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