BINA DARULAMAN BERHAD ( BDB OR THE COMPANY )

Transcription

1 BINA DARULAMAN BERHAD ( BDB OR THE COMPANY ) PROPOSED ACQUISITION OF APPROXIMATELY ACRES OF LAND ( LAND ) WHICH FORMS PART OF A LARGER PARCEL OF LAND HELD UNDER HS(D) 2980 PT 2518, BANDAR POKOK SENA, DISTRICT OF POKOK SENA, IN THE STATE OF KEDAH DARUL AMAN, TOGETHER WITH THE INFRASTRUCTURES ERECTED THEREON, AND THE DEVELOPMENT RIGHTS TO THE LAND, FOR A PURCHASE PRICE OF RM8,686, INTRODUCTION The board of directors of Bina Darulaman Berhad ( BDB or the Company ) wishes to announce that Kedah Holdings Sdn Bhd ( KHSB or Purchaser ), a wholly-owned subsidiary of the Company had on 15 December 2015 entered into a sale and purchase agreement with KTPC Construction Sdn Bhd ( KTPCC or Vendor ), a wholly-owned subsidiary of Perbadanan Kemajuan Negeri Kedah ( PKNK ) for the proposed acquisition of the Land, together with the infrastructures erected thereon, and the development rights to the Land ( SPA ), pursuant to the terms and conditions set out in the SPA. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Information on KHSB KHSB was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 2 February KHSB has an authorised share capital of RM25,000,000 comprising 25,000,000 ordinary shares of RM1 each, of which RM20,250,002 comprising 20,250,002 ordinary shares of RM1 each have been issued and fully paid-up. The principal activity of KHSB is property development and investment. 2.2 Information on KTPCC KTPCC was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 24 March KTPCC has an authorised share capital of RM1,000,000 comprising 1,000,000 ordinary shares of RM1 each, of which RM750,000 comprising 750,000 ordinary shares of RM1 each have been issued and fully paid-up. The principal activity of KTPCC is building and general construction. 2.3 Proposed Acquisition The proposed acquisition involves the acquisition of approximately acres of land which forms part of a larger parcel of land held under HS(D) 2980 PT 2518, Bandar Pokok Sena, District of Pokok Sena, in the State of Kedah Darul Aman, together with the infrastructures erected thereon, and the development rights to the land ( Proposed Acquisition ) subject to the terms and conditions of the SPA. 2.4 Background to the SPA By a development agreement dated 25 April 2012 between PKNK and the Vendor, and a supplemental agreement dated 5 September 2013 (collectively referred to as the Development Agreement ), PKNK has agreed to appoint the Vendor for the

2 implementation and execution of the development of several parcels of land of a development known as Bandar Sejahtera ( Development ) which include the Land, of which PKNK is the registered proprietor, subject to the terms and conditions set forth therein. The Vendor had subsequently by a contract dated 8 July 2012 (Contract No.: CKTPCC/2012/001), appointed BDB Infra Sdn Bhd (formerly known as Bina & Kuari (K) Sdn Bhd) ( BDB Infra ), a wholly-owned subsidiary of the Company, as a contractor to execute primary infrastructure and related works for the development of Phase I Bandar Sejahtera, Daerah Pokok Sena, in the State of Kedah Darul Aman. As at 13 December 2015, there is an outstanding amount of RM4,638, only ( Debt ) that is owed by the Vendor to BDB Infra. Following discussions between the Company, the Vendor and PKNK, it was proposed that the Company be given the opportunity to acquire the Land with the Debt being set-off towards part satisfaction of the purchase price in the SPA. Pursuant to deliberations, BDB then decided that the Proposed Acquisition is more well suited to be undertaken by another wholly-owned subsidiary of BDB, namely KHSB. As such, by a Deed of Assignment dated 14 December 2015 between BDB Infra and the Purchaser, BDB Infra has assigned all of BDB Infra s rights, title and interest under Debt to the Purchaser, and the Vendor duly acknowledges the Debt and that it has received notice of the said assignment of Debt by BDB Infra to the Purchaser. Based on the above, in settlement of the Debt and by virtue of its rights derived under the Development Agreement, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Land together with the infrastructures erected thereon, and the rights to develop the Land and all other approvals or consents obtained by the Vendor in respect of Land, free from all encumbrances and with vacant possession of the Land, at the price and upon the terms and conditions in the SPA. 2.5 Information on the Land The Land consists of approximately acres of land forming part of a larger parcel of land held under HS(D) 2980 PT 2518, Bandar Pokok Sena, District of Pokok Sena, in the State of Kedah Darul Aman ( Block Land ). The title for the Block Land ( Block Title ) was submitted in August 2015 for subdivision into, amongst others, the title for the Land ( Phase II Title ). The Block Title was issued to PKNK subsequent to the execution of the Development Agreement, pursuant to a subdivision process of the land held under HS(D) 2703 PT 2719, Bandar Pokok Sena, District of Pokok Sena, in the State of Kedah Darul Aman. The Phase II Title is expected to be issued within three (3) months from the date of this announcement. Primary infrastructures have been constructed on the Land. This includes water tank, sewerage treatment plant, main sewerline, main waterpipe and main road. A summary of the Block Land is as follows: Title No./Lot No. Land tenure Category of land use Land area Registered Owner Express condition : HS(D) 2980 PT 2518, Bandar Pokok Sena, District of Pokok Sena, in the State of Kedah Darul Aman : Freehold : Agriculture : hectares : Perbadanan Kemajuan Negeri Kedah : The land contained in this title shall only be used as an agricultural site 2

3 Restriction of interest : Ditegah tuan tanah membuat sebarang pengkiraan (dealings) di atas tanah yang hendak dimajukan sebagai tapak perumahan itu melainkan tuan tanah bina dan pelihara simpanan jalan itu dan taruh batu dan tar menurut taraf Jabatan Kerja Raya Serta perbuat parit-parit dengan sepuas hati Penguasa Tempatan serta mendapat sokongan daripada Jabatan Kerja Raya bahawa jalanjalan dan parit-parit itu dapat disempurnakan. Encumbrances : Nombor Perserahan: 38310/2015 Pindaan Cukai Tanah didaftarkan pada 21 September Information on the Planned Development Based on the current planning permission dated 11 January 2010, KHSB proposes to develop the Land into mixed development project comprising 255 units of double storey terrace house and 40 units of double storey shop offices, to be known as Phase II ( Planned Development ). The commencement and completion dates of the Planned Development will depend on, amongst others, the date of the issuance of the Phase II Title. The Planned Development is expected to cost approximately RM73,000,000 and will be funded via a combination of bank borrowings, progressive sales billings and internally-generated funds, the proportion of which has yet to be determined as at the date of this announcement. The expected profit to be derived from the Planned Development is approximately RM14,500, Salient Terms of the SPA Purchase Price and Payment Method The purchase price for the Proposed Acquisition shall be RM8,686, (excluding government and services tax ( GST )( Purchase Price ) and shall be paid by the Purchaser to the Vendor in the following manner: (b) (c) upon the execution of the SPA, the Purchaser to pay to the Vendor the deposit (which shall be a sum representing 10% of the Purchase Price), together with the GST in the sum of RM43, and a sum of RM2,000, towards settlement of the Purchase Price; consequent to the payment made under Section above, the Debt being set off from the remaining sum thereon; and the balance purchase price in the sum of RM1,179, ( Balance Purchase Price ) to be paid by the Purchaser to the Vendor in accordance to the following manner and subject to the terms of the SPA: (i) RM294, on 28 December 2015 ( First Tranche Payment ); (ii) RM294, on 10 April 2016; (iii) RM294, on 10 July 2016; and (iv) RM294, on 10 October

4 (d) In the event that the Phase II Title is extracted after the date that the First Tranche Payment is payable, the Vendor agrees that, notwithstanding Section (c)(i) above, the date of the First Tranche Payment shall be extended up to such time when the Phase II Title is issued and delivered to the Purchaser. In such event, the Vendor shall within three (3) days of the extraction of the Phase II Title, deposit with the Purchaser the Phase II Title and other relevant documents and the Purchaser shall simultaneously make the First Tranche Payment to the Vendor Completion of Sale and Purchase (b) The sale and purchase of the Land together with infrastructures erected thereon, and the development rights to the Land shall be completed upon the First Tranche Payment being made, or such other date as the Parties may mutually agree in writing and such date shall be the Completion Date. Notwithstanding Section above, the Purchaser s payment obligations as described in Section 2.7.1(c) above, shall continue to be enforceable under the SPA Delivery of Vacant Possession (b) The Vendor shall deliver vacant possession of the Land to the Purchaser on the date of the execution of this Agreement. In the event of the occurrence of Sections 2.7.4(b) or below, the Purchaser shall within fifteen (15) Business Days redeliver vacant possession of the Land to the Vendor Purchaser s Default In the event the Purchaser fails and or neglects to pay the Balance Purchase Price within the stipulated time as provided in the SPA or commits any breach of the terms of this SPA, the Vendor shall have the right at its discretion to do the following: (b) if the memorandum of transfer for the Land has been presented at the relevant land registry/office, to claim from the Purchaser a sum, and within such period, that is to be mutually agreed between both parties and thereafter, the Vendor shall have no further claims against the Purchaser; or if the memorandum of transfer for the Land has not been presented at the relevant land registry/ office, to terminate this SPA by giving written notice of ten (10) Business Days to the Purchaser, whereupon on the expiry of the stipulate ten (10) Business Days, the following consequences shall ensue:- (i) (ii) the Vendor shall forthwith refund all monies, if so paid by the Purchaser under the SPA to the Purchaser, together with interest accrued thereon to the Purchaser, if any, failing which the Vendor shall pay interest at the rate of eight percent (8%) per annum on the monies, if so paid, to be calculated from date of due refund to date of full refund of the same; and the Purchaser shall return or caused to be returned the Documents, to the Vendor (Provided that if the Transfer has been duly stamped, the Purchaser shall have the right to first apply to the collector of stamp duty for a refund of the stamp duty paid on the Transfer before returning the cancelled Transfer to the Vendor), 4

5 2.7.5 Vendor s Default thereafter the SPA shall be terminated and rendered null and void and the Parties hereto shall have no claim whatsoever in respect of and arising out of this Agreement. In the event of the Purchaser complying with all the terms and conditions of the SPA and the Vendor failing to complete the sale therein or commits any breach of the terms of the SPA, the Purchaser shall have the right at its discretion to terminate the SPA by giving written notice of ten (10) Business Days to the Vendor, whereupon on the expiry of the stipulated ten (10) Business Days, the following consequences shall ensue: - (i) (ii) (iii) the Vendor shall forthwith refund all such monies, if so paid by the Purchaser under the SPA to the Purchaser, together with interest accrued thereon to the Purchaser, if any, failing which the Vendor shall pay interest at the rate of eight percent (8%) per annum on the Deposit and all such monies, if so paid, to be calculated from date of due refund to date of full refund of the same; the Vendor shall pay to the Purchaser a sum equivalent to the Deposit as liquidated damages, failing which the Vendor shall pay interest at the rate of eight percent (8%) per annum on the Deposit and all such monies, if so paid, to be calculated from date of due refund to date of full refund of the same; the Purchaser shall return or cause to be returned the Documents, if so delivered by the Vendor to the Purchaser, to the Vendor (Provided that if the memorandum of transfer for the Land has been duly stamped, the Purchaser shall have the right to first apply to the collector of stamp duty for a refund of the stamp duty paid on the Transfer before returning the cancelled memorandum of transfer to the Vendor); and thereafter the SPA shall be terminated and rendered null and void and the Parties hereto shall have no claim whatsoever in respect of and arising out of the SPA. (b) Notwithstanding Section above, the Purchaser shall be entitled to proceed with specific performance proceedings against the Vendor and seek all reliefs flowing therefrom. 2.8 Basis on arriving at the Purchase Price The Purchase Price was arrived at on a willing buyer-willing seller basis based on negotiations with the Vendor and taking into consideration, amongst others, the following: The Purchase Price being calculated at the rate of RM5.50 per square foot for a total of land area of approximately acres on the basis of the Land being categorised for agricultural use; and (b) The market value valuation of the Block Land of RM8,484,000 as appraised by JB Jurunilai Bersekutu (Kedah) Sdn Bhd on 2 December 2015 based on the residual method as the primary method of valuation as it represents market value of the subject property and comparison method as a cross check. The financial information of the Land namely the book value of the Land is not available as the Company is not privy to such information. 5

6 2.9 Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by KHSB apart from the liabilities under the SPA Source of Funding The Proposed Acquisition shall be funded via internally generated funds Original cost and date of investment The original cost of investment to PKNK as the registered proprietor, in several parcels of land in the District of Pokok Sena, including the Land is RM 5,120, only and the date of such investment is on 11 November RATIONALE The Proposed Acquisition will: provide immediate settlement for the Debt owed by KTPCC to KHSB; (b) provide KHSB an opportunity to optimise its expertise as a property developer; and (c) generate profit from the development of the Land. 4. PROSPECTS The future prospect of the Planned Development is favourable as it is located at a prime and stable area which is near to Pokok Sena Town. The Land can be accessed from Alor Setar City Center via main road of Jalan Langgar-Pokok Sena. As the Land is located in the middle of Pokok Sena Town, all the access to the administrative center is via metaled service road that connects directly to the Planned Development. The Planned Development is also equipped with existing basic facilities and amenities. 5. RISK FACTORS The Proposed Acquisition is subject to general economic risk and business risk. Further, there is also a risk of non-completion of the SPA. In the event that there is a non-completion or breach of the SPA and the fault lies with the Vendor, KHSB is likely to proceed with specific performance proceedings against the Vendor and seek all reliefs flowing thereform. 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 On Share Capital and Substantial Shareholders Shareholding The Proposed Acquisition will not have any effect on the share capital and substantial shareholders shareholding of the Company as it does not involve any issuance of new shares by the Company. 6

7 6.2 On Earnings Per Share, Net Assets Per Share and Gearing The Proposed Acquisition is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of the Company for the current financial year ending 31 December However, the Proposed Acquisition is expected to contribute positively to the future earnings of the BDB group of companies ( BDB Group ). 7. APPROVALS REQUIRED The Proposed Acquisition does not require the approval of the shareholders. 8. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST The Land is presently owned by PKNK, who is a major shareholder of BDB and wholly owns KTPCC. Therefore, PKNK is interested in the Proposed Acquisition. Dato Abd Rahim bin Man, who is a director of BDB and KHSB, is also the Chief Executive Officer of PKNK and a director of KTPCC. Dato Izham Bin Yusoff, who is a director of BDB and KHSB, is also a Member of PKNK s executive committee (EXCO). Dato Hj Abdul Rahman bin Ibrahim, who is a director of BDB and KHSB, is also a former Chief Executive Officer of PKNK and was involved in the negotiations of the Development Agreement. Accordingly, Dato Abd Rahim bin Man, Dato Izham Bin Yusoff and Dato Hj Abdul Rahman bin Ibrahim are deemed interested in the Proposed Acquisition and have abstained from deliberations and voting at the relevant Board meetings of the BDB in relation to the Proposed Acquisition. Save as disclosed above, none of the directors or major shareholders of BDB or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition. 9. OTHER TRANSACTIONS WITH RELATED PARTIES There have been no other transactions entered into between the BDB Group and KTPCC during the twelve (12) months preceding the date of this announcement. 10. AUDIT COMMITTEE S RECOMMENDATION The audit committee of BDB ( Audit Committee ), after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of BDB Group and is not detrimental to the interests of the minority shareholders of BDB. The Audit Committee of BDB is of the view that the Proposed Acquisition is fair, reasonable and on normal commercial terms. In arriving at its view above, the Audit Committee had taken into consideration, among others, the following: the rationale for the Proposed Acquisition as set out in Section 3 above; (b) the basis of arriving at the Purchase Price as set out in Section 2.8 above; 7

8 (c) the salient terms and conditions of the SPA as set out in Section 2.7 above; and (d) the prospects of the Land as set out in Section 4 above. 11. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of BDB, having considered all aspects of the Proposed Acquisition including but not limited to the rationale, fairness of consideration, the SPA and recommendation by the Audit Committee, is of the opinion that the Proposed Acquisition is in the best interests of BDB Group and is not detrimental to the interests of the minority shareholders of BDB. The Board of Directors is of the view that the Proposed Acquisition is fair and reasonable. 12. HIGHEST PERCENTAGE RATIO The highest percentage ratio pursuant to paragraph 10.02(g) Bursa Chapter 10 Transactions is 4.08%. 13. COMPLETION TIMEFRAME Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed within three (3) months from today unless extended by the mutual agreement of both parties. 14. DOCUMENTS FOR INSPECTION The SPA is available for inspection at the registered office of the Company at Level 9 & 10, Menara BDB, 88, Lebuhraya Darulaman Alor Setar, Kedah from Sundays to Thursdays during normal business hours (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 15 December