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Announcement

 

General Announcement

Reference No CK-110413-61104

Company Name

:

GOLDEN PHAROS BERHAD

Stock Name

:

GPHAROS

Date Announced

:

13/04/2011

 
 

Type

:

Announcement

Subject

:

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS

Description

:

DISPOSAL OF INVESTMENTS

Announcement Details/ Table Section:

1. INTRODUCTION

The Board of Directors of Golden Pharos Berhad ("GPB") wishes to announce that on 8 April 2011 there was a disposal, via married deal, of 830,640 shares in TDM Berhad ("the Shares"), a company listed on Bursa Malaysia Securities Berhad to Terengganu Incorporated Sdn Bhd, for a total cash consideration of RM2.4 million ("the Disposal").

2. DETAILS OF THE DISPOSAL

2.1 Details of the Disposal

The Shares of TDM Berhad are listed on Bursa Malaysia Securities Berhad and the Disposal was done via married deal.

2.2 Basis and Justification of the Sale Consideration

The Disposal was made at the prevailing market price of the Shares.

2.3 Details of the Purchaser

Terengganu Incorporated Sdn Bhd is a major shareholder of the Company. No liabilities will be assumed by the purchaser arising from the Disposal.

2.4 Original cost to the vendor

The total cost of the Shares was RM763,524 and the book value of the Shares based on the audited financial statements for the year ended 31 December 2009 was RM1,320,718. The gain on disposal is RM557,194.

2.5 Application of Sales Proceeds

The sales proceeds would be applied immediately towards working capital for the GPB group of companies.

3. FINANCIAL EFFECTS OF THE DISPOSAL

The Disposal will not have any material effect on the earnings per share, net assets per share and gearing for the financial year ending 31 December 2011.

The Disposal will not have any effect on the issued and paid up share capital and the substantial shareholders' shareholdings in GPB.

4. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

Save as disclosed above, none of the directors and/or substantial shareholders of GPB or persons connected to the directors and/or major shareholders have any interest, direct or indirect in the Disposal.

5. RATIONALE OF THE DISPOSAL

The Disposal resulted in a gain for the Company and the proceeds would be applied towards working capital needs of the GPB Group.

6. DIRECTORS' RECOMMENDATION

The Board, after having taken into consideration all aspects of the Disposal, is of the opinion that the Disposal is fair and reasonable and is in the best interest of GPB.

7. AUDIT COMMITTEE'S STATEMENT

The Audit Committee, having considered all aspect of the Disposal including the rationale, the market price and the financial effect of the Disposal, is of the opinion that the Disposal is in the best interest of GPB and not detrimental to the interest of the minority shareholderrs of GPB. The Audit Committee is of the view that the Disposal is fair, reasonable and on normal commercial terms.

8. APPROVAL REQUIRED

The transaction is not subject to the approval of shareholders of GPB and other relevant authorities. The above transaction is arelated party transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

9. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Disposal pursuant to paragraph 10.02(g) of the Listing Requirements is 3.4%.

10. TRANSACTION WITH RELATED PARTY FOR THE PRECEDING 12 MONTHS

There were no other transactions entered into with Terengganu Incorporated Sdn Bhd for the preceding 12 months.

This announcement is dated 13 April 2011

 

 

 

 

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