Jaya Tiasa Holdingsberhad ("Jth" Or The "Company") Proposed Variation To The Terms And Conditions Of The Profit 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, 70% Equity Interest In Two (2) Timber Licensee Companies And The Acquisition 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")
General Announcement
Reference No MM-990427-62584 |
| Submitting Merchant Bank |
: |
COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
29/04/1999 |
|
 |
|
| Type |
: |
Announcement |
| Subject |
: |
JAYA TIASA HOLDINGSBERHAD ("JTH" OR THE "COMPANY")
PROPOSED VARIATION TO THE TERMS AND CONDITIONS OF THE PROFIT 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, 70% EQUITY INTEREST IN TWO (2) TIMBER LICENSEE COMPANIES AND THE ACQUISITION 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") |
Contents :
1. INTRODUCTION
On 30 December 1998, Commerce International Merchant Bankers Berhad ("CIMB") announced on behalf of the Board of Directors of JTH (the "Board") that the Board has received a request from Tiong Toh Siong Holdings Sdn. Bhd. (the "Guarantor") to vary certain terms and conditions of the Profit Guarantee and Stakeholder Agreement dated 8 January 1998 which involves, inter-alia:-
(i) an extension of time to achieve the guaranteed profit of RM100 million per annum ("Guaranteed Profit") from three (3) financial years ending 30 April 2001 ("Guaranteed Years") to five (5) financial year ending 30 April 2003;
(ii) an increase in Guaranteed Profit from RM300 million to RM325 million for the duration of the Guaranteed Years to take into consideration the depreciating value of money with time; and
(iii) variation in Guaranteed Profit ("Previous Varied Guaranteed Profit") as set out in Table 1 below.
On behalf of the Board, CIMB wishes to announce that the Board has received another request from the Guarantor to further vary the terms and conditions of the Profit Guarantee as follows:-
(i) variation in Guaranteed Profit ("New Varied Guaranteed Profit") as set out in Table 1 below; and
(ii) an increase in the Guaranteed Profit to only RM317 million for the duration of the Guaranteed Years from RM325 million as previously proposed to take into consideration the higher amount of yearly Guaranteed Profit to be achieved in the initial years. On the basis of a discount rate of 6% per annum, the discounted value of the Previous Varied Guaranteed Profit and the New Varied Guaranteed Profit are similiar.
All other terms and conditions of the Proposed Variation as announced on 30 December 1998 remain unchanged.
2. Effects of the Proposed Variation
(i) NTA
The increase in the JTH Group's NTA for the financial year ending 30 April 1999 will be higher under the New Varied Guaranteed Profits as compared to the Previous Varied Guaranteed Profit.
(ii) Earnings
The earnings of the JTH Group for the financial years ending 30 April 1999 will be higher under the New Varied Guaranteed Profits as compared to the Previous Varied Guaranteed Profit.
The Independent Directors of the Company have accepted the Proposed Variation subject to the approvals being obtained from the Securities Commission and the independent shareholders of JTH in a poll at an Extraordinary General Meeting to be convened.
Table 1
| Financial year ending 30 April |
1999
|
2000
|
2001
|
2002
|
2003
|
Aggregate
|
| Existing Guaranteed Profit (RM'million) |
100.0
|
100.0
|
100.0
|
-
|
-
|
300.0
|
| Previous Varied Guaranteed Profit (RM'million) |
40.0
|
52.5
|
65.0
|
77.5
|
90.0
|
325.0
|
| New Varied Guaranteed Profit (RM'million) |
65.0
|
65.0
|
65.0
|
65.0
|
57.0
|
317.0
|
