Judi Bolasepak : KEUNTUNGAN dijamin RM125 Juta setahun.

Berikut adalah pengumuman penuh yang telah dibuat oleh Berjaya Corporation kepada Busra Saham Kuala Lumpur pada 12 May 2010..

Antara kandungannya ialah TSVT's menjamin keuntungan selepas cukai bagi Ascot sekurang-kurangnya RM375 Juta bagi tiga tahun kewangan bermula dari 30 April 2011 hingga ke 30 April 2013, ini membawa maksud keuntungan bagi setiap tahun selepas cukai ialah RM125 Juta.

RM125 Juta setahun sedara.. nak bussines apa lagi yang boleh bagi keuntungan sebanyak itu? Komisyen berapa agaknya ya?

Read the entire proposal below..

Berjaya Corp made an announcement to Bursa on 12 May 2010. Look at Item 2.2 under background to Ascot: “The Minister of Finance has given its approval for the re-issuance to Ascot of the licence to carry out sports betting operations upon certain terms and conditions.”

But under item 8, “approvals required”, it states: The Proposals are conditional upon approvals being obtained from the following:

d) The Minister of Finance for the re-issuance of the sports betting license and the changes in shareholders and directors in Ascot, if required;…

There’s also item 2.5, (a) “TSVT’s guarantee of the profit after tax of Ascot that it shall be at least RM375.0 million in aggregate for the three (3) financial years ending 30 April 2011 to 30 April 2013. This translates into an average profit after tax of RM125.0 million per annum;…”

Berjaya Corp’s full announcement to Bursa on 12 May 2010:

BERJAYA CORPORATION BERHAD (“BCORPORATION” OR “COMPANY”)

(A) PROPOSED ACQUISITION OF 70% EQUITY INTEREST IN ASCOT SPORTS SDN BHD (“ASCOT”) FOR A TOTAL CASH CONSIDERATION OF RM525 MILLION (“PROPOSED ACQUISITION”);

AND

(B) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM614,455,933 NOMINAL VALUE OF 10-YEAR 8% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) AT 100% OF ITS NOMINAL VALUE ON THE BASIS OF ONE (1) RM1.00 NOMINAL VALUE OF ICULS FOR EVERY EIGHT (8) EXISTING ORDINARY SHARES OF RM1.00 EACH HELD IN BCORPORATION (“BCORPORATION SHARES”) (“PROPOSED RIGHTS ISSUE”)

1. INTRODUCTION

On behalf of the Board of Directors of BCorporation (“Board”), AmInvestment Bank Berhad (a member of the AmInvestment Bank Group) is pleased to announce that the Company had on 12 May 2010, entered into a conditional Sale and Purchase Agreement (“SPA”) with Tan Sri Dato’ Seri Vincent Tan Chee Yioun, a major shareholder of BCorporation (“TSVT” or “Vendor”) for the proposed acquisition by BCorporation of 70% equity interest in Ascot comprising 56,000,000 ordinary shares of RM1.00 each (“Sale Shares”) for a total cash consideration of RM525.0 million (“Proposed Acquisition”).

BCorporation is also proposing to undertake a renounceable rights issue of up to RM614,455,933 nominal value of ICULS on the basis of one (1) RM1.00 nominal value of ICULS for every eight (8) BCorporation Shares held on an entitlement date to be determined later (“Entitlement Date”)(“Proposed Rights Issue”).

(The Proposed Acquisition and the Proposed Rights Issue shall hereinafter collectively be referred to as “Proposals”)

The Proposed Rights Issue is not conditional upon the Proposed Acquisition and vice versa.

2. DETAILS OF THE PROPOSED ACQUISITION

2.1 Background Information On The Proposed Acquisition
The Proposed Acquisition entails the acquisition by BCorporation of the Sale Shares from the Vendor for a total cash consideration of RM525.0 million.

2.2 Background Information on Ascot
Ascot is a private limited company incorporated under the Companies Act, 1965 (“Act”) on 15 March 1984 under the name of Nautilus Development Sdn Bhd. It adopted its present name on 2 August 1988. As at 12 May 2010, the authorised share capital of Ascot is RM100,000,000, comprising of 100,000,000 ordinary shares of RM1.00 each (“Ascot Shares”) of which 80,000,000 Ascot Shares have been issued and fully paid-up.

Ascot is currently an investment holding company. Its subsidiary, Ascot Sports (IOM) Limited, a licensed bookmaker incorporated in the Isle of Man (United Kingdom), ceased its operations in 2008. Presently, Ascot is a dormant company.

Ascot is presently 70% owned by TSVT and the remaining 30% is owned by his son,
Dato’ Robin Tan Yeong Ching.
BERJAYA CORPORATION BERHAD
PROPOSALS

During the financial year ended (“FYE”) 31 December 2008, Ascot Group recorded a consolidated net liabilities and loss after tax of RM11.2 million and RM4.6 million respectively.

The Minister of Finance has given its approval for the re-issuance to Ascot of the licence to carryout sports betting operations upon certain terms and conditions.

Ascot proposes to commence its sports betting operation in the 2nd half of the year 2010 with its retail betting operations being housed at 220 selected Sports Toto outlets, subject to relevant approvals being obtained. In addition, Ascot also proposes to provide telephone betting services to customers who wish to register accounts with them.

The primary focus of Ascot will be on sports betting on soccer games in the initial stages with the aim of increasing their product service offering to other sports in the future subject to the terms and conditions of the licence.

2.3 Background Information on the Vendor
TSVT is the Chairman/Chief Executive Officer and a major shareholder of BCorporation.

2.4 Salient Terms of the SPA
The salient terms of the SPA includes, inter-alia the following:-

2.4.1 Acquisition of Sale Shares and Settlement of the Cash Consideration
BCorporation shall purchase the Sale Shares from TSVT free from all encumbrances and with all rights and benefits of whatsoever nature attaching thereto as from the completion date of the SPA (“Completion Date”).

The amount of the cash consideration shall be paid in the following manner:-
(a) RM400.0 million shall be paid within twelve (12) months from Completion Date or any such extension thereof; and
(b) the balance of RM125.0 million (“Deferred Amount”) shall be paid within seven (7) days from date of the Certification (as defined in Section 2.4.3 below).

The amount of Deferred Amount,if any, actually payable shall be less such Deferred Amount applied and/or paid pursuant to Section 2.4.3 below and any such application and/or payment of the Deferred Amount shall constitute as and be deemed full payment and discharge of all BCorporation’s obligations (or, as the case may be, to the extent of that amount of the Deferred Amount so applied or paid).

2.4.2 Conditions Precedent
The Proposed Acquisition is conditional on, amongst others, fulfilment or satisfaction of the following conditions:-

(a) The re-issuance of the licence pursuant to Section 5(1) of the Pool Betting Act, 1967 (revised 1983) or such other laws or legislation that regulate or govern the conduct and operation of the sports betting operations of Ascot by the Minister of Finance to Ascot and, if required,

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