Wednesday 23 May 2012

MULTI-PURPOSE HOLDINGS BERHAD (“MPHB” OR THE “COMPANY”)

MPHB proposes to demerge the gaming and SPV Capital Businesses (as defined in Section 2 below) of the MPHB Group to create two separate and independent listed entities, namely the existing MPHB, which will hold the gaming business, and a special purpose vehicle which will hold substantially the financial services businesses and other investments of the MPHB Group (“SPV Capital”).

DETAILS OF THE PROPOSALS

The Proposed Demerger is expected to involve the following:

(i) an internal restructuring, whereby MPHB will dispose of substantially all its businesses and undertakings, including the assets and liabilities, which are involved in the SPV Capital Businesses to SPV Capital, a wholly-owned subsidiary of MPHB, for a total consideration to be satisfied through the issuance of new ordinary shares in SPV Capital (“SPV Capital Shares”) and/or cash to MPHB (“Proposed Internal
Restructuring”);

(ii) an offer for sale by MPHB of all its SPV Capital Shares, representing the entire equity interest in SPV Capital, to the entitled shareholders of MPHB at an offer price to be determined later (“Proposed Offer for Sale”); and

(iii) a listing of and quotation for the entire enlarged and paid-up share capital of SPV Capital on the Official List of the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Proposed Listing”).

The post-demerger MPHB Group (“New MPHB Group”) will substantially comprise subsidiaries involved in the operation and management of the licensed four digit numbers forecast betting games (“Gaming Business”) while SPV Capital and its proposed subsidiaries will be mainly involved in the operations of financial services and other investments (“SPV Capital Businesses”).

MPHB will remain listed on the Main Market of Bursa Securities. Pursuant to the Proposed Demerger, the Company intends to change its name to incorporate the word “Magnum” to better reflect the core business of the New MPHB Group, which is gaming.

The proposed structure for the Proposed Demerger is subject to finalisation and further details will be announced in due course.







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