Bonia Corporation Berhad agreed to spin off CRG Incorporated Sdn Bhd.
February 06, 2018
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The Board of Bonia Corporation Berhad (KLSE:BONIA) (Bonia) announced the spin-off of CRG Incorporated Sdn Bhd (CRG) on February 7, 2018. Bonia's entire shareholding in CRG is proposed to be distributed by way of dividend-in-specie on pro-rata distribution to shareholders of Bonia whose names appear on Bonia's record of depositors on an entitlement date to be determined later. Under the terms of the transaction finalized on March 15, 2018, Bonia will distribute via a dividend-in-specie, its entire shareholding in CRG on the basis of 1 share of CRG for every 1 ordinary share in Bonia. Upon completion of the dividend-in-specie, the entitled shareholders shall hold CRG shares directly. Other proposals include proposed conversion of CRG into a public company, proposed capitalization of part of the retained earnings of CRG into new ordinary shares in CRG and proposed subdivision of all the existing ordinary shares in CRG to be determined later. CRG will submit a listing application to Bursa Securities for its listing on the LEAP Market of Bursa Securities. The transaction is subject to approval of the shareholders of Bonia at an extraordinary general meeting to be convened, approval by Bursa Securities for the proposed listing and approval by Bonia's creditors/lenders.
As of March 15, 2018, the Board of Bonia approved the final terms of the transaction. As on April 10, 2018, the Board of Bonia having considered its intention to expedite the implementation of the proposals, revised the section related to inter-conditionality of the proposed demerger and proposed listing. On June 11, 2018, the Securities Commission Malaysia approved the application of CSS and his PACs for the Proposed Exemption. As of October 17, 2018, Bursa Securities approved the application for the admission of CRG to the Official List of Bursa Securities and the listing of and quotation for the entire issued share capital of CRG on the Consumer Products and Services sector and Personal Goods subsector of the LEAP Market of Bursa Securities. The transaction is expected to be completed in the third quarter of calendar year 2018. As of September 28, 2018, the deal is expected to complete by end of November 2018. The transaction will not have any material effect on the earnings and earnings per share of Bonia for financial year ending June 30, 2018. TA Securities Holdings Berhad acted as financial advisor to Bonia.
Carlo Rino Group Berhad is a Malaysia-based company, which is a local designer and retailer of trendy and fashionable womenâs fashion, focusing mainly on womenâs handbags, womenâs footwear and accessories. The Company's segments include Retailing and Investment and management services. The Retailing segment is engaged in designing, promoting, marketing, distributing and retailing of womenâs footwear, handbags and accessories. The Investment and management services segment includes investment holding and provision of management services. The Carlo Rino brand features young, fun, trendy, vibrant and chic womenâs fashion products to suit their lifestyle and fashion demands. It carries a range of womenâs handbags, footwear and accessories that are designed for all occasions, ranging from a simple day out to formal events. Its subsidiaries include CR Boutique Sdn. Bhd., CRF Marketing Sdn. Bhd., CRL Marketing Sdn. Bhd. and others.