1. INTRODUCTION

The Board of Directors (“Board”) of Bonia Corporation Berhad (“Bonia” or “the Company”) is pleased to announce that Dominion Directions Sdn Bhd, a wholly owned subsidiary of Bonia had on 1 March 2010 acquired an additional 5% shareholdings of 50,000 ordinary shares of RM1.00 each in VRD from Mr Lee Poh Seong for RM370,367.00 (“Proposed Acquisition”).

2. ACQUISITION CONSIDERATION

The consideration for the Proposed Acquisition of RM370,367.00 was based on  “willing-buyer willing-seller” basis after taking into consideration the net assets of VRD as at 31 December 2009. The acquisition consideration shall be fully settled by way of cash from internal generated fund.

2.1. ESTIMATED TIME OF COMPLETION

The Proposed Acquisition is expected to complete by end of March 2010.

3. INFORMATION OF VRD

VRD is a company incorporated in Malaysia since 22 May 2000 and having its authorised and paid up share capital of 1,000,000 and 1,000,000 ordinary shares of RM1.00 each respectively. VRD’s principal activitiy is marketing and distribution of men’s apparel and accessories, and ladies’ apparel. The shareholders of VRD before and after the Proposed Acquisition are as per table below.

For the financial year ended 30 June 2009, VRD reported an audited net profit of RM1,149,505.00 and audited net assets of RM6,665,337.00. VRD financial statement for its financial year ended 30 June 2009 was audited by Messrs BDO Binder. 

For the six months ended 31 December 2009, VRD reported an unaudited net profit of RM817,002.00 and an unaudited net assets of RM7,407,338.00.

4. INFORMATION ON MR LEE POH SEONG

Mr Lee Poh Seong is the existing shareholders and directors of VRD since its inception in 2000. He joined VRD in August 2000 as General Manager, bringing along his 13 years experiences in retailing to development the international menswear under the brand name of Valentino Rudy to where it is today in Malaysia.

6. RATIONALE

The Proposed Acquisition is to increase the shareholding in VRD.  

7. RISK

None of the Board of Directors of the Company foresees any risk in the Proposed Acquisition.

8. FINANCIAL EFFECT OF THE PROPOSED DISPOSAL

The Proposed Acquisition 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 Acquisition 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 Acquisition 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

Other than Mr Lee Poh Seong, which is a shareholder before the Proposed Acquisition and a director of VRD, 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 Acquisition.

12. STATEMENT BY THE BOARD OF DIRECTORS OF THE COMPANY

Having considered the rationale and all other aspects of the Proposed Acquisition, 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 1 March 2010.