ACQUISITION OF THE REMAINING 30% EQUITY INTEREST IN BERJAYA GENERAL INSURANCE BERHAD
BERJAYA CAPITAL BERHAD |
Type | Reply to query |
Reply to Query Letter by KLSE reference ID | MM-000504-40997 |
Subject | ACQUISITION 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
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 Name | BERJAYA CAPITAL BERHAD |
Stock Name | BCAP |
Date Announced | 11 May 2000 |
Category | General Announcement |
Reference No | BB-000511-37159 |