[Rakyat sekali lagi menanggung hutang kroni melalui Danaharta. Ketidaktelusan Danaharta menyebabkan beberapa muslihat dirancang dalam tersembunyi.
- Editor]

Danaharta rescues Vincent Tan-Berjaya restructuring

The Berjaya restructuring reported in the Edge (see http://www.theedge.com.my/article.cfm?id=4635) assumes that Vincent Tan owns 34% of BGroup-but it is not true that 11.5 percentage points is held by the Taxpayer, via Danaharta.

The story also talks of a capital raising (I think) of RM 2.6 billion or a RM 156 million rights issue-taking the lower figure and given that Vincent is supposed to own 66% of the NEWCO in which rights will be issued - will Vincent clarify how he proposes to raise RM104 million, when his shares in Digi and BGroup are held by Danaharta, or in pledged securites accounts?

Danaharta Urus S/B, a wholly-owned subsidiary of Danaharta holds 172,350,996 million Berjaya Group Bhd shares (11.5% of issued shares) on behalf of Vincent Tan Chee Yiuon.

The evidence is to be found at page 171 of The Berjaya Group Annual Report 2000, signed by executive chairman Vincent Tan.

A further 8.3 percentage points of Tan's 35% holding in BGroup are held as pledged securities by variuos nominee companies.

Vincent is said to control 35% of BGroup's stock.

Given the above, just over 20 percentage points of that holding is in the hands of the banks.

Another 5% or so held via companies Vincent is said to control, B&B Enterprises and Lengkap Bahagia is similliarly held.

The shareholdings are as at 18 September 2000. Since then, Berjaya shares have fallen in value, and presently trade at around 30 sen.

Danaharta Urus is obviously holding the shares as a result of having assumed both a non-performing loan/s and the collateral. However, given Danaharta secrecy, the loan amount cannot be confirmed.

It is however on public record that Danaharta had assumed somewhere between RM 20-60 million, borrowed by Vincent's Sun Media Group S/B. Evidence can be found in the Gemtech Bhd announcement to the KLSE on its proposed acquisition of Sun Media. Vincent owns 60% of Sun Media, while Berjaya Group and BToto own another 25%.

-Ganesh Sahathevan-

Berjaya Group to be placed under s.176 - but KLSE still silent

The Edge has reported (see http://www.theedge.com.my/article.cfm?id=4635) that the entire Berjaya Group will be placed under s.176 protection to allow time for the restructuring it has announced to take place.

The gist of s.176 of the Companies Act is provided below-strange requirement for a company that need not comply with the KLSE's requirements for companies in financial difficulty-eventhough it and its major sharehoolder have been subject to Danaharta intrusion, or assistance-one can never tell these days.

Schemes of Arrangement: Section 176(1) states as follows:-

Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them the Court may on the application in a summary way of the company, or of any creditor or member of the company, or in the case of a company being wound up of the liquidator, order a meeting of the creditors or class of creditors or of the members of the company or class of members to be summoned in such manner as the Court directs.

In essence, section 176(1) provides for schemes of arrangement to be binding on creditors and members alike after the requisite approval by the specified majority and upon confirmation by the Court. Schemes of arrangement may be used for a variety of purposes and one purpose for which it is used for, with growing popularity, is the reconstruction of the financial affairs of a company heavily burdened with debt. It is essentially a formal compromise of a company's debts where there is a possibility of its business being viable.

A KLSE announcement dated 26/10/99 by Berjaya Capital said that Danaharta had disposed of shares beneficially held for Berjaya Group.

This suggests that Berjaya Group's shares in its subsidiary Berjaya Capital are or were held, in part or in its entirety, by Danaharta. It also suggests that Berjaya Group was/is unable to service its loans. Yet another instance of Danaharta assistance to billionaire tycoon Vincent Tan (see attached)

~~~

Danaharta is likely to see further deterioration in the value of the 45 million or so Digi shares it holds as collateral for NPLs suffered by Digi executive chairman Vincent Tan. (see story attached)

Digi may need to write-off RM 98.98 million which it booked as an exceptional item in the financial year ended 30 April 1999. The financial statements for the year ended 30 April 2000, state at Note 19, that the amount represents " the charge-out during the previous year of the subsidary's deffered expenditure, which had existed at the acquisition date, in respect of terminated subscribers as these were no longer recoverable."

Despite this, that amount was booked via Digi's 1999 P&L as an exceptional item, reducing its loss for the year to RM 77 million. The amount remains on the books as a reserve on consolidation.

In the event that Digi chooses not to write-of that amount, investors are likely to value the company less, regardless of how Digi chooses to classify or reclassify debts gone bad.

~~~

Danaharta Urus S/B , a wholly-owned subsidiary of Danaharta holds 45 million Digi.com shares (6.0% of issued shares) on behalf of Vincent Tan Chee Yiuon.

It appears that but for Danaharta's intervention, Vincent may have, as a result of a forced sale of those shares, lost control of Digi to his partner in the company, Telenor.

A further 6.2 percentage points is held as pledged securities by various nominee companies.

Another 6.6% or so held via Vincent's Berjaya VTCY is also pledged to various financial institutions.

Vincent is reported as having direct control over approximately 11.97% of Digi stock.A further 21% is controlled indirectly.

Telenor, his partner in Digi, controls 33%.

Had the 6% held by Danaharta been sold to recover the loans Vincent cannot service, Vincent would have lost control to Telenor.

The shareholdings are as at 8 August 2000. Since then, Berjaya shares have fallen in value, and presently trade at around RM 5.

Danaharta Urus has also intervened on Vincent's behalf to take control of 11.5% in Berjaya Group Bhd.

Danaharta Urus is obviusly holding the shares as a result of having assumed both a non-performing loan/s and the collateral. However, given Danaharta secrecy, the loan amount cannot be confirmed.

It is however on public record that Danaharta had assumed somewhere between RM 20-60 million, borrowed by Vincent's Sun Media Group S/B.

Evidence can be found in the Gemtech Bhd announcement to the KLSE on its proposed acquisition of Sun Media. Vincent owns 60% of Sun Media, while Berjaya Group and BToto own another 25%.

Rencana Rujukkan:

http://www.theedge.com.my/article.cfm?id=4635

Daily Edge Exclusives

Berjaya Group undertakes billion ringgit revamp plan

By Sidek Kamiso, 1.10pm

Berjaya Group is undertaking a multi-billion ringgit restructuring exercise involving the transfer of its listing status to Newco, the delisting of Cosway Corporation Bhd (CCB) and Berjaya Capital Bhd and the takeover of the RM2.8 billion property project Berjaya Times Square.

The move is seen as streamlining the group's structure, addressing its high gearing and facilitating the transfer of assets between individuals and at the group level.

In the exercise, BGroup will transfer Berjaya General Insurance Bhd, Inter-Pacific Capital Sdn Bhd and Cosway Malaysia Sdn Bhd to Berjaya Land Bhd for RM752.3 million.

The scheme also sees Tan Sri Vincent Tan Chee Yioun offering for sale a 20 per cent stake in DiGi.com Bhd comprising 150 million shares for RM975 million or RM6.50 a share to be satisfied by 886.4 million Newco shares at RM1.10 each with 443.2 million Newco warrants.

The other proposals in the exercise include rights issues, payment of loans and putting the entire BGroup under Section 176 of the Companies Act, 1965 to allow them time to undertake the restructuring exercise.

Announcing the exercise on May 23, the group's adviser, Commerce International Merchant Bankers Bhd said the revamp involved the transfer of BGroup's listing to Newco, the takeover of Berjaya Times Square Sdn Bhd, which owns the RM1.9 billion Times Square project, and the delisting of CCB and BCap.

'The exercise is expected to recapitalise the group by an additional RM2.6 billion in equity and quasi equity and to reduce bank borrowings by about RM900 million,' the statement said.

It added that the group intended to rejuvenate its income stream with the prospect of a turnaround in the financial year ending April 30, 2003.

Under the BGroup member scheme, its entire securities comprising shares, ICULS and warrants would be exchanged for new shares and ICULS of the newly incorporated company.

The swap arrangement would be on the basis of four BGroup shares to one Newco share; two BGroup ICULS to one Newco ICULS; and 10 BGroup warrants for one Newco warrant.

Newco also proposed the implementation of a renounceable rights issue of RM561.1 million nominal value of Newco 20 sen ICULS on the basis of ten 20 sen ICULS for every three existing Newco shares or Newco RM1 ICULS.

BLand, which proposed a two-for-three bonus issue, is also making separate general offers to acquire the remaining shares of BCap and CCB not held by BGroup for RM684.4 million to be satisfied by share swap. It will eventually sell its entire interest in BCap and CCB to Newco for the same price.

BCap and CCB will declare special gross cash dividend of 35 sen each subject to their respective delisting exercise.