KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
INTERIM REPORT ON CONSOLIDATED RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2005
I. UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS
Note
Revenue
Cost of sales
Gross profit
Operating expenses
On disposal of discontinuing
operations
Net unrealised exchange gain/(loss)
Profit from operations
Finance expense
Finance income
Investment income
Share of results of associates
Profit before taxation
Taxation
Profit after taxation
Minority interest
Net profit attributable
to shareholders
Fourth Quarter
Current
Preceding
Year
Year
31/12/2005 31/12/2004
RM'000
RM'000
8
8
18
Earnings per ordinary share (sen)
Basic
27
Diluted
27
Cumulative Quarter
Current
Preceding
Year
Year
31/12/2005 31/12/2004
RM'000
RM'000
573,601
(354,026)
219,575
(98,602)
730,662
(481,157)
249,505
(120,029)
2,132,274
(1,374,941)
757,333
(326,077)
2,515,607
(1,663,372)
852,235
(340,164)
(251)
21,799
142,521
(42,099)
5,980
278
378
107,058
(30,856)
76,202
(33,694)
(7,893)
121,583
(36,361)
10,290
400
1,044
96,956
18,938
115,894
(55,219)
4,243
(54,108)
381,391
(157,944)
30,198
1,601
859
256,105
(113,706)
142,399
(93,555)
9,546
(82,842)
438,775
(121,627)
30,312
1,350
2,900
351,710
(61,983)
289,727
(129,285)
42,508
60,675
48,844
160,442
4.24
4.20
6.06
6.01
4.87
4.83
16.01
15.90
The Condensed Consolidated Income Statements should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
1
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
II. CONDENSED CONSOLIDATED BALANCE SHEETS
Note
Property, plant and equipment
Land held for property development
Investment in associated companies
Concession asset
Other investments
Long-term trade receivables
Advances for plasma and KKPA projects
Deferred tax assets
Goodwill on consolidation
9
Current assets
Property development costs
Inventories
Trade and other receivables
Short-term investments
Deposits, bank balances and cash
Current liabilities
Trade and other payables
Borrowings
Taxation
Deferred income
Net Current Assets
Financed by:
Capital and Reserves
Share capital
Reserves
Minority interest
Long-term and deferred liabilities
Borrowings
Deferred income
Deferred tax liabilities
Retirement benefits
Net tangible assets per share (RM)
Unaudited
as at
31/12/2005
RM'000
Audited
as at
31/12/2004
RM'000
5,363,625
399,074
13,795
585,742
2,550
41,423
195,777
261,510
6,863,496
5,583,147
343,790
14,141
657,193
2,550
61,968
35,211
219,616
276,696
7,194,312
392,092
191,066
522,235
22,866
709,067
1,837,326
336,825
204,550
611,730
35,690
851,289
2,040,084
498,708
426,570
25,635
8,330
618,552
804,257
40,852
5,687
959,243
878,083
7,741,579
1,469,348
570,736
7,765,048
1,006,939
1,852,094
2,859,033
1,536,534
1,005,419
1,944,130
2,949,549
1,541,987
2,620,673
1,785
708,170
15,384
3,346,012
7,741,579
2,502,855
9,922
750,797
9,938
3,273,512
7,765,048
2.58
2.66
The Condensed Consolidated Balance Sheets should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
2
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
III. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2005
Share
Capital
RM'000
Twelve Months Ended
31 December 2004
At 1 January 2004
Issue of shares pursuant to the Second
Employees' Share Option Scheme
Foreign exchange differences
Transfers (from)/to reserves
Profit for the year
Dividend paid/payable
At 31 December 2004
Twelve Months Ended
31 December 2005
At 1 January 2005
Issue of shares pursuant to the Second
Employees' Share Option Scheme
Foreign exchange differences
Transfers (from)/to reserves
Profit for the year
Dividend paid/payable
At 31 December 2005
Share
Premium
RM'000
<----------------Non-distributable----------------->
Revaluation
Capital
Exchange
Reserve
Reserve
Reserve
RM'000
RM'000
RM'000
<-------Distributable---------->
Capital
Revenue
Reserve
Reserve
RM'000
RM'000
Total
RM'000
1,001,207
1,687
734,065
11,201
292,441
43,104
988,512
4,212
-
4,785
-
(18,510)
-
-
(219,965)
-
-
18,510
160,442
(72,142)
1,005,419
6,472
715,555
11,201
72,476
43,104
1,095,322
2,949,549
1,005,419
6,472
715,555
11,201
72,476
43,104
1,095,322
2,949,549
1,520
-
1,706
-
(16,298)
-
(77,357)
-
-
1,006,939
8,178
699,257
(4,881)
43,104
(445)
10,756
The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the audited financial statements
for the year ended 31 December 2004 and the accompanying explanatory notes attached to the interim financial statements.
3
16,743
48,844
(65,229)
1,095,680
3,072,217
8,997
(219,965)
160,442
(72,142)
3,226
(77,357)
48,844
(65,229)
2,859,033
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
IV. CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
Cumulative Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
Cash Flows from Operating Activities
Cash from operations
Interest paid
Tax paid
Tax refunded
Net cash from operating activities
Cash Flows from Investing Activities
Property development activities
Concession asset
Property, plant and equipment
- purchases
- disposals
Investments
- purchases
- disposals
Purchase of shares from minority shareholders
Proceeds from disposal of subsidiary companies
Dividend received from investments
Interest received
Interest paid
Net cash used in investing activities
Cash Flows from Financing Activities
Drawdown of borrowings
Repayment of borrowings
Payment to hire purchase and lease creditors
Dividends paid
Fixed deposits pledged
Proceeds from issuance of shares under the Second ESOS
Net cash (used in)/from financing activities
690,206
(77,850)
(176,453)
55,896
491,799
1,063,387
(82,570)
(134,825)
2,849
848,841
(10,881)
(56,205)
(5,868)
(460,020)
(147,492)
5,515
(241,262)
4,170
(16,334)
26,706
(3,047)
9,951
1,192
24,854
(49,610)
(215,351)
(25,252)
10,099
688
1,059
34,554
(43,691)
(725,523)
1,776,415
(2,014,484)
(1,000)
(153,096)
21,850
3,226
(367,089)
1,126,621
(476,851)
(1,890)
(223,778)
(800)
8,997
432,299
Net (decrease)/increase in cash and cash equivalents
(90,641)
555,617
Cash and cash equivalents at 1 January
795,426
252,921
Effects of Changes in Exchange Rates
(7,164)
Cash and cash equivalents at 31 December
697,621
(13,112)
795,426
The Condensed Consolidated Cash Flow Statements should be read in conjunction with
the audited financial statements for the year ended 31 December 2004 and the
accompanying explanatory notes attached to the interim financial statements.
4
KUMPULAN GUTHRIE BERHAD
(Company No.: 4001P)
(Incorporated in Malaysia)
PART A - EXPLANATORY NOTES PURSUANT TO MASB 26
1. Basis of Preparation
The interim financial statements have been prepared in accordance with MASB 26, "Interim Financial
Reporting" and paragraph 9.22 of the Listing Requirements of Bursa Malaysia Securities Berhad.
The accounting policies and methods of computation adopted by the Group for the interim financial
statements are consistent with those adopted in the annual financial statements for the year ended 31
December 2004.
2. Auditors'
Report
Preceding
Annual
Financial
Statements
The The
Profit
For
Prior
other
before
the
change
change
to
income
1financial
finance
January
January
in
inon
ofaccounting
accounting
cost,
RM96.839
year
2001,
2001,
depreciation
ended
the
dividends
policy
policy
million
difference
31 on
December
has
and
is
proposed
dividends
mainly
been
amortisation,
between
applied
2001,
comprises
after
has
thebeen
the
cost
exceptional
retrospectively
balance
Directors
of
of
applied
unrealised
acquisition
sheet
items
retrospectively
have
in is
the
date
forex
ofadopted
arrived
subsidiary
financial
were
gainafter
in
the
accrued
ofthe
statements.
companies
RM78.693
change
deduction
financial
as in
a
The auditors' report on the financial statements for the year ended 31 December 2004 was not qualified.
3. Comments
About
Seasonal
Cyclicalhave
Factors
The valuation
of land
and or
buildings
been brought forward, without amendment from the
The businesses of the Group is affected by the seasonal production of fresh fruit bunches.
4. Material Items that Affect the Financial Statements
There were no material items that affect the financial statements for the year ended 31 December 2005
other than the disposal of the Group's entire shareholdings in Guthrie Medicare Products (NS) Sdn. Bhd.,
a wholly-owned subsidiary involved in the manufacturing of rubber gloves and Healthline Products Ltd.,
a wholly-owned subsidiary in the United Kingdom involved in the trading of healthcare products. The
disposals resulted in a gain of RM4.24 million which is recognised in the income statement as a gain on
disposal of discontinuing operations.
5. Changes in Accounting Estimates
There were no changes in estimates of amounts reported in prior interim periods of the current financial
period or in prior financial years that have a material effect in the current quarter.
5
6. Debt and Equity Securities
There were no issuance and repayment of debt and equity securities, share buy-backs, share cancellations
or shares held as treasury shares and resale of treasury shares for the year ended 31 December 2005,
except for the following:
(a) Equity Securities
During the year, the Company issued 1,520,000 new ordinary shares of RM1 each pursuant to the
Second Employees' Share Option Scheme ("Second ESOS") at option prices between RM1.94 and
RM2.41 per share. The total cash proceeds arising from the exercise of options under the Second
ESOS amounted to RM3,226,698. The issued and paid-up share capital of the Company was
increased from 1,005,419,300 ordinary shares of RM1 each to 1,006,939,300 ordinary shares of
RM1 each. Share premium arising from the issue amounted to RM1,706,698.
(b) Debt Securities
On 15 December 2005, the Company issued RM150 million nominal value of Underwritten
Murabahah Commercial Papers (CP) at a discount with maturity period of six months and at a profit
rate of 3.80% per annum. The initial utilisation of the issuance’s proceeds is to part finance the
repayment of the Short-Term Loan Facility of the Company and to finance its general working
capital requirement.
7. Dividend Paid
An interim
(2004:
5 sen
per financial
share, less
tax)
amounting
to RM28.99
A finaldividend
dividend of
of 45 sen
sen per
per share, less tax in
respect
of the
year
ended
31 December
2002
million (2004: RM36.07 million) was declared on 29 August 2005 and was paid on 13 October 2005.
8. Segment Information
Segment information is presented in respect of the Group's business segments.
Fourth
Quarter
The valuation of land and buildings have been
brought
forward, withoutCumulative
amendmentQuarter
from the
Current
Preceding
Current
Preceding
Year
Year
Year
Year
31/12/2005
31/12/2004
31/12/2005
31/12/2004
RM'000
RM'000
RM'000 net profit
RM'000
The purchase of the additional shares has no
significant impact
on the consolidated
for the
Revenue:
Plantation
- Malaysia
141,605
176,316
690,277
723,711
- Indonesia
261,304
195,861
852,250
823,587
402,909
372,177
1,542,527
1,547,298
Agricultural services
6,358
4,933
21,476
22,143
Property development
131,887
266,284
395,132
563,550
Manufacturing
22,435
30,620
106,502
121,886
General trading
43,727
39,572
227,199
Investment and others
10,012
12,921
27,065
33,531
573,601
730,662
2,132,274
2,515,607
6
Fourth Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
Profit from Operations:
Plantation Malaysia
Plantation Indonesia
Agricultural services
Property development
Manufacturing
General trading
Investment and others
Unrealised exchange gain/(loss)
12,933
50,665
63,598
3,132
73,454
(1,329)
(647)
(17,486)
120,722
21,799
142,521
Cumulative Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
42,975
(17,690)
25,285
3,009
123,488
(1,177)
436
(21,565)
129,476
(7,893)
121,583
141,028
145,982
287,010
15,286
168,542
(11,914)
(3,310)
(20,115)
435,499
(54,108)
381,391
192,999
145,624
338,623
14,098
173,196
(8,992)
4,030
662
521,617
(82,842)
438,775
9. Carrying Amount of Revalued Assets
The valuation of property, plant and equipment in the financial statements have been brought forward
without amendment from the financial statements for the year ended 31 December 2004.
10. Material Events Subsequent to the End of the Financial Period
There were no material events subsequent to the end of the current quarter.
11. Changes in the Composition of the Group
On 6 July 2005, the Group completed the disposal of all the issued and outstanding shares in Guthrie
Medicare Products (NS) Sdn. Bhd. and Healthline Products Limited (HPL), two wholly-owned
subsidiary companies involved in the manufacturing of rubber gloves and trading in healthcare products
respectively.
Consequent upon the sale of the entire shareholdings of HPL, the following companies, which are whollyowned subsidiaries of HPL, have also ceased to be subsidiaries of the Company:
a) Guthrie Medizinische Produkte Gmbh;
b) Guthrie SARL; and
c) Guthrie Medicare Products Limited
7
On 6 September 2005, the following dormant subsidiaries of the Group were dissolved by the Registrar
of the Companies House of United Kingdom:
a) GADSA Limited;
b) Guthrie Estates Limited; and
c) Guthrie Agricultural Development for Africa Limited.
Other than the above, there were no changes in the composition of the Group.
12. Changes in Contingent Assets and Contingent Liabilities
The valuation of land and buildings have been brought forward, without amendment from the
As at the date of this announcement, there were no material changes in contingent assets and contingent
liabilities since the last annual balance sheet date, as at 31 December 2004.
The valuation of land and buildings have been brought forward, without amendment from the
13. Capital Commitments
Capital commitments not provided for in the financial statements are as follows:
RM'000
Property, plant and equipment:
Approved and contracted for
Approved but not contracted for
Concession asset
10,119
298,687
30,444
339,250
PART B - EXPLANATORY NOTES PURSUANT TO APPENDIX 9B OF THE LISTING
REQUIREMENTS
BURSA
MALAYSIA
SECURITIES
BERHAD
The During
Write
interim
value
valuation
of
down
financial
the
property,
ofOF
nine
ofland
inventories
report
months
plant
andshould
and
buildings
period,
toequiment
be
netread
there
realisable
have
in
were
been
the
conjunction
financial
value
write
brought
of
down
with
statements
RM1.45
forward,
the
of assets
audited
million
without
is aamounting
financial
brought
attributable
amendment
forward
statements
to toof closure
balance,
RM8.827
from
of the
of
14. Review of Performance
The Group recorded a pre-tax profit of RM256.1 million for the year ended 31 December 2005, a drop of
RM95.6 million or 27.2% as compared to that of the previous year of RM351.7 million. Whilst the
performance of Plantation Indonesia and property development has sustained, the performance of the
Group for the year was affected to a large extent by lower contributions from Plantation Malaysia and
higher finance expense.
Contributions from Plantation Malaysia declined by RM52 million or 26.9% mainly due to lower
realised palm oil price by 13.7%, at RM1,377 per tonne as compared to RM1,595 per tonne in 2004.
Production of fresh fruit bunches (ffb) increased by 6.5% to 1,521,735 metric tonnes. FFB yield per
mature hectare however, dropped to 17.3 tonnes from 17.7 tonnes in 2004 largely attributable to a high
proportion of recently matured palms (31%).
Contributions from Plantation Indonesia sustained at RM145 million attributable to higher production of
ffb in spite of the lower realised price for palm oil by 13.4%, at RM1,276 per tonne against RM1,473 per
tonne in 2004. Production of ffb for Plantation Indonesia increased by 17.3%, at 2,436,829 metric tonnes
as compared to that for 2004. Plantation Indonesia recorded an ffb yield of 15.8 tonnes, an increase of
18% from the 13.4 tonnes recorded in 2004.
8
The property development operations contributed a pre-tax profit of RM168.5 million, a marginal
decrease by 2.7% as compared to that for 2004 on account of lower progress billings.
The performance of the Group was also affected by a net unrealised exchange loss of RM54.1 million,
and the higher interest cost by RM36.3 million arising from increasing US Dollar LIBOR rates.
15. Comment on Material Changes in Profit before Taxation for the Current Quarter as Compared
with the Immediate Preceding Quarter
For the financial quarter ended 31 December 2005, the Group registered a pre-tax profit of RM107.1
million, as compared to RM44.9 million for the immediate preceding quarter ended 30 September 2005.
The
higher
recorded
for thetocurrent
quarter
RM62.2 million
was mainly
to higher
In view
of profit
the Group's
intention
dispose
thesebyinvestments,
the results
of the due
associated
contributions from Plantation Indonesia by RM19.6 million, on account of higher production of fresh
fruit bunches (ffb), and from property development by RM50.1 million, attributable to increased billings.
Plantation Malaysia registered lower contributions by RM34.8 million as a result of lower poduction of
ffb. The performance for the quarter was further boosted by an unrealised exchange gain of RM21.8
million on the strengthening of Rupiah at year end.
16. Current Year Prospects
The performance of the Group for 2006 is expected to be better than that of 2005 in view of the projected
higher production of fresh fruit bunches and the expected higher palm oil prices. Earnings from property
development is also expected to be sustained.
In conjunction
Additional
provision
with closure
for assets
of operation,
write off of
the
RM1.654
provisionwas
for also
writemade
down during
of plantthe
and
period
machinery
in respect
and
17. Profit
or with
Profit
Guarantee
In Forecast
Additional
conjunction
provision
closure
for
assets
write
off Group
of
the
RM1.654
was
forbut,
also
write
made
down
during
of plant
the
and
period
machinery
in
"Currently
Barring
unforeseen
prices
of circumstances,
palm
oil of
areoperation,
expected
the
toprovision
fluctuate
is expected
to
the
perform
Group's
satisfactorily
average
realised
forrespect
theand
price
year
Not applicable as no profit forecast was published.
There was no sale of unquoted investments and/ or properties outside the ordinary course
9
18. Taxation
Taxation comprises the following:
Fourth Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
Malaysian taxation:
Group Companies
Current period provision
(Over)/Under provision in
prior years
Deferred tax liabilities
Deferred tax assets
Share of taxation of associates
Overseas taxation:
Group Companies
Current period provision
(Over)/Under provision in
prior years
Deferred tax liabilities
Deferred tax assets
TOTAL
Cumulative Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
11,653
26,508
66,758
69,983
(13,067)
3,286
3,752
5,624
5,624
7,183
6,286
(39,055)
922
922
(16,969)
8,337
7,540
65,666
(16)
65,650
7,164
11,798
(38,081)
50,864
(7)
50,857
19,967
(1,082)
52,844
31,430
(2,431)
(3,762)
11,458
25,232
29
(5,858)
(12,949)
(19,860)
(1,778)
(15,554)
12,544
48,056
335
(16,777)
(3,862)
11,126
30,856
(18,938)
113,706
61,983
The effective tax rate of the Group is higher than the statutory tax rate applicable in Malaysia due to
certain expenses being non-allowable for income tax purposes and losses of certain subsidiary companies
not available for relief against Group profit.
19. Sale of Unquoted Investments and Properties
There were no sale of unquoted investments and/or properties outside the ordinary course of business of
the Group for the financial year ended 31 December 2005.
10
20. Quoted Securities
Capital commitments not provided for in the financial statements as at 30 September 2002
(a)
Total purchases and sales of quoted securities are as follows:
Fourth Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
Purchase consideration
Sale proceeds
Gain on disposals
(b)
2,124
1,754
(139)
3,454
3,230
127
Cumulative Quarter
Current
Preceding
Year
Year
31/12/2005
31/12/2004
RM'000
RM'000
5,869
6,755
206
9,603
5,324
863
Investments in quoted securities, other than securities in existing subsidiaries, as at 31 December
2005 are as follows:
At Cost
RM'000
Investments in quoted securities in Malaysia
21,433
At Book
Value
RM'000
12,699
At Market
Value
RM'000
13,963
The
segment
information
for
the
financial
period
ended
30
June
2002
are
as
follows:
Total
purchases
sales
of
quoted
securities
are
as
follows:
The
As
There
The
Based
There
The
at
view
results
general
Group
valua
operations
the
were
are
were
is
on
of
date
adate
no
an
of
no
plan
registered
the
trading
no
property,
the
dividend
approval
of
changes
of
this
issuance
Group's
to
Group
the
clear
announcement,
segment,
paid
aletter
plant
Group
in
for
profit
approximately
intention
the
and
during
the
(Surat
and
composition
are
particularly
before
repayment
period
equiment
the
not
Izin
to
the
period
affected
under
dispose
Peruntukan
1,500
contingent
of
in
of
reported.
the
review
the
overseas
debt
of
hectares
by
these
Group
financial
RM493.255
any
liabilities
Penggunaan
and
is
or
attributable
investments,
for
seasonal
operations,
of
equity
statements
land
ofexpected
million
financial
the
securities,
for
Tanah)
or
Group
largely
the
were
cyclical
the
for
is
period
next
a
the
dated
results
are
adversely
to
brought
share
factors,
the
period
3
as
ended
21
years,
follows:
gain
of
buy-backs,
September
forward
ended
affected
the
30
other
ofstarting
June
RM422.333
associated
than
balance,
30
by
2002.
share
1999
from
June
the
The
IIn
As
Not
The
There
During
Subsequent
n addition,
the
On
The
Highlands
at
Investments
applicable
results
Group's
Group
the
opinion
was
20
were
proposed
the
November
no
the
of
registered
nine
registered
to
performance
&
no
the
of
as
sale
results
Lowlands
30
in
months
this
the
no
issuance
sale
Group
quoted
September
ofand
profit
Directors,
announcement,
2002,
a
unquoted
of
a
of
profit
the
turnover
ended
Berhad,
for
securities,
forecast
shares,
for
and
Group
Kumpulan
the
before
2002
the
other
30
investments
repayment
period
and
awas
iftaxation
year
for
September
subsidiary
and
other
taxation
completed,
there
than
the
profit
published.
Guthrie
under
to
2002
current
than
stated
are
the
before
and/
of
of
no
is
2002,
securities
date
review
RM505.603
Berhad
debt
is
Kumpulan
above,
period
expected
or
changes
taxation
not
of
properties
the
securities,
is
this
announced
as
no
in
attributable
issued
report,
in
compared
existing
to
Guthrie
million
item,
for
contingent
be
outside
the
and
share
transaction
to
408,000
better
for
subsidiaries
third
Berhad,
that
largely
paid-up
make
to
the
the
the
assets
buy-backs,
quarter
its
than
period
ordinary
options
any
same
announced
to
wholly-owned
capital
or
that
the
or
and
event
significant
ended
period
liabilities
granted
gain
course
of
of
share
of
the
2001,
30
on
of
a
The
A
The
Duly
depositor
Malaysian
Shares
segment
completed
shall
transferred
deposited
bought
information
Central
transfers
qualify
on
into
Depository
the
into
for
for
received
Kuala
entitlement
the
the
Depositor's
financial
Lumpur
Sdn.
by
the
only
Bhd.
period
Company's
Stock
Securities
in
Securities
will
respect
ended
Exchange
not
be
Account
Share
of:
Account
30
accepting
June
on
Registrar,
before
aabefore
2002
cum
any
are
12:30
entitlement
12:30
Malaysian
request
as
follows:
p.m.
p.m.
for
on
basis
Share
on
deposit
35other
October
according
Registration
of
shares
2000
to
in
21. A
Status
of
Corporate
Proposals
Duly
The
For
A
If
Duly
The
The
During
depositor
approved
final
depositor
Malaysian
Shares
On
As
the
completed
Annual
Malaysian
Shares
operations
completed
dividend
at
the
24
third
24
the
shall
October
General
by
shall
bought
transferred
period,
deposited
bought
October
quarter
date
Central
members
Central
transfers
of
qualify
of
transfers
qualify
6of
the
on
sen
on
there
2001,
Meeting
this
ended
Depository
the
into
2001,
Depository
for
Group
the
into
for
per
received
at
announcement,
received
entitlement
was
Kuala
athe
the
Kuala
entitlement
the
share,
the
the
30
wholly-owned
ofare
aDepositor's
Depositor's
Depositor's
the
forthcoming
a
Depositor's
Depositor's
September
Depositor's
Lumpur
Sdn
wholly-owned
Lumpur
by
write
Sdn.
not
less
Company
bythe
only
Berhad
affected
the
only
tax,
Berhad
down
Company's
Stock
the
Stock
in
Company's
Securities
subsidiary
Securities
in
was
Annual
Securities
2001,
Securities
respect
will
transaction
will
respect
ofby
Exchange
will
declared
Exchange
subsidiary
be
inventories
not
there
any
General
not
held
Share
of:
Account
be
of:
Account
of
Account
Share
seasonal
be
Account
accepting
is
on
the
has
on
on
accepting
on
a
Registrar,
Thursday,
Wednesday,
Meeting
26
of
Company,
a
of
been
net
Registrar,
before
before
cum
before
February
before
cum
the
RM1.45
before
or
pre-acquisition
any
completed
cyclical
entitlement
of
any
12.30
entitlement
Company,
Malaysian
12:30
27
12:30
request
12.30
the
12.30
Haron
Malaysian
27
request
2002
million
June
Company
p.m.
June
factors,
p.m.
p.m.
p.m.
and
p.m.
and
Estate
2002.
for
basis
on
Share
due
basis
loss
for
Haron
2001.
on
on
deposit
the
Share
subject
on
on
2
4
deposit
26
to
28
October
to
according
of
Development
financial
2according
4Registration
be
June
closure
RM59.400
July
Estate
of
Registration
than
to
held
shares
of
approval
2002
2001
shares
effects
the
on
to
of
tothe
27
in
There were no outstanding corporate proposals at the date of this report.
22. Group Borrowings and Debt Securities
During the third quarter of the year, provision for warranties of RM3.1 million were reversed as a
The Group's borrowings as at 31 December 2005 are as follows:
RM'000
Short-term borrowings
Short-term borrowings denominated in Ringgit Malaysia
- Unsecured
Short-term borrowings denominated in foreign currencies
- Secured
Current portion of long-term loans denominated in Ringgit Malaysia
- Unsecured
Current portion of long-term loans denominated in foreign currencies:
- Secured
Total short-term borrowings
306,676
10,901
16,125
92,868
426,570
11
RM'000
Long-term borrowings
- Secured (denominated in foreign currencies)
- Unsecured (denominated in Ringgit Malaysia)
- Unsecured (denominated in foreign currencies)
497,607
702,875
1,435,640
2,636,122
Borrowings denominated in foreign currencies, in Ringgit Malaysia
equivalent, are as follows:
US Dollar
Indonesian Rupiah
1,989,674
47,342
2,037,016
23. Off Balance Sheet Financial Instruments
(a) Interest Rate Option Contracts
As at 20 February 2006, the Group has entered into the following interest rate swap ("IRS") agreements:
Underlying Loan
Derivative
Product
Notional
Amount
Effective
Period
Purpose
Weighted
Average Rate
Per Annum
USD Term Loan
IRS
USD290
million
28/02/06 to
29/08/12
To convert
floating rate
liabilities into
fixed rate
liabilities
4.8% - 5.0%
for the entire
tenor of the
liability
Ringgit 5-7 Year
Islamic Bond
IRS
RM250
million
19/03/04 to
18/03/11
To convert
fixed rate
liabilities
into floating
rate liabilities
4.34% 5.76%
Any differential to be paid or received on the interest rate swap agreements is recognised as a component
of interest expense over the period of the contracts. Gains or losses on early termination of interest rate
swap contracts or on repayment of the borrowings are taken to the income statement.
There is minimal credit risk as the interest rate swaps were entered into with creditworthy financial
institutions.
(b) Foreign Currency Contracts
As at 20 February 2006, the Group has not entered into any forward sale of foreign currency.
The foreign currency contracts are entered into to hedge the Group's purchases and sales in foreign
The related accounting policies for the off balance sheet financial instruments are as disclosed in the
financial statements for the year ended 31 December 2004.
12
24. Changes
There is in
noMaterial
unusual Litigation
item which has a material impact on any asset, liability, equity, net income
As at the date of this announcement, the
there
contingent
are no changes
liabilities
in of
contingent
the Groupassets
are asorfollows:
liabilities since the
As at the date of this announcement, other than as disclosed below, there have been no changes to the
status of the material litigations as disclosed in the financial statements for the year ended 31 December
2004:
(a)
Breach
of
terms
pursuant
to
afiled
lease
The
The
There
Duly
There
In
A
following
Board
completed
legal
1994,
is
1994,
is
is
is
is
has
suit
is
suit
pending
unusual
pending
pending
apending
a
material
pending
pending
pending
pending
legal
was
declared
legal
was
transfers
filed
filed
suit
legal
item
legal
legal
suit
litigations
legal
legal
legal
on
an
in
against
was
against
received
inwas
action
which
action
1998
action
3interim
action
1998
action
action
May
filed
action
action
are
aagainst
has
a
against
against
2001
subsidiary
against
against
dividend
by
subsidiary
against
arising
against
against
aagreement
against
the
material
against
the
aagainst
acertain
aCompany's
subsidiary
the
subsidiary
the
from
the
of
subsidiary
Company
the
the
company
XX
the
Company
Company
the
Company
impact
the
Company
subsidiary
Company
Company
sen
Company
Group's
company
company
Share
for
in
per
company
on
claiming
1998
for
afor
to
share
any
breach
for
companies
for
to
Registrar,
alleged
recover
acquisitions
for
aCompany,
claiming
for
alleged
for
recover
asset,
an
breach
an
for
damages
(2002:
of
an
specific
alleged
amount
specific
infringement
a
early
liability,
Malaysian
amount
United
damages
claiming
infringement
3
of
early
of
sen),
for
a
performance
possession
breach
plantation
performance
of
United
alleged
Kingdom
possession
equity,
less
approximately
of
damages
for
Share
ofofapproximately
losses
tax
aof
Kingdom
contract
encroachment
net
United
companies
by
registered
aRegistration
absorbing
of
of
United
income
for
the
by
aallegedly
aSale
losses
by
the
the
a
No
In
dividend
1998,
is
two
declared
legal
for
suits
the
were
quarter
filed
ended
30
September
certain
subsidiary
2003.
An
interim
for
damages/losses
tax
exempt
dividend
suffered
offiled
3in
On
1 no
October
2001,
the
Company
and
acompany
director
of
the
as
the
plaintiffs,
had
There is a pending legal action against a sub-tenant of building premises for outstanding rental. On
27 May 2005, a winding-up order was obtained against the sub-tenant by a third party. Since the subtenant had been wound-up, the Company will proceed to file a Proof of Debt for its claim on the
outstanding rental and damages caused to the building premises.
(b) Breach of contract
There is an outstanding legal suit against the Company and six subsidiary companies in Indonesia
for an alleged breach of contract. On 28 October 2004, the District Court of South Jakarta rejected
the plaintiff's claim in its entirety and decided in favour of the Company and the six Indonesian
subsidiary companies. On 20 January 2005, the plaintiff filed an appeal against the decision of the
District Court. On 25 May 2005, the Court of Appeal of Jakarta rejected the appeal by the plaintiff
and affirmed the decision of the District Court of South Jakarta. On 25 November 2005, the plaintiff
filed a Notice of Appeal to the Supreme Court of Jakarta against the decision of the Court of Appeal.
The Company is opposing the appeal and seeks to uphold the decision of the Court of Appeal.
25. Dividends
The
The
Duly
There
In
following
Board
completed
legal
1994,
isis
has
suit
is
suit
pending
pending
amaterial
pending
pending
was
declared
legal
was
transfers
filed
filed
legal
legal
suit
litigations
legal
on
an
in
against
against
received
in
action
was
action
1998
3interim
1998
May
action
action
filed
are
aagainst
a
against
against
2001
subsidiary
dividend
by
subsidiary
arising
against
against
against
the
against
the
aacertain
Company's
subsidiary
subsidiary
from
of
Company
the
the
company
XX
the
the
the
Company
subsidiary
Company
sen
Company
Group's
company
company
Share
for
in
per
claiming
1998
athe
share
breach
for
companies
Registrar,
acquisitions
for
claiming
for
alleged
for
recover
an
damages
(2002:
of
an
specific
alleged
a
amount
United
damages
claiming
infringement
3early
of
sen),
for
performance
breach
plantation
Kingdom
possession
of
damages
for
Share
of
approximately
losses
tax
of
contract
encroachment
companies
registered
aRegistration
absorbing
of2003
United
for
by
aallegedly
Sale
losses
by
the
the
a
DulyA
Shares
completed
deposited
bought
transferred
transfers
on
into
the
into
the
Kuala
received
the
Depositors'
Depositors'
Lumpur
by
the
Securities
Stock
Company's
Securities
Exchange
Account
Account
Share
on
before
ato
cum
before
12.30
entitlement
4 Malaysian
p.m.
on
onalleged
basis
8less
10
October
Share
October
according
2003
to
in
On
1 October
2001,
the
Company
and
acompany
director
of
Company,
as
the
plaintiffs,
had
filed
(a) A final dividend of 6 sen per share, less 28% tax, has been recommended and is proposed to be paid
on 14 July 2006 (2004: 5 sen per share, less 28% tax).
(b) An interim dividend of 4 sen per share, less 28% tax, was paid on 13 October 2005 (2004: 5 sen per
share, less 28% tax).
(c) The annual gross dividend per share is 10 sen (2004: 10 sen).
(d) The total annual dividend net of tax is RM72,495,00 (2004: RM 72,267,000).
13
26. Notice of Dividend Entitlement
If approved by members at the forthcoming Annual General Meeting of the Company to be held on 22
June 2006, the final dividend of 6 sen per share, less 28% tax, in respect of the financial year ended 31
December 2005 will be payable on 14 July 2006 to shareholders (who are exempted from mandatory
deposit) and depositors registered in the Register of Members and Record of Depositors respectively at
the close of business on 28 June 2006.
A depositor shall qualify for dividend entitlement only in respect of:
(a) Shares deposited into the Depositor's Securities Account before 12.30 p.m. on 26 June 2006 in
respect of shares which are exempted from mandatory deposit; and
(b) Shares transferred into the Depositors' Securities Account before 4.00 p.m. on 28 June 2006 in
respect of transfers; and
(c) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the
Rules of the Bursa Malaysia Securities Berhad.
27. Earnings per Share
The
Duly
depositor
Malaysian
Shares
Total
completed
purchases
shall
transferred
deposited
bought
Central
transfers
qualify
on
and
Depository
the
into
for
sales
received
the
Kuala
entitlement
the
Depositor's
of
Depositor's
Lumpur
quoted
Sdn.
by
the
only
Bhd.
securities
Company's
Stock
Securities
in
Securities
will
respect
Exchange
not
are
be
Account
Share
of:
Account
as
accepting
follows:
on
Registrar,
abefore
cum
any
12:30
entitlement
12:30
Malaysian
request
p.m.
p.m.
for
on
basis
Share
on
deposit
35proposed
October
according
Registration
shares
2000
tothe
in
AA
Not
The
If
There
depositor
approved
applicable.
Investments
A
An
The
Shares
effective
Annual
final
special
was
interim
annual
total
dividend
shall
by
General
bought
transferred
no
deposited
annual
tax
tax
members
dividend
gross
profit
qualify
in
rate
exempt
quoted
on
of
Meeting
dividend
of
dividend
and/or
6into
into
the
for
into
of
sen
the
at
dividend
securities,
entitlement
2Kuala
the
the
Group,
the
sen
per
of
loss
net
per
Depositor's
forthcoming
the
Depositor's
share,
per
Lumpur
of
relating
share
of
Company
excluding
tax
share,
other
only
sen
less
is
is
Stock
RM57,617,000
per
in
than
to
8Securities
less
tax,
Annual
Securities
sen
respect
will
gain
the
share
Exchange
securities
has
tax
be
(2000
sale
on
General
was
been
held
has
of:
exceptional
Account
Account
-of
paid
11
(2000
been
on
recommended
in
on
unquoted
sen).
Wednesday,
existing
Meeting
on
abefore
recommended
before
-cum
before
RM87,626,000).
2 items,
November
subsidiaries
entitlement
of
investments
12:30
12:30
the
and
is
27higher
Company
June
p.m.
is
p.m.
2001
and
proposed
basis
and
2001.
than
on
is
and/or
on
(2000
associated
26
to
28
according
the
be
June
to
properties
-of
statutory
tax
held
be
to
2001
paid
exempt
on
to
be
on
27
in
Fourth Quarter
Cumulative Quarter
Current
Current
Preceding
The basic earnings per share have been
calculatedPreceding
based on profit
attributable to
ordinary
Year
Year
Year
Year
31/12/2005
31/12/2004
31/12/2005
31/12/2004
(a) Basic
Profit attributable to
shareholders (RM'000)
42,508
60,675
48,844
160,442
Weighted average number of
ordinary shares in issue ('000)
1,003,227
1,002,056
1,003,227
1,002,056
Basic earnings per share (sen)
4.24
6.06
4.87
16.01
The basic earnings per share have been calculated based on profit attributable to ordinary
(b) Diluted
Profit attributable to
shareholders (RM'000)
Weighted average number of
ordinary shares in issue ('000)
Adjustment for share options ('000)
Weighted average number of
ordinary shares for diluted
earnings per share ('000)
42,508
60,675
48,844
160,442
1,003,227
8,849
1,002,056
6,832
1,003,227
8,849
1,002,056
6,832
1,012,076
1,008,888
1,012,076
1,008,888
4.20
6.01
4.83
15.90
Diluted earnings per share (sen)
14
28. Authorised for Issue
The interim financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 27 February 2006.
The
Duly
depositor
Malaysian
Shares
completed
shall
transferred
deposited
bought
Central
transfers
qualify
on
into
Depository
the
into
for
received
the
Kuala
entitlement
the
Depositor's
Depositor's
Lumpur
Sdn.
by
only
Bhd.
Company's
Stock
Securities
in
Securities
will
respect
Exchange
not
be
Account
Share
of:
Account
accepting
on
Registrar,
before
abefore
before
cum
any
12:30
entitlement
12:30
Malaysian
request
p.m.
p.m.
for
on
basis
Share
on
deposit
35
5deposit
October
according
Registration
of
shares
2000
tothe
in
The
AA
Duly
The
A
If
depositor
approved
depositor
interim
Shares
Annual
Malaysian
completed
shall
shall
financial
by
transferred
bought
General
deposited
transferred
deposited
members
Central
qualify
transfers
qualify
on
Meeting
reports
into
the
into
for
into
Depository
into
for
at
received
entitlement
Kuala
the
entitlement
the
the
the
of
has
Depositor's
Depositor's
forthcoming
the
Depositor's
Lumpur
been
Sdn.
Company
bythe
only
only
the
prepared
Bhd.
Stock
Securities
in
Company's
Securities
in
Annual
Securities
respect
will
respect
will
Exchange
be
not
inGeneral
held
of:
Account
accordance
of:
Account
Account
be
Account
Share
on
accepting
on
Wednesday,
Meeting
aRegistrar,
before
before
cum
before
with
any
entitlement
of
12.30
12.30
12:30
12:30
MASB
the
Malaysian
request
27Company
p.m.
p.m.
June
p.m.
p.m.
26
basis
on
on
for
2001.
on
on
Interim
Share
3
26
to
28
October
according
be
June
Registration
Financial
held
of
2001
shares
on
to
27
in
27 February 2006
Kuala Lumpur
By Order of the Board
Moriami Mohd
Company Secretary
******************************
The
There
This
In May
The
preceding
isnet
carrying
is
not
2002,
no
increase
applicable
material
audited
the
value
Group
during
changes
to
on
annual
the
land
had
the
Group.
financial
completed
in
period
held
estimates
forisstatements
development
mainly
theindisposal
respect
duewere
tois
ofexchange
not
based
aamounts
piece
subject
on
ofadjustment
reported
the
land
to any
valuation
known
qualification.
in on
prior
asinvestment
incorporated
Haron
interimEstate
periods
in in
Salim
for
the
of
a
15