Dear all,

Let us analyse the corporate proposals (B7) and litigation (B9) of BjLand:

A. STC case, it has new hearing date of the Main Appeal on 27 March 2020, it made STC case will go on for some-times.

B. GMOC case, The arbitral tribunal is currently in deliberations and a decision is expected during the second quarter of 2020. Means result shall be out before June-2020.
Once the case close, there is inflow of RM600 mil ++

C. BVFC and BVIUT case. The disposal nego started 4 June 2018. Value RM155 mil + others.
Once the deal closed, there is inflow of RM155 mil ++

B9. JDC Lawsuit, Jeju.
The court has fixed 9 January 2020 for delivery of the judgment.
On 9 January 2020, the delivery of the court's judgement was postponed to 6 February 2020.
On 6 February 2020, the court further postponed the delivery of its judgement to an unspecified date.
This means both parties still unable to come to an agreement.
Once the deal closed, there is inlfow of RM600 mil to RM1,000 mil. (As VT seek for )

On top of the above, the additional could be:

1. Disposal of Seraton Hotel at Hanoi, It could bring in inflow of RM500 mil ++.

2. Disposal of Four-Seasons Hotel at Kyoto. It could bring in inflow of RM1,600 mil (To BjLand).

Dear all,

Let us analyse the corporate proposals (B7) and litigation (B9) of BjLand:

A. STC case, it has new hearing date of the Main Appeal on 27 March 2020,

Sorry, mistake on property rersult, at Q1
Re-phase it.
Dear all,
The Sun Daily stated Berjaya Land posts RM11.19 million pre-tax profit in second quarter.
It is not wrong.
However, once deduct the taxation oof RM42.72 mil, the result become loss after tax (RM31.5 mil)

Furthermore, it was consolidated result inclusive of BjToto (with HR Owen's result).
Once remove the Non-controlling interests of BjToto (with HR Owen too) of RM32.2 mil.

The nett loss after tax on Parent (menas BjLand Company) is (RM63.73 mil), 1.28 sen per share.

Let's study A6, segmental results, as the results were accumulated, while read you must break those results into each quarter's result for your comparison.

Both Toto betting and Motor retailer (HR Owen) results remain unchanged.
Hotel getting stronger but not much impact.
However, Property arm giving poor result, loss (RM32.8) mil vs loss (RM17.7) mil at Q1.
The worst was, Clubs and others, loss (RM41.82 mil), vs loss (RM2.15 mil) at Q1.

Now you could see the losses of (RM63.73 mil), mainly from the above.

Dear all,
The Sun Daily stated Berjaya Land posts RM11.19 million pre-tax profit in second quarter.
It is not wrong.
However, once deduct the taxation oof RM42.72 mil, the result become loss after tax (RM31.5 mil)

Furthermore, it was consolidated result inclusive of BjToto (with HR Owen's result).
Once remove the Non-controlling interests of BjToto (with HR Owen too) of RM32.2 mil.

The nett loss after tax on Parent (menas BjLand Company) is (RM63.73 mil), 1.28 sen per share.

Let's study A6, segmental results, as the results were accumulated, while read you must break those results into each quarter's result for your comparison.

Both Toto betting and Motor retailer (HR Owen) results remain unchanged.
Hotel getting stronger but not much impact.
However, Property arm giving poor result, loss (RM32.8) mil vs loss (RM27.7) mil at Q1.
The worst was, Clubs and others, loss (RM41.82 mil), vs loss (RM2.15 mil) at Q1.

Now you could see the losses of (RM63.73 mil), mainly from the above.

Dear all,
As mentioned before this.
We are awaiting good results from Vietlott side, at least give some profit in this quarter.

If refer to,
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Share of results of associated companies, give us RM2.18 million
This is the first time after several quarters of BToto declare losses from it's Associated Company.

The above is based on assumption that the other major Ass. Companies (BAPI & Neptune) of BToto making break even result at this quarter.

As BToto only have 20% of shares at Vietlott's parent company, and BCorp hold the balance 80%;
This means BCorp could make RM11 million on Vietlott's parent company this quarter.
We shall wait for result on Bcorp to be release at next week.

Vietlott revenue and result were always presented in every quarterly report.
Under A7, Segmental report.
Gaming sector.

The Revenue:
The external sales of BjCorp - (External Sales of BjLand) + InterCo Sales of BjCorp

The Profit Result:
The Result of BjCorp - Result of BjLand

We found that the revenue is not impressive, believe that BjCorp only recognize service sales to Vietlott; not the full sales of Vietlott to public.

As mentioned by Director at BjCorp AGM, August 2020 Vietlott launched new games.
Which have double up the sales of Vietlott.

Let we review their result from this quarter report, and wish that this quarter Vietlott could
turn-around their result to making some profit.

Now,
15% market spread = 0.15 x 5,000 mil = 750 mil.
To delist BjLand, need 90% acceptance; if more than 10%, 75 million shares not accept.
MGO will not be easily passed.

From annual reports, the number of share-holders were increased from
5,593 (2017), to 6,186 (2018), to 7,811 (2019).

Much more retail players rush into this stock, plus hardcore holders carried since 2012, with cost more than RM1.20 each. To attract them to accept MGO, the offer price could be high.

Eddy,
Yup, that 10 x 70c BjLand to convert to 7x RM1.00 BjCorp LD + 7x free WC.
It is direct deal for PENTA to exit, as there is no liquidity to dispose BjLand.

Later, early last year to convert PENTA BjLand shares to BjCorp shares, with ratio of
5x BjCorp shares for 4x BjLand shares.

Later the conversion, PENTA left with 366 Million BjLand shares, as at 31-03-2019.
However, as per 30-10-2019 Annual Report, those shares were gone.

Which means in 6 months time, PENTA have escape from local market.

The left-over is us and them.

Would like to share again the finding from Annual Report;
While read Bj-Land Annual Report, 2019.
21. Long Term Borrowing, pg178;

The loan amount,
< 2 years has reduced from RM1,000 mil to RM407 mil;
> 5 years has up from RM176 mil to RM523 mil.

Similar trench also read from Bj-Corp Annual Report, 2019.
23. Long Term Borrowing, pg217;

The loan amount,
< 2 years has reduced from RM1,680 mil to RM774 mil;
> 5 years has up from RM298 mil to RM1,510 mil.

This indicate that the Group managed to restructure the financing from bank to much longer term.
This will release Group from repayment to bank for near future (< 2 years),
and could focus on built up best investment in the coming years.

Dear all,
Regardless of the poor market price of BjLand.

Pls be aware that BjLand have re-structured their loan scheme to long term loan structure.
This scheme have gave BjLand good timing for their Mega Plan here and there around the world.

For minority share-holders, we have no other choice to hold on and wait.
Once those Plans come through, the price will reflect the result.

Of course while the market have no faith on BjLand stock.
This gave golden opportunities for the Syndicate(s) to manipulate the share price.

Dear all,
Regardless of the poor market price of BjLand.

Pls be aware that BjLand have re-structured their loan scheme to lond term loan structure.
This scheme have gave BjLand good timing for our Mega Plan here and there around the world.

For minority share-holders, we have no other choice to hold on and wait.
Once those Plans come through, the price will reflect the result.

Kahkoeng
You could be right.
BjLand maybe is asking for close to USD350 mil to close the deal.
However, 350 is 200 above 150.
Amen.

Roundcateye.
BjLand initial plan was to invest 2.1 Trillion Won (RM7.0 Bil), it was halted at 2015.
Therefore, it was not invested as high as above.

Presently, BjLand seek for compensation of USD350 mil (RM1.3 Bil).
Prior to the above, VT had clarified at AGM, the former judge had suggested to pay USD150 mil + interest losses to BjLand. However, they disagreed, they want USD350 mil.

Quoted the news from Korea at 04-02-2020;

Some have agreed that a large framework has been reached and that detailed consultations are underway.

A JDC official said, “If you go to international litigation, both countries will not be productive. Yerae complex is a problem not only in JDC but also in Jeju and national level. "We are conducting all-round consultation and are doing our best to find the point of contact."

The best settlement shall be USD200 mil to USD250 mil.

We shall see.

While read Bj-Land Annual Report, 2019.
21. Long Term Borrowing, pg178;

The loan amount,
< 2 years has reduced from RM1,000 mil to RM407 mil;
> 5 years has up from RM176 mil to RM523 mil.

Similar trench also read from Bj-Corp Annual Report, 2019.
23. Long Term Borrowing, pg217;

The loan amount,
< 2 years has reduced from RM1,680 mil to RM774 mil;
> 5 years has up from RM298 mil to RM1,510 mil.

This indicate that the Group managed to restructure the financing from bank to much longer term.
This will release Group from repayment to bank for near future (< 2 years),
and could focus on built up best investment in the coming years.

Bj Land 2019-AR
While grant through Bj Land Annual Report, note 12, Non-Current Receivables.
Just notice that there are 3 major receivables contribute to RM1.358 Billion.
1. Receivables from GMOC disposal, RM508 mil;
2. Receivables from JDC Compensation, Jeju, RM504 mil;
3. Amounts owing by JV, RM265 mil. (Mainly Berjaya Hotay JV, operator of Sheraton Hotel).

As the Litigation and Arbitration of (1) and (2) are coming to the end; plus Bj Land lately have strong intention to exit Vietnam property market, to dispose off (3) is very possible.

Once the above 3 cases are closed in the near future, the cash inflow is of RM1.358 Billion.
Which is equivalent to 26.5 sen per Bj Land share.

Good news is GMOC case, tribunal shall hold the hearing at between 17 and 21 Dec 2019.

Bad news is the payment received may be only on Dec-2020, one year from mow.
Of course, this could be the worst worst case.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2.5 Significant accounting estimates and judgements (continued), pg 149.

(1) Critical judgements made in applying accounting policies (continued)
(d) Recoverability of balance cash consideration for the disposal of project by
Berjaya (China) Great Mall Co Ltd ("GMOC")(“Final Installment”)
As disclosed in Note 38(4), GMOC has initiated arbitration proceedings at Hong
Kong International Arbitration Court ("HKIAC") to seek the recovery of the Final
Instalment and accrued late payment interests as well as other reliefs from
Beijing SkyOcean International Holdings Limited ("Beijing SkyOcean") and the
guarantors, who are SkyOcean Holdings Group Limited and Mr Zhou Zheng
("GMOC Arbitration").

Based on the recent legal opinion obtained from its lawyers, it is highly probable
that GMOC will prevail against Beijing SkyOcean before the HKIAC. The
estimated duration of the arbitration proceedings and the enforcement of arbitral
award in the People's Republic of China has been reassessed to be about 3.5
years, which is to be completed by December 2020.

Hence, in accordance to MFRS 9:
Financial Instruments, GMOC has made a provision for additional
impairment of RMB12.93 million (equivalent to approximately RM7.87 million) to
account for the revised passage of time to recover the Final Instalment. The
Final Instalment has been reclassified as a non-current receivable as disclosed
in Note 10(c).

38. FINANCIAL GUARANTEES, CONTINGENT LIABILITIES AND MATERIAL LITIGATIONS
(CONTINUED)
(4) GMOC Project Arbitration Proceedings, pg 259.
The arbitral tribunal has since been constituted and the procedural timetable has been
determined by the tribunal for pre-trial preparations, including closing of pleadings, discovery of
documents and exchange of witness statements, etc. The Tribunal has decided to hold the
hearing in Hong Kong and the hearing dates are set between 17 and 21 December 2019.

Based on the legal opinion obtained from the company’s lawyers, it is highly probable that GMOC
will prevail against Beijing SkyOcean before the HKIAC.

leek, 38c cash deal not the best.
The best deal shall be share swap of BjCorp, with 30/38 as per Penta deal.

For VT to privatize BLand, his main concern is to convinced the above two major foreign fund managers to let go their shares with their reasonable exit prices.
With their holding cost of RM0.80 to RM1.25 per shares, carried from their purchased of BLand loan stocks of RM5.00 per ICULs, converted into BLand shares; then split into 4 shares from Therefore, the best solution for the two foreign fund managers to accept should be share swap via BCorp.
The latest share swap mode is 5 BCorp shares swap with 4 BLand shares (5x30 : 4x38).
If VT like to take private via cash, he got to pay much higher price for the fund managers to accept.
This method might not be an option for VT.

To Sengsoon,
You have made an very wrong assumption on 15% of BLand volume is 75,000,000 shares.
In fact it's 15% volume is of 750,000,000 shares. 10 times higher.
Nevertheless, there are 8.67% BLand shares were held by two foreign fund manager, Penta and Macquarie Bank Ltd., total 433,300,00 shares.
Therefore, retailer shares are 316,700,000 shares.

With the new Financial end closed at June, the next AGM will only be held on Dec-2019.
Therefore, the management may not face minority if the privatisation happen in these few months.

Bj Land KLS
Macquarie Bank Ltd. (Private Banking)
AS OF 18 JUL 2018
246.00m 4.92%
PENTA Investment Advisers Ltd. (Hong Kong)
AS OF 05 MAR 2019
166.19m 3.32%
Dimensional Fund Advisors LP
AS OF 31 MAY 2019
21.96m 0.44%
Dimensional Fund Advisors Ltd.
AS OF 30 NOV 2018
709.73k 0.01%

The Foreign investor holding at Bj Land can be found from Bj Land : KLS, profile

From the above, can confirm that there are total of 435.5 mil, 8.70% bj land were held by foreign.
Therefore, the balance of float shares in present marlet is only 328.66 mil, 6.62%.
30/07/2019 8:35 AM

Pls exclude the foreign fund from the round of sell down.
They will not act emotional as those retailers, the y have sit tight and pending for the final episode.
As mentioned, the fight are in between the Syndicate and a group of retailers.
For the retailers still stay, "United" together and hold tight shall be the only way to resist the impact.

At first, we cannot understand why the syndicate like to take over from all the hardcore holders?
1. However from the result we could conclude that there are still not so hardcore holders who has surrendered to them.
2. Historical result shown that, Bj Land had push up from 70c to RM6.00 in 2007-2008;
Present day, as low as 17.0c (x4 to compare to before share split), how high it can go?
3. If it can push up to, say at the previous high of RM6.80, which is RM1.70 after split.
4. Which means, every share they buy back from "non-hard core" share-holder, the return is 900%.
5. Wow !
6. Now we shall see why, why the price will drop like spiral even having with the good Q4 result.
7. Furthermore, have you noticed that this is the only quarter result not appear in any of the press financial news. Will it come with special intention from the board?

While everyday there are transaction of 10 mil to 20 mil shares,
the turnover is shall calc as :
10mil/328.66 mil = 3.0%
20mil/328.66 mil = 6.0%

From the past two months deal, we can see from the trend that there are all left hand to right hand.
They method is press out those in-confidence share holders from it's empire.

Bj Land KLS
Macquarie Bank Ltd. (Private Banking)
AS OF 18 JUL 2018
246.00m 4.92%
PENTA Investment Advisers Ltd. (Hong Kong)
AS OF 05 MAR 2019
166.19m 3.32%
Dimensional Fund Advisors LP
AS OF 31 MAY 2019
21.96m 0.44%
Dimensional Fund Advisors Ltd.
AS OF 30 NOV 2018
709.73k 0.01%

The Foreign investor holding at Bj Land can be found from Bj Land : KLS, profile

From the above, can confirm that there are total of 435.5 mil, 8.70% bj land were held by foreign.
Therefore, the balance of float shares in present marlet is only 328.66 mil, 6.62%.

Frankly speaking yesterday Bjland trade is obviously their in house game.
One side put on sell call of 24.5 for few hundred lots, the buyer side will take the sales call immediately; afterward another few hundred lots plot out again for sales.
Again, the selling and buying strength is almost equal and volume done in one day is 11 million.
However, this observation could not led us to the full story of when they will take action on Bjland and Bjcorp.

Gangnam
Don't spread wrong news in forum.
The ECRL new path have revert toward Ng Sembilan, no more pass through Bentong

Yup.
GMOC is a 51% subsidiary of BJLand.
My mistake.

In term of GMOC disposal, it had been disposed at Nov-2016, only payment mode split into two, first payment was paid at Nov-16 and second payment on Nov-17.
Further, both SkyOcean Holdings and Zhou are guarantors for the performance of the obligations by Beijing SkyOcean following the sale of the Great Mall.
This means the chances of recovery of the receivable is very secured.

In the former Bj Land AGM, the director reckoned that the negotiation on repayment from SkyOcean is positive; maybe the repayment could be in few installment instead of one off payment.

Ignissmia.
GMOC is 50:50 owned by BjLand and VT's private company.
Therefore, the impairment provision is not full of the RM500 mil ++, as 50% was private owned by VT.

Markmark

For Vietlott revenue & result.
You could read from,
Bj Crop Q3-2019, note A6, Segmental Information, Gaming Operations
minus (-)
Bj Land Q3-2019, note A6, Segmental Information, Gaming Operations

Revenue = RM 2,533.8 mil - RM 2,445.3 mil = RM 92.5 mil

Profit = RM 302.7 mil - RM 338.9 mil = ( RM 36.2 mil)

Pls note that the above is accumulated 9 mths result.

Therefore, predicted this FY-2019 Vietlott still run at loss.

At 13-March-2019, Penta Investment, however, ceased to be a substantial shareholder of Berjaya Corp after divesting 52.257 million shares, or 1.01%. To date, the offshore firm, Penta still owns 4.63% of Berjaya Corp.

While the identity of the seller and transaction price were not revealed, it was stated that it was a “direct business transaction to UBS Securities Malaysia Sdn Bhd”.

That's mean, there is no proven record that Penta has further disposing more Bj Corp shares at open market on 22-MArch-2019.

The strong volume of selling which attracted same volume of buying force in last Friday is strange.
It is even more obvious that at Monday and Tuesday while selling force drop to 20~30 millions, the buying force are not tuning out to chase for it.

This indicate that the buy-sell activities could be pre-arranged.

For the last two days, half of the market traded volume were done by VT's indirect company.

The 250 million shares could be good manipulating instruments in the near future.

Let's refresh what had VT say on 17-December-2018.

1. Disposal of Four Season Hotel at Kyoto, to release proceed of USD700~800 mil (RM2.8~3.0 billion); Bj Land received 50% of the proceeds, once the deal completed, he shall give out dividens. I strongly believe VT will give dividends on both Bj land & Bj corp; as the earning will be splitted into 50-50 basis.
2. The remaining proceeds shall be utilised as working capital of Four Season Hotel & Residences development at Okinawa. Another Meja Development with GDV of USD400 mil, to generate GSV of USD1.0 billion in 4 years.
3. Listing of Malaysia Hotels in Singapore Stock Exchange, SDX;
4. Then only call for de-listing of Bj Land.

As step 2, Okinawa development is long term plan, it will affect the de-listing exercise.

Therefore, we could ignore step 2.

Let say, step 1 take another 3 mths, it could complete at June-2019;
And step 3, listing Hotels at SDX maybe doen at July-Aug 2019;

Then de-listing of Bj Land could happen at Sept-2019, and completed before end 2019.

We have invested Bj Land first was due to their successful launch of Four Season Hotel at Kyoto.
After two three years waiting time, there were bad news on Bj Land at :
1. Jeju Resort, default by Korea government, JDC law suit of RM500mil ++ ;
2. China Great Mall (50% default payment), arbitration proceeding of RM660 million;
3. Exit of property development at Vietnam, BVIUT, BVFC, and one more Vietnamese Venture;
4. Another possible exit on Sheraton Hotel 50% ownership, value could be RM500 million;
4. Undissolved Court Case with Selangor State Government on Selangor Turf Club (STC), law suit over RM1.0 billion, and unable to start the Mega Development at Sg. Besi, est about RM12 billion.

As minority share holders, we are not able to participate on the negotiations between Group and the respective parties, we only could hope for the best deal.
However, as an investor, I always assume if I'm VT, which in past two years, aggressively accumulated his share holding to 85% and yet seeing the price stay at 26c.
What will be his feeling?

Further share swaps are no more possible for the remaining retailers as Bj Corp only mandate to issue additional 10% of Share Capital which is about 500 million shares, and Penta has taken 291 million.
After SC give special exemption for Bj Land public holding at slightly above 15%; the urgency to delist Bj Land is no longer the first priority.

Kahhoeng, you are refer to which bank ?

Reply to Gangam on Penta as a substantial shareholder (>5% so needs for public disclosure to Bursa on any sales or purchase).
Regret to inform that Penta has disclose it's cessation of substantial shareholder after disposal of 50 mil shares to UBS, at 13-March-2019.

Strange!

The company announcement has clearly disclose the actual status of the group to all shareholders.
Why investor got feeling that the owner is pressing the price.

B7(f) On BVIUT & BVFC Disposal, last paragraph stated that:

Together with the Proposed BVIUT Disposal and Proposed BVFC Disposal, the Group is also in
negotiations on the potential sale of another of its Vietnamese venture (“Proposed Vietnamese Venture Disposal”).

- This note has disclose that there is another Vietnamese Venture to be put on table with buyer.

B7(g) On T.P.C Development Ltd Disposal.

Proposed disposal of 75% of the capital of TPC Village at RM222.2 million; and fully settlement of advance owing to Bj Land total of RM298.20 million.

Total amount of RM520.4 million, which received 90%, RM467.64 million, as of 1-March-2019.

Subsequently, on 1 March 2019, the Company announced that all the conditions precedent under the Proposed TPC Village Disposal have been fulfilled and is now unconditional.

As the deal done beyond Q3-2019 ending of 31-Jan-2019, the good news have not been reflected on Q3 but will be captured in Q4-2019.

Pls note that this completed deal will contribute RM198.0 million of profit, which is 4sen per Bj Land share.

Why market respond differently from the said result ?

From Bj Land Q3-2019 Report:

B3 Future Prospects
The Directors expect the number forecast operation ("NFO") business to be satisfactory and that it will continue to maintain its market share for the remaining quarter of the financial year ending 30 April 2019. The performance of both hotels and resorts and property development business segments are expected to remain satisfactory.

The Group also expects to record a significant gain upon the successful disposal of the Proposed BVIUT Disposal, Proposed Vietnam Subsidiary Disposal and Proposed TPC Village Disposal as disclosed in Note B7(f) and (g).

Everyone ask who dump so much shares yesterday ?
On the other hand, we may ask who wait there to collect so much of stock at that day too ?

At the same day, VT buy 12 million shares from market.

What happens

My analysis on Bj Land Q3-2019 Result:

1. Statement of Cash-Flows
1.1 Operation cash-flow +140 mil
1.2 Investment cash-flow +255 mil (with Repayment from JV, TPC Village Vietnam)
1.3 Financing cash-flow -560 mil (with Nett Repayment to bank -315 mil)

With refer to Note B7-(g), note that Total payment has been received by TPC is of RM520 mil;
Another receivable of RM42 mil will be received on May-2019; and balance of RM11 mil will be received in later stage.

Conclusion is, Bj Land will declare good Q4-2019 result once the TPC Village disposal deal is completed on March-2019.
Further, we shall see future investment receivable of RM265 mil in Q4-2019.

We also notice that :
1. HR Owen has shown strong and steady returns since the pass few years.
2. Launching of Tropika Scheme at Bukit Jalil since March-2019 shall bring in steady income.

Pls refer to Penta transaction UBS on Bj Land shares prior to the deal with Bj Corp.
After they swap shares with Bj Corp, all parties just get back their shares.

Yesterday Penta was surrender back those Bj Corp shares to UBS who pass their Bj Land shares to Penta for them to deal with Bj Corp, with ratio of 1.26 times.
UBS just receive back their portion of shares from their agent who deal with Bj Corp.
There in't any out market buy/sell deal on this 50 million shares.

Yesterday Penta was surrender back those Bj Corp shares to UBS who pass their Bj Land shares to Penta for them to deal with Bj Corp, with ratio of 1.26 times.
UBS just receive back their portion of shares from their agent who deal with Bj Corp.
There in't any out market buy/sell deal on this 50 million shares.