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A N N U a L R E P O 2 Annual Report 2 Board of Directors & Group Senior Management 3 Corporate Information 4 Chairman's Statement 6 Message from Managing Director & Chief Executive Officer 9 Financial Statements 73 Statistics on Shareholdings 76 List of Properties 86 Terms of Reference of Audit Committee 88 Notice of Annual General Meeting 90 Annexure l 99 Proxy Form TUNKU DATO SERI ISKANDAR BIN TUNKU ABDULLAH S.P.T.J., D.N.S. Chairman DATO' LOY TEIK NGAN D.I.M.P. Managing Director & Chief Executive Officer AZIZAN BIN ABDUL RAHMAN Executive Director Member of Audit Committee KALIMULLAH BIN MASHEERUL HASSAN Executive Director HAJI OTHMAN BIN HITAM Independent non-executive director Chairman of Audit Committee DATO' GHAZI BIN ISHAK Independent non-executive director Member of Audit Committee TAN SRI CHONG CHIN SHOONG P.S.M., D.P.M.P., JP. Director CORPORATE DATO' LOY TEIK NGAN D.I.M.P Managing Director & Chief Executive Officer YAP BOON TECK President-Corporate DING LIEN BING Senior Vice-President Group Financial Controller DIVISIONS CARD AND PAYMENT SERVICES DONALD LEE President MANUFACTURING CHIN CHUA ENG President PROPERTY YAW KEM KEONG General Manager TRADING & CONSUMER SERVICES-International MBf CARPENTERS LTD. KENNETH JOHN CLEMENS Managing Director MOTOR VEHICLES & EQUIPMENT YEOW EWE HOR President 3 REGISTERED OFFICE Block B1, Level 9 Pusat Dagang Setia Jaya (Leisure Commerce Square) No. 9, Jalan PJS 8/9 46150 Petaling Jaya Selangor Darul Ehsan Tel: 7861 2100 Fax: 7861 2200 REGISTRAR Insurban Corporate Services Sdn Bhd 149, Jalan Aminuddin Baki Taman Tun Dr Ismail 60000 Kuala Lumpur Tel: 7729 5529 / 7727 3873 Fax: 7728 5948 MAIN BANKERS Arab-Malaysian Finance Berhad Arab-Malaysian Bank Berhad Malayan Banking Berhad STOCK EXCHANGE LISTING The Kuala Lumpur Stock Exchange (Main Board) AUDITORS Arthur Andersen & Co. SECRETARIES Yap Boon Teck Ding Lien Bing On behalf of the Board of Directors, I hereby present the Annual Report and Financial Statements of MBf Holdings Berhad Group for the financial year ended 31 December 2000. FINANCIAL & OPERATIONAL HIGHLIGHTS During the year, the Group posted a pre-tax loss before and after exceptional items of RM142 million and RM157 million representing an improvement of 68% and 66% as compared to the previous year of RM448 million and RM460 million respectively. However, operating revenue of the Group declined by 16% from RM956 million to RM804 million. MBf Holdings Berhad through its subsidiary namely MBf Asia Capital Corporation Limited has divested 17.38% stake in MBF Cards (M'sia) Sdn Bhd ("MBF Cards") for RM29.2 million to Advent International Corporation, which is one of the largest international private equity capital organisations based in Boston, USA. As part of the proposed offshore scheme, the proceeds were used to repay lenders. The divestment has also brought in a strategic investor to further strengthen MBF Cards in this competitive environment. MBF Cards continue to be profitable, contributing RM27.4 million in profit whilst the business sectors in property, automobile, heavy machinery and printing have yet to recover from the economic crisis that hit the entire region in 1997. MBf Carpenters Limited ("MBf Carpenters"), which was profitable for the past years, reported losses for this year as a result of low world commodity prices, high interest rates in Papua New Guinea ("PNG") and unstable political climate in Fiji. Nevertheless, MBf Carpenters is expected to perform better with the improving trend of commodity prices and interest rates in PNG and proactive steps taken by the Fijian Government. As part of the ongoing rationalisation and consolidation exercise, the Group has disposed the credit card companies in Hong Kong and Philippines as well as the discount card company in Hong Kong. There will be continuous divestment of non-core and under performing businesses in order to enhance profitability of the Group. PROSPECTS The Group has obtained approvals for its proposed offshore scheme from its foreign lenders on 11 September 2000 and the sanction from the High Court of Hong Kong S.A.R. was received on 26 September 2000. 4 5 MBf Holdings Berhad has also obtained approvals from its shareholders on the proposed debt restructuring exercise at the Extraordinary General Meeting held on 10 January 2001. The sanction from the High Court of Malaya at Kuala Lumpur was granted on 17 April 2001. The Group is now proceeding to obtain approvals from the relevant regulatory authorities. Barring any unforeseen circumstances, the proposed debt restructuring exercise should be completed no later than end 2001. The Group's performance will depend mainly on the successful implementation of the proposed debt restructuring exercise. Upon completion of the said exercise coupled with the improved economy, the Group is expected to recover and become profitable. ACKNOWLEDGEMENT AND APPRECIATION On behalf of the Board, I wish to express our sincere thanks and appreciation to our former Chairman, Tunku Tan Sri Abdullah Ibni Almarhum Tuanku Abdul Rahman for his immeasurable contributions towards the Group for the past 20 years. His advice and invaluable guidance to the Board will be valued by all of us. I also wish to take this opportunity to thank Mr Lim Hean Beng for his past services to the Group during his tenure as a director and at the same time, welcome Encik Azizan bin Abdul Rahman, En Kalimullah bin Masheerul Hassan and Tan Sri Chong Chin Shoong to the Board. The Board is pleased to join me in extending our appreciation to the management and staff for their continued support, dedication and commitment to the Group. Our gratitude is also extended to all our business associates, bankers, consultants and advisers, all regulatory authorities and our valued shareholders for their unwavering and continued support to the Group. Thank you. Tunku Dato Seri Iskandar bin Tunku Abdullah S.P.T.J., D.N.S. Chairman 26 April 2001 THE YEAR IN REVIEW As reported in the previous financial year, the Group continued to incur losses for the year as a result of its high borrowings. The Group registered a drop of 16% in operating revenue to RM804 million as against RM956 million in 1999. Notwithstanding the reduction in the operating revenue, there was a reduction in the pre-tax loss of RM157 million as compared to previous year loss of RM460 million. This represents an improvement of 66%. The Group's loss per share reduced from 41 cents in 1999 to 15 cents in 2000. During the year, various lenders further liquidated their shares in MBf Capital Berhad, which were held as collateral to reduce the outstanding loan obligations of the Group. As a result, the Group's investment in MBf Capital Berhad has been reduced from 8.03% to 2.73% as at 31 December 2000. With the divestment of 17.38% stake in MBF Cards (M'sia) Sdn Bhd ("MBF Cards") during the year, MBF Cards which is now a 51% subsidiary, posted a pre-tax profit of RM27.4 million as compared with the pre-tax profit of RM1.1 million for 1999. The year under review also saw the launch of an exciting, invigorating and innovative new logo that reflects the dynamism of our credit card company in the industry. MBF Cards has launched a number of innovative and practical e-products and services that will cater to the concept of convenience for its card members. The MBf MasterCard's Click 'n Pay, Click 'n Shop were some of the new services launched. The recent launch of the MBF _e.power MasterCard to cater for the younger generation will further strengthen the leadership position of MBF Cards in the credit card market. MBF Cards has also successfully re-negotiated the Affiliation Agreement with MBf Finance Berhad and this is expected to increase significantly the share of interest revenue on the Line of Credit given to the card members. Negotiations on the commencement of VISA business are ongoing and it is hope that this would materialise in year 2001. The expected contribution from our fellow shareholders in MBF Cards namely Advent International Corporation, GE Equity and Arab Malaysian Capital Markets Group Sdn Bhd will help MBF Cards to realise its goals at a quicker pace. 6 7 MBf Carpenters Limited ("MBf Carpenters"), which is an investment holding company listed on the Australian Stock Exchange incurred a pre-tax loss of RM7.3 million (A$3.3 million) as against the pre-tax profit of RM17.5 million (A$7.2 million) in 1999. The adverse variance was basically due to low world commodity prices, high interest rates and high inflation arising from the weak Papua New Guinea ("PNG") currency. Operations of the Fiji Group were profitable but were impacted by the aftermath of the attempted civilian coup in May 2000. However, MBf Carpenters is anticipated to perform better with some positive signs on the improving trend of commodity prices and interest rates in PNG and proactive steps taken by the Fijian Government. The performance of the Motor division for year 2000 continues to incur losses. The division reported a pre-tax loss of RM25 million as compared with the pre-tax loss of RM35.6 million in 1999. MBf Commercial Vehicles Sdn Bhd was placed under creditor's winding up on 29 March 2001. In moving forward, MBf Holdings Berhad entered into a Joint Venture Agreement with MAN Nutzfahrzeuge Aktiengesellschaft ("MAN") to set up a joint venture company to operate MAN bus and truck business based on shareholding of 30:70 respectively. MBf-Peugeot Sdn Bhd has repositioned itself with the successful launch of the Peugeot 206 in March 2000. In addition to the distribution of Peugeot cars, the Group has plans to obtain new agencies and dealerships for distribution of other cars.
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