Tropicana Corporation Berhad Annual Report 2019

18. INVESTMENTS IN SUBSIDIARIES (CONT’D.) (a) Group restructuring (cont’d.) During the financial year, the Group and the Company executed and completed an internal Group restructuring scheme involving the following: (cont’d.) (xxiii) On 5 December 2019, the Company has fully redeemed the Redeemable Convertible Unsecured Loan Stocks issued by Tropicana Development (Johor Bahru) Sdn Bhd (“ TDJBSB ”) for RM21,794,581 by offsetting of amounts owing by the Company to TDJBSB. (xxiv) On 31 December 2019, the Company has fully redeemed the Redeemable Convertible Unsecured Loan Stocks issued by Tropicana Jaya Sdn Bhd (“ TJSB ”) for RM3,189,423 by offsetting of amounts owing by the Company to TJSB. (xxv) On 31 December 2019, the Company has completed a capital reduction exercise to reduce its investment in a subsidiary, Tropicana Danga Bay Land Sdn Bhd by cancelling 13,800,000 of RNCPS, all of which are held by the Company amounting to RM13,800,000. (xxvi) On 31 December 2019, Tropicana Jaya Sdn Bhd has redeemed 4,700,000 RNCPS held by the Company at a redemption price of RM1 each. The above acquisitions and disposal of the subsidiaries did not have any material effect on the financial results and position of the Group except for the transactions stated in Note 18(a)(xxii) as disclosed in Note 18(c). The following group restructuring took place in the previous financial year: (i) The Company injected total additional working capital of RM62,200 in Tropicana Investment Consulting Pte. Ltd, a wholly-owned subsidiary of the Company. (ii) The Company had completed the capitalisation of debts amounting to RM93,709,000 owed by several subsidiaries to the Company by way of issuance of RNCPS issued by these subsidiaries at an issuance price of RM1 each. (iii) Tropicana Resort Holding Sdn Bhd, a wholly-owned subsidiary of the Company subscribed for 150,450,000 preference shares in Tropicana Danga Bay Resort Sdn Bhd (“ TDBRSB ”) at an issue price of RM0.10 per share, representing 60% of total issued and paid-up share capital of TDBRSB. (iv) On 11 January 2018, the Company acquired 1,000,000 ordinary shares representing 100% of the issued and paid-up share capital of Myxon (M) Sdn Bhd (“ Myxon ”) for a total cash consideration of RM2,500,000. Following the completion of the acquisition, Myxon has become a wholly-owned subsidiary of the Company. (v) On 27 February 2018, Tropicana Mentari Development Sdn Bhd (“ TMDSB ”), a wholly-owned subsidiary of the Company, entered into a conditional Shares Sale Agreement to acquire 560,000 ordinary shares representing 100% of the issued and paid-up share capital of Tropicana Sierra Sdn Bhd (“ Sierra ”) (fka Marivaux Holdings Sdn Bhd) for a total cash consideration of RM78,254,668. The acquisition was completed on 8 May 2018 and Sierra became a wholly-owned subsidiary of TMDSB, which in turn is a wholly-owned subsidiary of the Company. (vi) On 17 July 2018, the Company set up a wholly-owned subsidiary, namely Tropicana Business Consulting (Shenzhen) Pte. Ltd. in Shenzhen, the People’s Republic of China with a registered capital of RMB36,000,000, which will be injected over an investment period of ten years. (vii) On 14 September 2018, the Company entered into a conditional Shares Sale Agreement (“ SSA ”) to acquire 501,000 ordinary shares representing 50.1% of the total paid-up capital in Tropicana Sanctuary Holdings Sdn Bhd (“ TSanc Holdings ”) (fka Peluang Duta Sdn Bhd) for a purchase consideration of approximately RM49.05 million (“ Proposed Acquisition ”). TSanc Holdings has a 70% owned subsidiary, namely Tropicana Sanctuary Development Sdn Bhd (“ TSanc Development ”) (fka T Sanctuary Development Sdn Bhd). The SSA became unconditional on 1 October 2018. The Proposed Acquisition was completed on 12 October 2018 with an adjusted final purchase consideration reduction of RM15,950. Upon completion of the Proposed Acquisition, TSanc Holdings has become a 50.1% subsidiary of the Company. (viii) On 13 November 2018, the Company acquired 1 ordinary share of Tropicana Mengalum Holdings Sdn Bhd (“ TMHSB ”) (fka Faircube Sdn Bhd) representing 100% of the paid-up share capital for a total cash consideration of RM1. Following the completion of the acquisition, TMHSB has become a wholly-owned subsidiary of the Company. (ix) On 13 November 2018, TMHSB, a wholly-owned subsidiary of the Company, acquired 1 ordinary share representing 100% of the total paid-up capital in Tropicana Fishery & Fruits Sdn Bhd (“ TFFSB ”) (fka Tropicana Mengalum Development Sdn Bhd and Allstar Chorus Sdn Bhd) for a total cash consideration of RM1. Following the completion of the acquisition, TFFSB has become a wholly-owned subsidiary of TMHSB, which in turn is a wholly-owned subsidiary of the Company. pg 193 Tropicana Corporation Berhad Annual Report 2019 Sustainability at Tropicana What We’ve Governed Financial Statements & Other Information