PANTAI HOLDINGS BERHAD Announcements Bursa Malaysia

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PANTAI HOLDINGS BERHAD (“PHB”)
(Company No: 11832-K)

NOTES TO THE INTERIM FINANCIAL REPORT

1. Basis of preparation
   The interim financial report is unaudited and has been prepared in compliance with MASB
   26, Interim Financial Reporting and Chapter 9 part K of the Bursa Malaysia Securities
   Listing Requirements (“Bursa Securities LR”) of the Kuala Lumpur Stock Exchange.

    The interim financial report should be read in conjunction with the annual audited financial
    statements of the Group for the yearyear ended 30 June 20024.

    The accounting policies and methods of computation adopted by the Group in this interim
    financial report are consistent with those adopted in the financial statements for the yearyear
    ended 30 June 20042, except for the amortisation of goodwill.


    During the current financial yearperiod, the Group has revised and standardised the                Formatted: Not Highlight
    amortisation rate of its goodwill to 25 years to more realistically reflect the estimated useful
    lives of the goodwill. The effect on the financial statements of this change in estimate is to
    decrease current amortisation charge and correspondingly increase profit before taxation for
    the current yearperiod by approximately RM4.63.5 million.                                          Formatted: Not Highlight
                                                                                                       Formatted: Font: (Default) Arial, 11 pt
                                                                                                       Formatted: Font: 11 pt

2. Audit Report of the pPreceding aAnnual Ffinancial Sstatements
   The auditors’ report of the preceding annual financial statements for year ended 30 June
   2004 was not subject to any qualification.was subject to qualification.


    In the Auditors’ Report, the auditors have expressed an opinion that the Group’s carrying
    value of the investment in an associated company is impaired.

    The Board of Directors of PHB is of the opinion that there is no impairment in the carrying
    value of the investment as it is supported by its recoverable amounts.


3. Seasonal or cyclical factors
   As the Group’s activities are predominantly in the health care industry, which is wholly
   carried out in Malaysia, the exposure to seasonal and cyclical factors is minimal or of no
   influence at all.



4. Unusual items affecting assets, liabilities, equity, net income or cash flows
   In accordance to the Group’s accounting policy on impairment of assets, where an indication
   of impairment exists, the carrying amount of assets is assessed and written down
   immediately to its recoverable amount. Following the demutualization of Bursa Malaysia
   Securities Berhad (formerly known as Malaysia Securities Exchange Berhad) (“Bursa
   Securities”), the Directors are of the opinion that the carrying amount of the investments in
   an associated company has been impaired. The impairment of the investments in an
                                                                                                       Formatted: Font: (Default) Arial, 11 pt
5
    associated company has resulted in the Group’s retained profits to decrease by
    approximately RM88.7 million.There were no unusual items affecting the Group for the
    financial period ended 31 December 2004.



5. Changes in estimates
   There were no material changes in estimates for the financial periodyearperiodyear ended
   31 March 200330 June 200331 December0 June 2004.




                                                                                                    Formatted: Indent: Hanging: 0.25"
6. Debt and equity securities
   (i) On 18 October 2004 the Company issuedFor the current financial year up to30 June             Formatted: Indent: Left: 0.25", Hanging:
       200417,182,415RM18,922,520 32,264,151 new ordinary shares of RM1.00 each,                    0.25"
       pursuant to the following proposals:-
                                                                                                    Formatted: Indent: Hanging: 0.25"
           a. Acquisition by Pantai Hospitals Sdn Bhd (“PHSB”) of the remaining 49% equity          Formatted: Indent: Left: 0.5", Hanging:
              interest in Cheras Medical Centre Sdn Bhd (“CMC”) comprising 2,940,001 ordinary       0.25"
              shares of RM1.00 each not already owned by PHB from CRSC Property Sdn Bhd
              (“CRSC”) for a purchase consideration of RM8,800,000 satisfied by the issuance of
              8,301,887 new434 Pantai Holdings Berhad (“PHB”) shares at an issue price of
              RM1.06 per share. (Hereafter called “CMC Acquisition”)
                                                                                                    Formatted: Indent: Hanging: 0.25"




            b. Acquisition by CMC of a piece of freehold land held under title no. HS(D) 98726,     Formatted: Indent: Left: 0.6", Hanging:
               PT4820, Mukim Kuala Lumpur, Daerah Kuala Lumpur, Negeri Wilayah                      0.25"
               Persekutuan, measuring approximately 4,607 square metres, together with a 5-
               storey hospital building with one basement level erected thereon (“Property”) from
               Chase Crest Sdn Bhd (“CCSB”) for a purchase consideration of RM25,400,000
               satisfied by the issuance of 23,962,264 new PHB shares at an issue price of
               RM1.06 per share. (Hereafter called “Property Acquisition”)
                                                                                                    Formatted: Indent: Hanging: 0.25"
    (ii)                                                                                            Formatted: Indent: Left: 0.25", Hanging:
                                                                                                    0.25"



    For the current financial periodyear On 1 August 2002, RM66,991,467 nominal value of 5-         Formatted: Indent: Left: 0.25"
       year 5% irredeemable convertible unsecured loan stocks 2002/2007 (“ICULS                     Formatted: Font color: Auto
       2002/2007”) at 100% of its nominal value together with 66,991,467 free detachable
       warrants were issued by PHB pursuant to a rights

    issue on the basis of one (1) ICULS with one (1) free warrant for every one (1) existing        Formatted: Indent: Left: 0.25", Hanging:
        ordinary share of RM1 held.                                                                 0.25"


    As at 31 March 200330 June 2003, 6,631,346 ordinary shares of RM1 each were issued
       pursuant to the conversion of RM7,427,111 nominal value of ICULS 2002/2007 at the
       rate of RM1.12 for every one (1) ordinary share.

                                                                                                    Formatted: Font: (Default) Arial, 11 pt
6
    up to 22 February 200531 March 200330 June 200330 June 2004, the Company purchased           Formatted: Font color: Auto
        a total of 7,483,90021,139017,400 units of its own shares through open market at the     Formatted: Font color: Auto
        minimum price of RM0.7750.660 and the maximum price of RM101.0300.835. The said          Formatted: Font color: Auto
        shares are retained as treasury shares.
                                                                                                 Formatted: Font color: Auto
                                                                                                 Formatted: Font color: Auto
                                                                                                 Formatted: Font color: Auto
7. Dividend paid                                                                                 Formatted: Font color: Auto
   The Board of Directors have declared an interim dividend on the ordinary shares of the        Formatted: Font color: Auto
   Company of 1% less income tax of 28% per share (31.12.2003: NIL) amounting to
                                                                                                 Formatted: Not Highlight
   RM2,810,155 for the financial period ended 31 December 2004 (31.12.2003: NIL). The
   book closure and payment dates in respect of the dividend will be determined by the Board     Formatted: Font color: Auto
   of Directors at a later date.                                                                 Formatted: Indent: Hanging: 0.25"
                                                                                                 Formatted: Normal, Left, Indent: Left: 0",
                                                                                                 First line: 0", Don't keep with next
The directors do not recommend any interim dividend for the financial periodyear ended 31        Formatted: Indent: Hanging: 0.25"
   March 200330 June 2003.                                                                       Formatted: Font: Not Bold
                                                                                                 Formatted: Indent: Hanging: 0.25"
A final dividend amounting to RM4,466,678 in respect of the previous financial year ended 30
    June 2002 was paid on 20 January, 2003.                                                      Formatted: Left, Indent: First line: 0"

A final dividend amounting to RM4,514,569 in respect of the previous financial year ended 30     Formatted: Indent: Hanging: 0.25"
    June 2003 was paid on 6 February 2004.                                                       Formatted Table
                                                                                                 Formatted: Centered
The Board of Directors have recommended a first and final dividend of 2% less income tax of
                                                                                                 Formatted: Indent: Hanging: 0.25"
   28% (2003: 1% less income tax of 28%, 0.5% tax exempt) amounting to RM5,263,473 for
   the financial year ended 30 June 2004, subject to Shareholders’ approval at the forthcoming   Formatted                                    ...
   Annual General Meeting. The book closure and payment date in respect of the proposed          Formatted: Right: 0.13"
   dividend will be determined by the Board of Directors at a later date.                        Formatted: Indent: Left: 0.13"
                                                                                                 Formatted                                    ...
8. Segment information
                                                                                                 Formatted: Right: 0.13"
                                                                                                 Formatted: Indent: Left: 0.13"
                                                    Current quarter       Current year to-date
     By Activity                                        ended                    ended           Formatted: Right: 0.13"
                                                      31/12/2004          31/12/2004Turnover     Formatted                                    ...
                   By Activity                                                    PBT            Formatted: Indent: Left: 0.13"
                                                 Turnover       PBT       Turnover      PBT
                                                                                                 Formatted                                    ...
                                                  RM’000       RM’000      RM’000      RM’000
                                                                                                 Formatted: Indent: Left: 0.13"
                                                                      170,100299,1
     Hospital services                              86,177        6,283         3210,2276,728    Formatted: Right: 0.13"
                                                                      170,227324,031,61352,19    Formatted: Right: 0.13"
     Healthcare supportsupport services             81,688      15,415          30           6   Formatted                                    ...
                                                                                  (8,755)(14,4
                                                                                                 Formatted: Indent: Left: 0.13"
     Investments holding & others                         -     (5,178)          --        72)
                                                                                                 Formatted                                    ...
                                                                      340,327623,133,08544,45
                                                   167,865      16,520          62           2   Formatted: Indent: Left: 0.13"
                                                                                  1,718(39,10    Formatted: Right: 0.13"
     Associated companies                                 -         851          --         7)   Formatted: Right: 0.13"
                                                                      340,327623,1               Formatted                                    ...
                                                   167,865      17,371          6234,8035,345
                                                                                                 Formatted: Indent: Left: 0.13"
                                                                                  (3,387)(98,3
     Consolidation adjustments                            -     (1,707)          --        99)   Formatted                                    ...
                                                                      340,327623,131,416(93,0    Formatted: Right: 0.13"
     Total                                         167,865      15,664          62         54)   Formatted: Indent: Left: 0.13"
                                                                                                 Formatted: Indent: Hanging: 0.25"
                                                                                                 Formatted: Font: (Default) Arial, 11 pt
7
9. Valuation of property, plant and equipment
   The Group does not state any assets based on valuation of its property, plant and               Formatted: Indent: First line: 0"
   equipment.



10. Subsequent material events
    There are no material events subsequent to current financial period and up to the date of      Formatted: Indent: Left: 0.3", First line: 0"
    this report which have not been reflected in the financial statement except as disclosed in
    paragraph 6 and 11.Between 1 April 20023 to 237 May 2003, the Company purchased                Formatted: Not Highlight
    6,714,000 units of its own shares at the minimum price of RM0.625 and maximum price of         Formatted: Not Highlight
    RM0.670 through open market. The shares so purchased were retained as treasury                 Formatted: Not Highlight
    shares.July 27 August 2004 3,159,000 RM0.775RM0.960
                                                                                                   Comment [LY1]:




11. Changes in composition of the Group
    (i) On 18 October 2004, PHSB acquired an additional 49% equity interest in CMC                 Formatted: Indent: Left: 0.25", Hanging:
        comprising 2,940,001 ordinary shares of RM1.00 each for a total cash consideration of      0.35", Tab stops: 0", Left
        RM8,800,000 from CRSC. The aforesaid acquisition has increased PHSB’s
        shareholding in CMC from its present 3,060,001 ordinary shares or 51% equity
        interest, to 6,000,002 or 100%.




                                                                                                   Formatted: Tab stops: 0.25", Left


    (ii)   On 17 January 2005, Pantai Support Services Sdn Bhd (“PSS”), a wholly owned
           subsidiary of PHB, subscribed for additional 225,000 ordinary shares of RM1 each in
           PM Care Sdn Bhd (“PM Care”) by capitalizing of advances given to PM Care
           amounting to RM5,058,000. The said subscription has increased PSS’s shareholdings
           in PM Care from its present 510,000 ordinary shares or 51% equity interest to 735,000
           or 60%

December the member’s voluntary liquidation ofcompleted.


                                                                                                   Formatted: Font: Not Bold
a. On 3 September 2002, Pantai Support Services Sdn Bhd, (“PSS”), a wholly-owned
   subsidiary, subscribed for an additional 799,998 ordinary shares of RM1 each in ePantai
   Sdn Bhd (“ePantai”) for a consideration of RM799,998. The said subscription has increased
   PSS’s shareholding in ePantai from its present 2 ordinary shares to 800,000, representing
   80% equity interest thereon.

                                                                                                   Formatted: Font: (Default) Arial, 11 pt
8
                                                                                                       Formatted: Indent: Left: 0", Hanging: 0.25"


OOn the same date, Pantai Medicare Sdn Bhd (“PMCare”), a 51% owned subsidiary,
  subscribed for 200,000 ordinary shares of RM1 each, representing 20% equity interest in
  ePantai for a consideration of RM200,000.

b.On 27 December 2002, Pantai Hospitals Sdn Bhd (“PHSB”), a wholly-owned subsidiary,                   Formatted: Bullets and Numbering
   subscribed for an additional 2,999,998 ordinary shares of RM1 each in Hospital Pantai
   Indah Sdn Bhd (“HPI”) (formerly known as Carta Ambang Sdn Bhd) for a consideration of
   RM2,999,998, thereby increasing PHSB’s shareholding in HPI to 3,000,000 ordinary shares,
   representing the entire issued and paid-up capital in HPI.

c.On 2 January 2003, PHSB subscribed for an additional 5,475,000 ordinary shares of RM1                Formatted: Bullets and Numbering
   each in Syarikat Tunas Pantai Sdn Bhd (“STPSB”) for a consideration of RM5,475,000. The
   said subscription has increased PHSB’s shareholding in STPSB from its present 13,893,750
   ordinary shares or 75% equity interest to 19,368,750 or 80.7%.

d.On 8 April 2003, Hospital Pantai Ayer Keroh Sdn Bhd (“HPAK”), a 70% owned subsidiary,                Formatted: Bullets and Numbering
   subscribed for an additional 256,667 ordinary shares of RM1 each in Kemilau Kurnia Sdn
   Bhd (“KKSB”) for a cash consideration of RM256,667. The said subscription has increased
   HPAK’s shareholding in KKSB from its present 2 ordinary shares to 256,669, representing
   70% equity interest thereon.


12. Contingent liabilities/Ccontingent assets
    There are no material contingent liabilities or assets for the Group as at 31 March 200330
   June 200330 June 200431 December 2004.




13. Taxation                                                                                           Formatted: Indent: First line: 0"
                                                                                                       Formatted: Indent: Left: 0.13", First line: 0"
    The taxation for the current quarter and yearyear to-date are as follows:-                         Formatted: Indent: First line: 0"
                                                                                                       Formatted: Indent: Left: 0.13", First line: 0"
                                                                Current              Current
                                                                 quarter         yearyear to-date      Formatted: Indent: First line: 0"
                                                                 ended                ended            Formatted: Indent: Left: 0.13", First line: 0"
                                                            31001/36612/200      31010/636612//20      Formatted: Indent: Left: 0.13", First line: 0"
                                                                   4                    04
                                                                                                       Formatted: Indent: First line: 0"
                                                                 RM'000               RM'000
                                                                                                       Formatted: Indent: First line: 0"
     Current period / year provisionProvision for the         (4,280)(4,68         (8,989)(11,7
     year                                                                7)                 29)        Formatted: Indent: Left: 0.13", First line: 0"
     Over/(under) provision in                                                                         Formatted: Indent: First line: 0"
      prior period/year                                                                                Formatted: Indent: Left: 0.13", First line: 0"
     Deferred taxation                                              (2,107)             (2,107)        Formatted: Indent: Left: 0.13", First line: 0"
     Share of tax in associated companies                          (77)(89)        (177)(1,214)
                                                                                                       Formatted: Indent: Left: 0.13", First line: 0"
       Deferred taxation
                                                              (4,357)(6,88         (9,166)(15,0        Formatted: Indent: First line: 0"
                                                                        3)                  50)        Formatted: Indent: Left: 0.13", First line: 0"
                                                                                                       Formatted: Indent: First line: 0"
                                                                                                       Formatted: Indent: First line: 0"
    The tax charge for the current quarter and cumulative current periodyearyear quarter areis         Formatted: Indent: First line: 0"
    in relation to profit making subsidiaries as there is no tax relief available for losses made by
                                                                                                       Formatted: Font: (Default) Arial, 11 pt
9
     other loss making subsidiaries in the Group as there is no tax relief available for losses
     made by other loss making subsidiaries in the Group.                                         Formatted: Not Highlight


                                                                                                  Formatted: Indent: Hanging: 0.25"




14. Sales of unquoted investments and properties
    There were no sale of unquoted investments and properties for the quarter ended 31            Formatted: Indent: Left: 0.25", First line: 0"
    December 2004 other than in the ordinary course of business.


                                                                                                  Formatted: Font: Not Bold




145.Quoted Securitiessecurities
   (a.)                                                                                           Formatted: Indent: Left: 0.25"
   The movements in quoted securities during the financial periodyearyearyearperiod ended 30
        June 200131 March 200330 June 200330 June 200431 December 2004 are as follows:-

                                                              Current            Current
                                                              quarter        yearyear to-date
                                                              ended               ended
                                                          3100/36631/12/2    1030/31/12636/2
                                                                 004                004
                                                              RM'000             RM'000
      Total purchases                                                 -             95,606-       Formatted Table


      Total disposals                                                   -            595-6-

      Total gain on disposal                                           --              -647-




(b) Investments in quoted securities as at the end of the periodyearyear:-
                                                                                RM’000            Formatted: Indent: Left: 0.13", First line: 0"
      At cost                                                                   4198,858495
                                                                                                  Formatted: Indent: Left: 0.13", First line: 0"
                                                                                                  Formatted: Font: (Default) Arial, 11 pt
10
       At carrying value/book value                                                  113,083        Formatted: Indent: Left: 0.13", First line: 0"
                                                                                                    Formatted: Indent: Left: 0.13", First line: 0"
       At market value                                                           73,33276,223       Formatted Table
     At market value                                                             53109,838,685
                                                                                                    Formatted: Indent: Left: 0.13", First line: 0"




165.Corporate proposals

     (i)    The proceeds from the issuance of RM150,000,000 nominal value of 5-yearyear 5%          Formatted: Indent: Left: 0", Hanging: 0.6"
            redeemable secured bonds (“Bonds issue”) have been utilised in the following manner
            as at 31 March 200330 June 200330 June 200431 December 2004:-

                                                                      Proposed       Utilised       Formatted Table
                                                                       RM’000        RM,’000
             Repayment of bank borrowings                               65,000        65,000
             Purchase of medical equipment for Pantai Medical
                 Centre, Bangsar                                        23,000         23,000
             Construction of new hospital in Klang                      12,000      2,000132
             Subscription of shares in Avenue Capital Resources
                 Berhad ((“ACRB”), formerly known as Avenue
                 Asset Berhad) t to be issued pursuant to ACRB’s        18,200        18,200
                 proposed rights issue
             Estimated expenses for the proposals                        3,800         3,800
             Working capital                                               840           840

             TOTAL                                                    122,840       1120,840
                                                                                         972
                                                                                                    Formatted: Indent: Left: 0.25", Hanging:
     (ii)   On 16 January 2004, CMC entered into a sale & purchase agreement in respect of the      0.38"
            Property Acquisition (“Agreement”), which has become unconditional with the issuance
            and quotation of the consideration shares on 18 October 2004 and 28 October 2004
            respectively, as disclosed in paragraph 6(i)(b) above. The memorandum of transfer of
            the Property in favour of CMC (“Transfer”) has been presented at the Pejabat Tanah &
            Galian Wilayah Persekutuan, Kuala Lumpur (“Land Registry”) on 10 January 2005.

            Pursuant to the terms of the Agreement, upon presentation of the Transfer at the Land   Formatted: Indent: Left: 0.6", Hanging:
            Registry, the Agreement is deemed completed. The aforesaid presentation is currently    0.03"
            pending registration by the Land Registry.
                                                                                                    Formatted: Indent: Left: 0.25", Hanging:
                                                                                                    0.38"




                                                                                                    Formatted: Font: (Default) Arial, 11 pt
11
                                                                                                      Formatted: Indent: Left: 0.25", Hanging:
                                                                                                      0.38"




     s

     On 16 January 2004, the Company announced the following:-

     A.      (“PHB Shares”)B. (“CCSB”)ti       (Collectively referred as the “Proposals”)



     The Proposals are conditional upon the following approvals being obtained:

     (i)     the Securities Commission (“SC”), of which approval was obtained on 12 May 2004;

     (ii)    the SC (on behalf of the Foreign Investment Committee), of which approval was
             obtained on 12 May 2004;

     (iii)   the shareholders of PHB, at an Extraordinary General Meeting (“EGM”) to be
             convened on 14 September 2004;

     (iv)    the shareholders of CCSB and CMC, of which approval were both obtained on 16
             January 2004;

     (v)     Bursa Securities, for the listing of and quotation for the new PHB Shares to be issued
             pursuant to the Proposed Property Acquisition; and

     (vi)    the holders of RM150,000,000 nominal value of 5% Redeemable Secured Bonds
             2002/2007 (“Bondholders”), at the Bondholders meeting to be convened on 14
             September 2004.


     vOn 2 July 2004, the Company announced its proposals to vary certain Bye-Laws of its
         existing Employees’ Share Option Scheme (“Proposed Bye-Laws Amendments’) and
         certain clauses of the Company’s Article of Association (“Proposed AA Amendments”)
         after taking into consideration of the recent amendments to the Bursa Securities LR in
         relation to share schemes for employees, which was effective on 10 February 2004.
         The Proposed Bye-Laws Amendments and Proposed AA Amendments are conditional
         upon approvals being obtained from the following:-

     (i)     the shareholders of PHB at an EGM to be convened on 14 September 2004 for the
             Proposed Bye-Laws Amendments and Proposed AA Amendments; and

     (iii)   the Bondholders of PHB, at the Bondholders meeting to be convened on 14
             September 2004 for the Proposed AA Amendments.

             The Proposed Bye-Laws Amendments is inter-conditional upon the Proposed AA
             Amendments.


                                                                                                      Formatted: Indent: Hanging: 0.25"

                                                                                                      Formatted: Font: (Default) Arial, 11 pt
12
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"

167.Group borrowings                                                                 Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
   Total Group’s borrowings as at 31 March 200330 June 20033031 December 2004 June   Formatted: Indent: Hanging: 0.25"
2004 were as follows:-                                                               Formatted: Indent: Left: 0.13"
                                                                                     Formatted: Indent: Left: 0.13"
                                                                    Total Loans
                                                                      RM'000         Formatted Table
     Long Term Borrowings                                                            Formatted: Indent: Hanging: 0.25"
     - 5-yearsyears 5% redeemable secured bonds 2002/2007       1373,778062272       Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
     - Long term loans – Secured
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                               48,9894163189,8
         Total outstanding balances                                          88      Formatted: Indent: Left: 0.13"
         Repayable within next 12 months                         (18,13418,251)      Formatted: Indent: Left: 0.13"
                                                               130,855391371,6       Formatted Table
                                                                             37      Formatted: Indent: Hanging: 0.25"
                                                                   1668,633975
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
     Short Term Borrowings
                                                               19,35323,54125,7      Formatted: Indent: Left: 0.13"
     -   Secured                                                             08      Formatted: Indent: Hanging: 0.25"
     -   Unsecured                                                  8665452,943      Formatted: Indent: Left: 0.13"
     -   Current portion of long term loans – secured              18,13418,251
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                               40,14842,54146,9
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                             02
     Grand total                                                 211,174071232       Formatted: Indent: Left: 0.13"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Indent: Left: 0.13"
                                                                                     Formatted: Indent: Hanging: 0.25"
                                                                                     Formatted: Font: (Default) Arial, 11 pt
13
187.        Off balance sheet financial instruments
       During the financial yearperiod-to-date, the Group did not enter into any contracts involving   Formatted: Indent: Left: 0.3"
       off balance sheet financial instruments.
                                                                                                       Formatted: Indent: Hanging: 0.25"




189.     Material litigation
    Neither the Company nor its subsidiary companies are engaged in any material litigation            Formatted: Indent: Left: 0.3", First line: 0"
    either as plaintiff or defendant and the Directors of the Company are not aware of any other
    proceedings pending or threatened against the Company and its subsidiary companies or
    any facts likely to give rise to any proceedings which might material affect the position and
    business of the Company and its subsidiaries companies.
Save as disclosed below, neither the Company nor its subsidiary companies are engaged in any           Formatted: Indent: Hanging: 0.25"
   material litigation either as plaintiff or defendant and the Directors of the Company are not
   aware of any other proceedings pending or threatened against the Company and its
   subsidiary companies or any facts likely to give rise to any proceedings which might
   materially affect the position and business of the Company and its subsidiary companies.

On 22 February 2002, PHB and Pantai Support Services Sdn Bhd (“PSS”) (its wholly owned
   subsidiary) were served with a petition (“Pantai Petition”) under section 181 of the
   Companies Act, 1965 by Balakrishnan a/l Vairavapillai (“the Petitioner”) a minority
   shareholder of PHB and was also put on notice that the Petitioner had on 21 February 2002,
   obtained an ex-parte interlocutory injunction restraining PHB from issuing or causing to be
   issued 92,966,361 ordinary shares of RM1.00 each in PHB, to the vendors of Anjur Dinamik
   Sdn Bhd, Pengkalan Usaha (M) Sdn Bhd and Healthpac Industries Sdn Bhd (collectively,
   “Acquiree Companies”).



On 6 March 2002, on the application of PHB and PSS, the ex-parte interlocutory injunction
   obtained by the Petitioner was set aside by the High Court of Kuala Lumpur.

     On 29 May 2004, on the application of PHB and PSS, the Pantai Petition was struck out by
     the High Court of Kuala Lumpur with cost against the Petitioner. The Petitioner has filed a
     notice of appeal on 25 June 2004.




1920.          Quarterly analysis
                                                                                                       Formatted: Indent: Hanging: 0.25"
                                                               Preceding                               Formatted Table
                                            Current quarter     quarter
                                                                                                       Formatted: Indent: Hanging: 0.25"
                                           31010/36612/2004 30111/093123/20           Variance
                                                                                                       Formatted: Font: (Default) Arial, 11 pt
14
                                                                    022004
                                                RM'000              RM'000            RM'000          Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Left: 0.13"
        Profit / (Loss) before taxation   15,66411,9385,903   15,752(121,384) (88)133,3221,474        Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Not Highlight
                                                                                                      Formatted: Indent: Left: 0.13"




     The Group has achieved a profit before taxation of RM11.9 million for the current quarter as
     compared to a loss before taxation of RM121.4 million in the preceding quarter.

     Comparison for both quarters is affected by the share of losses and impairment loss in an
     associated company, Avenue Capital Resources Berhad (“ACRB”), amounting to
     approximately RM41.3 million and RM88.7 million respectively. This was recorded in the
     preceding quarter.

As such, the Group recorded a profit before taxation of RM11.9 million in the current quarter, as     Formatted: Indent: Hanging: 0.25"
   compared to RM8.6 million in the preceding quarter, an improvement in the performance of
   the Group’s core activities.



20. 21. Review of performance
     The Group recorded a turnover and profit before taxation of RM340.3623.2374.2 million            Formatted: Indent: Left: 0.3"
     and RM31.4 million respectively for the 612 months period twelvenine months ended 31
     March 200330 June 200330 31 DecemberJune 2004. Turnover of RM623.2 milliThe
     turnover and profit before taxation areon is mainly contributed by the Group’s core activities
     which have generated approximately RM58.9 million profit before taxation for the current
     financial year. which are the provision of hospital and healthcare support services.
                                                                                                      Formatted: Indent: Left: 0.05", Hanging:
   In the opinion of the Directors, the results of the operations for the current financial period    0.25"
   have not been affected by any item, transaction or event of a material and unusual nature
   which has arisen between 31 December 2004 and the date of this announcement.
The profit from operations continued to improve from RM84.9 million for the preceding financial
   year ended 30 June 2003 to RM94.6 million for the current financial year ended 30 June
   2004.

As a result of the share of losses and impairment loss in ACRB of RM130.0 million in the
   preceding quarter, the Group reported a loss before taxation RM93.1 million for 12 months
   period ended 30 June 2004.

                                                                                                      Formatted: Indent: Left: 0.05"


                                                                                                      Formatted: Indent: Hanging: 0.25"


221.        Prospects
       Barring any unforeseen circumstances, The performance of the core activities of the Group,     Formatted: Not Highlight
       i.e. the hospitals and healthcare support services, which are the core activities of the       Formatted: Indent: Left: 0.3"
       Group, will continue is expected to perform reasonably well and continue to improveperform
                                                                                                      Formatted: Font: (Default) Arial, 11 pt
15
          well for the remaining period of the financial yearnextthe next financial year. Necessary      Formatted: Not Highlight
          actions have been taken to address other operating risks to ensure that the budgeted
          results can be achieved.
                                                                                                         Formatted: Indent: Hanging: 0.25"



   Barring any unforeseen circumstances, the Board of Directors is optimistic that the overall
      performance for the current financial remainder of the financial year ending 30 June 2003 to
      be favourable. Necessary actions have been taken to address other operating risks to
      ensure that the budgeted results can be achieved.




   223.       Profit forecast or profit guarantee
          Not applicable.                                                                                Formatted: Indent: Hanging: 0.2"



                                                                                                         Formatted: Indent: Left: 0"

   24. Earnings per share                                                                                Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted Table
                                                                                                         Formatted: Indent: First line: 0"
                                                                                                         Formatted: Indent: Left: 0.05", First line: 0"
                                                                                                         Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted: Indent: Left: 0.05"
                                                                                                         Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted: Indent: Left: 0.05", First line: 0"
        23.
                                                                                                         Formatted: Indent: Hanging: 0.25"
Earnings per share                                                                                       Formatted: Indent: Left: 0.05", First line: 0"
                                                                                                         Formatted Table
                                                                            Current     Current
                                                                                                         Formatted: Indent: Hanging: 0.25"
                                                                            Quarter   YearYear To
                                                                                                         Formatted: Indent: Left: 0.05", First line: 0"
                                                                                          Date
                                                                         31001.12636. 31001.36612.2      Formatted Table
                                                                            2004           004           Formatted: Indent: Hanging: 0.25"
                                                                           RM’000       RM’000           Formatted: Indent: Left: 0.05", First line: 0"
           A. BASIC
                                                                                                         Formatted: Indent: Hanging: 0.25"
           Net Profit / (Loss) for the period period                     10,0084,477 19,508(112,118)
                                                                                                         Formatted: Indent: Left: 0.05", First line: 0"

           Number of ordinary shares in issue as of 1 Oct / April41 Jan                       385,390    Formatted Table
           2003 /11 July 20024                                           361,76473339         360,932    Formatted: Indent: Hanging: 0.25"
                                                                               366,271                   Formatted: Indent: Left: 0.05", First line: 0"
           Issuance of ordinary shares                                          32,264          32,264   Formatted: Indent: Hanging: 0.25"
           Conversion of ICULS 2002/2007                                          -203         -17,182
                                                                                                         Formatted: Not Highlight
           Exercise of ESOSConversion of ICULS 2002/2007                            -36     -6436,632
           Number of ordinary shares in issue as of 31 Dec 31 March 367,564394,02 417,6545,38936         Formatted: Not Highlight
           200330 June 200330 June 22004                                        83,578           7,564   Formatted: Not Highlight
           Less : Treasury Shares                                       (1,0838,0591,0(24,709)9,870(1,   Formatted: Indent: Left: 0.05"
                                                                                   17))           017)   Formatted: Indent: Hanging: 0.25"
                                                                                                         Formatted: Not Highlight
           Adjusted number of ordinary shares                         366,547392,94 392,94565,519
                                                                                                         Formatted: Font: (Default) Arial, 11 pt
   16
                                                                           565,519         366,547    Formatted: Not Highlight


                                                                                                      Formatted: Indent: Left: 0.05", First line: 0"
     Basic earnings / (loss) per share (sen)                           0.391.222.55 4.96(30.67)0.82   Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Left: 0.05"
   B. DILUTED
                                                                                                      Formatted: Indent: Hanging: 0.25"
The fully diluted earnings per ordinary share for current quarter and current year to date are not
   presented as the conversion of all outstanding loan stocks of the Company into ordinary            Formatted: Indent: Left: 0.05", First line: 0"

   shares of RM1 each would result in an anti dilution situation.                                     Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Font: Not Bold
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25", Right:
                                                                                                      -0.13"




                                                                           Current   Current Year     Formatted: Right: -0.13"
                                                                           Quarter         To         Formatted: Centered, Right: -0.13"
                                                                                     DateCurrent
                                                                                        Quarter
                                                                         31.12.2004 31.12.200430.6    Formatted: Right: -0.13"
                                                                                         .2004        Formatted: Centered, Right: -0.13"
                                                                          RM’000    RM’000RM’000      Formatted: Right: -0.13"
     B. DILUTED
                                                                                                      Formatted: Centered, Right: -0.13"
     Net profit for the period                                              10,008     4,47719,508
     Adjustment for after tax effect of interest income arising from                                  Formatted: Indent: Hanging: 0.25"
        the proceed from exercise of ESOS                                      135         152270     Formatted: Indent: Hanging: 0.25"
     Adjustment for after tax effect of interest saving from the                                      Formatted Table
        exercise of ICULS 2002/2007                                            326                    Formatted: Indent: Hanging: 0.25"
                                                                                           383653
                                                                                                      Formatted: Indent: Hanging: 0.25"

     Adjusted net profit for the period                                     10,469     5,01220,431    Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
     Number of ordinary shares in issue as of 31 Dec31 Dec 20034           392,945 365,392,945519     Formatted: Indent: Hanging: 0.25"
     Assumed conversion of ICULS 2002/2007                                  36,287 36,28736,287       Formatted Table
     Assumed conversion of ESOS                                             25,037 25,03728,057
                                                                                                      Formatted: Indent: Hanging: 0.25"

     Adjusted weighted average number of diluted ordinary shares           454,269 454,269429,863     Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
     Diluted earnings per share (sen)                                          2.30       4.501.17    Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
The fully diluted earnings per ordinary share for current year to-date are not presented as the
                                                                                                      Formatted: Indent: Hanging: 0.25"
   conversion of all outstanding loan stocks and warrants as well as the exercise of ESOS of
   the Company into ordinary shares of RM1 each would result in an anti dilution situation.           Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Indent: Hanging: 0.25"
                                                                                                      Formatted: Font: (Default) Arial, 11 pt
17

						
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