Jaya Tiasa Holdings Berhad ("JTH") Proposed Variation To The Terms And Conditions Of The Profits Guarantee And Stakeholders' Agreement Dated 8 January 1998 In Relation To The Acquisitions By Jth Of The Entire Equity Interest In Seven (7) Timber Licensee Companies And 70% Equity Interest In Two (2) Timber Licensee Companies, And The Acquisitions Upon Issue Of Two (2) New Timber Licences Concurrently With The Surrender And Cancellation Of The Two (2) Original Timber Licences By Two (2) Original Timber Licence Holders ("Proposed Variation"); And Proposed Variation To The Terms And Conditions Of Two (2) Separate Profit Guarantees Given Pursuant To The Shares Sale Agreement Dated 6 December 1993 And The Supplemental Shares Sale Agreement Dated 27 December 1994 In Relation To The Acquisitions By Jth Of The Entire Issued And Paid-Up Share Capital Of Jaya Tiasa Plywood Sdn. Bhd. And Rimbunan Hijau Plywood Sdn. Bhd. Respectively ("Proposed Settlement")
General Announcement
Reference No MM-000211-45084 |
| Submitting Merchant Bank |
: |
COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
11/02/2000 |
|
 |
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| Type |
: |
Announcement |
| Subject |
: |
JAYA TIASA HOLDINGS BERHAD ("JTH")
PROPOSED VARIATION TO THE TERMS AND CONDITIONS OF THE PROFITS GUARANTEE AND STAKEHOLDERS' AGREEMENT DATED 8 JANUARY 1998 IN RELATION TO THE ACQUISITIONS BY JTH OF THE ENTIRE EQUITY INTEREST IN SEVEN (7) TIMBER LICENSEE COMPANIES AND 70% EQUITY INTEREST IN TWO (2) TIMBER LICENSEE COMPANIES, AND THE ACQUISITIONS UPON ISSUE OF TWO (2) NEW TIMBER LICENCES CONCURRENTLY WITH THE SURRENDER AND CANCELLATION OF THE TWO (2) ORIGINAL TIMBER LICENCES BY TWO (2) ORIGINAL TIMBER LICENCE HOLDERS ("PROPOSED VARIATION"); AND
PROPOSED VARIATION TO THE TERMS AND CONDITIONS OF TWO (2) SEPARATE PROFIT GUARANTEES GIVEN PURSUANT TO THE SHARES SALE AGREEMENT DATED 6 DECEMBER 1993 AND THE SUPPLEMENTAL SHARES SALE AGREEMENT DATED 27 DECEMBER 1994 IN RELATION TO THE ACQUISITIONS BY JTH OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF JAYA TIASA PLYWOOD SDN. BHD. AND RIMBUNAN HIJAU PLYWOOD SDN. BHD. RESPECTIVELY ("PROPOSED SETTLEMENT") |
Contents :
We refer to our announcements dated 29 April and 15 July 1999 in relation to the above.
On behalf of JTH, Commerce International Merchant Bankers Berhad wishes to announce that the Securities Commission ("SC") had on 2 February 2000 approved the abovementioned proposals subject to the following conditions:-
1. In respect of the Proposed Variation:-
(i) the guarantor is required to fulfill its obligation by instalment payments in respect of the shortfall in the profit guarantee amounting to RM26.9 million for the financial year ended 30 April 1999 within 18 months from the SC's approval. The guarantor's obligation in respect of the original guaranteed profit for the financial year ended 30 April 1999 was RM100.0 million and the audited pre-tax profit of the timber concessions for the year ended 30 April 1999 was RM73.1 million;
(ii) the guarantor is required to submit to the SC the new terms and conditions of the profit guarantee for the remaining guaranteed years; and
(iii) any shortfall in the profit guarantee shall be settled within 30 days from the date of JTH's notification to the guarantor.
2. In respect of the Proposed Settlement, the SC requires that interest at a rate of not less than the prevailing average fixed deposit rate to be charged on the remaining unpaid balance beginning 17 October 1999 provided always that the full settlement shall not exceed two (2) years from 17 October 1998. Under the terms of the Proposed Settlement, the interest rate to be charged is the prevailing average borrowing cost of JTH, which is higher than the prevailing average fixed deposit rate.
The Directors of JTH are presently deliberating on the abovementioned conditions imposed by the SC. An announcement will be made in due course once a decision is made.
