Announcement Details :
2. DISPOSAL CONSIDERATION
The consideration for the Proposed Disposal of RM100,000.00 was based on “willing-buyer willing-seller” basis after taking into consideration the audited net liabilities of PASB as at 30 June 2009. The disposal consideration shall be fully settled by way of cash and will be utilised for working capital purposes.
2.1 GAIN OR LOSS FROM DISPOSAL
The Proposed Disposal is estimated to report a Consolidated Gain on Disposal of RM9,000.00.
2.2. SALIENT FEATURE
The Proposed Disposal consideration is based on a “willing-buyer willing-seller” basis after taking into consideration the audited net liabilities of PASB as at 30 June 2009.
The SPA is conditional upon the following:-
1) 10% deposit of RM10,000.00 upon execution of the SPA;
2) PNSB having carried out a due diligence on PASB within one (1) month from the day of the SPA;
3) The balance sum of RM90,000.00 shall be paid by PNSB to the Company within three (3) working days from the date of completion.
2.3. ESTIMATED TIME OF COMPLETION
The Proposed Disposal is expected to complete by end December 2009.
3. INFORMATION OF PASB
PASB is a company incorporated in Malaysia since 19 December 1995 and having its authorised and paid up share capital of 1,000,000 and 500,000 ordinary shares of RM1.00 each respectively. PASB’s principal activitiy is property development. The current shareholders of PASB immediately before the Proposed Disposal are:
For the financial year ended 30 June 2009, PASB reported an audited loss after taxation of RM343,700.00 and audited net liabilities of RM3,238,019.00. PASB financial statement for its financial year ended 30 June 2009 was audited by Messrs BDO Binder.
4. INFORMATION ON PNSB
PNSB is a company incorporated in Malaysia since 8 January 1996. The principal activity for PNSB is investment holding. PNSB has an authorised capital of 100,000 ordinary share of RM 1.00 each and paid up capital of 10,000 ordinary shares of RM 1.00 each. The shareholders and directors of PNSB are Chan Kok Wah and Lim Boon Chai.
5. BONIA INVESTMENT IN PASB
The Company investment in PASB was made in the following manner:
|
Date
|
Number of ordinary shares of RM 1.00 each
|
RM
|
Mode
|
|
12 March 1996
|
70
|
70
|
Cash
|
|
22 March 1996
|
69,930
|
69,930
|
Cash
|
|
23 September 1996
|
280,000
|
280,000
|
Cash
|
|
Total
|
350,000
|
350,000
|
6. RATIONALE
The Disposal is part of the Group’s on-going cost optimisation and business streamlining strategy. The Disposal would allow the Group to focus on its core business which is retailing.
7. RISK
None of the Board of Directors of the Company foresees any risk in the Proposed Disposal.
8. FINANCIAL EFFECT OF THE PROPOSED DISPOSAL
The Proposed Disposal has no material effect on the earnings per share, net assets per share, share capital and the shareholdings of the Company for the financial year ending 30 June 2010.
9. APPROVAL REQUIRED
The Proposed Disposal does not required approval from shareholders of the Company or any statutory authorities.
10. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE AND / OFFER OF SECURITIES
As the Proposed Disposal does not involve any issue / offer of securities, the Securities Commission’s Policies and Guidelines on Issue / Offer of Securities are therefore not applicable.
11. INTEREST OF DIRECTORS’ AND MAJOR SHAREHOLDERS’ AND/OR PERSONS CONNECTED TO THEM
None of the Directors and major shareholders or persons connected to the Directors or major shareholders of the Company and its subsidiaries have any interest, direct or indirect, in the Proposed Disposal.
12. STATEMENT BY THE BOARD OF DIRECTORS ON THE COMPANY
Having considered the rationale and all other aspects of the Proposed Disposal, the Board is of the opinion that the transaction is fair and reasonable and is in the best interest of the Company.
13. DOCUMENTS AVAILABLE FOR INSPECTION
The SPA will be available for inspection at the registered office of the Company located Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of two (2) weeks from the date of this announcement.
This announcement is dated 4 November 2009.
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