The Board of Bonia Corporation Berhad (KLSE:BONIA) intent to spin-off SBG holding for MYR 55 million on February 25, 2021. Bonia Corporation through its wholly owned subsidiary Dominion Directions Sdn. Bhd owns SB Directions Sdn and the proposed listing of SBG Group on the LEAP Market of Bursa Securities thereafter the Proposed Disposal, Proposed Demerger and Proposed Listing of SBG are collectively referred to as “Proposals. Transaction includes Proposed capitalisation of the dividends to be declared by SBG Group into new ordinary shares in SBG. Proposed subdivision of all the resultant ordinary shares in SBG into such number of SBG Shares so that SBG will have the same total number of issued shares as the Company (excluding the Company’s treasury shares) to facilitate the Proposed Dividend-in-Specie. Proposed conversion of SBG into a public limited company; and Proposed distribution of Bonia’s entire shareholding in SBG by way of dividendin-specie on pro-rata distribution to shareholders of Bonia whose names appear on Bonia’s Record of Depositors on an entitlement date (“Entitled Shareholders”) to be determined later (“Proposed Dividend-in-Specie”). Upon completion of the Proposed Dividend-in-Specie, the Entitled Shareholders shall hold SBG Shares directly. SBG will submit a listing application to Bursa Securities for its listing by way of introduction on the LEAP Market of Bursa Securities. The Proposed Listing of SBG will not entail any fund raising prior to the admission of SBG to the Official List of Bursa Securities. Following the completion of the Proposed Capitalisation, Proposed Subdivision and Proposed Conversion, the Company will distribute, via a dividend-in-specie, its entire shareholding in SBG and rights attaching to SBG Shares to the Entitled Shareholders on the basis of 1 SBG Share for every 1 Bonia Share held on the Entitlement Date (excluding treasury shares). The completion of the Proposed Dividend-in-Specie will result in the demerger of SBG Group from the Company, wherein the Entitled Shareholders will directly hold such number of SBG Shares in the same proportion as their shareholdings in the Company as at the Entitlement Date. The Proposals are subject to, amongst others, the approval of the shareholders of Bonia at an extraordinary general meeting to be convened for the Proposals, the approval from Bonia’s creditors/lenders for the Proposed Dividend-in-Specie (if required), the approval from SBG Group’s creditors/lenders for the proposed capitalisation of dividends to be declared by SBG Group (if required) and the approval of Bursa Securities for the Proposed Listing of SBG. Completion of the Proposed Dividend-in-Specie and Proposed Demerger is expected in February 2022.

Bonia Corporation Berhad cancelled the Spin-Off of SBG Holdings Sdn. Bhd. on June 21, 2023.