AR Plusbhd 2002
AR Plusbhd 2002
AR Plusbhd 2002
financial
Statements
and
Contents
81 Directors’ Report
87 Statement by Directors
87 Statutory Declaration
89 Balance Sheets
91 Income Statements
The Directors present their annual report together with the audited financial statements of the Group and of the Company for the period
ended 31 December 2002.
PLUS is involved in the operation and maintenance of a tolled expressway network comprising the North-South Expressway, the New Klang
Valley Expressway, and a section of Federal Highway Route 2 in Peninsular Malaysia.
The flotation scheme involved an initial public offering resulting in the listing and quotation of the Company’s shares on the Main Board
of the Kuala Lumpur Stock Exchange on 17 July 2002.
The debt restructuring and flotation scheme of PLUS are described in the section on ‘Significant Events’ below.
financial results
Group Company
RM’000 RM’000
There were no material transfers to or from reserves or provisions during the financial period other than as disclosed in the Statements
of Changes in Equity.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial period have not been
substantially affected by any item, transaction or event of a material and unusual nature, other than the exceptional items disclosed in Note
33 to the financial statements.
share capital
The Company was incorporated on 29 January 2002 with an authorised share capital of RM100,000 and an issued and paid-up capital of
RM0.50 made up of 2 shares of RM0.25 each. Its authorised share capital was subsequently increased to RM2,500,000,000 on 16 May
2002 through the creation of 9,999.6 million ordinary shares at RM0.25 each.
During the financial period, the issued and fully paid-up share capital of the Company was increased to RM1,250,000,000 by the issue of
4,999.99 million ordinary share of RM0.25 each at par as consideration for the acquisition of the entire issued and paid-up share capital
at PLUS comprising 1,548.83 million ordinary share of RM1 each (see the section on ‘Significant Events’ below).
significant events
As stated above, the Company was incorporated pursuant to a debt restructuring scheme and a flotation scheme of PLUS, as a
consequence of which it became the owner of the entire equity shareholding in PLUS.
PLUS was incorporated in 1986 and under the terms of a concession awarded by the Government of Malaysia, has been involved in the
construction of and improvements to the expressway network, its maintenance, and toll road operations.
PLUS’s debt restructuring scheme and flotation scheme were preceded by agreements with the Government involving revised toll rate
structures, its tax exempt status and toll compensation arrangements. These are described in the following sections.
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million on its Government
Support Loan;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the Government Support
Loan, after (i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of compensation due
that would arise in each of the remaining Concession Years; such compensation would arise as the new toll rates which took
effect from 1 January 2002 are lower than the toll rates contemplated in the Supplemental Concession Agreement previously
entered into; and the arrangements have been formalised through a Second Supplemental Concession Agreement, and in the
manner described in (c) below, ‘Toll Compensation Arrangements’.
PLUS entered into a Third Supplemental Support Loan Agreement with the Government on 23 May 2002 in connection with the
exemption from the payment of interest on the Government Support Loan, as described in (i) and (ii) above.
(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from the tax exempt profits earned during
the five year tax exempt period from 2002 to 2006 referred to in (b) above;
(ii) deduction for interest that would have been payable to the Government on the Government Support Loan, had the Government
not waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions referred to in (i) and (ii)
above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
The SSCA provides that the payment of such tax amount shall not include any toll sharing to be paid to the Government (if
applicable), which shall continue to be carried forward for utilisation against future toll compensation amounts. Upon expiry of the
Concession Period, any amounts of tax payable and toll sharing amounts which have not been utilised under the compensation
arrangements referred to above are to be paid by PLUS to the Government. However, if there are any amounts due from the
Government upon expiry of the Concession Period, such amounts are to be unconditionally waived by PLUS.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for any Concession Year,
the SSCA provides that the amount of further compensation arising will be paid in full. Notwithstanding such compensation, the other
toll compensation arrangements pursuant to the SSCA will remain in effect.
Debt Restructuring
The Debt Restructuring involved inter alia:
(i) a renounceable rights issue of ordinary shares, whereby 316.25 million new PLUS shares of RM1.00 each were offered to
United Engineers (Malaysia) Berhad (“UEM”), its then immediate holding company, at an issue price of RM7.59 per share. UEM
renounced its rights to Khazanah Nasional Berhad and upon subscription by the party, raised approximately RM2,400 million;
(ii) the conversion of all the Redeemable Convertible Bonds (“RCBs”) in issue into 214.03 million new ordinary shares in PLUS at
a converted price of RM8.39 per share based on the values prescribed in the trust deed governing the RCBs;
(iii) the settlement of PLUS’s investment in UEM Bond, sale of PLUS’s investment in Renong SPV Bond to UEM, and full settlement
of a loan previously extended by PLUS to UEM, for aggregate proceeds of RM3,600 million; as a result, PLUS recognised a
one-time exceptional loss of RM4,239.5 million on 31 May 2002, and the RM3,600 million consideration received was utilised
for part-settlement of PLUS Bonds then in issue; in conjunction with the disposal of Renong SPV Bond, PLUS transferred its
special share held in Renong Debt Management Sdn Bhd, the issuer of Renong SPV Bond, to UEM;
(iv) the issuance of RM5,100 million Bai Bithaman Ajil Islamic Debt Securities (“BAIDS”) and utilisation of these proceeds to fully
settle the outstanding balances on the Commercial Loans of RM1,417.2 million and Serial Bonds of RM568.0 million, and the
remaining part of PLUS Bonds in issue of RM3,114.8 million;
(v) the conversion of 368,552,941 Non-cumulative Convertible Preference Shares of PLUS into an equivalent number of ordinary
shares of RM1.00 each;
(vi) extinguishment of special rights attached to the Special Share issued by PLUS, such that, it would rank pari passu with the
other ordinary shares of PLUS in issue;
(vii) approval by the High Court for the elimination of accumulated losses of RM3,185.0 million against the share premium account
arising from the issue of ordinary shares referred to in (i) and (ii) above;
(viii) an internal reorganisation by which the Company acquired the entire issued and paid up share capital of PLUS subsequent to
PLUS’s completion of the Debt Restructuring, and in exchange issued new ordinary shares as consideration. The share exchange
involved the issue of 4,999.99 million ordinary shares of RM0.25 each in the Company in exchange for 1,548.83 million ordinary
shares in PLUS. Accordingly, the Company’s issued share capital had increased from 2 ordinary shares of RM0.25 each to 5,000
million ordinary shares of RM0.25 each. Subsequent to the completion of the share exchange, PLUS became a wholly-owned
subsidiary of the Company;
Flotation Scheme
The Flotation Scheme involved the following:
(ix) The sale by UEM of 630,000,000 ordinary shares of RM0.25 each in the Company to Malaysian and foreign institutional
investors at an institutional offering price of RM2.55 per share determined by way of book-building;
(x) The non-renounceable restricted sale by UEM of 125,641,000 ordinary shares of RM0.25 each in the Company to previous UEM
Shareholders on the basis of one ordinary share for every four ordinary shares of RM0.50 each previously held in UEM, at the
restricted offering price of RM2.295 per share; and
(xi) The sale by UEM of 174,359,000 ordinary shares of RM0.25 each in the Company at the retail offering price of RM2.295 per
share, comprising:
(aa) 73,000,000 ordinary shares of RM0.25 each in the Company, to eligible employees and Directors of UEM Group, Renong
Group and Khazanah Nasional Berhad; and eligible users of ‘Touch ‘n Go’ (the electronic toll payment system used for
the expressways); and
(bb) 101,359,000 ordinary shares of RM0.25 each in the Company (and any shares not applied for under (aa) above), to
Malaysian retail investors, of which a minimum of 30% was set aside for Bumiputra applicants.
Upon the completion of the flotation scheme, the Company was officially listed on the Main Board of the Kuala Lumpur Stock
Exchange (“KLSE”) on 17 July 2002.
(e) Issue of RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds
On 20 December 2002, PLUS issued RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds (“BBA Serial Bonds”) on a
bought-deal basis, and raised net proceeds of RM1,148.93 million to fully redeem the outstanding Link Bonds in issue.
directors
The names of the Directors of the Company in office since the date of incorporation and at the date of this report are:
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim (Appointed w.e.f. 29.1.02)
Abdul Wahid bin Omar (Appointed w.e.f. 29.1.02)
Dato’ Idrose bin Mohamed (Appointed w.e.f. 21.2.02)
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid (Appointed w.e.f. 11.3.02)
Hassan bin Ja’afar (Appointed w.e.f. 18.3.02)
Dato’ Mohamed Azman bin Yahya (Appointed w.e.f. 3.5.02)
Tan Sri Razali bin Ismail (Appointed w.e.f. 6.5.02)
Datuk K. Ravindran s/o C. Kutty Krishnan (Appointed w.e.f. 6.5.02)
Geh Cheng Hooi (Appointed w.e.f. 20.5.02)
Neither at the end of the financial period, nor at any time during that period, did there subsist any arrangement to which the Company is a
party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate, other than as result of the subscription of shares in conjunction with the flotation referred to in the section on ‘Significant Events’.
Tan Sri Dato’ Mohd Sheriff bin Mohd Kassim 1 50,000 (1) 50,000
Abdul Wahid bin Omar 1 40,000 (1) 40,000
Dato’ Idrose bin Mohamed — 40,000 — 40,000
YM Professor DiRaja Ungku Abdul Aziz bin Ungku Abdul Hamid — 40,000 — 40,000
Hassan bin Ja’afar — 40,000 — 40,000
Dato’ Mohamed Azman bin Yahya — 40,000 — 40,000
Tan Sri Razali bin Ismail — 40,000 — 40,000
Datuk K. Ravindran s/o C. Kutty Krishnan — 40,000 — 40,000
Geh Cheng Hooi — 40,000 — 40,000
Since the date of incorporation, no Director has received or become entitled to receive any benefits (other than a benefit included in the
aggregate amount of emoluments received or due and receivable by the Directors as disclosed in the financial statements or the fixed
salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any Director
or with a firm of which the Director is a member or with a company in which the Director has a substantial financial interest, required to
be disclosed by Section 169(8) of the Companies Act 1965.
In accordance with Section 129(2) of the Companies Act 1965, YM Professor DiRaja Ungku Abdul Aziz, having already attained the age of
70, shall vacate the office of Director of the Company. However, pursuant to Section 129(6), he may be re-appointed by a resolution passed
by a majority of not less than three-fourths of such number of shareholders of the Company entitled to vote at a general meeting of the
Company. The appointment to hold office shall be until the next Annual General Meeting of the Company. A resolution to re-appoint him
as Director of the Company will be proposed at the forthcoming Annual General Meeting.
holding company
The Directors regard United Engineers (Malaysia) Berhad, a company incorporated in Malaysia which owns 46.4% of the equity, as the
immediate holding company.
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts and satisfied themselves that there were no known bad debts and that adequate provision had been made for doubtful
debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary
course of business had been written down to an amount which they might be expected so to realise.
(i) it necessary to write off any debts or the amount of the provision for doubtful debts in the Group and the Company inadequate
to any substantial extent; and
(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the
existing method of valuation of assets and liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial
statements of the Group and of the Company which would render any amount stated in the consolidated financial statements and
financial statements misleading.
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial period which secures
the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial period.
(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial period which will or may affect the ability of the Group and of the Company to meet its
obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial period
and the date of this report which is likely to affect substantially the results of the Group and of the Company for the financial
period in which this report is made.
auditors
The auditors, Ernst & Young, have expressed their willingness to accept reappointment.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM ABDUL WAHID BIN OMAR
Director Director
We, TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM and ABDUL WAHID BIN OMAR, being two of the Directors of PLUS
EXPRESSWAYS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages 89 to 134 are
drawn up in accordance with applicable Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2002 and of the results of the Group and of the Company
for the year then ended; and
(ii) the cash flows of the Group and of the Company for the year ended 31 December 2002.
TAN SRI DATO’ MOHD SHERIFF BIN MOHD KASSIM ABDUL WAHID BIN OMAR
Director Director
statutory declaration
pursuant to section 169(16) of the Companies Act, 1965
I, ABDUL WAHID BIN OMAR, the Director primarily responsible for the financial management of PLUS EXPRESSWAYS BERHAD, do
solemnly and sincerely declare that the financial statements set out on pages 89 to 134 are in my opinion correct, and I make this solemn
declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Before me,
We have audited the financial statements set out on pages 89 to 134. These financial statements are the responsibility of the Company’s
Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall presentation of
the financial statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act 1965 and applicable
Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2002 and of the results and the cash flows of the
Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act 1965 to be dealt with in the consolidated financial statements and
financial statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiary company
have been properly kept in accordance with the provisions of the Act.
We are satisfied that the financial statements of the subsidiary that have been consolidated with the financial statements of the Company
are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have
received satisfactory information and explanations required by us for those purposes.
The auditor’s report on the financial statements of the subsidiary was not subject to any qualification material to the consolidated financial
statements and did not include any comment required to be made under Section 174(3) of the Act.
In forming our opinion, we have considered the adequacy of the disclosure made in Note 3(b) to the financial statements concerning the
Directors having considered legal, valid, binding and enforceable the Government’s agreement of the subsidiary tax exempt status, and
pending the required Ministerial Order, that the subsidiary would have a legal and valid defence against any income tax that may be
assessed upon it for income in respect of the tax exempt period. In view of the significance of this matter, we consider that the disclosure
should be brought to your attention. Our opinion is not qualified in this respect.
Proforma
Group Group Company
2002 2001 2002
Note RM’000 RM’000 RM’000
CURRENT ASSETS
Toll Compensation recoverable from the Government of Malaysia 11 286,896 — —
Sundry receivables, deposits and prepayments 12 9,704 9,033 —
Amounts owing by related companies – trade transactions 9 3,661 29,025 —
Short term deposits with licensed banks 13 924,789 549,102 —
Cash and bank balances 13 5,268 13,852 1
1,230,318 601,012 1
CURRENT LIABILITIES
Trade payables 38,930 16,372 —
Sundry payables and accruals 14 54,554 51,401 209
Amount owing to immediate holding company – trade transactions 9 17,449 21,813 109
Amounts owing to related companies – trade transactions 9 80,656 50,248 —
Amount owing to subsidiary – non trade transactions 9 — — 7,523
Borrowings 15 — 646,204 —
BAIDS 16 100,000 — —
Fixed Rate Serial Bonds 23 — 144,000 —
Taxation — 9,328 —
Proforma
Group Group Company
2002 2001 2002
Note RM’000 RM’000 RM’000
FINANCED BY:
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
Note RM’000 RM’000 RM’000
GROUP
COMPANY
* The Company was incorporated on 29 January 2002 with an issued and paid-up capital of RM0.50 made up of 2 shares of RM0.25 each.
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Adjustment for:
Depreciation of Property, Plant and Equipment 8,443 7,970 —
Property, Plant and Equipment written off 6 71 —
Amortisation of Expressway Development Expenditure 70,400 105,031 —
Amortisation of Heavy Repairs 59,430 50,074 —
Write off of Systems Development Expenditure — 6,855 —
Provision for retirement benefits 1,401 1,529 —
Allowance for doubtful debts 2,314 — —
Gain on disposal of Property, Plant and Equipment (1,081) (1,359) —
Profit element on BAIDS and BBA Serial Bonds 183,143 — —
Interest expense on Borrowings and Bonds 625,132 1,535,658 —
Interest income from UEM Bond & Renong SPV Bond (291,706) (761,462) —
Interest income from Loan to immediate holding company (1,656) (3,780) —
Interest income from Short Term Deposits (21,447) (17,111) —
Toll compensation recoverable from Government, net of Toll Sharing (286,896) — —
Exceptional Items 2,510,313 — —
2,857,796 923,476 —
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Cash and cash equivalents at the beginning of the period 532,417 376,712 —
Cash and cash equivalents at the end of the period 930,057 532,417 1
930,057 562,954 1
Bank overdraft 15 — (30,537) —
The restrictions applicable to the above cash and cash equivalents are referred to Notes 4(l), 15, 16, 21 and 28 to the financial statements.
1 general
PLUS Expressways Berhad (‘PLUS Expressways’ or ‘the Company’) was incorporated on 29 January 2002 pursuant to a debt
restructuring scheme and a flotation scheme of Projek Lebuhraya Utara-Selatan Berhad (“PLUS”), as a consequence of which it
became the owner of the entire equity shareholding in PLUS.
PLUS is involved in the operation and maintenance of a tolled expressway network comprising the North-South Expressway, the
New Klang Valley Expressway, and a section of Federal Highway Route 2 in Peninsular Malaysia.
The flotation scheme involved an initial public offering resulting in the listing and quotation of the Company’s shares on the Main
Board of the Kuala Lumpur Stock Exchange on 17 July 2002.
The debt restructuring and flotation scheme of PLUS are described in Note 3, ‘Significant Events’ below.
Subsequently, UEM and PLUS entered into a Novation Agreement with the Government dated 20 July 1988 whereby, with the
approval of the Government, UEM assigned its rights and transferred its liabilities and obligations under the Concession Agreement
to PLUS.
PLUS was incorporated in 1986 and under the terms of a concession awarded by the Government of Malaysia, has been involved
in the construction of and improvements to the expressway network, its maintenance, and toll road operations.
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government for an extension of the
Concession Period to 31 May 2030. Additionally, toll rate structures were revised and toll revenue sharing arrangements were
established between the parties.
On 11 May 2002, PLUS entered into a Second Supplemental Concession Agreement (“SSCA”) with the Government whereby toll
rate structures were further revised for the remaining period of the Concession Agreement and toll compensation and set-off
arrangements were established between the parties. The new toll rate structures are as follows:
(i) increase of Class 1 toll rate by 10% from 11.24 sen/km to 12.36 sen/km, which will be in force from 1 January 2002 until
31 December 2004;
(ii) scheduled increases of Class 1 toll rate by 10% every 3 years thereafter.
Toll rates for other classes of vehicles are determined based on pre-set factors by reference to rates applicable to Class 1 vehicles.
Details of the compensation and set-off arrangement and other relevant matters in relation to PLUS agreeing to the lower toll rate
structures are set out in Note 3, ‘Significant Events’.
PLUS’s debt restructuring scheme and flotation scheme were preceded by agreements with the Government involving revised toll
rate structures, its tax exempt status and toll compensation arrangements. These are described in the following sections.
(i) to waive PLUS’s obligation to pay the interest accrued to 1 January 2002 amounting to RM1,729.22 million on its
Government Support Loan;
(ii) to waive PLUS’s obligation to pay interest on the remaining principal amount of RM750 million on the Government
Support Loan, after (i) above; and
(iii) to address the manner in which the Government would discharge its liability in respect of the amount of compensation
due that would arise in each of the remaining Concession Years; such compensation would arise as the new toll rates
which took effect from 1 January 2002 are lower than the toll rates contemplated in the SCA previously entered into;
and the arrangements have been formalised through the SSCA, and in the manner described in (c) below, ‘Toll
Compensation Arrangements’.
PLUS entered into a Third Supplemental Support Loan Agreement with the Government on 23 May 2002 in connection with
the exemption from the payment of interest on the Government Support Loan, as described in (i) and (ii) above.
(i) deduction for the notional tax on dividends that PLUS will declare and pay (if any) from the tax exempt profits earned
during the five year tax exempt period from 2002 to 2006 referred to in (b) above;
(ii) deduction for interest that would have been payable to the Government on the Government Support Loan, had the
Government not waived PLUS from its obligation to pay such interest;
(iii) set-off of PLUS’s income tax liabilities against such compensation due to PLUS after the deductions referred to in (i)
and (ii) above; and
(iv) set-off of any Toll Sharing Amount due to the Government against the resultant from (iii) above.
Under the SSCA, in any Concession Year after the tax exempt period, if there is any tax amount owing by PLUS to the
Government after taking into consideration the adjustments referred to in (i), (ii) and (iii) above, PLUS shall pay such tax
amount owed by it to the Government in cash.
In the event that the Government imposes a toll rate which is lower than the toll rates stated in the SSCA for any Concession
Year, the SSCA provides that the amount of further compensation arising will be paid in full. Notwithstanding such
compensation, the other toll compensation arrangements pursuant to the SSCA will remain in effect.
Debt Restructuring
The Debt Restructuring involved inter alia:
(i) a renounceable rights issue of ordinary shares, whereby 316.25 million new PLUS shares of RM1.00 each were offered
to UEM, its then immediate holding company, at an issue price of RM7.59 per share. UEM renounced its rights to
Khazanah Nasional Berhad and upon subscription by the party, raised approximately RM2,400 million;
(ii) the conversion of all the Redeemable Convertible Bonds (“RCBs”) in issue into 214.03 million new ordinary shares in
PLUS at a converted price of RM8.39 per share based on the values prescribed in the trust deed governing the RCBs;
(iii) the settlement of PLUS’s investment in UEM Bond, sale of PLUS’s investment in Renong SPV Bond to UEM, and full
settlement of a loan previously extended by PLUS to UEM, for aggregate proceeds of RM3,600 million; as a result, PLUS
recognized a one-time exceptional loss of RM4,239.5 million on 31 May 2002, and the RM3,600 million consideration
received was utilized for part-settlement of PLUS Bonds then in issue; in conjunction with the disposal of Renong SPV Bond,
PLUS transferred its special share held in Renong Debt Management Sdn Bhd, the issuer of Renong SPV Bond, to UEM;
(iv) the issuance of RM5,100 million Bai Bithaman Ajil Islamic Debt Securities (“BAIDS”) and utilisation of these proceeds
to fully settle the outstanding balances on the Commercial Loans of RM1,417.2 million and Serial Bonds of RM568.0
million, and the remaining part of PLUS Bonds in issue of RM3,114.8 million;
(v) the conversion of 368,552,941 Non-cumulative Convertible Preference Shares of PLUS into an equivalent number of
ordinary shares of RM1.00 each;
(vi) extinguishment of special rights attached to the Special Share issued by PLUS, such that, it would rank pari passu with
the other ordinary shares of PLUS in issue;
(vii) approval by the High Court for the elimination of accumulated losses of RM3,185.0 million against the share premium
account arising from the issue of ordinary shares referred to in (i) and (ii) above;
(viii) an internal reorganisation by which PLUS Expressways acquired the entire issued and paid-up share capital of PLUS
subsequent to PLUS’s completion of the Debt Restructuring, and in exchange issued new PLUS Expressways ordinary
shares as consideration. The share exchange involved the issue of 4,999.99 million ordinary shares of RM0.25 each in
PLUS Expressways in exchange for 1,548.83 million ordinary shares in PLUS. Accordingly, PLUS Expressways’ issued
share capital had increased from 2 ordinary shares of RM0.25 each to 5,000 million ordinary shares of RM0.25 each.
Subsequent to the completion of the share exchange, PLUS became a wholly-owned subsidiary of PLUS Expressways;
Other than the issue of BAIDS, the Debt Restructuring described above was effected via a Scheme of Arrangement under
Section 176 of the Companies Act.
(ix) The sale by UEM of 630,000,000 ordinary shares of RM0.25 each in PLUS Expressways to Malaysian and foreign
institutional investors at an institutional offering price of RM2.55 per share determined by way of book-building;
(x) The non-renounceable restricted sale by UEM of 125,641,000 ordinary shares of RM0.25 each in PLUS Expressways
to previous UEM Shareholders on the basis of one PLUS Expressways ordinary share for every four ordinary shares of
RM0.50 each previously held in UEM, at the restricted offering price of RM2.295 per share; and
(xi) The sale by UEM of 174,359,000 ordinary shares of RM0.25 each in PLUS Expressways at the retail offering price of
RM2.295 per share, comprising:
(aa) 73,000,000 ordinary shares of RM0.25 each in the Company, to eligible employees and Directors of UEM Group,
Renong Group and Khazanah Nasional Berhad; and eligible users of ‘Touch ‘n Go’ (the electronic toll payment
system used for the expressways); and
(bb) 101,359,000 ordinary shares of RM0.25 each in PLUS Expressways (and any shares not applied for under (aa)
above), to Malaysian retail investors, of which a minimum of 30% was set aside strictly for Bumiputra applicants.
Upon the completion of the flotation scheme, PLUS Expressways was officially listed on the Main Board of the Kuala Lumpur
Stock Exchange (“KLSE”) on 17 July 2002.
(e) Issue of RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds
On 20 December 2002, PLUS issued RM2,260 million nominal value of Bai Bithaman Ajil Serial Bonds (“BBA Serial Bonds”)
on a bought-deal basis, and raised net proceeds of RM1,148.93 million to fully redeem the outstanding Link Bonds in issue.
With reference to the ‘Significant Events’ detailed in Note 3, the preparation of the financial statements of the Group for period
ended 31 December 2002 has taken account of the following:
(i) the waiver received from the Government of PLUS’s obligation to pay interest accrued to 1 January 2002 on the
Government Support Loan, and from the obligation to pay interest on the remaining principal amount thereafter;
(ii) toll compensation arrangements as set out in the SSCA;
(iii) the tax exemption status granted by the Government for a five year period commencing 2002; and
(iv) the Debt Restructuring which was completed on 31 May 2002.
These events did not, however, have any effects on the preparation of the comparative financial statements of the proforma
group presented in respect of the year ended 31 December 2001.
Where the carrying amount, inclusive of capitalised borrowing costs, if applicable, of an asset exceeds its recoverable amount, such
excess is written down or adjusted for as a provision for impairment, through an appropriate charge to the income statement.
Depreciation is provided for on a straight line basis over the estimated useful lives of the property, plant and equipment.
The annual rates of depreciation are as follows:
%
Aircraft 12
Motor Vehicles 20
Furniture and Fittings 20
Office Equipment 20
Computers 20
Telecommunication System 20
Operation Tools and Equipment 20
Buildings 2
The amortisation formula applied in the preparation of the financial statements for the period to arrive at accumulated
amortisation as at the balance sheet date is as follows:
It is the Group’s accounting policy to normally account for changes in estimates which affect the calculation of
accumulated amortisation, in the amortisation for the financial period in which the change arises. However, the changes
that arose with the implementation of a previous debt restructuring scheme in 1999 were considered fundamental
changes to the relationships between revenues and costs associated with the Concession. The amortisation formula was,
therefore, revised on a prospective basis with effect from 1 January 1999 as described above.
The projected toll revenues used for the purposes of the amortisation calculations for the period ended 31 December
2002 are based on the aggregate of the actual revenues for Concession Years 1999 to 2002, and base case traffic
volume projections for the remainder of the extended Concession Period ending May 2030 prepared by independent
Traffic Consultants in January 2002 using the new toll rate structures described in Note 3. In addition to the projected
toll revenue, PLUS has incorporated the projected toll compensation revenue to the end of the concession period arising
from the toll compensation arrangements described in Note 3 in the amount of projected toll revenue.
(f) Impairments
The carrying amounts of the Group’s and Company’s assets and inventories are reviewed at each balance sheet date to
determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is
estimated and an impairment loss is recognised whenever the recoverable amount is less than the carrying amount of the
asset. The impairment loss is recognised in the Income Statement immediately.
All reversals of impairment losses are recognised as income immediately in the Income Statement. An impairment loss is
only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment had been recognised.
BAIDS are initially recognised at cost, being the fair value of the consideration received. After initial recognition, the profit
element attributable to the BAIDS in each period is recognised as an expense at a constant rate to the maturity of each series
respectively. Further details of the BAIDS in issue are disclosed in Note 16.
BBA Serial Bonds were initially stated at cost, being the fair value of the consideration received. The profit element on the
BBA Serial Bonds is recognised as an expense and accreted to the principal amount at a constant rate to the maturity of
each series respectively. Further details of BBA Serial Bonds are disclosed in Note 21.
Financial instruments are classified as liabilities or equity in accordance with the substance of the respective contractual
arrangements. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported as
expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net
basis or to realise the asset and settle the liability simultaneously.
The scheme is unfunded and the provision represents full liabilities based on the length of service of the personnel
concerned, at contracted rates.
PLUS also contributes to the statutory Employees Provident Fund in accordance with applicable statutory rates.
(k) Investments
The investments in subsidiary companies are stated at cost in the financial statements of the Company, unless in the opinion
of the Directors, there has been a diminution or impairment in value, in which case provision will be made for diminution.
Investment in Bonds are stated at cost plus accreted interest, adjusted for settlement of cash coupon, less any provision that
may be required for diminution or impairment in value. The accretion of interest on bond investments is recognised as
interest income on the basis of their underlying yields. Pursuant to the Debt Restructuring, PLUS has disposed of its
investments in bonds during 2002 in conjunction with the Debt Restructuring referred to in Note 3.
COST
At 1 January 2002 23,587 8,541 17,846 35,284 6,480 3,843 95,581
Additions 761 — 5,956 1,530 — — 8,247
Disposals (2) — (2,481) — — — (2,483)
Written off (312) — (32) (12,523) (15) — (12,882)
Adjustments for over accrual (35) — — (963) — — (998)
ACCUMULATED DEPRECIATION
At 1 January 2002 18,674 91 14,357 29,564 5,683 314 68,683
Charge for the period 2,564 1,090 2,019 2,217 476 77 8,443
Disposals (1) — (2,481) — — — (2,482)
Written off (309) — (32) (12,520) (15) — (12,876)
COST
At 1 January 2001 23,366 — 17,870 33,052 6,439 3,843 84,570
Additions 773 8,541 2,743 2,297 47 — 14,401
Disposals (4) — (2,767) — — — (2,771)
Written off (548) — — (65) (6) — (619)
ACCUMULATED DEPRECIATION
At 1 January 2001 16,153 — 15,182 27,405 5,032 237 64,009
Charge for the year 3,003 91 1,922 2,224 653 77 7,970
Disposals (1) — (2,747) — — — (2,748)
Written off (481) — — (65) (2) — (548)
6 concession assets
Proforma
Group Group
2002 2001
RM’000 RM’000
8,654,047 8,547,060
31 December 2002
Cost
At beginning of the period 2,951,177 3,152,214 6,103,391
Settlement (2,951,177) (3,152,214) (6,103,391)
Accreted Interest
At begining of the period 679,157 725,422 1,404,579
Accretion to settlement 141,088 150,618 291,706
Settlement (820,245) (876,040) (1,696,285)
— — —
— — —
31 December 2001
Cost
At beginning of the period 2,951,177 4,309,573 7,260,750
Redemption during the period — (1,157,359) (1,157,359)
On 31 May 2002, PLUS recognised an aggregate exceptional loss of RM4,239.5 million (Note 33) upon the settlement of the
Renong SPV Bond and UEM Bond.
Effective
Equity Interest
Name Principal Activity 2002 2001
Projek Lebuhraya Utara-Selatan Berhad Construction, operation and maintenance of the tolled 100% —
North-South Interurban Expressway, New Klang Valley
Expressway and a section of the Federal Highway Route 2.
The investment is stated at cost in the Company’s financial statements. Cost reflects the nominal value of shares issued by the
Company for the acquisition.
44,732 43,076
Repayment during the period (44,732) —
— 43,076
Pursuant to the Debt Restructuring referred to in Note 3(d)(iii), the carrying amount of the UEM Loan of RM44.7 million was
fully repaid in cash on 31 May 2002.
The short-term portion of the amount owing to UEM is trade in nature and non-interest bearing.
The long-term portion of the amount owing to UEM of RM6,884,880 is non-interest bearing and is payable only after PLUS
has repaid all amounts borrowed from financial institutions and the Government of Malaysia.
70,322 70,322 —
Proforma
Group Group Company
2002 2001 2002
RM’000 RM’000 RM’000
286,896 —
The amount of toll compensation recoverable and the set-off of the toll sharing amount are based on the toll compensation
arrangements as described in Note 3(c).
4,511 3,479
Deposits and prepayments 5,193 5,554
9,704 9,033
13 short term deposits with licensed banks, cash and bank balances
The use of the balances is subject to the restrictions set out in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
15 borrowings
Principal and Repayable Repayable
Capitalised within after
Interest 12 months 12 months
Group RM’000 RM’000 RM’000
31 December 2002
962,000 — 962,000
31 December 2001
The maturity profile of borrowings is analysed in Note 27, ‘Maturity Profile of Bonds and Borrowings’.
In conjunction with a previous debt restructuring scheme undertaken in 1999, PLUS entered into the Second Supplemental
Support Loan Agreement (‘SSSLA’) with the Government in connection with the issue of RM900 million (in present day value
at the issue date) Link Bonds to a related company, Hartanah Lintasan Kedua Sdn Bhd, in satisfaction of the proposed
assumption by another related company, Linkedua (Malaysia) Berhad, of RM900 million of PLUS’s Government Support Loan.
The Link Bonds did not involve cash inflows or outflows to PLUS upon issue and have been represented, based on the
SSSLA, to be issued on 1 September 1999, with a corresponding reduction in the Government Support Loan. However, the
Link Bonds were issued only on 21 June 2000 from which date the Link Bonds are accreted at the agreed yield, and the
interest on the Government Support Loan was capitalised at the resulting reduced balance.
Upon issue of the Link Bonds on 21 June 2000, PLUS’s obligation in respect of the RM900 million principal portion of the
Government Support Loan was correspondingly reduced. However, the interest cost capitalised up to the date of issue of the
Link Bonds, which became an obligation of PLUS until the interest exemption described above, bore interest of 10% per
annum capitalised semi-annually, and was to be repayable from 2011 to 2020 in 20 equal semi-annual instalments.
The applicable repayment terms on PLUS’s balance of the Government Support Loan as at 31 December 2002 and 31
December 2001 are summarised as follows:
2002 2001
750,000 2,479,223
The interest rates applicable to 1 January 2002 were 8% per annum capitalised annually, and 10% per annum capitalised
semi-annually for the respective amounts. Subsequent to 1 January 2002, the RM750 million balance is interest-free as
described above.
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
However, on 23 May 2002, PLUS entered into a Supplemental Additional Support Loan Agreement for, inter alia, the creation
of security for the loan, with such security ranking on a subordinated basis to certain other borrowings of PLUS following
completion of PLUS’s Debt Restructuring.
The loan has been fully drawndown and is repayable as one bullet repayment on 2 January 2024.
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
15 borrowings (cont’d.)
15.3 Commercial Loans
The Commercial Loans were fully settled on 31 May 2002 pursuant to the Debt Restructuring, as referred to in Note 3(d)(iv).
The effective interest rates during the period prior to the settlement of the commercial loans on 31 May 2002 ranged between
6.31% and 10.25% (2001: 6.47% to 10.25%) per annum.
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
5,100,000 —
The BAIDS are constituted by a Trust Deed dated 23 May 2002 made by PLUS and the Trustee for the holders of the BAIDS.
As referred to in Note 3(d)(iv), PLUS issued RM5,100 million of BAIDS on 31 May 2002. The BAIDS are negotiable non-interest
bearing secured Primary Bonds together with non-detachable Secondary Bonds. The Primary Bonds were issued in 15 series, with
maturities commencing from 2003 to 2017.
Each series of the BAIDS is divided into a specific number of Primary Bonds in face value of RM1 million each to which shall be
attached an appropriate number of Secondary Bonds, the face value of which represents the semi-annual profit of the bonds. The
Secondary Bonds are redeemable every six months commencing six months after the issue date. The face value of the Secondary
Bonds are computed based on the profit rates specified for each series of the Primary Bonds, i.e. from 3.40% to 7.50% per annum.
The terms of the BAIDS contain various covenants, including the following:
(i) PLUS must maintain a Finance Service Coverage Ratio of at least 2.75 times on each calculation date, being 31 December
and 30 June in each year, or such other date in respect of any calculation required to be made prior to any payment of
dividend or distribution, or any advances;
(ii) PLUS must maintain a Finance Service Reserve Account (“FSRA”) during the tenure of the BAIDS which has a minimum
balance equivalent to the next 12 months’ finance service due under the BAIDS. The amount therein may be withdrawn to
meet any payment under the BAIDS, provided always that PLUS shall transfer monies into such account within 30 days from
such withdrawal to maintain the minimum balance described above; and
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BAIDS, that is the Cost Portion of
Sale Portion, and the profit element next due will become immediately due and payable.
17 share capital
Group and
Company
2002
RM’000
Authorised:
400,000 ordinary shares of RM0.25 each at beginning of the period 100
9,999,600,000 ordinary shares of RM0.25 each created during the period 2,499,900
The share capital of the Group has been restated for the issuance of shares for the acquisition of the subsidiary company as if
the subsidiary company has been owned throughout the current and preceding financial periods. Accordingly, the proforma share
capital in respect of the Group for the comparative period has been stated as RM1,250 million.
18 capital reserve
Proforma
Group Group
2002 2001
RM’000 RM’000
Non-distributable:
461,138 10,000
The movements in the capital reserves are shown in the statements of changes in equity.
The Capital Redemption Reserve was created upon the redemption by PLUS of Redeemable Convertible Cumulative Preference
Shares in 1999.
Share premium of the Group represents the premium arising from the rights issue and the conversion of the RCBs as referred to
in Note 3.
19 merger reserve/(deficit)
The difference between the nominal value of share of the Company issued as consideration and the nominal value of the shares
acquired has been classified as a merger reserve/(deficit). The merger deficit as at 1 January 2002 is reflected as the subsidiary
company had accumulated losses and did not have sufficient reserve for set-off.
The analysis of the Group’s results before and after 31 May 2002, the effective date of merger, is as follows:
Pursuant to the Scheme of Arrangement under Section 176 of the Companies Act 1965, as approved by the High Court, the entire
amount of accumulated losses of PLUS as at 31 May 2002 of RM3,185 million was eliminated against the share premium arising
from the issue of ordinary shares.
By virtue of the terms of PLUS’s tax exemption (see Note 3(b)), the entire revenue reserve of PLUS as at 31 December 2002 is
distributable as tax exempt dividends.
The distributability of the Revenue Reserve of the Group is subject to the restrictions set out in Note 28, ‘Security Arrangements
of Borrowings and Bonds’.
1,151,275 —
The BBA Serial Bonds are constituted by a Trust Deed dated 11 December 2002 made by PLUS and the Trustee for the holders
of the BBA Serial Bonds.
As referred to in Note 3(e), PLUS issued RM2,260 million of BBA Serial Bonds on 20 December 2002. The BBA Serial Bonds are
negotiable non-interest bearing secured Bonds in bearer form evidencing a promise by PLUS to pay stated sums on specified dates.
The Bonds are issued in 12 series with tenures from 8.5 years to 14 years from the date of issue.
The relevant details of the security arrangements are stated in Note 28, ‘Security Arrangements of Borrowings and Bonds’.
The terms of the Trust Deed prescribes that in the event of default, the nominal amount of the BBA Serial Bonds, that is the Asset
Sale Price, will become immediately due and payable.
1,148,462 1,044,725
Redemption (1,148,462) —
— 1,044,725
The Link Bonds were fully redeemed during the period, as referred to in Note 3(e).
The Link Bonds had previously borne a yield to maturity of 10% per annum.
31 December 2002 — — —
The Fixed Rate Serial Bonds were fully repaid during the period in conjunction with the Debt Restructuring, as referred to in Note 3.
The Fixed Rate Serial Bonds had previously borne interest from 9.75% to 9.90% (2001: 9.75% to 9.90%) per annum.
— 7,211,190
— 1,659,518
— 8,870,708
The PLUS Bonds were fully settled during the period in conjunction with the Debt Restructuring, as referred to in Note 3(d).
The PLUS Bonds had previously borne a yield to maturity of 9.4% per annum, compounded semi-annually.
RCBs
– Tranche 1 132,500 132,500
– Tranche 2 1,256,500 1,256,500
1,389,000 1,389,000
345,889 320,428
1,734,889 1,709,428
Conversion to ordinary shares (1,734,889) —
— 1,709,428
The RCBs were converted into ordinary shares during the period in conjunction with the Debt Restructuring, as referred to in Note 3(d)(ii).
The RCBs had previously borne a yield to maturity of 9.4% per annum, compounded semi-annually.
26 deferred liabilities
Deferred liabilities comprises fees received in advance for future maintenance expenditure to be incurred, in consideration for right-
of-way granted by PLUS, analysed as follows:
Proforma
Group Group
2002 2001
RM’000 RM’000
35,417 33,284
Between Between
Within 1 and 2 3 and 5 After 5
1 Year Years Years Years Total
Note RM’000 RM’000 RM’000 RM’000 RM’000
31 December 2002
31 December 2001
Note 3(d) refers to the refinancing of the Link Bonds and Debt Restructuring that involved the early repayment, redemption and
conversion of the above Bonds and Borrowings.
(a) An assignment and charge (ranking first in point of security) over the Toll Amounts, Credit Balances and Additional
Project Accounts (save and except in respect of the Additional Toll Revenue Account, it would exclude the ELITE
Amount) and PLUS Amount (except for the Charged Amount);
(b) An assignment (ranking first in point of security) of the rights over the Concession, Construction Guarantees (other
than the Performance Bonds), Construction Contracts and Insurances;
(c) A debenture over the fixed and floating assets of PLUS (other than Security interest already covered under (a) and (b)
above, Support Loan Account, the Performance Bonds, the Performance Bonds Proceeds Account, the Charged Amount
and the BBA Security Account);
(d) An assignment (ranking first in point of security) over PLUS’s rights, title and interest in the Additional Project
Agreements; and
(e) An assignment (ranking second in point of security after the Government) over the Performance Bonds and
Performance Bonds Proceeds Account.
The Security Trustee shall hold the benefit of the Designated Debt Security for the benefits of the Designated Debts ranking
amongst themselves in the following manner:
(a) ranking first, the BAIDS, Existing Debts and the Government Support Loan shall rank pari passu amongst themselves; and
(b) ranking second, the Additional Support Loan.
(a) The security in respect of the Performance Bonds and the Performance Bonds Proceeds Account, which shall be held
by the Security Trustee only for the benefit of the Designated Debt other than the Government Support Loan, which
shall rank as follows:
• ranking first, the BAIDS, Existing Debts which has been designated as Designated Debt shall rank pari passu
amongst themselves; and
• ranking second, the Additional Support Loan.
(b) The security in respect of the FSRA (which forms part of the Additional Project Account mentioned in (a) above), shall
rank as between the Designated Debt as follows:
The BBA Security Account and the Charged Amounts are excluded from the Designated Debt Security and are charged
to the holders of the BBA Serial Bonds.
The Support Loan Account is totally excluded from the Security and is charged to the Government under the Support
Loan Agreement.
The BBA Security Account to receive the Charge Amounts shall be managed by the BBA Serial Bonds Trustee.
(a) 6 months prior to and ending on the date falling 65 days before maturity date of the BBA Serial Bonds (the “Relevant
Period”), PLUS shall determine the excess cashflow of PLUS (other than proceeds from the issuance of new shares by
PLUS and excluding the FSRA and MRA, which are charged to the holders of the BAIDS) at the end of each Relevant
Period after providing or payment, as the case may be, for the following:
(i) for PLUS’s budgeted operating and capital expenditure requirements for the following Relevant Period;
(ii) for such of the Existing Debt as remains outstanding;
(iii) to the FSRA and MRA during the said Relevant Period;
(iv) in respect of the redemption of BAIDS during the said Relevant Period; and
(v) for any Toll Revenue sharing payable in cash to the Government pursuant to the Concession Agreement in respect
of toll revenue collected for the Relevant Period ending on such date.
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
1,670,773 1,222,605 —
Accrual for Government’s Share of Toll Revenue (8,077) (2,605) —
1,662,696 1,220,000 —
On 8 July 1999, PLUS entered into a Supplemental Concession Agreement (“SCA”) with the Government for an extension of the
Concession Period to 31 May 2030. Additionally, toll rate structures were revised and toll revenue sharing arrangements were
established between the parties. Based on the terms of the SCA, and the toll revenue earned during the year, the Government is
entitled in respect of the Concession Years 2001 to 2008, to 20% of the amount by which the actual toll revenue of PLUS exceeds
the threshold toll revenue as specified in the SCA.
As referred to in Note 3(a), further revised toll rate structures have been imposed through the Second Supplemental Concession
Agreement. The toll compensation revenue is arrived at based on the agreed terms in the Second Supplemental Concession
Agreement entered into with the Government as described in Note 3(c).
27,944 24,999 —
Auditors’ remuneration
– statutory audit fee 215 85 30
– other services fee 1,206 372 1,008
– over provision of other services fees in previous periods (406) (441) —
Depreciation of Property, Plant and Equipment 8,443 7,970 —
Property, Plant and Equipment written off 6 71 —
Amortisation
– Expressway Development Expenditure 70,400 105,031 —
– Heavy Repairs 59,430 50,074 —
Write off of Systems Development Expenditure — 6,855 —
Directors’ remuneration
– fees 247 232 141
– other emoluments 516 407 17
– benefit in kind 32 35 —
Fees paid to a third party in respect of services rendered by directors 19 47 6
Listing expenses 6,522 — 6,522
Allowance for doubtful debts 2,314 — —
Provision for retirement benefits 1,401 1,529 —
Rental of equipment 838 612 —
Rental of premises 2,123 2,126 —
Gain on disposal of Property, Plant and Equipment (1,081) (1,359) —
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
Interest income on Renong SPV Bond & UEM Bond (291,706) (761,462) —
Interest income on Loan to UEM (1,656) (3,780) —
Interest income from Short Term Deposits (21,447) (17,111) —
Interest expense on Borrowings and Bonds 625,132 1,535,658 —
Profit element on BAIDS and BBA Serial Bonds 183,143 — —
Others 2,567 4,232 —
496,033 757,537 —
33 exceptional items
Exceptional items comprise the following:
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
(2,510,313) — —
34 employee costs
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
98,122 85,582 —
2,985 2,905 —
35 taxation
Proforma
Group Group Company
1/1/2002 to 1/1/2001 to 29/1/2002 to
31/12/2002 31/12/2001 31/12/2002
RM’000 RM’000 RM’000
– Current — 1,454 —
– Deferred — 11,443 —
— 12,897 —
No provision for taxation arises for PLUS as income is not assessed to tax due to the tax exempt status granted, as described in
Note 3(b).
As at 31 December 2002, the Group has tax exempt profits available for distribution of approximately RM2,509,300,000 (2001: Nil),
subject to the agreement of the Inland Revenue Board.
Interest income received/receivable from UEM in respect of UEM Bond 141,088 318,617 —
Interest income received/receivable from UEM in respect of Loan extended to UEM 1,656 3,780 —
– UEM 8 — 8
– United Services & Automotive Industries Sdn Bhd, a subsidiary of UEM 126 26 —
– TT DotCom Sdn Bhd (“TT DotCom”), an associated company of Renong 161 158 —
The Group has various other financial instruments such as trade and sundry payables that arise directly from operations, related
company receivables and payables and sundry receivables.
The Group is exposed to market risk, primarily changes in interest rates that affect interest income from deposits, but does not
hold or issue derivative financial instruments for trading purposes.
The following disclosures exclude sundry receivables, related company receivables and payables, and sundry payables.
The board reviews and agrees policies for managing each of the risks summarised below:
Surplus funds where available are placed with approved licensed banks.
Information relating to the Group’s interest rates and profit element on borrowings and bonds are disclosed in Notes 15, 16
and 21.
Proforma
Group Group
2002 2001
RM’000 RM’000
7,213,275 16,475,840
The weighted average rate on fixed rate financial liabilities applicable as at 31 December 2002 is as follows:
2002 2001
The Group previously had floating rate financial liabilities comprising Ringgit Malaysia denominated commercial loans that
bore interest rates based on the base lending rate of the commercial banks, as disclosed in Note 15.3.
The interest profile of the financial assets of the Group as at 31 December 2002 is as follows:
Proforma
Group Group
2002 2001
RM’000 RM’000
930,057 8,070,924
Note i
The previous fixed rate financial assets were in respect of the investments in Renong SPV Bond and UEM Bond at 9.4% per
annum compounded semi-annually. These were disposed of pursuant to the Debt Restructuring and Flotation Scheme as
disclosed in Note 3(d)(iii).
Note iii
Financial assets on which no interest is earned comprise cash and bank balances.
The weighted average rate on fixed rate financial assets applicable as at 31 December 2002 is as follows:
2002 2001
The amount recoverable from the Government of Malaysia is not exposed to any credit risk to PLUS other than if there are
any amounts due from the Government upon expiry of the Concession Period in 2030, which will be required to be
unconditionally waived by PLUS, as disclosed in Note 3(c). The credit risk-free character of the amount recoverable from the
Government is in view of the toll compensation arrangements referred to in Note 3(c).
During the period, pursuant to the Debt Restructuring and Flotation Scheme, the Group repaid its borrowings comprising
PLUS Bonds, Fixed Rate Serial Bonds, and Commercial Loans, and converted the RCBs into equity, as disclosed in Note 3(d).
Undrawn committed facilities available at 31 December 2002 in respect of the financial liabilities comprise a bank overdraft
facility of RM50.0 million (2001: RM19.46 million).
The fair value of the Group’s long term debt is based as follows:
• in respect of Borrowings comprising Government Support Loans, at the book value as market terms are not applicable.
• in respect of BAIDS, at the aggregate of the primary bonds and the accrued secondary bonds for each series based on
their respective profit elements.
• in respect of BBA Serial Bonds, the aggregate of the accreted amounts based on the effective profit element for each series.
Set out below is a comparison by category of book values and fair values of all the Group’s financial assets and financial
liabilities as at 31 December 2002.
2002
Book Value Fair Value
RM’000 RM’000
The fair values for BAIDS and BBA Serial Bonds in issue are equivalent to their book values as their effective rates are
considered to be market rates in view of their recent issue.
41 segmental reporting
Segmental reporting is not applicable to the Group on the basis that the revenue of the Group is solely from expressway toll
collections and toll compensation recoverable from the Government, net of Government toll sharing, as disclosed in note 29, and
the Group operate principally in Peninsular Malaysia.
42 comparative figures
There are no comparative figures in respect of the Company as this is the first set of financial statements prepared by the Company
since the date of incorporation, 29 January 2002.
In accordance with the principles of merger accounting, the results and consolidated cash flows of the Group are presented as if
the subsidiary company had been owned throughout the current and preceding financial periods. Accordingly, proforma comparative
figures of the Group have been presented.
A summary of the landed properties of the PLUS Expressways Group, valued in total at approximately RM3.5 million, based on the net
book value as at 31 December 2002 is set out below:-
Registered under Abu 8 years Residential 130 sq.m 9 Aug 1996 RM198,000 RM177,703
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey terrace 8 May 2093
house situated on PM 604
PT 31822 (formerly
HS(M) 14622, PT No.
21107). Bukit Raja,
Mukim Kapar, Selangor.
Registered under Abu 10 years Residential 121 sq.m 1 July 1997 RM225,000 RM208,472
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey intermediate 27 September 2091
terrace house situated on
HS(M) 6455, PT 1451,
Kelana Jaya,
Mukim Damansara, Selangor.
Registered under Abu 9 years Residential 1,430 sq.f 1 Jan 1998 RM212,040 RM196,356
Talib bin Abdul Rahman
and held on trust for Leasehold ending
PLUS. 31 March 2092
Double storey terrace
house situated on
HS(M) 20930, PT No.
15368, Lot 44171,
Seri Kembangan,
Mukim Petaling, Selangor.
Registered under Abu 9 years Residential 1,430 sq.f 1 Jan 1998 RM212,040 RM196,356
Talib bin Abdul Rahman
and held on trust for Leasehold ending
PLUS. 31 March 2092
Double storey terrace
house situated on
HS(M) 20931, PT No.
15369, Lot 44172,
Seri Kembangan,
Mukim Petaling, Selangor.
Registered under Abu 9 years Residential 1,430 sq.f 1 Jan 1998 RM212,040 RM196,356
Talib bin Abdul Rahman
and held on trust for Leasehold ending
PLUS. 31 March 2092
Double storey terrace
house situated on
HS(M) 20932, PT No.
15370, Lot 44173,
Seri Kembangan,
Mukim Petaling, Selangor.
Registered under Abu 10 years Residential 130 sq. m 9 Dec 1996 RM198,000 RM180,904
Talib bin Abdul Rahman
and held on trust for Freehold
PLUS.
Double storey
intermediate terrace house
situated on Geran 16170,
Lot 42889, Mukim Batu,
Kuala Lumpur,
Wilayah Persekutuan.
Registered under Abu 10 years Residential 195 sq. m 1 July 1997 RM195,000 RM180,748
Talib bin Abdul Rahman
and held on trust for Freehold
PLUS.
Double storey link house
situated on Geran 16214,
Lot 42936, Mukim Batu,
Kuala Lumpur,
Wilayah Persekutuan.
Registered under Abu 4 years Residential 120.75 sq. m 1 Oct 1998 RM181,350 RM167,032
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey link house 1 November 2092
situated on P.N. 7696,
Lot 257, Seksyen 13,
Daerah Petaling,
Bandar Shah Alam, Selangor.
Registered under Abu 4 years Residential 120.75 sq.m 1 Oct 1998 RM181,350 RM167,032
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey link house 1 November 2092
situated on P.N. 7686,
Lot 247, Seksyen 13,
Daerah Petaling,
Bandar Shah Alam, Selangor.
Registered under Abu 4 years Residential 120.75 sq.m 1 Oct 1998 RM181,350 RM167,032
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey link house 28 December 2094
situated on P.N. 7692,
Lot 253, Seksyen 13,
Daerah Petaling,
Bandar Shah Alam, Selangor.
Registered under Abu 4 years Residential 120.75 sq.m 1 Oct 1998 RM181,350 RM167,032
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey link house 1 November 2092
situated on P.N. 7687,
Lot 248, Seksyen 13,
Daerah Petaling,
Bandar Shah Alam, Selangor.
Registered under Abu 8 years Residential 130 sq. m 9 Aug 1996 RM198,000 RM177,702
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey terrace 8 May 2093
house situated on PM 603
PT 31821 (formerly
HS(M) 14621, PT No.
21106) Bukit Raja,
Mukim Kapar, Selangor.
Registered under Abu 8 years Residential 130 sq.m 9 Aug 1996 RM198,000 RM177,702
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey intermediate 8 May 2093
terrace house situated on
HS(M) 14638, PT No.
21123, Bukit Raja,
Mukim Kapar, Selangor.
Registered under Abu 8 years Residential 130 sq.m 9 Aug 1996 RM198,000 RM177,702
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Double storey intermediate 8 May 2093
terrace house situated on
HS(M) 14639, PT No.
21124, Bukit Raja,
Mukim Kapar, Selangor.
Registered under Abu 7 years Residential 1,076 sq.ft 1 Jan 2000 RM159,495 RM153,811
Talib bin Abdul Rahman
and held on trust for Leasehold of
PLUS. 99 years ending
Apartment unit held under 13 April 2089
master title HS(D) No.
44643, PT No. 11539,
Mukim Damansara,
Selangor.
Registered under Ikmal 17 years Residential Approx. 155.33 1 July 1997 RM142,800 RM129,641
Hijaz Hashim and held on sq.m
trust for PLUS.
Single storey terrace house Freehold
(Mezzanine) situated on (Bumiputra
HS(D) 116090, PTD restricted)
32590, Mukim Pulai,
Daerah Johor Bahru, Johor.
Registered under Ikmal 17 years Residential 155.33 sq.m 1 July 1997 RM142,800 RM129,641
Hijaz Hashim and held on
trust for PLUS. Freehold
Single storey terrace house (Bumiputra
(Mezzanine) situated on restriction)
HS(D) 116091, PTD
32591, Mukim Pulai,
Daerah Johor Bahru, Johor.
Registered under Ikmal 5 years Residential 1,540 sq.ft 1 Jan 1998 RM108,800 RM100,114
Hijaz Hashim and held on
trust for PLUS. Freehold
Single storey terrace house (Bumiputra
(Mezzanine) situated on restriction)
HS(D) 126310,
PT No. 29026, CT 2087,
Mukim Senai-Kulai,
Daerah Johor Bahru.
Registered under Ikmal 7 years Residential 1,345 sq.ft 1 Jan 2000 RM193,905 RM186,616
Hijaz Hashim and held on
trust for PLUS. Leasehold of
Apartment unit held under 99 years ending
master title HS(D) No. 13 April 2089
44643, PT No. 11539,
Mukim Damansara,
Selangor.
Registered under Ikmal 10 years Residential 121 sq.m 1 Oct 1998 RM230,000 RM212,843
Hijaz Hashim and held on
trust for PLUS. Leasehold ending
Double storey terrace 27 September
house (Mezzanine) situated 2091
on HS(M) 6468, PT 1464,
Mukim Damansara,
Kelana Jaya, Selangor.
The aforesaid properties provide accommodation to staff of PLUS who work at the toll plazas along the expressways. All these properties
are presently registered under the name of either PLUS’s former Company Secretary or its immediate past Managing Director. These are
held on trust in favour of PLUS. PLUS has taken steps to transfer the registered ownership of these properties to PLUS. In accordance
with the Concession Agreement, these properties, which have been and will continue to be considered as assets, will revert to the
Government upon the expiry or earlier termination of the Concession.
Notes:
a Deemed interested through its wholly-owned subsidiary, Syarikat Danasaham Sdn Bhd, which in turn is the holding company of United Engineers (Malaysia) Berhad.
b Deemed interested by virtue of being the holding company of United Engineers (Malaysia) Berhad.
directors’ direct and indirect interest in the company and its related corporation
as per the register of directors
In the Company
Ordinary shares of RM0.25 each
Tan Sri Dato’ Mohd Sheriff Mohd Kassim 50,000 *
Abdul Wahid Omar 40,000 *
Dato’ Idrose Mohamed 40,000 *
YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid 40,000 *
Hassan Ja’afar 40,000 *
Dato’ Mohamed Azman Yahya 40,000 *
Geh Cheng Hooi 40,000 *
Tan Sri Razali Ismail 40,000 *
Datuk K. Ravindran s/o C. Kutty Krishnan 40,000 *
* less than 0.01%
Million Shares RM
80 3.0
2.4
60
1.8
40
1.2
20
0.6
0 0
Jul Aug Sep Oct Nov Dec
Volume Closing
Percent
5
-5
-10
-15
-20
-25
Jul Aug Sep Oct Nov Dec
17 Jul 2002 to 31 Dec 2002
I/We,
(PLEASE USE BLOCK LETTERS)
of (full address)
of
or failing him, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the First Annual General Meeting
of the Company to be held at Grand Nirwana Ballroom, Lower Lobby, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on
Wednesday, 28 May 2003 at 10.00 a.m.
My/Our proxy is to vote as indicated below:
(Please indicate with an “x” or “✓“ in the boxes provided how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his
discretion.)
Signature/Seal
NOTES
1. Every member is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to attend and vote in his place. A proxy may but need
not be a member of the Company.
✄
2. This Form of Proxy must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation, either under seal or under
the hand of an officer or attorney duly authorised.
3. If this Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit.
4. If no name is inserted in the space provided for the name of your proxy, the Chairman of the Meeting will act as your proxy.
5. This original signed Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or
authority must be deposited at the Share Registrars' office, Signet Share Registration Services Sdn Bhd, 11th Floor, Tower Block, Kompleks Antarabangsa, Jalan
Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time of holding the Meeting.
Fold here
AFFIX
POSTAGE
HERE
Fold here
Annual Report 2002
(570244-T)
DRIVING MALAYSIA FORWARD
JOHOR BAHRU
Faber Towers,
Jalan Desa Bahagia, Taman Desa,
Off Jalan Kelang Lama,
58100 Kuala Lumpur.
Tel : 03-7981 8000
Fax : 03-7984 2088
2002
Website : www.plus.com.my