(SPL and ACP individually a Party and collectively the Parties )

Transcription

1 SALCON BERHAD ( SALCON OR THE COMPANY ) DISPOSAL BY SALCON POWER (HK) LIMITED ( SPL OR THE SELLER ), A WHOLLY-OWNED SUBSIDIARY OF SALCON, OF THE BUSINESS OF A PORTFOLIO COMPRISING 208 UNITS OF SOLAR PHOTOVOLTAIC ELECTRICITY GENERATING SYSTEMS TO ACP SOLAR LIMITED ( ACP OR THE PURCHASER ) FOR A TOTAL CASH CONSIDERATION OF 949, (EQUIVALENT TO APPROXIMATELY RM5,193,078*) 1. INTRODUCTION Pursuant to Paragraphs 10.06(1) and of Bursa Malaysia Securities Berhad ( Bursa Securities ) Main Market Listing Requirements ( Main LR ), the Board of Directors of Salcon wishes to announce that SPL had on 8 November 2018 entered into an agreement for the sale and purchase of the business of a portfolio comprising 208 units of solar photovoltaic ( PV ) electricity generating systems ( the PV Systems ) ( SPA I ) with ACP for the disposal of 208 units of the PV Systems together with the Airspace Leases, Purchased Contracts [as defined in Section 5.1(e) below] and Feed-In Tariff ( FIT ) Registrations [as detailed in Section 6.1.1(b) below], the goodwill attaching to the business and incidental rights relating to them ( Assets I ) by SPL to ACP for a total cash consideration of 949, (equivalent to approximately RM5,193,078*) ( Disposal Consideration I ) ( Transaction I ). (SPL and ACP individually a Party and collectively the Parties ) 2. INFORMATION ON SPL SPL is a private company limited by shares registered in Hong Kong on 26 May 2009 under registration number and having its registered address at 11A, Yue On Commercial Building, Lockhart Road, Wan Chai, Hong Kong. SPL s current issued and paid up share capital is HKD1.0. The existing directors of SPL are Tan Sri Dato Tee Tiam Lee, Dato Leong Kok Wah and Mr Law Woo Hock. The principal activity of SPL is sales of solar power products and solar energy in the United Kingdom ( UK ). The Seller is the legal and beneficial owner of 208 units of PV Systems all of which are: (i) (ii) operational and installed on residential rooftops in England and Wales under Airspace Leases with the respective lessors of the Premises [as defined in Section 5.1(d) below] ( Landlords ); FIT Eligible Installations [as defined under notes to Section 6.1.1(b) below] which have been registered with the relevant licensed energy suppliers in the UK ( FIT Licensees ) to receive any renewable benefit (including but not limited to generation payments and export payments) payable under the feed-in tariffs order made in accordance with UK Electricity Act 2008 and/or the standard licence conditions of electricity supply licences published by the UK Office of Gas and Electricity Markets relating to the PV Systems including any monetary payments ( Feed-In Tariff Payments ) for the electricity generated by the PV Systems and sold to the national grid; and Page 1 of 10

2 (iii) entitled to (but subject to the obligations of) various Purchased Contracts which have been entered into by the Seller in connection with the PV Systems. 3. INFORMATION ON ACP ACP is a private company limited by shares registered in England and Wales on 14 December 2017 under registration number and having its registered office at 1 King s Arms Yard, London EC2R 7AF with an issued and paid-up share capital of 1. The existing Directors and Shareholders of ACP are as follows:- No. Directors 1. Ka Wai Yu 2. David Gudgin No. Shareholders No. of Ordinary Share held 1. ACP I Shareco Limited, a wholly 1 (100%) owned subsidiary of Albion Community Power Plc (an unlisted UK public company) The principal activity of ACP is to procure, own and operate solar PV asset in UK. 4. TRANSACTION WITH THE SAME PARTY FOR THE PRECEDING 12 MONTHS SPL had on 27 February 2018 entered into an agreement for the sale and purchase of the business of a portfolio comprising 983 units of the PV Systems ( SPA II ) with ACP for the disposal of 983 units of the PV Systems together with the Airspace Leases, FIT Registrations and Purchased Contracts, the goodwill attaching to the business and incidental rights relating to them ( Assets II ) by SPL to ACP for a total cash consideration of 3,949, (equivalent to approximately RM21,556,569**) ( Disposal Consideration II ) ( Transaction II ) which was completed on 27 February SPA I and SPA II are collectively referred to as SPAs. Assets I and Assets II are collectively referred to as Assets. Transaction I and Transaction II are collectively referred to as the Transactions. Disposal Consideration I and Disposal Consideration II are collectively referred to as the Disposal Considerations. 5. INFORMATION ON THE ASSETS 5.1 Included Assets The Assets, being the assets of the Seller to be sold to the Purchaser for the purposes of the SPAs are (subject to the exclusions in Section 5.2 listed below): Page 2 of 10

3 (a) (b) the PV Systems; the Goodwill; Goodwill means the goodwill of the business of owning and operating the PV Systems and Assets at the Premises [as defined in Section 5.1(d) below] ( Business ) with the exclusive right to carry on the Business in succession to the Seller and the right of the Purchaser to represent itself as carrying on business in succession to the Seller; (c) the Airspace Leases Airspace Leases means the airspace leases entered into between the Seller and the Landlords for each of the Premises leased by the Seller for the authorised use of installing and using the PV Systems and the generation and sale of any excess electricity to the FIT Licensees. (d) the Premises; Premises means the rooftops of the buildings forming part of the Landlords properties where the PV Systems are installed. (e) the benefit or burden of any of the Purchased Contracts; Purchased Contracts means the list of purchased contracts which have been entered into by the Seller in connection with the PV Systems which are in existence as at the date of the respective SPAs and will continue to remain in force and effect post Completion [as detailed in Section listed below]. (f) the Information; Information means all information on the PV Systems including the microgeneration certificate scheme certificate, electrical certificate, design of the system, serial number of the modules and inverter, mortgage providers consent, contacts of the landlords and lease registration and invoices and payment records. (g) the Records; and Records means the asset register relating to the PV Systems including the meter point administration numbers, meter serial numbers, azimuth, pitch, FIT registration numbers, solar lease registration numbers, tariff code, occupier names and occupiers telephone numbers and other documents supporting the asset register. (h) the benefit of any claims in respect of the Airspace Leases and the Purchased Contracts. 5.2 Excluded Assets The following items, being the Excluded Assets, are expressly excluded from the sale and purchase of the Business and the Assets: Page 3 of 10

4 1. any asset not referred to in Section 5.1 listed above or any right or interest in respect of them; 2. the accounts receivables/any debts or other sums due or payable to the Seller at or prior to Completion; or 3. any cash in hand or at bank ; or 4. any amount due or recoverable in respect of tax relating to the Business attributable to periods or transactions completed before Completion. 6. DETAILS ON THE TRANSACTIONS 6.1 Salient terms of the SPAs SPL shall sell with full title guarantee and ACP shall purchase the Assets with a view to carrying on the Business from Completion as a going concern in succession to the Seller Disposal Consideration I The Disposal Consideration I shall be in the sum of:- (a) 901, (equivalent to approximately RM4,933,424*) (the Initial Consideration I ) which shall be deposited with the Purchaser s solicitors and released to the Seller at Completion; and (b) 47, (equivalent to approximately RM259,654*) (the Further Consideration I ) which shall be released to the Seller when the FIT Licensees confirm the ^FIT Registrations of all of the 208 ^FIT Eligible Installations have been transferred to the Purchaser, all of the Purchased Contracts have been assigned or novated to the Purchaser, all the Airspace Leases have been registered at the relevant land registry and all of the remedial work has been completed. The Parties shall review on a six monthly basis the percentage of FIT Registrations and Airspaces Leases which have been successfully transferred to the Purchaser and the remedial work completed, so as to agree the sum to be released to the Seller at the end of each sixth month. ^Notes: FIT Registrations means solar photovoltaic installations to premises which are already occupied and that the authority has determined and confirmed are accredited for the FIT scheme for the support of the generation of electricity from renewable resources established under the relevant UK Electricity Act 2008 and eligible to receive Feed-In Tariff Payments for the electricity generated by the installation ( FIT Eligible Installations ) which are duly registered with the FIT Licensees to sell any excess electricity to the FIT Licensee in consideration of receiving the Feed-In Tariff Payments; Any payment to be made pursuant to Section of this announcement shall be made by the Purchaser s solicitors by telegraphic transfer for same day value to the bank account of the Seller. The Purchaser shall update the Seller on the progress of the transfers of the FIT Registrations and registrations of the Airspace Leases on a six monthly basis. Page 4 of 10

5 6.1.2 Allocation of Disposal Consideration I The Parties agree the Initial Consideration I and Further Consideration I shall be allocated between the Assets I as follows: (a) (b) 947, (equivalent to approximately RM5,181,697*) for the sale and purchase of the PV Systems together with the FIT Registrations attaching thereto; and 2, (equivalent to approximately RM11,381*) for the transfer of the Airspace Leases Disposal Consideration for Transaction II The disposal consideration for Transaction II shall be in the sum of:- (a) (b) (c) 3,752, (equivalent to approximately RM20,478,741**) (the Initial Consideration II ) which had been deposited with the Purchaser s solicitors and released to the Seller at Completion i.e. 27 February 2018; and 197, (equivalent to approximately RM1,077,828**) (the Further Consideration II ) which shall be deposited with the Purchaser s solicitors at Completion and released to the Seller when the FIT Licensees confirm the FIT Registrations of all of the 983 FIT Eligible Installations have been transferred to the Purchaser, all of the Purchased Contracts have been assigned or novated to the Purchaser and all the Airspace Leases have been registered at the relevant land registry. The parties shall review on a six monthly basis the percentage of FIT Registrations and Airspaces Leases which have been successfully transferred to the Purchaser and agree the sum to be released to the Seller at the end of each sixth month; and 78, (equivalent to approximately RM425,843**) (the Conditional Payment ) which shall be payable as an increase in consideration for the Assets II in the event the Purchaser subsequent to the date of the SPA II agrees with the Seller to purchase 267 units or more of PV Systems owned by the Seller. The Conditional Payment shall be payable together with completion for the sale and purchase of those additional units under a separate agreement but on the same terms as set out in the SPA II. Any payment to be made pursuant to Section of this announcement shall be made by the Purchaser s solicitors by telegraphic transfer for same day value to the bank account of the Seller. The Purchaser shall update the Seller on the progress of the transfers of the FIT Registrations and registrations of the Airspace Leases on a six monthly basis. The Further Consideration II had been deposited with the Purchaser s solicitors but yet to be released to the Seller and Conditional Payment was not paid as at the date of announcement. Page 5 of 10

6 6.1.4 Allocation of Disposal Consideration II The Parties agree the Initial Consideration II and Further Consideration II shall be allocated between the Assets II as follows: (c) (d) 3,939, (equivalent to approximately RM21,502,920**) for the sale and purchase of the PV Systems together with the FIT Registrations attaching thereto; and 9, (equivalent to approximately RM53,649**) for the transfer of the Airspace Leases Completion Completion means performance by the Seller and the Purchaser of their respective obligations under the respective SPAs are as follows:- (i) Time for Completion Completion shall take place immediately after the signing and exchanging of the respective SPAs at the offices of the Purchaser s solicitors. The dates of Completion are 8 November 2018 and 27 February 2018 for SPA I and SPA II respectively. (ii) Seller s Completion Obligations The Seller shall deliver or cause to be delivered to the Purchaser among others, as follows: relevant form from UK land registry for the transfer of the Airspace Leases duly executed by the Seller; all the digital version of the title deeds relating to the Airspace Leases; the FIT Registration transfer forms signed by the Seller for the PV Systems; the Information and the Records; a legal opinion given by Seller s solicitors confirming that the Seller is duly incorporated and validly existing under the laws of Hong Kong, that the respective SPAs has been duly executed and constitutes a legally binding obligation of the Seller and that the Assets are not subject to any encumbrances which have been registered in Hong Kong; a written acknowledgment from the Seller that no amounts are owed to the Seller in respect of the Business or Assets. A copy of the minutes of a meeting of the directors of the Seller authorising the execution by that party of the respective SPAs and of any other documentation that may be necessary or desirable arising out of or in connection with the SPAs or the transactions contemplated thereby. Page 6 of 10

7 (iii) Purchaser s Completion Obligations upon completion of Seller s Completion Obligations Effect of SPAs Purchaser solicitors shall pay the sum of Initial Consideration on behalf of the Purchaser to the Seller. The Purchaser shall provide to the Seller copies of all its corporate authorisations to enter into the respective SPAs. The execution and delivery of the SPAs and the fulfillment and performance of and compliance with the terms of the SPAs do not and will not:- (a) (b) terminate, make subject to termination or adversely affect from the point of view of the Business its enjoyment of any present or future benefit or privilege under the Purchased Contracts, Airspace Leases or FIT Registrations; or result in any customer of or supplier to the Business under the Purchased Contracts, Airspace Leases or FIT Regulations ceasing to deal, or substantially reducing the existing level of its dealings, with the Business and the Seller is not aware of any intention on the part of any such customer or supplier to cease so to deal or so to reduce the existing level of such dealings. 6.2 Basis of Arriving at and Justification for the Disposal Considerations The respective Disposal Considerations was arrived at on a willing-buyer willing-seller basis after taking into consideration of the generated electricity yield and FIT tariff rates. The yield depends on the amount of energy i.e. irradiation collected on the solar panel/collector plane. The FIT tariff rates granted by the UK authority varies depending on the date of registration of the solar panels with the UK authority. 6.3 Liabilities to be assumed by ACP There are no liabilities including contingent liabilities and guarantees to be assumed by ACP arising from the Transactions. 7. ESTIMATED TIMEFRAME FOR COMPLETION The Transaction I was completed on 8 November FINANCIAL INFORMATION OF THE ASSETS The net book value of the Assets I in respect of the Transaction I is 841, (equivalent to approximately RM4,605,296*). The net book value of the Assets II in respect of the Transaction II is 4,098, (equivalent to approximately RM22,365,982**). Page 7 of 10

8 9. PROPOSED UTILISATION OF PROCEEDS OF THE TRANSACTIONS Transaction I Details of Utilisation Repayment of intercompany loan Amount allocated 949, equivalent to approximately RM5,193,078* Intended timeframe for utilisation 6 months from date of SPA I Transaction II Repayment of intercompany loan 3,949, equivalent to approximately RM21,556,569** 1. The Initial Consideration II of 3,752, had been utilised. 2. The Further Consideration II of 197, will be utilised within 6 months from date of receipt of the said amount. 10. DATE AND ORIGINAL COST OF INVESTMENT Transactions Date of Investment Cost of Investment Transaction I 3 February ,119,519 equivalent to approximately RM6,125,448* Transaction II 3 February ,267,358 equivalent to approximately RM28,747,660** 11. EXPECTED GAIN TO SALCON GROUP Transactions Expected Gain ( ) Expected Gain (RM) Transaction I 158, equivalent to approximately 865,619* Transaction II 169, equivalent to approximately 926,156** TOTAL 327, equivalent to approximately 1,791, RATIONALE AND BENEFIT OF THE TRANSACTIONS The Transactions are to unlock the value of the investments in the PV Systems and subsequently to repay the inter-company loans. This would enable the Salcon group to have greater financial flexibility to pursue future potential business opportunities. Page 8 of 10

9 13. EFFECTS OF THE TRANSACTIONS 13.1 Share capital and substantial shareholders shareholding The Transactions do not have any effect on the share capital and substantial shareholders shareholdings of the Company Net assets per share and gearing Based on the latest audited financial statements for the year ended 31/12/2017, the Transactions will not have any effect on the net assets per share and gearing of Salcon group Loss per share For illustration purposes, the effects of the Transactions on consolidated loss per share for the financial year ending 31/12/2018 are as follows: Consolidated loss after tax attributable to owners of the Company Numbers of Salcon Shares ( 000) FYE 31/12/2017 After Transaction After Transaction (RM 000) I (RM 000) II (RM 000) (23,822) (22,956) (22,030) 673, , ,694 Basic loss per share (3.54) (3.41) (3.27) 14. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of Salcon, as well as persons connected to them, have any interest, direct or indirect, in the Transactions. 15. PERCENTAGE RATIOS The highest percentage ratio applicable to the Transactions pursuant to Paragraph 10.02(g) and Paragraph (Principle of Aggregation for Transactions) of the Main LR computed based on Salcon s audited consolidated financial statements for the financial years ended 31 December 2016 (for Transaction II) and 31 December 2017 (for Transaction I) are as follows:- Transactions Disposal Consideration ( ) Disposal Consideration (RM) Highest Percentage Ratio Date of SPAs Transaction II 3,949,753.38# 21,556,569# 4.45% 27 February 2018 Transaction I 949, ,193, % 8 November 2018 TOTAL 4,898, ,749, % - Note:- #Exclude Conditional Payment of 78, equivalent to approximately RM425,843**. Page 9 of 10

10 16. DIRECTORS STATEMENT The Board of Directors of Salcon, after having considered the Transactions, is of the opinion that the Transactions are in the best interest of the Company. 17. APPROVALS REQUIRED The Transactions are not subject to the approval of the shareholders of the Company or any government authorities. 18. DOCUMENTS FOR INSPECTION Copies of the SPAs relating to the Transactions are available for inspection at the registered office of the Company at 15th Floor, Menara Summit, Persiaran Kewajipan, USJ 1, UEP Subang Jaya, Selangor Darul Ehsan during normal office 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 9 November Notes:- * Based on the exchange rate of 1 = RM on 8/11/2018, being the SPA I date, as set out in the Bank Negara s website, subject to rounding. ** Based on the exchange rate of 1 = RM on 27/2/2018, being the SPA II date, as set out in the Bank Negara s website, subject to rounding. Page 10 of 10