Announcement Details :
1.0 INFORMATION
ON DASB
DASB
was incorporated in Malaysia under the Companies Act , 1965
as a private company limited by shares on 28th
January 1995 and is principally involved in the provision
of property management and consultancy services.The
present authorised share capital of DASB is RM250,000.00
comprising 250,000 ordinary shares of RM1.00 each of which
250,000 ordinary shares of RM1.00 each have been issued
and fully paid-up.
2.0
DETAILS
OF THE DISPOSAL OF DASB TO PKNK
2.1
Rationale
The
disposal
is undertaken as part of restructuring exercise whereby
DASB does not fit with the overall business objectives of
BDB.
Upon
completion of the disposal of shares, DASB will cease to
be a subsidiary of BDB.
2.2
Basis
of Arrival at Purchase Consideration
The
Purchase Consideration was arrived at on a willing seller-willing
buyer basis after taking into consideration, inter alia,
the net tangible assets of DASB and the future earning potential
of DASB.
2.3 Salient
Terms of the Shares Sales Agreement (the Agreement”)
The
salient terms of the Agreement are as follows:-
2.3.1
BDB
agrees to sell to PKNK and PKNK agrees to purchase from
BDB shares free from all claims, charges, liens, pledges
or any other encumbrances and with all rights and advantages
attaching thereto or accruing thereon as at and from the
date thereof ,without limitation, all rights, dividends
and other distributions declared, paid or made thereof for
the Purchase Consideration as at a Completion Date.
2.3.2
The completion date of the sale of shares
shall be effected on the execution of the Agreement in the
following manner:-
a)
PKNK shall pay to BDB the sum of RM250,000.00
in full;
b)
BDB shall deliver the following documents
to PKNK or its solicitors:-
aa)
valid and duly executed transfer form ;
bb)
original shares certificates of DASB ;
cc)
a copy of DASB’s board of directors’ resolution
approving the transfer of the BDB’s shares to PKNK
;
dd)
a copy of BDB’s board of directors resolution authorizing
the sale of shares by BDB to PKNK.
2.4
INFORMATION ON RELATED PARTY (PKNK)
PKNK
was established as a state statutory corporation on 25 August
1965 pursuant to the Kedah State development Corporation
Enactment
No.5 of 1965 and is a major shareholder of BDB with a holding
of 59.94% of the total issued and paid up capital of
BDB.
2.5
DIRECTORS AND SUBSTANTIAL SHAREHOLDER’S INTERESTS
Y.Bhg.
Dato’ Abdul Rahman bin Ibrahim and Sr Che Had Bin
Dhali, who sit on the Board of BDB as a Non Executive Non
Independent
Directors, are also the Board members of PKNK and DASB.
Y.Bhg
Dato’ Jahubar Sathik Bin Abdul Razak is a director
of DASB by virtue of him being the Group Managing Director
of BDB.
2.6
FINANCIAL EFFECT OF THE DISPOSAL OF DASB TO PKNK
The
Proposal is not expected to have any material impact on
the share capital, gearing, consolidated earnings, net assets
and substantial shareholders’ shareholding of BDB
for the financial year ending 31 December 2010
2.7
APPROVAL REQUIRED
The
disposal does not require approval from shareholders of
the Company and the Securities Commission.
2.8
DIRECTORS RECOMMENDATION
Having
considered all aspects of the disposal, the Board of BDB
is of the opinion that the disposal is in the best interest
of the
Company.
2.9
DOCUMENTS FOR INSPECTION
A
copy of the Sale Shares Agreement is available for inspection
at the registered office of BDB during normal business working
hours at Aras 9, Menara BDB, 88 Lebuhraya Darulaman , 05100,
Alor Setar, Kedah.
The
announcement is dated 31st
March 2010.