Bonia Corporation Berhad - Annual Report 2015 - page 197

ANNUAL REPORT 2015 |
195
NOTES TO THE FINANCIAL STATEMENTS
30 June 2015 (cont’d)
39. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE REPORTING PERIOD (cont’d)
(b) On the even date (cont’d):
(iv) Jeco and Christiane also executed the Shareholders’ Agreement with BBGH (“SHA”) to regulate the affairs of BBGH
and their relationship inter se as shareholders of BBGH. In the SHA, Jeco has agreed to grant Christiane the right to
require Jeco to sell part of Jeco’s shares in BBGH to Christiane to result in Christiane being the holder of 51% of the
issued share capital and the voting rights in BBGH (“Option Shares”) (collectively, “Option”) upon the full repayment
of the Jeco Loan to Christiane as mentioned below by Christiane. The Option shall lapse on the expiry of 20 years
from 31 August 2015. The purchase price for the Option Shares shall be based on SGD60,000 on 31 August 2015
which shall increase by 3% per annum on 31 August of each following year, compounded annually; and
(v) Jeco and Christiane signed the Loan Agreement (“LOA2”) for Jeco to provide an interest-bearing loan of SGD1,541,344
to Christiane who was in financial constrain (“Jeco Loan to Christiane”), for her to fulfil her obligations in the LOA1.
Such loan shall be used solely by Christiane as a shareholders’ loan to BBGH.
As detailed in the Company’s announcement to Bursa Malaysia Securities Berhad dated 23 September 2015:
(i) The Jeco Loan to BBGH and Jeco Loan to Christiane are provided in accordance with Paragraph 8.23 of the Main
Market Listing Requirements whereby the loans are necessary to facilitate the Acquisition of the IPRs by BBGH in
which such acquisition falls under the ordinary course of business of BBGH.
(ii) The Acquisition of IPRs is not expected to have material financial effect to the Group for the financial year ending
30 June 2016. However, if Christiane is unable to fulfil her obligations under the LOA2, it may cause Jeco to suffer
financial loss to the extent of the loan granted plus any interest that may have been accrued thereon.
(iii) The Acquisition of IPRs, Jeco Loan to BBGH and Jeco Loan to Christiane are deemed related party transactions that
involved the interests of certain Directors of the subsidiaries and of the Company.
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