1. INTRODUCTION
The Board of Directors of Bonia wishes to announce that the Company had on 6 August 2009 disposed off 24,500 ordinary shares of THB100 each representing 49% equity interest in BBA International Co Ltd, Thailand (“BBA”), an associate company of the Company for a total cash consideration of Thai Bath One Million Two Hundred Thirty Six Thousand One Hundred and Thirty Nine (THB1,236,139.00) only or RM126,162.00 equivalent (“the Disposal”) to Miss Napa Chin-Isarayos and Miss Yaowannooj Boonnamsap.
2. DISPOSAL CONSIDERATION
The consideration of THB1,236,139.00 was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the adjusted net asset of BBA of THB1,661,474.00 as at 30 June 2009. The proceeds from the Disposal had been paid by BBA and will be utilized as working capital of the Group.
2.1 GAIN OR LOSS FROM THE DISPOSAL
RM RM
Disposal consideration 126,162.00
Less : Carrying value of investment
Book Value of shares disposed 235,935.00
Retained losses until 30 June 2009 (162,535.00) 73,400.00
Consolidated Gain on Disposal (estimated) 52,762.00
The Disposal is estimated to report a Consolidated Gain of RM52,762.00.
3. INFORMATION OF BBA
BBA was incorporated in Thailand on 2 October 2003 with its core business in retailing and marketing of fashionable goods and accessories with an authorized share capital of THB5.0 million comprising of 50,000 ordinary shares of THB100 each of which all the shares had been issued and fully paid-up. The shareholders of BBA before the Disposal are as below:
Shareholders Number of share held
Bonia Corporation Berhad 24,500
Mrs Siriwan Boonnamsap 1
Miss Yaowannooj Boonnamsap 10,500
Mr Boonnam Boonnamsap 2
Miss Napa Chin-Isarayos 1
Namjing Co Ltd 7,498
Moda Europa Co Ltd 7,498
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Total 50,000
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4. INFORMATION OF MISS NAPA CHIN-ISARAYOS AND MISS YAOWANNOOJ BOONNAMSAP
Both Miss Napa Chin-Isarayos and Miss Yaowannooj Boonnamsap are the existing shareholders and director of BBA.
5. BONIA INVESTMENT IN BBA
The date of investment in BBA by the Company was on 16 February 2004 with an original cost of investment of THB2,450,000.00 for 24,500 ordinary shares of THB100 each.
6. RATIONALE
The Disposal is part of the Bonia Group’s on-going cost optimization and business streamlining strategy. The Disposal would allow Bonia Group to re-organise its resources and focus on other potential area.
7. RISK
None of the Board of Directors of the Company foresee any risk in the Disposal.
8. FINANCIAL EFFECT OF THE PROPOSED DISPOSAL
The Disposal has no material effect on the earnings per share, net tangible assets per share, share capital and the shareholdings of the Company for the financial year ending 30 June 2010.
9. APPROVAL REQUIRED
The Disposal does not require the approval of the relevant authorities and the Shareholders of the Company.
10. DEPARTURE FROM THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE AND / OFFER OF SECURITIES
As the 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 Bonia and its subsidiaries have any interest, direct or indirect, in the Disposal.
12. STATEMENT BY THE BOARD OF DIRECTORS ON THE COMPANY
Having considered the rationale and all other aspects of the Disposal, the Board is of the opinion that the transaction is fair and reasonable and is in the best interest of the Company.
This announcement is dated 6 August 2009.
