cover rationale - ChartNexus

40 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) As previously reported on 25 July 2001, the Company accepted the offer from Utama
Banking Group Berhad (‘UBG’) via a Letter of Offer to acquire the Company’s entire
22.68% equity interest in Rashid Hussain Berhad (‘RHB’) for a cash consideration of
RM399.5 million or RM3.80 per RHB share.
The total cash consideration for the said shares was subsequently revised to RM504.6
million or RM4.80 per share with the agreement of UBG.
The Company had on 20 March 2002 entered into a conditional sale and purchase
agreement (‘SPA’) with UBG for the sale of the said RHB shares to UBG for a revised
total cash consideration of RM504.6 million (‘Proposed Disposal’).
Approvals for the Proposed Disposal were obtained from the Securities Commission on
9 October 2002 and the shareholders of the Company at an Extraordinary General
Meeting held on 15 November 2002.
(b) On 11 September 2001, MR Securities Sdn. Bhd., a wholly-owned subsidiary of the
Company, completed the acquisition of a 100% equity interest in Bintara Guard Force
Security Sdn. Bhd. for cash consideration of RM300,000.
(c) As previously reported, on 5 October 2000, MRCB Property Development Sdn. Bhd.
(‘MPD’) entered into a Sale and Purchase Agreement (‘SPA’) with Rich Focus Corporation
Sdn. Bhd. (‘Rich Focus’) for the acquisition of 90% equity interest in KGN-RFC
Development Sdn. Bhd. for a cash consideration of RM7.5 million. MPD is a wholly-
owned subsidiary of Malaysian Resources Development Sdn. Bhd., which in turn is a
wholly-owned subsidiary of the Company.
On 1 December 2001, MPD terminated the above SPA due to the non-satisfaction of
material conditions precedent by Rich Focus.
(d) On 8 October 2001, the Company (‘MRCB’) and its associate, Sistem Televisyen Malaysia
Berhad (‘TV3’), made a joint announcement on a Proposed Corporate Restructuring
Scheme (‘Corporate Proposals’). The Corporate Proposals serve to address the debt
obligations of TV3 and MRCB and involves, amongst others, Proposed TV3 Debt
Reconstruction Scheme involving eligible scheme creditors of TV3 Group, Proposed
Reorganisation of Media Convergence Group through the setting up of a new entity
(‘Newco’) and disposal of MRCB’s shares in TV3 and the New Straits Times Press
(Malaysia) Berhad to Newco, and the demerger of MRCB and Newco. The Corporate
Proposals are subject to the relevant approvals.
The Company has obtained the approval for the Corporate Proposals from the Foreign
Investment Committee and the Securities Commission.
(e) On 23 November 2001, the Company entered into a Sale and Purchase Agreement with
Tenaga National Berhad for the disposal of the Company’s entire 70% equity interest in
Sepang Power Sdn. Bhd. for a cash consideration of RM115.0 million. The disposal was
completed on 20 May 2002.
Laporan Tahunan 2002 Annual Report
NOTES TO THE FINANCIAL STATEMENTS 31 AUGUST 2002 (CONTINUED)
143