CHEMICAL COMPANY OF MALAYSIA BERHAD ( CCMB OR THE COMPANY )

Transcription

1 CHEMICAL COMPANY OF MALAYSIA BERHAD ( CCMB OR THE COMPANY ) PROPOSED DISPOSAL OF LAND HELD UNDER H.S.(D) 75345, PT 6055, IN MUKIM OF LABU, DISTRICT OF SEREMBAN, STATE OF NEGERI SEMBILAN MEASURING APPROXIMATELY 73,705.1 SQUARE METRES ( THE SAID PROPERTY ) TO ROCK LINK SDN BHD ( RLSB OR PURCHASER ) FOR A CASH CONSIDERATION OF RM21,500,000 ( DISPOSAL CONSIDERATION ) ( PROPOSED DISPOSAL OF THE SAID PROPERTY ) 1. INTRODUCTION The Board of Directors of CCMB ( Board ) wishes to announce that the Company had, on 7 September 2018 entered into a Sale and Purchase Agreement ( SPA ) with Rock Link Sdn Bhd ( RLSB or the Purchaser ) in relation to the Proposed Disposal of a piece of land held under H.S.(D) 75345, PT 6055, in Mukim of Labu, District of Seremban, Negeri Sembilan (hereinafter referred to as the said Property ) for a purchase consideration of RM21.5 million on an as-is-where-is basis. 2. BACKGROUND Since early 2017, Management had embarked on various initiatives to de-gear the Group and to ascribe proper valuation of its businesses/ assets. Following the announcement on completion of the proposed disposal of Shah Alam Land to Global Vision Logistic Corporation Sdn Bhd on 13 June 2018, Management had identified the said Property as a non-core asset and would be subjected to the Group s divestment plan towards fulfilling the Group s de-gearing exercise 3. DETAILS OF THE PROPOSED DISPOSAL OF THE SAID PROPERTY 3.1 Information of the said Property The Proposed Disposal involves the disposal of a vacant industrial leasehold land measuring 73,705.1 square metres held by CCMB to RLSB for a cash consideration of RM21.5 million, subject to the terms and conditions of the SPA. The details of the said Property are as follows: Details Description of the said Property Description : A piece of vacant industrial leasehold land. 1

2 Details Postal address or identification Description : The said Property is held under H.S.(D) 75345, PT 6055, In Mukim of Labu, District of Seremban, State of Negeri Sembilan. The said Property is located at Lot PT 6055, Jalan TS Utama, Kawasan Perindustrian Nilai, Nilai, Negeri Sembilan. Existing use Land area Registered owner Latest audited Net book value ( NBV ) as at 31 December 2017 : Vacant : 73,705.1 square metres : CCMB : RM19.8 million Tenure : Leasehold of 99 years expiring on 3 July 2092 Market value Encumbrances : RM21,420,000 as at 30 October 2017 (material date of valuation) ( Market Value ) as ascribed by an independent registered valuer, Mohd Nor & Partners ( Valuer ) via its valuation letter dated 30 October 2017 which was derived using the comparison method of valuation ( Valuation Letter) : Nil 3.2 Basis and justification for the Disposal Consideration The Disposal Consideration of RM21.5 million was arrived at on a as-is-where-is basis after taking into consideration the Market Value of the said Property as ascribed by the Valuer and the latest audited NBV of the said Property as at 31 December The Disposal Consideration represents a premium of approximately 8.6% to the latest audited NBV of the said Property as at 31 December 2017 of RM19.8 million. Furthermore, the Disposal Consideration represents a premium of 0.4% of the said Property s Market Value. 2

3 3.3 Salient terms of the SPA Basis of the Sale The sale of the said Property shall be on as is where is basis as at the date of full payment of the Purchase Price by the Purchaser to CCMB ( Completion Date ) free from encumbrances and with vacant possession subject terms contained in and endorsed on the Document of Title and/or as may be disclosed in the register document of title to the said Property and/or as may be disclosed in the relevant land search report(s) conducted on the Document of Title and further subject to the terms, conditions, covenants and stipulations as contained in the Principal Sale and Purchase Agreement dated 21 December 1994 (hereinafter referred to as Principal SPA ) Condition precedent ( CP ) The Agreement shall be conditional upon the following Conditions Precedent being fulfilled by the Vendor or the Purchaser, (as the case may be), within three months from the date of the Agreement or such other further period as may be mutually agreed upon by the Parties in writing ( Cut-Off Period ): (a) To be obtained/ fulfilled by the Vendor: (i) (ii) If applicable, the approval of the Vendor s shareholders for the disposal of the said Property to the Purchaser on terms and conditions acceptable to the Vendor; and The Consent to Transfer for the transfer of the said Property in favour of the Purchaser under this Agreement. (b) To be obtained and/or fulfilled by the Purchaser: If applicable, the approval of the Purchaser s shareholders and the EPU Approval for the purchase by, and transfer of the said Property, in favour of the Purchaser under this Agreement. The date the last Condition Precedent is fulfilled and the conditional SPA becomes unconditional shall be referred to as Unconditional Date Payment Terms (a) Upon execution of the Offer Letter, the Purchaser shall pay to the Company an Earnest Deposit amounting to RM645,000 which shall be deposited by the Purchaser to the Company s solicitors as stakeholder. The earnest deposit had been paid on 13 June 2018; 3

4 (b) Upon execution of the SPA, the Purchaser shall pay the sum of RM1,505, only being seven percent (7%) of the Purchase Price of which: (i) (ii) the RPGT Retention Sum of RM645, being three percent (3%) of the Purchase Price shall be paid by the Purchaser to the Purchaser s Solicitors as stakeholders; and the Balance Deposit of RM860, being four percent (4%) of the Purchase Price shall be paid by the Purchaser directly to the Vendor s Solicitors as stakeholders (c) (d) (e) Subject always to, inter-alia, the Agreement becoming unconditional on the Unconditional Date in accordance with the terms and conditions of the Agreement, the Purchaser shall pay the remainder of the Purchase Price amounting to RM19,350, or ninety percent (90%) (hereinafter referred to as Balance Purchase Price ) to CCMB s Solicitors as stakeholders, within three (3) months from the Unconditional Date ( Completion Period ). If Purchaser is unable to pay the Balance Purchase Price on or before expiry of Completion Period, CCMB shall extend for one (1) month or any other period as maybe mutually agreed subject to Vendor paying the late payment charges based on Maybank Lending Rate on daily calculated basis. The Earnest Deposit and Balance Deposit held by CCMB s Solicitors as stakeholders shall be released by the Vendor s Solicitors to CCMB on or after the Unconditional Date. The Balance Purchase Price or any part thereof held by CCMB s Solicitors as stakeholders shall be released by CCMB s Solicitors to CCMB within five business days of CCMB s Solicitors receipt of: (i) the Balance Purchase Price; or (ii) the Differential Sum and the Purchaser s Loan, whichever is applicable, provided that the Memorandum of Transfer and charge over the Property in favour of the Purchaser s Financier (if applicable) have been presented to the Land Registry for registration Delivery of Vacant Possession The Purchaser shall be deemed to have taken delivery of vacant possession of the said Property on the third (3 rd ) day from the Completion Date Principal Sale and Purchase Agreement (a) The Purchaser acknowledges that pursuant to the Principal Sale and Purchase Agreement, the said Property has been purchased by CCMB from the initial owner 4

5 upon the terms and conditions as set out in the Principal Sale and Purchase Agreement. (b) (c) (d) The Purchaser acknowledges and agrees that with effect from the Completion Date, the Purchaser shall be bound by those relevant covenants of the Principal Sale and Purchase Agreement which are still continuing as at the date of the SPA between CCMB and RLSB. CCMB shall indemnify the Purchaser against any damage, expense, loss or liability which the Purchaser may incur or suffer howsoever arising from the CCMB s non-observance of any of the covenants to be observed on the part of CCMB under the Principal Sale and Purchase Agreement prior to the Completion Date. The Purchaser shall indemnify CCMB against any damage, expense, loss or liability which CCMB may incur or suffer howsoever arising from the Purchaser s non-observance of the Principal Sale and Purchase Agreement on or after the Completion Date Purchaser s default CCMB is entitled to terminate the Agreement and the Deposit shall be forfeited to CCMB if the default is not rectified by the Purchaser within 30 days CCMB s default The Purchaser is entitled to terminate the Agreement and the Deposit together with an additional sum equivalent to the amount of the Deposit which shall be the agreed liquidated damages shall be refunded and compensated by the Vendor to the Purchaser if the default is not rectified by the Vendor within 30 days. 3.4 Liabilities to be assumed by RLSB There is no liabilities, including contingent liabilities and guarantees, to be assumed by RLSB pursuant to the Proposed Disposal of the said Property. 5

6 3.5 Use of proceeds from Proposed Disposal of the said Property The gross proceeds arising from the Proposed Disposal of the said Property will be primarily used to pare down borrowings in line with the Company s de-gearing initiatives in the following manner: Description of use of proceeds Repayment of loan Real Property Gain Tax Estimated timeframe for utilisation from receipt of proceeds Within 3 months Immediate Amount RM million Total Original cost of investment The original cost of investment for the said Property as at 21 December 1994 was RM9,044, RATIONALE AND BENEFITS OF THE PROPOSED DISPOSAL OF NILAI LAND Over the years, CCMB has sought to continuously review its portfolio of assets and businesses to strengthen its balance sheet. As part of its growth strategy, CCMB continues to pare down its borrowings and improve its gearing in line with its strategy to spur growth of its existing businesses. The Proposed Disposal of said Property is in line with CCMB s strategy and provides opportunity for the Company to unlock the value of the said Property, which is not gainfully employed, to pare down the Company s borrowings thereby resulting in interest cost savings to the Company. 5. RISK FACTORS 5.1 Completion Risks The Proposed Disposal of said Property is conditional upon the fulfilment of the Conditions Precedent. There is no assurance that the Conditions Precedent will be obtained or fulfilled. Nevertheless, the Company shall use its best endeavours to procure the Conditions Precedent in a timely manner to ensure parties proceed with the completion of the Proposed Disposal of said Property. 6

7 6. BACKGROUND OF THE PARTIES 6.1 Information on CCMB CCMB was incorporated in Malaysia on 7 August 1963 under the Companies Ordinance, under the name of Chemical Company of Malaysia Limited. On 15 April 1966, CCMB assumed its present name. It was listed on the Main Board of the stock exchange operated by Bursa Malaysia Securities Berhad on 24 March 1966 and has its registered address at 13 th Floor, Menara PNB, 201-A Jalan Tun Razak, Kuala Lumpur, Malaysia. CCMB is an investment holding and management company with subsidiaries and an associate company engaged in the manufacturing, marketing and/ or supply of chemicals and polymers products and services. 6.2 Information on Rock Link Sdn Bhd Rock Link Sdn Bhd ( RLSB or the Purchaser ) was incorporated in Malaysia under the Companies Act, 1965 on 23 March Its principal activity is that of general trading. As at the date of this announcement, the issued share capital of RLSB is RM400, comprising 400,000 ordinary shares which are fully paid up. The directors of RLSB are Ms. Loh Chai Kiam, Ms. Wong Nyet Peng and Mr. Gan Hai Toh. Meanwhile, the shareholders of RLSB were as follows: Name Total no. of shares Percentage Mr. Gan Hai Toh 240,000 60% Ms. Loh Chai Kiam 40,000 10% En. Norzaidi bin Jalaludin 120,000 30% TOTAL 400, % 7. EFFECTS OF THE PROPOSED DISPOSAL OF SAID PROPERTY 7.1 Share capital The Proposed Disposal of said Property is expected not to have any effect on the issued share capital of CCMB. 7.2 Net Assets Per Share and gearing The Proposed Disposal of the said Property is expected not have any material effect on the Net Asset Per Share of CCMB. However, the gearing ratio of CCMB is expected to reduce to 1.58 times (based on latest audited account) as the proceeds from the Proposed Disposal will be used to pare down the Company s borrowings. 7

8 7.3 Earnings per Share ( EPS ) The Proposed Disposal of the said Property is expected not to have any effect on CCMB s EPS. 7.4 Substantial shareholders shareholdings The Proposed Disposal of the said Property is expected not to have any effect on the substantial shareholdings of CCMB. 8. APPROVALS REQUIRED The Proposed Disposal of the said Property is subject to the following approvals being obtained: (i) (ii) the consent of the State Authority for the transfer of the said Property by CCMB to RLSB as required pursuant to the restriction in interest stated on the issue document of title to the Nilai Land and if applicable, the approval of the RLSB s shareholders and the EPU Approval for the purchase by and transfer of the Property in favour of RLSB Barring any unforeseen circumstances, applications to the relevant authorities for the Proposed Disposal of the said Property are expected to be submitted within three (3) months from the date of this Announcement. 9. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors, major shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the Proposed Disposal of the said Property. 10. DIRECTORS STATEMENT The Board having considered all aspects of the Proposed Disposal of the said Property is of the opinion that the Proposed Disposal of the said Property is in the best interest of the Company. 8

9 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal of the said Property is expected to be completed by the first quarter of PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL OF THE SAID PROPERTY The highest percentage ratio applicable to the Proposed Disposal of the said Property pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) is approximately 7.62%. 13. DOCUMENTS AVAILABLE FOR INSPECTION The SPA and the Valuation Report are available for inspection at the registered office of the Company at 13th Floor, Menara PNB, 201-A, Jalan Tun Razak Kuala Lumpur, Malaysia during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 7 September