The Property was constructed in the 18 th century, i.e. between 1 January 1701 and 31 December 1800.

Transcription

1 PERDUREN (M) BERHAD ( PERDUREN OR COMPANY ) PROPOSED ACQUISITION BY FITZROVIA DEVELOPMENT LIMITED ( FITZROVIA ), AN INDIRECT 75%-OWNED SUBSIDIARY OF PERDUREN, OF A FIVE (5)-STOREY OFFICE BUILDING LOCATED AT 93 GREAT TITCHFIELD STREET, FITZROVIA, LONDON W1W 6RP ( PROPERTY ) FROM DAVID WHARIN AND KEVIN JEFFERY GREEN FOR A TOTAL CASH CONSIDERATION OF 6,375,000 (EQUIVALENT TO RM34.9 MILLION) ( PROPOSED ACQUISITION ) For the purpose of this Announcement, refers to Pound Sterling and RM refers to Ringgit Malaysia. Unless otherwise stated, the exchange rate of 1.00 to RM5.4791, being the middle rates as quoted by Bank Negara Malaysia as at 5.00 p.m. on 29 April 2015, being the last market day prior to the date of this Announcement is used throughout this Announcement. 1. INTRODUCTION On behalf of the Board of Directors of Perduren ( Board ), Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce that Fitzrovia, an indirect 75%-owned subsidiary of Perduren, has today, entered into a conditional sale and purchase agreement ( SPA ) with David Wharin and Kevin Jeffery Green (collectively, the Vendors ) for the Proposed Acquisition. 2. DETAILS OF THE PROPOSED ACQUISITION Pursuant to the SPA, the Vendors have agreed to sell and Fitzrovia has agreed to purchase the Property for a total cash consideration of 6,375,000 (equivalent to RM34.9 million) upon the terms stipulated in the SPA. 2.1 Details of the Property The Property is a five (5)-storey office building with approximately 5,058 square feet ( sq. ft. ) of gross internal area ( GIA ). Excluding the communal space of hallway well and stairwells, the Property comprises of approximately 3,941 sq. ft. of net internal area. The Property is located within the London Borough of Westminster jurisdiction. The entire Property is currently let out as office for an annual rental of 138,751 (equivalent to RM760,231). As at 29 April 2015, being the latest practicable date prior to this Announcement ( LPD ), the Property is tenanted under two (2) lease agreements which are expiring today and 31 July Further details of the Property are as follows: Title : NGL Address : 93 Great Titchfield Street, Fitzrovia, London, W1W 6RP Age of the buildings : Approximately 250 years Tenure : Freehold Registered owners : David Wharin and Kevin Jeffery Green Encumbrances : Nil Note: The Property was constructed in the 18 th century, i.e. between 1 January 1701 and 31 December The Property is intended to be redeveloped into four (4) luxury apartments with an estimated total net sales area ( NSA ) of 4,873 sq. ft. ( Proposed Development ). Further details of the Proposed Development are set out in Section 2.3 of this Announcement. 1

2 2.2 Salient terms of the SPA Deposit Fitzrovia is to pay a deposit of 637,500 (equivalent to RM3.5 million) ( Deposit ) to the Vendors on the date of the SPA, which shall be held by the Vendors solicitors as the stakeholder in an interest bearing account. The Vendors are entitled to all the interest on the Deposit from the said interest bearing account Completion The completion of the Proposed Acquisition is to take place on 1 May 2015 ( Completion Date ) upon which the balance of the purchase consideration, i.e. the purchase consideration less the Deposit, is payable to the Vendors and the legal title to the Property will be transferred to Fitzrovia Notice to complete If Fitzrovia does not complete the Proposed Acquisition on the Completion Date, the Vendors may serve Fitzrovia a notice to complete. If Fitzrovia fails to complete within ten (10) working days of serving a notice to compete, excluding the day on which the notice is served, the Vendors may rescind the SPA, and if it does so, it may: (i) (ii) (iii) forfeit and keep any Deposit and accrued interest from the interest bearing account; resell the Property; and/or claim damages. If the Vendors do not complete the Proposed Acquisition on the Completion Date, Fitzrovia may serve the Vendors a notice to complete. If the Vendors fails to complete within ten (10) working days of serving a notice to compete, excluding the day on which the notice is served, Fitzrovia may rescind the SPA, and if it does so, the Deposit is to be repaid to Fitzrovia with accrued interest from the interest bearing account Possession The Property is sold subject to and with the benefit of the leases and the rights of the tenants under the leases. 2.3 Details of the Proposed Development The breakdown of the Proposed Development is set out below: Unit Floor No. of bedrooms NSA (sq. ft.) Unit 1 Lower ground and ground 3 2,184 Unit 2 First (1 st ) floor 2 1,098 Unit 3 Second (2 nd ) floor Unit 4 Third (3 rd ) floor Total 4,873 2

3 The Proposed Development is expected to commence in the second (2 nd ) half of 2015 with an estimated development period of fifteen (15) months. Fitzrovia intends to sell the Property upon completion of the Proposed Development and the sales of the four (4) luxury apartments are expected to generate estimated sales proceeds of 9.3 million (equivalent to RM51.0 million). The estimated total cost for the Proposed Development is approximately 1.3 million (equivalent to RM7.1 million). The development cost is proposed to be financed via a combination of advances from the shareholders of Fitzrovia, namely Perduren and SIP 93GT Ltd, on a several basis in proportion to and to the extent of their respective shareholdings in Fitzrovia ( Shareholders Advances ) and/or bank borrowings. Further details on the shareholders of Fitzrovia are set out in Section 2.5 of this Announcement. The advance to Fitzrovia by Perduren, estimated at 975,000 (equivalent to RM5.3 million), will be funded from the internally generated funds of the Company. On 14 October 2014, the Westminster City Council granted the development permission (14/06422/FULL) and consent for works (14/06423/LBC) for the Proposed Development works as follows ( Planning Permission ): (i) (ii) (iii) use of the Property as four (4) residential units; erection of a glazed extension over the ground floor rear courtyard area and erection of a first (1 st ) floor rear extension; and associated internal alterations at all floors including the creation of additional floor space at basement level. The Planning Permission is granted subject to the condition that the Proposed Development shall be commenced within three (3) years from 14 October Background information on the Vendors The Vendors are David Wharin of 28 Deepdene Wood, Dorking, Surrey, RH5 4BG and Kevin Jeffery Green of 8 Lansdown, Guildford, Surrey, GU1 2LY. The Vendors are both British citizens. 2.5 Background information on Fitzrovia Fitzrovia was incorporated in the United Kingdom on 11 March As at the LPD, the shareholding structure of Fitzrovia is as follows: Shareholders % Perduren Holding Company Limited 75 SIP 93GT Ltd (2) 25 Total 100 Notes: (2) A wholly-owned subsidiary of Bendera Majujaya Sdn Bhd, which in turn is a wholly-owned subsidiary of Perduren. A company incorporated in the British Virgin Islands ( BVI ) under the BVI Business Companies Act, 2004 as a BVI Business Company and a wholly-owned subsidiary of Summit Investment Partners Limited. As at the LPD, the directors of Fitzrovia are Koo Siew Ling, Lau Lee Hoong, Dato Azrene binti Abdullah and Lok Beng Seong. As at the LPD, the issued and paid-up share capital of Fitzrovia is 1,000 comprising 1,000 shares. 3

4 Fitzrovia intends to carry on the business of property development. 2.6 Basis, justification and manner of satisfaction for the purchase consideration The purchase consideration was arrived on a willing-buyer willing-seller basis. The Board had engaged Anderson, Wilde & Harris, an independent valuer based in the United Kingdom, regulated under the Royal Institution of Chartered Surveyors to undertake a valuation on the Property. Based on their valuation report dated 15 April 2015, the market value of the Property as at 9 April 2015 with full vacant possession and the Planning Permission as assessed by the said valuer in accordance with the Practice Statements & Guidance Notes set out in the Royal Institution of Chartered Surveyors Valuation Standards Professional (January 2014) was 4,920,000 (equivalent to RM26.9 million). The market value is the estimated amount for which an asset or liability should exchange on the valuation date between a willing-buyer and a willing-seller in an arm s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. In determining their opinion of the market value of the Property, they have considered the size, condition and location of the Property. They have also carried out research and enquiries with local agents to ascertain comparable sales evidence and analysed the existing market commentaries and data in determining their opinion. The method of valuation entails assessing the following: million RM million Total gross development value of the Property based on the comparable sales within its location and immediately surrounding area Less: Estimated costs such as estimated total development cost, selling costs including agents commission, stamp duty and land tax at a rate of four percent (4%) of the purchase consideration, interest on finance and developers profit margin of fifteen percent (15%) of the gross development value Residual market value The assumptions set out above are based on the independent valuer s internal estimates and assumptions, and may differ from actual achievable gross development value and total development costs. The purchase consideration represents a premium of 1,455,000 (equivalent to RM8.0 million) or approximately 29.6% to the appraised market value of the Property. In justifying the purchase consideration, the Board has taken into consideration the feasibility report dated 24 April 2015 prepared by Temple Estates Consulting Ltd ( TECL ), a development management company based in the United Kingdom, on the Proposed Development of the Property and sales of four (4) luxury apartments in the Property based on the recent comparable sales in Fitzrovia, London W1W as detailed below. 4

5 The table below sets out the recent comparable sales in Fitzrovia, London W1W based on the feasibility report prepared by TECL: Address No. of bedrooms Sale value ( ) Sale date Size (sq. ft.) Sale value per sq. ft. ( ) Adjusted sale value per sq. ft. ( ) Flat 51, 10 Clipstone St, W1W 6BF 1 1,500, June ,976 2,020 Flat 1, Seaford Court, W1W 5QR 2 2,350, July ,170 2,098 2,058 Flat 3, 75 Great Titchfield St, W1W 6PE 1 1,500,000 3 July ,953 2,022 Flat 10, Weymouth Court, W1W 6DA 2 2,600,000 9 October ,310 1,985 2,039 Note: Average 2,035 Adjusted to reflect the current estimated sq. ft. value taking into consideration the changes in the average sales price since the sale date. In addition to the above, in Fitzroy Place, being a new office, residential and commercial complex development in Fitzrovia, London, there has been a host of sales in 2014 well in excess of 2,000 per sq. ft. ranging from 2,139 per sq. ft. to 2,619 per sq. ft., averaging approximately 2,352 per sq. ft. Based on the above, TECL expects the sales of four (4) luxury apartments in the Property upon completion of the Proposed Development to be as follows: Unit Floor No. of bedrooms NSA (sq. ft.) Sale value per sq. ft. ( ) Total sale value ( ) Unit 1 Lower ground and ground 3 2,184 1,700 3,712,800 Unit 2 First (1 st ) floor 2 1,098 2,150 2,360,700 Unit 3 Second (2 nd ) floor ,100 1,682,100 Unit 4 Third (3 rd ) floor ,100 1,659,000 Selling costs including agents commission (141,219) Total 4,873 9,273,381 Note: Unit 1 is valued at 2,000 per sq. ft. at ground floor level and seventy percent (70%) of that value at lower ground floor level, which in total produces a value of 1,700 per sq. ft. 5

6 The table below sets out the breakdown of the estimated profit before tax for the sales of four (4) luxury apartments in the Property after the Proposed Development: million RM million Estimated total sales value for the four (4) luxury apartments in the Property after the Proposed Development Less: Purchase consideration for the Proposed Acquisition Stamp duty and land tax at a rate of four percent (4%) on the purchase consideration Estimated total development cost Estimated profit before tax Fitzrovia will satisfy the purchase consideration in cash. Upon the execution of the SPA today, Fitzrovia has paid a cash deposit of 637,500 (equivalent to RM3.5 million), representing ten percent (10%) of the purchase consideration. Fitzrovia will pay the balance of the purchase consideration in cash on the Completion Date. 2.7 Source of funding The purchase consideration will be financed by Fitzrovia via Shareholders Advances. The advance to Fitzrovia by Perduren will be funded from the internally generated funds of the Company. 2.8 Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by Perduren (including Fitzrovia) pursuant to the Proposed Acquisition. The Property to be acquired by Fitzrovia is free from any encumbrance. 2.9 Additional financial commitment As set out in Section 2.3 of this Announcement, an additional estimated financial commitment of approximately 1.3 million (equivalent to RM7.1 million) will be required for the Proposed Development of the Property. 3. PROSPECTS OF THE PROPERTY The Property is situated in the heart of Fitzrovia, to the south of New Cavendish Street and east of Portland Place, the United Kingdom. Surrounding the Property are a wide selection of independent restaurants, boutiques and offices along with residential apartments, attracting both locals and visitors alike. Fitzrovia is home to both the University of Westminster and University College London, making it a popular area for national and international students. The Property benefits from excellent transport links, being surrounded by seven (7) underground stations within a one kilometre radius, namely Great Portland Street, Oxford Circus and Goodge Street underground stations. It is also located within approximately one kilometre from both the proposed crossrail stations at Tottenham Court Road and Bond Street, which are scheduled to open in The said crossrail will reduce the travelling time between Canary Wharf and Heathrow Airport. 6

7 Given its prime location of the building and the Planning Permission as set out in Section 2.3 of this Announcement, the Board envisages that the prospects of the Property will be favourable. 4. RATIONALE AND JUSTIFICATION FOR THE PROPOSED ACQUISITION The Proposed Acquisition and Proposed Development represent a unique opportunity for Perduren and its subsidiaries ( Group ) to invest and develop a strategic property located in Central London. As set out in the prospects of the Property in Section 3 of this Announcement above, the Property sits in a prime location in the heart of Fitzrovia. Given the Property s strategic and prime location, the Board believes that the Proposed Acquisition provides the Company with an opportunity to participate in a property development project in a proven location and it will generate shareholders value for the shareholders of Perduren. Based on the above and upon completion of the Proposed Acquisition and Proposed Development, barring any unforeseen circumstances which may have an adverse impact on the Proposed Acquisition and Proposed Development, the Board expects the Proposed Acquisition and Proposed Development to contribute positively to the future earnings of the Group. 5. RISK FACTORS The Board does not foresee any material risks arising from the Proposed Acquisition and Proposed Development given that the Group is already involved in the property development business. However, there may be additional risks arising from the Proposed Acquisition and Proposed Development which may include, among others, the following: 5.1 Non-completion of the Proposed Acquisition The Proposed Acquisition is subject to completion risk or occurrence of any of the termination events specified in Section of this Announcement. There can be no assurance that none of the termination events may occur. Accordingly, there can be no assurance that the Proposed Acquisition will be completed. Nevertheless, the Company shall use its best endeavours to obtain the satisfaction of all the conditions in a timely manner and mitigate the occurrence of any of the termination events which are within its control to ensure the completion of the Proposed Acquisition. 5.2 Foreign exchange and translation risks Fluctuations in the exchange rate between the Pound Sterling and Ringgit Malaysia may affect the profitability of the Group. However, the Group will match the income with expenditure by using Pound Sterling as the functional currency to hedge the fluctuations in currency exchange. 5.3 Country and sovereign risks Prospects of the Group is subject to the developments in political, economic and regulatory conditions in the United Kingdom such as changes in the general economy, governmental laws, decree, regulation or other requirements affecting property investments and development including any regulation which may affect the sale of properties, repatriation of capital and remittance of profit to or by the Group s British operation back to Malaysia, changes in the political leadership, renegotiation or nullification of existing contracts, changes in interest rates, methods of taxation and currency exchange controls. 7

8 The Board is currently not aware of any adverse developments in the United Kingdom, any change in policies or introduction of new regulations in the United Kingdom that may have an effect on the business operations and financial performance of the Group. Barring any unforeseen circumstances, there are no other significant risk factors associated with the Proposed Acquisition and Proposed Development apart from the business, operational and credit risks inherent in the property development industry. 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share capital and substantial shareholders shareholding The Proposed Acquisition will not have any effect on the issued and paid-up share capital and shareholdings of the substantial shareholders of Perduren as the Proposed Acquisition does not involve any issuance of ordinary shares of RM1.00 each in Perduren ( Share ). 6.2 Net assets ( NA ) per Share and gearing For illustrative purposes only, the proforma effects of the Proposed Acquisition on the NA per Share and gearing of the Group, based on the latest audited consolidated statement of financial position of Perduren as at 31 March 2014, and on the assumption that the Proposed Acquisition had been effected on that date are set out below: Audited as at 31 March 2014 RM 000 After the Proposed Acquisition RM 000 Share capital 136, ,208 Treasury shares (1,199) (1,199) Share premium 8,536 8,536 Capital reserve Retained earnings 70,977 69,127 Shareholders equity/ NA 214, ,947 No. of ordinary shares of Perduren in issue ( 000) 136, ,208 NA per Share (RM) Total borrowings (RM 000) 40,640 40,640 Gearing (times) (2) Notes: (2) After deduction of estimated expenses of RM1.85 million in relation to the Proposed Acquisition including stamp duty and land tax at a rate of four percent (4%) on the purchase consideration, amounting to 255,000 (equivalent to RM1.4 million). Computed based on total borrowings divided by NA. 8

9 6.3 Earnings and earnings per Share ( EPS ) For illustrative purposes only, the proforma effects of the Proposed Acquisition on the earnings of the Group, based on the latest audited consolidated financial statements for the financial year ended 31 March 2014, and on the assumption that the Proposed Acquisition had been effected on that date are set out below: Audited as at 31 March 2014 RM 000 Net profits 6,899 After the Proposed Acquisition RM 000 5,049 No. of Shares 136, ,208 EPS (sen) Note: After deduction of estimated expenses of RM1.85 million in relation to the Proposed Acquisition. As the Proposed Acquisition is expected to be completed in May 2015, the financial effects of the Proposed Acquisition will be reflected in the audited consolidated financial statements of Perduren for the financial year ending 31 March However, the Proposed Acquisition, including the Proposed Development, is expected to contribute positively to the future earnings and EPS of the Group for the financial year ending 31 March APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of Perduren and any relevant authorities and/or party. The Proposed Acquisition is not conditional upon any other corporate exercise/scheme announced by Perduren. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and major shareholders of Perduren and/or persons connected with them has any interest, direct and/or indirect, in the Proposed Acquisition. 9. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition including the rationale and effects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in May

10 11. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 16.26% based on the aggregate value of the consideration given in relation to the Proposed Acquisition compared with the latest audited net assets of the Group for the financial year ended 31 March ADVISER Maybank IB has been appointed as Adviser to the Company for the Proposed Acquisition. 13. DOCUMENTS AVAILABLE FOR INSPECTION The SPA, valuation report and feasibility report are available for inspection at the registered office of Perduren at D3-U6-15, Block D3, Solaris Dutamas, No. 1 Jalan Dutamas 1, Kuala Lumpur, 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 30 April