122
U N I T E D M A L AYA N L A N D B H D ( 4 1 3 1 - M )
Notes to the Financial Statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
15.
I N V E S T M E N T S I N S U B S I D I A R Y C O M PA N I E S ( C O N T ’ D . )
On 12 February 2009, the Company had entered into a conditional subscription and joint venture agreement (“JVA”) with Tradewinds Johor Sdn Bhd (“TJSB”), to govern a joint venture company, Extreme Consolidated Sdn Bhd (“ECSB”). ECSB was a wholly-owned subsidiary of the Company with an issued and fully paid-up share capital of 2 ordinary shares of RM1.00 each. Pursuant to the JVA, the Company and TJSB will each subscribe for 49 new ordinary shares of RM1.00 in ECSB for a cash consideration of RM49.00 in order that the shareholding proportion in ECSB is 51:49 respectively. The JVA was completed upon the subscription for 49 new ordinary shares of RM1.00 each for a cash consideration of RM49.00 each by the Company and TJSB respectively in ECSB on 21 October 2009. +
On 20 January 2009, the Company had entered into a conditional share sale and purchase agreement (“SSA”) with Country Equity Sdn Bhd (“CESB”), a wholly-owned subsidiary of the Company, for the acquisition of 70,000,000 ordinary shares of RM1.00 each and 14,000,000 cumulative redeemable preference shares of RM1.00 each in Bangi Heights Development Sdn Bhd (“BHD”), representing 70% of the issued and paid-up share capital of BHD for a total cash consideration of RM82.86 million (“Shareholding Rationalisation”). Pursuant to the Shareholding Rationalisation, the Company would directly own 70% of the issued and paid-up share capital of BHD instead of through CESB and hence, would have obtained direct control in BHD. The Shareholding Rationalisation was completed on 1 April 2009 in accordance with the SSA. Acquisition of a subsidiary company in the financial year ended 31 December 2008 On 1 December 2008, UM Land Assets Sdn Bhd (“UMLA”), a wholly-owned subsidiary of the Company acquired 3,600,000 ordinary shares of RM1.00 each and 36,000 cumulative redeemable preference shares of RM1.00 each representing 60% of the entire issued and paid-up share capital of Ipjora Holdings Sdn Bhd (“Ipjora”) for a cash consideration of RM5,309,882. UMLA owned 40% equity interest in Ipjora prior to this acquisition. For the month of December 2008, the acquired subsidiary company contributed loss for the financial year of RM25,455 to the Group’s results. If the acquisition had occurred on 1 January 2008, the Group’s loss for the financial year ended 31 December 2008 would have been RM3,454,861. The assets and liabilities arising from the acquisition were as follows: Fair value recognised on acquisition RM’000
Acquiree’s carrying amount RM’000
Identifiable assets and liabilities Land held for property development Tax recoverable Trade and other receivables Cash and bank balances
5,400 2 14 66
4,800 2 14 66
Total assets
5,482
4,882
Other payables
(168)
(168)
Total liabilities
(168)
(168)
5,314
4,714
Identifiable net assets acquired Negative goodwill
(4)
Cost of acquisition
5,310