KUALA LUMPUR (April 12): Berjaya Corp Bhd (BCorp), controlled by tycoon Tan Sri Vincent Tan, is looking to dispose of 21.88% equity interest in Berjaya Auto Bhd (BAuto) to a special purpose vehicle (SPV) controlled by key members of the Mazda distributor’s management, including its chief executive officer Datuk Seri Ben Yeoh Choon San, for RM526.26 million or RM2.10 per BAuto share.

Upon completion of the proposed disposal, BCorp will cease to be a direct shareholder of BAuto, but will hold a 33.33% stake only in the SPV.

In a filing with Bursa Malaysia, BCorp said its wholly-owned subsidiary Berjaya Group Bhd (BGroup) today signed a memorandum of understanding with Yeoh on the proposed disposal-cum-injection.

Under the exercise, BAuto management will inject up to 114.52 million BAuto shares, representing about 10% equity interest in BAuto, into the SPV for up to RM240.49 million or RM2.10 per BAuto share.

In return, BAuto management will receive 240.49 million new shares in the SPV, which works out to a 66.67% stake at par value.

BGroup will inject its entire stake of up to 250.6 million BAuto shares or a 21.88% stake in BAuto for RM526.26 million or RM2.10 per BAuto share, into the SPV.

"(Of the RM526.26 million consideration), RM120.25 million will be satisfied via an issuance of 120.25 million new SPV shares, representing a 33.33% stake in the SPV; and the remaining RM406.01 million in cash.

The SPV proposes to fund this cash portion, through bank borrowings.

"Upon completion of the proposed disposal, the SPV, controlled by the BAuto management, will have up to 31.88% stake in BAuto and will manage BAuto and its group of companies," said BCorp.

The enlarged issued share capital of SPV will be about RM360.74 million.

BAuto shares closed one sen or 0.47% higher today at RM2.14, valuing the company at RM2.45 billion. BCorp shares settled up 0.5 sen or 1.3% to 39 sen, with a market capitalisation of RM1.75 billion.