BURSA ANNOUNCEMENTS

Date : 11 May 2000

ACQUISITION OF THE REMAINING 30% EQUITY INTEREST IN BERJAYA GENERAL INSURANCE BERHAD

BERJAYA CAPITAL BERHAD

TypeReply to query
Reply to Query Letter by KLSE reference IDMM-000504-40997
SubjectACQUISITION OF THE REMAINING 30% EQUITY INTEREST IN BERJAYA GENERAL INSURANCE BERHAD

Contents :

We refer to the Exchange’s letter dated 10 May 2000 in connection with the above exercise and wish to inform the following:-


(1) The Sale and Purchase of Share Agreement ("SPSA") was entered into on 28 April 2000;

(2) The SPSA is available for inspection at the registered office of Berjaya Capital Berhad ("BCapital") at Level 17, Menara Shahzan Insas, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur from Monday to Friday (except public holiday) during business hours;

(3) There is no term of arrangement for payment on a deferred basis as full payment was made on the date of execution of the SPSA;

(4) As at 30 April 1999, Berjaya General Insurance Bhd ("BGI") has recorded a net profit of RM2,359,855 and its net tangible assets amounted to RM98,947,475;

(5) BCapital is not aware of the actual cost of investment by Tokio Marine and Fire Insurance Company Limited ("Tokio Marine") in BGI. However, Tokio Marine subscribed a total of 10,327,500 ordinary shares at par in BGI between 7 October 1980 and 19 May 1995. During the period of investment, Tokio Marine was allotted a total of 13,800,000 bonus shares and it disposed a total of 1,627,500 shares;

(6) The Company is not aware of any persons connected to directors and/or substantial shareholders having any interest, direct or indirect in the acquisition;

(7) There is no additional liability assumed by BCapital as BGI was a 70% owned subsidiary of BCapital and all liabilities have been consolidated in the accounts of the BCapital Group;

(8) The weighted average market price for the equity share capital of BCapital for the 5 market days prior to the date of SPSA is RM1.82;

(9) The acquisition is not subject to the approval of shareholders. As mentioned in para 5 of the announcement, the approvals of the Minister of Finance/Bank Negara Malaysia and Foreign Investment Committee had been obtained on 10 April 2000 and 20 March 2000 respectively;

(10) Details of Tokio Marine are set out as follows:-

(a) Principal activity:


      General insurance
    (b) Directors and their interests in Tokio Marine

    Please refer to Table I below

    (c) Substantial Shareholders

    Please refer to Table II below


    Table I
    Name
    Direct
    Indirect
    %
    Nationality
    Shunji Kono
    81,000
    N/A
    0.005
    Japanese
    Koukei Higuchi
    37,000
    N/A
    0.002
    Japanese
    Takao Isoyama
    37,000
    N/A
    0.002
    Japanese
    Shinya Yoshikoshi
    27,000
    N/A
    0.002
    Japanese
    Mizuto Shiozawa
    31,000
    N/A
    0.002
    Japanese
    Takehisa Kikuchi
    50,000
    N/A
    0.003
    Japanese
    Sukeaki Ohta
    32,000
    N/A
    0.002
    Japanese
    Yasuaki Kada
    22,000
    N/A
    0.001
    Japanese
    Hirotada Seyama
    35,000
    N/A
    0.002
    Japanese
    Yukio Hayama
    26,000
    N/A
    0.002
    Japanese
    Shoji Ueno
    23,000
    N/A
    0.001
    Japanese
    Makoto Akutsu
    12,000
    N/A
    0.001
    Japanese
    Akihiko Mori
    30,000
    N/A
    0.002
    Japanese
    Mitsunobu Yoshida
    29,000
    N/A
    0.002
    Japanese
    Toshikazu Kakudai
    23,000
    N/A
    0.001
    Japanese
    Shinsaku Nomura
    41,000
    N/A
    0.003
    Japanese
    Josuke Shindo
    27,000
    N/A
    0.002
    Japanese
    Kunio Ishihara
    30,000
    N/A
    0.002
    Japanese
    Katsuo Handa
    13,000
    N/A
    0.001
    Japanese
    Yoichiro Iwama
    18,000
    N/A
    0.001
    Japanese
    Yoshiharu Mishuku
    16,000
    N/A
    0.001
    Japanese
    Haruo Marumo
    21,000
    N/A
    0.001
    Japanese
    Minoru Makihara
    15,000
    N/A
    0.001
    Japanese
    Yasuhiko Ozeki
    26,000
    N/A
    0.002
    Japanese
    Masaharu Nakamura
    24,000
    N/A
    0.002
    Japanese
    Takashi Nishino
    22,000
    N/A
    0.002
    Japanese
    Shigeki Ikeda
    12,000
    N/A
    0.001
    Japanese
    Teruhiko Tokura
    11,000
    N/A
    0.001
    Japanese
    Katsuhiko Yoshimura
    22,000
    N/A
    0.002
    Japanese
    Sachio Sakiya
    9,000
    N/A
    0.001
    Japanese
    Hiroshi Kanasugi
    39,000
    N/A
    0.003
    Japanese
    Tomohisa Yamada
    22,000
    N/A
    0.001
    Japanese
    Hiroyoshi Wada
    12,000
    N/A
    0.001
    Japanese
    Kuniyuki Suda
    14,000
    N/A
    0.001
    Japanese
    Tsutomu Okubo
    9,000
    N/A
    0.001
    Japanese
    Tomochika Iwashita
    19,000
    N/A
    0.001
    Japanese

        Table II
        Shareholders
        No of Shares Held
        %
        The Bank of Tokyo-Mitsubishi, Ltd
        77,484,000
        5.0
        Meiji Mutual Life Insurance Co.
        69,134,000
        4.5
        The Mitsubishi Trust & Banking Corp.
        59,669,000
        3.9
        Nats Cumco
        45,505,000
        2.9
        Mitsubishi Corp.
        36,107,000
        2.3
        The Sumitomo Trust & Banking Co. Ltd.
        33,855,000
        2.2

    Query Letter Contents :

    We refer to your announcement dated 28 April 2000.
    In this connection, kindly furnish the Exchange with the following additional
    information for public release:-
    1) The date which the Sale and Purchase of Share Agreement ("SPSA") was
    entered into.
    2) The time and place where SPSA is available for inspection.
    3) Terms of any arrangement for payment on a deferred basis, if any.
    4) The net profits and net tangible assets of Berjaya General Insrance Bhd
    ("BGI") as at the latest audited account.
    5) Original cost of investment in BGI to Tokio Marine and Fire Insurance
    Company Limited ("Tokio Marine") and date of such investment.
    6) Whether the persons connected to directors and/or substantial shareholders
    have any interest, direct or indirect in the acquisition.
    7) Particular of all liabilities to be assumed by the Company arising from
    the acquisition or a negative statement.
    8) The weighted average market price for the equity share capital of your
    Company for the 5 market days prior to the date on which the terms of
    transaction were agreed upon.
    9) Whether the transaction is subject to the approval of shareholders and the
    relevant government autorities.
    10) Details of Tokio Marine. (i.e. principal activities, directors and
    substantial shareholders and their equity interest)





    Kindly furnish the Exchange with your reply within two (2) market days from the
    date hereof.

    Yours faithfully
    KUALA LUMPUR STOCK EXCHANGE


    Chong Fui Tzy
    Manager, Listing Operations
    CFT/MZM


    Announcement Info

    Company NameBERJAYA CAPITAL BERHAD  
    Stock Name BCAP    
    Date Announced11 May 2000  
    CategoryGeneral Announcement
    Reference NoBB-000511-37159

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