporated in the Isle of Man (United Kingdom), ceased
its operations in 2008. Presently, Ascot is a dormant company.
Ascot is presently 70% owned by TSVT and the remaining 30% is owned by his son,
Dato’ Robin Tan Yeong Ching.
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PROPOSALS
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During the financial year ended (“FYE”) 31 December 2008, Ascot Group recorded a
consolidated net liabilities and loss after tax of RM11.2 million and RM4.6 million
respectively.
The Minister of Finance has given its approval for the re-issuance to Ascot of the licence
to carry out sports betting operations upon certain terms and conditions.
Ascot proposes to commence its sports betting operation in the 2nd half of the year 2010
with its retail betting operations being housed at 220 selected Sports Toto outlets, subject
to relevant approvals being obtained. In addition, Ascot also proposes to provide
telephone betting services to customers who wish to register accounts with them. The
primary focus of Ascot will be on sports betting on soccer games in the initial stages with
the aim of increasing their product service offering to other sports in the future subject to
the terms and conditions of the licence.
2.3 Background Information on the Vendor
TSVT is the Chairman/Chief Executive Officer and a major shareholder of BCorporation.
2.4 Salient Terms of the SPA
The salient terms of the SPA includes, inter-alia the following:-
2.4.1 Acquisition of Sale Shares and Settlement of the Cash Consideration
BCorporation shall purchase the Sale Shares from TSVT free from all
encumbrances and with all rights and benefits of whatsoever nature attaching
thereto as from the completion date of the SPA (“Completion Date”).
The amount of the cash consideration shall be paid in the following manner:-
(a) RM400.0 million shall be paid within twelve (12) months from Completion
Date or any such extension thereof; and
(b) the balance of RM125.0 million (“Deferred Amount”) shall be paid within
seven (7) days from date of the Certification (as defined in Section 2.4.3
below).
.
The amount of Deferred Amount,if any, actually payable shall be less such
Deferred Amount applied and/or paid pursuant to Section 2.4.3 below and any
such application and/or payment of the Deferred Amount shall constitute as and
be deemed full payment and discharge of all BCorporation’s obligations (or, as
the case may be, to the extent of that amount of the Deferred Amount so applied
or paid).
2.4.2 Conditions Precedent
The Proposed Acquisition is conditional on, amongst others, fulfilment or
satisfaction of the following conditions:-
(a) The re-issuance of the licence pursuant to Section 5(1) of the Pool
Betting Act, 1967 (revised 1983) or such other laws or legislation that
regulate or govern the conduct and operation of the sports betting
operations of Ascot by the Minister of Finance to Ascot and, if required,
BERJAYA CORPORATION BERHAD
PROPOSALS
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together with the Minister’s consent for the changes in shareholding and
board of directors of Ascot being obtained on terms and conditions that
are acceptable to BCorporation and not withdrawn or revoked;
(b) The execution of an agreement between Ascot and Sports Toto Malaysia
Sdn Bhd (“Sports Toto”) in relation to the use of certain Sports Toto’s
outlets by Ascot to conduct and carry out the sports betting operation on
terms and conditions acceptable to BCorporation and is valid and
subsisting;
(c) The approval of the shareholders of BCorporation in an extraordinary
general meeting (“EGM”) to be convened; and
(d) The approval of any other relevant authority.
(collectively referred to as “Condition Precedents”)
If all and any of the Conditions Precedent is not satisfied, fulfilled or waived within
six (6) months from the date of the SPA or any extended period, then the SPA
shall ipso facto cease and determine and be null and void and of no further force
and effect. In such event, none of the parties shall thereafter have any claim
whatsoever against the other under the SPA save and except in respect of any
antecedent breach.
The Conditions Precedent set out above are for the sole benefit of BCorporation
and may be waived by BCorporation in whole or in part and with or without terms
and conditions at BCorporation’s absolute discretion without prejudicing its rights
thereunder.
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2.4.3 Profit Guarantee
TSVT agrees, undertakes and guarantees that the aggregated profits after tax of
Ascot for the three (3) financial years ending 30 April 2011, 2012 and 2013 (“Profit
Guarantee Period”) (“Aggregated Profits After Tax”) shall not be less than the
sum of RM375.0 million (“Guaranteed Total Minimum Profit”) (hereafter, the
“Profit Guarantee”). The auditors shall certify as to the Aggregated Profits After
Tax achieved for the Profit Guarantee Period and the parties agree that such
certification by the Auditors shall be final and binding on the parties.
If following the certification by the auditors that the Aggregated Profits After Tax for
the Profit Guarantee Period is less than the Guaranteed Total Minimum Profit
(“Shortfall”), TSVT agrees and undertakes to indemnify and pay BCorporation
that amount that shall be equivalent to 70% (being the Ascot stake acquired by
BCorporation) of the Shortfall (“Indemnity Amount”).
TSVT agrees as follows:-
(a) The Company is authorised to utilise and apply from time to time the
Deferred Amount towards settlement of the Indemnity Amount.
(b) Concurrently on the Completion Date TSVT will provide and/or cause to be
provided to an escrow agent, certain quoted shares and/or securities to
provide a cover equal in market value to at least 1.3 times of the amount of
RM62.5 million (“Escrow Securities”) and thereafter, at RM62.5 million
less any value of such number of Total Securities returned to TSVT
pursuant to Section 2.4.3(aa) and (bb) below.
The Escrow Securities and such other shares and/or securities (“the Total
Securities”), firstly and thereafter the Deferred Amount, in that order, shall be
returned and/or paid to TSVT subject to the extent and circumstances set out
below:
(aa) If the audited profit after tax of Ascot and its subsidiary (“Ascot Group”)
for the financial year ending 30 April 2011 is equal to or exceeds RM30.0
million, such amount of the Total Securities and/or Deferred Amount that is
equivalent to 50% of the amount of the audited profit after tax of that
financial year (“Returned Amount”) shall be returned and/or paid to
TSVT;
(bb) If the cumulative audited profit after tax of the Ascot Group for the financial
years ending 30 April 2011 and 2012 is equal to or exceeds RM162.0
million, such amount of the Total Securities and/or Deferred Amount that is
equivalent to 50% of the total amount of audited profit after tax for the two
(2) financial years ending 30 April 2011 and 2012 of the Ascot Group less,
if any, the Returned Amount shall be returned and/or paid to TSVT; and
(cc) If after the financial year ending 30 April 2013, the Aggregated Profits After
Tax for the Profit Guarantee Period is equal to or exceeds the Guaranteed
Total Minimum Profit, all remaining Total Securities and/or Deferred
Amount (as the case may be) shall be returned and/or paid to TSVT.
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2.5 Basis of Arriving at the Cash Consideration
The cash consideration of RM525.0 million was arrived at on a “willing-buyer willingseller”
basis after taking into consideration the following:-
(a) TSVT’s guarantee of the profit after tax of Ascot that it shall be at least RM375.0
million in aggregate for the three (3) financial years ending 30 April 2011 to 30
April 2013. This translates into an average profit after tax of RM125.0 million per
annum; and
(b) The earnings potential and future prospects of Ascot.
The value accorded to Ascot based on 100% equity interest is RM750.0 million.
Accordingly, based on the average profit after tax per year of RM125.0 million, the cash
consideration represents a price-to-earnings multiple of 6.0 times.
2.6 Source of Funding
The Proposed Acquisition is proposed to be financed from the proceeds of the Proposed
Rights Issue. The exact proportion between the said sources of funding will be dependent
on the actual amount of proceeds raised from the Proposed Rights Issue.
In the event the Proposed Rights Issue is not implemented for whatsoever reason, the
Proposed Acquisition will be funded by borrowings and/or internally generated funds.
2.7 Liabilities to be Assumed
There are no liabilities, including contingent liabilities and guarantees, to be assumed by
BCorporation pursuant to the Proposed Acquisition.
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3. DETAILS OF THE PROPOSED RIGHTS ISSUE
3.1 Details of the Proposed Rights Issue
The proposed rights issue of up to RM614,455,933 nominal value of ICULS is to be
implemented on a renounceable basis of one (1) RM1.00 nominal value of ICULS for
every eight (8) existing BCorporation Shares held on an Entitlement Date.
The actual number of ICULS to be issued pursuant to the Proposed Rights Issue is
dependent on the total voting shares of the Company on the Entitlement Date.
Based on the potential enlarged issued and paid-up share capital of BCorporation of
RM4,915,647,468 comprising 4,915,647,468 voting BCorporation Shares which has been
arrived at based on the following:-
(a) Issued and paid-up share capital of BCorporation (excluding treasury shares) as
at 3 May 2010 of RM4,018,905,825 comprising 4,018,905,825 BCorporation
Shares;
(b) assuming a disposal of a total of 2,980,000 Treasury BCorporation Shares; and
(c) assuming full conversion of all the existing RM446,880,821.50 nominal value of
RM0.50 0% irredeemable convertible unsecured loan stocks 2005/2015
(“Existing ICULS”) by way of surrendering RM0.50 nominal value of Existing
ICULS together with cash payment of RM0.50 for one (1) BCorporation Share
up to a maximum of RM614,455,933 nominal value of ICULS will be made available for
subscription by entitled shareholders pursuant to the Proposed Rights Issue (“Maximum
Scenario”).
Shareholders of BCorporation may subscribe for their respective entitlements of the
ICULS in full or in part.
In determining shareholders’ entitlement to the Proposed Rights Issue, fractional
entitlements, if any, will be disregarded and will be dealt with in such manner as the
Board shall think expedient or in the interest of the Company.
3.2 Basis of Determining the Issue Price of the ICULS and Justification for the Pricing
The ICULS shall be issued at RM1.00 nominal value per ICULS at 100% of its nominal
value. The conversion price for the ICULS is fixed at RM1.00 for every 1 new
BCorporation Share.
The conversion price was arrived at after taking into consideration the five (5)-day volume
weighted average market price (“VWAP”) up to and including 11 May 2010, being the
last market day prior to the date of this Announcement of RM1.56 representing a discount
of 35.9% to the five (5)-day VWAP of BCorporation Shares.
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3.3 Shareholders’ Undertaking and Underwriting Arrangements
The Proposed Rights Issue will be undertaken on a minimum subscription level basis.
The minimum subscription level is RM400,000,000 nominal value of ICULS and will raise
gross proceeds of RM400.00 million (“Minimum Subscription Level”).
TSVT has agreed to and will also procure his privately held companies to subscribe for
their respective entitlements and/or excess applications to achieve the Minimum
Subscription Level.
The remaining ICULS will not be underwritten.
3.4 Salient terms of the ICULS
The salient terms of the ICULS is set out in Table 1 of this Announcement.
3.6 Ranking of the New BCorporation Shares Arising from the Conversion of the
ICULS
The new BCorporation Shares to be issued arising from the conversion of the ICULS
shall, upon allotment and issue, rank equally in all respects with the existing issued and
fully paid-up BCorporation Shares save and except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions, the entitlement date of which is
prior to the allotment date of the new BCorporation Shares to be issued pursuant to the
conversion of the ICULS.
3.7 Listing and Quotation
An application will be made for the listing of and quotation for the ICULS and the new
BCorporation Shares to be issued pursuant to the conversion of the ICULS on Bursa
Malaysia Securities Berhad (“Bursa Securities”).
3.8 Utilisation of Proceeds
The maximum gross proceeds to be raised from the Proposed Rights Issue amount to
approximately RM614.5 million. The said proceeds are proposed to be utilised to finance
the Proposed Acquisition, working capital and to defray estimated expenses relating to
the Proposals. In the event the Proposed Acquisition is not implemented for whatsoever
reason, the amount allocated for the Proposed Acquisition will be utilised to repay
borrowings and/or for working capital purposes.
The details of the proposed utilisation of gross proceeds raised from the Proposed Rights
Issue are set out in Table 2 of this Announcement.
On the basis that both the Proposed Acquisition and Proposed Rights Issue are
implemented, it is proposed that the subscription monies due from TSVT and/or his
privately held companies in respect of their entitlements and/or excess applications made
by TSVT and/or his privately held companies pursuant to the Proposed Rights Issue be
set off against the cash consideration payable to TSVT for the Proposed Acquisition.
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4. RATIONALE FOR THE PROPOSALS
4.1 Proposed Acquisition
BCorporation, via its subsidiary Berjaya Sports Toto Berhad (“BToto”) is already an
established local industry leader in the numbers forecast operator (“NFO”) industry. The
Proposed Acquisition represents an opportunity for BCorporation to venture directly into
another segment of the gaming industry namely the sports betting market in Malaysia.
4.2 Proposed Rights Issue
The Proposed Rights Issue is undertaken to part finance the Proposed Acquisition and/or
for working capital requirements and/or repayment of bank borrowings of BCorporation
Group as detailed in Section 3.8 above.
The Board is of the opinion that raising funds by way of the Proposed Rights Issue is the
most suitable for the following reasons:-
(a) the issuance of ICULS minimises the immediate dilution effect on the earnings
per BCorporation Share (“EPS”), which would otherwise arise from a full equity
issue; and
(b) the ICULS will also provide shareholders of BCorporation with the option to
further participate in the equity of the Company from the conversion of the new
ICULS at attractive price whilst being able to enjoy interest payment of 8% per
annum in the new ICULS.
5. PROSPECTS OF THE PROPOSED ACQUISITION
5.1 Overview of the Malaysian Economy
The Malaysian economy registered a growth of 4.5% in the fourth quarter (3Q 09: -1.2%),
amid strengthened domestic demand and external demand. Sustained expansion in
private consumption and increased public sector spending contributed to higher domestic
demand. The implementation of the fiscal stimulus measures had gained further
momentum during the quarter, providing additional impetus to growth. Meanwhile,
Malaysia’s export performance benefited from improvements in external demand,
particularly from the regional economies as well as stronger commodity prices. On the
supply side, all economic sectors recorded improved performance. Overall, the economy
contracted by 1.7% in 2009 (2008: +4.6%).
Domestic demand grew by 3% in the fourth quarter (3Q 09:0.4%), due to both higher
private consumption and public sector spending. Meanwhile, private sector capital
spending activity remained weak although business sentiment has improved.
Private consumption expanded by 1.7% (3Q 09: 1.5%), supported by better conditions in
the labour market and a low level of inflation. Consumer spending was also encouraged
by various promotions held during the festive period and long school holidays in
December. Major consumption goods, credit card spending, bank lending to households
and sales of new passenger cars improved further, pointing to higher consumer
spending. In addition, consumer confidence also improved, as the MIER Consumer
Sentiments Index increased further to 109.6 points in the fourth quarter (3Q 09: 105.4
points).
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Meanwhile, public consumption expanded more moderately by 1.3%, supported by the
expenditure on emoluments as well as supplies and services.
Gross fixed capital formation registered a higher growth of 8.2% (3Q 09: -7.9%), due
mainly to the acceleration in public sector capital spending as implementation of fiscal
stimulus measures gained momentum. The bulk of the development expenditure
continued to be channelled into trade and industry, public utilities, education and
transportation sectors. Meanwhile, private sector capital spending remained weak but
showed some signs of stabilisation as reflected in major investment indicators. During the
quarter, there was notable improvement in indicators such as imports of capital goods,
sales of commercial vehicles, production of construction-related products and loans
disbursed to businesses. In addition, MIER Business Conditions Index increased further
to 118.8 points during the quarter (3Q 09: 113.7 points).
On the supply side, all economic sectors registered improved performance during the
quarter. Growth in the services sector was broad-based with almost all sub-sectors
registering higher growth rates, while the manufacturing sector recovered to register a
positive growth, reflecting the improvements in both external and domestic demand. The
construction sector continued to expand, supported mainly by further progress in the
implementation of projects under the fiscal stimulus packages. Growth in the agriculture
sector was positive due mainly to the higher production of industrial crops, while the
mining sector contracted at a slower rate during the quarter due to lower production of
crude oil.
(Source: Bank Negara Malaysia Quarterly Bulletin for the Fourth Quarter of 2009)
5.2 Prospects and Future Plans of Ascot
Presently, subject to relevant approvals being obtained, Ascot shall be the only legal
sports betting company in Malaysia. There is no other licensed sports betting
organisation in Malaysia. BCorporation believes that the high barriers to entry and low
competitive pressure would provide a highly stable business environment for Ascot to
sustain and grow its business.
Ascot should have the benefit of a first-mover advantage in setting up licensed sports
betting operations in Malaysia. Ascot with its past experiences stands in good stead to
establish a notable presence in the local gaming industry.
6. RISK FACTORS IN RELATION TO THE PROPOSED ACQUISITION
BCorporation via BToto is already involved in the gaming industry and is expected to be further
exposed to the associated inherent risks in the industry as a result of the Proposed Acquisition.
Such risks include changes in general economic conditions such as, but not limited to, inflation,
taxation, interest rates, fraud, changes in business and credit condition and other operational
risks which may occur during the course of business.
The Proposed Acquisition will also expose BCorporation to certain specific risks, inter-alia,
competition from the existing number forecast operators, risk of the sports betting licence not
being renewed as well as the risk of a prolonged gestation period to start-up the sports betting
business.
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7. FINANCIAL EFFECTS OF THE PROPOSALS
Minimum Scenario
Assuming that none of the Existing ICULS are converted into new BCorporation Shares prior to
the Entitlement Date and the Proposed Rights Issue will be subscribed based on the Minimum
Subscription Level.
Maximum Scenario
Assuming full conversion of the Existing ICULS (including those held by subsidiaries of
BCorporation are disposed in the open market) and disposal of all BCorporation Shares held in
treasury prior to the Entitlement Date.
7.1 Share Capital and Substantial Shareholders’ Shareholdings
As the Proposed Acquisition will be satisfied wholly in cash, it will not have any effect on
the issued and paid-up share capital and substantial shareholders’ shareholdings of
BCorporation.
The proforma effects of the Proposed Rights Issue on the issued and paid-up share
capital of BCorporation and the substantial shareholders’ shareholdings as at 3 May 2010
are set out in Table 3 and Table 4 respectively.
7.2 Net Assets (“NA”) and Gearing
Based on the audited consolidated balance sheets of BCorporation for the financial year
ended 30 April 2009, the proforma effects of the Proposals on the consolidated NA and
gearing of the BCorporation Group are set out in Table 5.
7.3 Earnings and EPS
The Proposed Acquisition is expected to contribute positively to the earnings of the
Group in future financial years based on TSVT’s profit guarantee of RM375.0 million for
the initial three (3) years ending 30 April 2013.
The Proposed Rights Issue is not expected to have any material effect on the earnings of
the BCorporation Group for the financial year ending 30 April 2011. However, over time
the Proposed Rights Issue is expected to contribute positively to the future earnings of
BCorporation Group arising from the proposed utilisation of the proceeds which may
include the Proposed Acquisition.
Subject to the level of return generated from the use of proceeds from the Proposed
Rights Issue, the EPS may correspondingly be impacted in future financial years upon
the conversion of ICULS into new BCorporation Shares.
In addition, the interest expense for the ICULS of 8% per annum representing
approximately RM32.0 million per annum under the Minimum Scenario or RM49.2 million
per annum under the Maximum Scenario will correspondingly lead to a decrease in the
earnings and EPS of BCorporation. However, shareholders should note that if the
Company were to resort to bank borrowings to fund the Proposed Acquisition, there will
also be interest cost to be paid.
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7.4 Dividend
The Board has not deliberated or proposed any other dividend payment for the financial
year ending 30 April 2011 save for the announcement on the proposed declaration and
payment of a special single-tier dividend of RM0.045 per BCorporation Share for the FYE
30 April 2011.
The Board does not expect the Proposals to have any impact on the dividend policy of
the BCorporation Group. The decision to declare and pay dividends in the future financial
years would depend on the financial performance, cashflow position and financing
requirements of the BCorporation Group.
7.5 Convertible Securities
Pursuant to the provisions of the trust deed for the Existing ICULS, no adjustment is
required to be made to the conversion price of the Existing ICULS.
8. APPROVALS REQUIRED
The Proposals are conditional upon approvals being obtained from the following:-
(a) Securities Commission (“SC”), for the issuance of the ICULS pursuant to the Proposed
Rights Issue;
(b) Bursa Securities, for the listing of and quotation for the ICULS to be issued and the new
BCorporation Shares to be issued upon conversion of the ICULS on Bursa Securities;
(c) shareholders of BCorporation at an EGM to be convened for the Proposals;
(d) The Minister of Finance for the re-issuance of the sports betting license and the changes
in shareholders and directors in Ascot, if required; and
(e) any other relevant authority (if required).
The Proposed Rights Issue is not conditional upon the Proposed Acquisition and vice versa.
The Proposals are not conditional upon any other proposals.
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9. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of BCorporation and persons connected to them
have any interest, either direct or indirect, in the Proposed Rights Issue beyond their respective
entitlements and their rights to subscribe for excess ICULS under the Proposed Rights Issue for
which all shareholders of BCorporation are entitled to.
Save as disclosed below, none of the other Directors and/or major shareholders of the Company
and/or persons connected to them have any interest, direct and/or indirect in the Proposed
Acquisition:-
9.1 Interested Major Shareholders
The following major shareholders are deemed to be interested in the Proposed
Acquisition by virtue of the following-
(a) TSVT being the Chairman/Chief Executive Officer and a major shareholder of the
Company is also a Director and substantial shareholder of Ascot. TSVT is also
the Vendor of the Proposed Acquisition.
(b) Hotel Resort Enterprise Sdn Bhd (“HRE”), a major shareholder of the Company,
is a company controlled by TSVT.
(collectively be referred to as “Interested Major Shareholders”).
As at 3 May 2010, the Interested Major Shareholders and their shareholdings in
BCorporation are as follows:-
<———Direct———> <———Indirect——–>
No. of Shares (%) No. of Shares (%)
TSVT 888,265,000 22.10 1,022,718,021(a) 25.45
HRE 644,441,995 16.04 – –
Note:
(a) Deemed interested by virtue of his interests held through B & B Enterprise Sdn Bhd, HQZ
Credit Sdn Bhd, HRE, Nostalgia Kiara Sdn Bhd, Berjaya Assets Berhad (formerly known as
Matrix International Berhad), Berjaya Media Berhad, Superior Structure Sdn Bhd and his
deemed interests in Lengkap Bahagia Sdn Bhd, Nautilus Corporation Sdn Bhd, Desiran Unggul
Sdn Bhd, Sublime Cartel Sdn Bhd, Berjaya Times Square Sdn Bhd, Premier Mechandise Sdn
Bhd and Gemtech (M) Sdn Bhd pursuant to Section 6A of the Act.
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9.2 Interested Directors
The following Directors of BCorporation do not consider themselves independent in
respect of the Proposed Acquisition by virtue of the following:-
(a) TSVT being the Chairman/Chief Executive Officer and a major shareholder of the
Company is also a Director and substantial shareholder of Ascot. TSVT is also
the Vendor of the Proposed Acquisition;
(b) Dato’ Robin Tan Yeong Ching and Rayvin Tan Yeong Sheik, who are the
Executive Directors of the Company, are also Directors of Ascot. They are the
children of TSVT; and
(c) Tan Sri Dato’ Tan Chee Sing, the Deputy Chairman of BCorporation, is a brother
of TSVT.
(collectively be referred to as “Interested Directors”).
As at 3 May 2010, the shareholdings of the Interested Directors in BCorporation are as
follows:-
——– Direct —— ——-Indirect—–
No. Of
Shares
(%) No. Of Shares (%)
TSVT 888,265,000 22.10 1,022,718,021(a) 25.45
Tan Sri Dato’ Tan Chee Sing 57,752,691 1.44 17,750,000(b)
1,352,568(c)
0.44
0.03
Dato’ Robin Tan Yeong Ching 722,847 0.02 5,000(c) *
Rayvin Tan Yeong Sheik 316,000 0.01 – –
Notes:-
* Less than 0.01%
(a) Deemed interested by virtue of his interests held through B & B Enterprise Sdn Bhd, HQZ
Credit Sdn Bhd, HRE, Nostalgia Kiara Sdn Bhd, Berjaya Assets Berhad (formerly known as
Matrix International Berhad), Berjaya Media Berhad, Superior Structure Sdn Bhd and his
deemed interests in Lengkap Bahagia Sdn Bhd, Nautilus Corporation Sdn Bhd, Desiran Unggul
Sdn Bhd, Sublime Cartel Sdn Bhd, Berjaya Times Square Sdn Bhd, Premier Mechandise Sdn
Bhd, and Gemtech (M) Sdn Bhd pursuant to Section 6A of the Act.
(b) Deemed interested by virtue of his deemed interests held in Terbit Berkat Sdn Bhd
(c) Indirect interest held pursuant to section 134(12)(c) of the Act.
BERJAYA CORPORATION BERHAD
PROPOSALS
Page 14 of 15
The Interested Directors have abstained and will continue to abstain from deliberating and voting
at the relevant Board meetings of BCorporation in relation to the Proposed Acquisition.
The Interested Directors and Interested Major Shareholders will abstain from voting on the
resolution to approve the Proposed Acquisition in respect of their direct and/or indirect
shareholdings at the EGM to be convened. They will undertake to ensure that persons connected
to them will abstain from voting on the resolution to approve the Proposed Acquisition in respect
of their direct and/or indirect shareholdings in BCorporation at the EGM to be convened.
Save for the above, none of the other Directors and/or major shareholders of BCorporation or any
person connected with them have any interest, direct or indirect, in the Proposed Acquisition.
10. DIRECTORS’ STATEMENT
The Board (save for the Interested Directors), after having considered all aspects of the
Proposals (including but not limited to the rationale, financial effects and valuation) and the
fairness evaluation of the independent adviser, is of the opinion that the terms of the Proposed
Acquisition are fair, reasonable and on normal commercial terms and are not detrimental to the
interest of the minority shareholders. The Board (save for the Interested Directors) is also of the
opinion that the Proposals are in the best interest of the Company.
11. AUDIT COMMITTEE’S STATEMENT
The Audit Committee of the Company after having considered all aspects of the Proposed
Acquisition (including but not limited to the rationale, financial effects and valuation) and the
fairness evaluation of the independent adviser, is of the opinion that the terms of the Proposed
Acquisition is fair, reasonable and on normal commercial terms and are not detrimental to the
interest of the minority shareholders.
12. ADVISER
AmInvestment Bank has been appointed as Adviser to the Company for the Proposals.
13. RELATED PARTY TRANSACTION
In view of the interests of the Interested Major Shareholders and Interested Directors as set out in
Section 9 above, the Proposed Acquisition is deemed to be a related party transaction under
Chapter 10 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Listing Requirements”).
OSK Investment Bank Berhad has been appointed as the independent adviser by the Board to
advise the non-interested Directors and the non-interested shareholders of BCorporation on
whether the terms of the Proposed Acquisition are fair and reasonable and whether the
transaction is to the detriment of the non-interested shareholders of BCorporation.
BERJAYA CORPORATION BERHAD
PROPOSALS
Page 15 of 15
14. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE PROPOSALS
The Company intends to submit the Application to the SC within three (3) months from the date of
this Announcement. The Proposals are expected to be completed in the year 2010.
16. CIRCULAR TO SHAREHOLDERS
A circular to shareholders setting out the details of the Proposals will be despatched to
shareholders of the Company in due course.
17. OTHER INFORMATION
The highest percentage ratio applicable to the Proposed Acquisition as per Paragraph 10.02(g)
Chapter 10 of the Listing Requirements is the consideration compared with the NA of
BCorporation which amounts to approximately 10.24% based on the latest audited consolidated
financial statements of BCorporation for the FYE 30 April 2009.
The Company has not transacted (not being a transaction within the ordinary course of business)
with Ascot for the preceding twelve (12) months from the date of this Announcement.
18. DEPARTURE FROM THE EQUITY GUIDELINES OF SECURITIES COMMISSION (“SC
GUIDELINES”)
To the best of the knowledge of the Board, the Proposed Acquisition does not depart from the SC
Guidelines. The Proposed Acquisition does not require the approval of the SC.
19. DOCUMENTS FOR INSPECTION
The SPA will be made available for inspection at the Registered Office of the Company at Lot 13-
01A, Level 13 (East Wing), Berjaya Times Square, No.1, Jalan Imbi, 55100 Kuala Lumpur from
Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this
Announcement.
This Announcement is dated 12 May 2010.

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Nani Cheras

Surveys and statistics !!!

I am more confident with by-election results.
win some … loose some … but very real results.

BTW, at current rate after GE13, will this PM be around ?
My guess is … yes or no ?

kplee

What a bunch of clowns running the government. The right hand does not know what the left hand doing. Everyone is trying to cover his ….
This is Bolehland.

GohBA

“my 1Malaysia PM Najib approval rating rises to 72%”

The same people also claimed that Malaysia will achieve growth of 10% – a growth rate that’s higher than South Korea, Japan or China.

The same people will also forked out RM77 million of tax-payers money to learn how to set up Facebook & Twitter accounts from Apco.

knk

With all this happening, it looks like the whole idea of them getting ready with extra funds before the next coming General Election has been consequentially derailed.It’s indeed a blessing in disguise.

We are not suppose to have resorted to betting to improve our economy anyway.

tunglang

The whole idea is to REAP FAST PROFIT to finance ‘sweets’ for the next GE. Frogs and monkeys eat sweets, don’t you know. And we will inadvertently help in financing this evil plot if we support gambling.

Gerakan K

O,

my 1Malaysia PM Najib approval rating rises to 72%[1]. That is the voice of the majority, despite many federal opposition’s malicious spins regarding to sports betting.

My dear little sound of mosquito, need more explanation ???

It is fated that BN will rule in next GE and possibly another 50 years of excellent !!!

Reference:
[1] Najib’s Approval Rating Rises To 72 Per Cent – Merdeka Centre (http://www.bernama.com/bernama/v5/newsindex.php?id=504499)

Osama

Gerakan K,

Read the comment and survey made by Ai Sio Kan and then you talk.

Base on 1.028 BN supporters? Shocking.

Yang

Gerakan K,
Yes, rating more than 60% from most of the unemployed waiting for handout. This is what UMNO is trying to do to the Bumi and many like you, binding you in bondage with that little bit of pittance.

tunglang

Go to Botanical Garden, throw some PEANUTS at those MONKEYS. See what I mean. Grabbing pittance!

Jeff

Nobody is lying la. All r clearly stated in the announcement. ‘Approval given (not issued) and still subject to certain terms and conditions.’ Since so many people don’t like sports betting to b legalised, the possibilty of bjcorp not getting the licence issued is growing….

O

The whole administration is in a mess. Look at the contradictions coming out from MOF with regards to the issuance of the above license and the denial of the Idris Jala statement. Never in the history of Malaysia, have we seen a PM who will not battle an eyelid when telling untruths. It really makes us wonder, all the swearing on the Quran, that Saifool went to apply for a scholarship, went to Putrajaya to tell him his problems – are all but part of an evil plot to down a political foe(?) Now there is a serious credibility problem,… Read more »

Gerakan K

Yes !!!

Good news indeed. If there is odd opened for how many PR MP left before next GE, I will bet it anything below 15 !!!

Bigjoe

Technicalities. So long as licensed not issued, govt can still pull it. The fact is in Malaysia govt can cancel any license they want to with an excuse much less a gambling one.

karma

So, who’s lying now?

Leong Yook Kong

Anything can happen in Malaysia Boleh. You see, the Department of Skills Development (DSD) under the Ministry of Human Resources had granted the certificate of accreditation to an (allegedly) illegitimate private limited company from 29.8.2007 to 1.4.2008 to conduct business prior to registration and incorporation. It is the ordinary poor Malaysians who are at the receiving end. Recently, the DSD informed me that it had checked with the RoC and was satisfied the change of name was effective on 2.4.2008. DSD had yet to give the reason for (allegedly) abetting in such abuse.

Sibu Mari

We will kick BN out of Putrajaya…