Jan 11, 2016 - Bhd (âJSSBâ), has disposed of part of its interests in Magni-Tech Industries ... of Berjaya Higher Ed
BERJAYA CORPORATION BERHAD ANNOUNCEMENT DISPOSAL OF ORDINARY SHARES IN MAGNI-TECH INDUSTRIES BERHAD 1.0
INTRODUCTION
1.1
The Board of Directors of Berjaya Corporation Berhad (“BCorporation”) wishes to announce that its wholly-owned subsidiary companies, namely Berjaya Group Berhad (“BGroup”) has disposed of all of its interest, and Juara Sejati Sdn Bhd (“JSSB”), has disposed of part of its interests in Magni-Tech Industries Berhad (“Magni-Tech”) to the following parties, details of which are as follows:(a)
in November 2015, a total of 12,000,000 ordinary shares of RM1.00 each in Magni-Tech (“Magni-Tech Shares”), representing 7.37% equity interest in Magni-Tech, had been disposed in the open market for a total cash consideration of RM43.56 million or at RM3.63 per Magni-Tech Share. (“Past Disposals”); and
(b)
on 11 January 2016, JSSB and BGroup disposed a total of 12,106,500 Magni-Tech Shares representing 7.44% equity interest in Magni-Tech, via direct business transaction for a total cash consideration of RM50.0 million or at RM4.13 per Magni-Tech Share to Perbadanan Nasional Berhad (“PNS”) pursuant to a Sale and Purchase of Shares Agreement (“Agreement”) entered into between PNS, JSSB and BGroup (“Disposal to PNS”),
Collectively referred to as the “Disposals”. 1.2
Dato’ Dr. Tengku Rethwan Bin Tengku Mansor (“Tengku Rethwan”) is a director of Berjaya Higher Education Sdn Bhd (“BHE”), a 70.6%-owned subsidiary of BGroup. Tengku Rethwan has entered into a put option agreement and a call option agreement with PNS for the said 12,106,500 Magni-Tech Shares acquired by PNS pursuant to the Disposal to PNS (“PNS Arrangement”).
1.3
Upon completion of the Disposals, the remaining interest held by the BCorporation Group is 13,716,900 Magni-Tech Shares representing 8.43% equity interest in Magni-Tech.
2.0
INFORMATION ON MAGNI-TECH
2.1
Magni-Tech was incorporated on 12 March 1997 under the Companies Act, 1965. Magni-Tech was previously listed on the Second Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 18 April 2000 and subsequently transferred to Main Market of Bursa Securities on 8 April 2003.
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2.2
The principal activities of the Magni-Tech Group are manufacturing and sales of garments, and manufacturing and distribution of corrugated fibre cartons, boxes, packaging products and flexible plastic packaging materials for industrial and commercial uses. As at 31 December 2015, Magni-Tech has an issued and paid-up share capital of RM162,731,842 comprising 162,731,842 Magni-Tech Shares.
3.0
DETAILS OF THE DISPOSALS
3.1
Pursuant to the Disposals, a total of 24,106,500 Magni-Tech Shares were disposed by the BCorporation Group at prices of RM3.63 and RM4.13 per Magni-Tech Share since November 2015. The number of Magni-Tech Shares held by the BCorporation Group before and after the Disposals are as follows:-
BGroup JSSB Total
Before the Disposals After the Disposals No. of Magni-Tech % No. of Magni-Tech % Shares Shares 18,023,400 11.08 19,800,000 12.17 13,716,900 8.43 37,823,400 23.25 13,716,900 8.43
3.2
The disposal price pursuant to the Disposal to PNS at RM4.13 per Magni-Tech share was made on a willing buyer willing seller basis after taking into consideration the 5-day weighted average price to 28 December 2015 of RM4.37 per Magni-Tech Share.
3.3
The Magni-Tech Shares were disposed of free and clear of all liens, charges and claims of any kind or restriction. PNS does not assume any liability relating to the Magni-Tech Shares pursuant to the Disposal to PNS.
3.4
The proceeds from the Disposals will be utilised for working capital of the BCorporation Group.
3.5
The Magni-Tech Shares were acquired since November 2008 and has an average adjusted group carrying value as at 31 December 2015 of about RM1.84 per MagniTech Share.
4.0
RATIONALE FOR THE DISPOSALS
4.1
The Disposals provide an opportunity for the BCorporation Group to realise part of its investment in Magni-Tech.
5.0
APPROVAL REQUIRED
5.1
The Disposals are not subject to the approval of the shareholders of BCorporation and any other relevant authority.
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6.0
EFFECTS OF THE DISPOSALS
6.1
The Disposals do not have any effect on the issued and paid-up share capital and substantial shareholders’ shareholdings in BCorporation.
6.2
The Disposals have no material effect on the net assets and earnings of the BCorporation Group. The Disposals will result in a gain on disposal of about RM49.12 million to the BCorporation Group for the current financial year ending 30 April 2016.
7.0
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
7.1
Tengku Rethwan, a director of BHE, has an interest in the Disposal to PNS via the PNS Arrangement.
7.2
Save as disclosed, none of the Directors and major shareholders of BCorporation or persons connected to them has any interest, direct or indirect, in the Disposals.
7.3
The Board of Directors of BCorporation is of the opinion that the Disposals are in the best interest of the Group.
8.0
PERCENTAGE RATIO
8.1
The highest applicable percentage ratio as per the Main Market Listing Requirements of Bursa Securities relating to the Disposals is about 1.46%.
9.0
DOCUMENT AVAILABLE FOR INSPECTION
9.1
The Agreement is available for public inspection at the Registered Office of BCorporation at Lot 13-01A, Level 13 (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 11 January 2016.
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