ANNOUNCEMENT SUBJECT : TRANSACTION (CHAPTER 10 OF LISTING REQUIREMENTS) GABUNGAN AQRS BERHAD ( GBGAQRS OR THE COMPANY )

Transcription

1 ANNOUNCEMENT SUBJECT : TRANSACTION (CHAPTER 10 OF LISTING REQUIREMENTS) GABUNGAN AQRS BERHAD ( GBGAQRS OR THE COMPANY ) PROPOSED SALE OF LAND BY THE COMPANY S WHOLLY-OWNED SUBSIDIARY, NUSVISTA DEVELOPMENT SDN BHD TO GADANG CONSTRUCTION SDN BHD AT A CONSIDERATION OF RM55,690, INTRODUCTION Pursuant to Paragraph 10.06(1) of the Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad, the Board of Directors of the Company ( Board ) wishes to announce that Nusvista Development Sdn Bhd (Company No U) ( Nusvista or Vendor ), a whollyowned subsidiary of the Company has on 6 February 2017 entered into a Sale and Purchase Agreement ( SPA ) with Gadang Construction Sdn Bhd (Company No H) ( Gadang Construction or Purchaser ) for the sale of a piece of land more particularly described in subparagraph 2.3 hereinbelow ( Land ) free from all charges, liens encumbrances and restraints whatsoever on an as is where is basis and with vacant possession but subject to all conditions of title whether express or implied, and the existing category of land use affecting the Land, and upon the terms and conditions of the SPA for a total consideration of RM55,690, ( Sale Consideration ) ( Proposed Sale of Land ). 2. INFORMATION ON THE PROPOSED SALE OF LAND 2.1 Information on the Vendor Nusvista was incorporated on 9 November 2009 in Malaysia under the Companies Act, 1965 ( Act ) and is a wholly-owned subsidiary of the Company via AQRS The Building Company Sdn Bhd (Company No X). Nusvista s authorised share capital is RM500, comprising 500,000 ordinary shares of RM1.00 each, all of which have been issued and fully paid-up. Nusvista is principally involved in property development activities. 2.2 Information on the Purchaser Gadang Construction was incorporated on 1 August 1988 in Malaysia under the Act and is a wholly-owned subsidiary of Gadang Holdings Berhad (Company No K) via Gadang Engineering (M) Sdn Bhd (Company No V). Its authorised share capital is RM2,000, comprising 2,000,000 ordinary shares of RM1.00 each, out of which RM1,500, comprising 1,500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. Gadang Construction is principally engaged in earthwork, building and civil engineering contractor activities. 2.3 Information on the Land The Land measures in area approximately 10,779 square metres and held under H.S. (D) P.T in Mukim of Sungai Buloh, District of Petaling, State of Selangor Darul Ehsan. More information on the Land are as shown below:- 1

2 Description Held under H.S. (D) P.T in Mukim of Sungai Buloh, District of Petaling, State of Selangor Darul Ehsan Proprietor Nusvista Category of Land Use Bangunan Express Condition Bangunan Perniagaan Restriction-in-interest Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri Land Area Approximately 10,779 square metres Existing Usage None Buildings Erected None Approximate Age Not applicable of the Buildings Tenure 99-year leasehold land expiring on 13 May 2108 Date of Purchase 18 November 2009 Original Cost RM38,288, of Investment Net Book Value RM38,582, (as at 31 December 2016) Encumbrances Charged to United Overseas Bank (Malaysia) Bhd All land premium for the conversion of the Express Condition to Bangunan Perniagaan have been paid and fully settled to the relevant authorities. 2.4 Basis of the Sale Consideration The Sale Consideration was arrived at based on negotiations between the parties after taking into consideration amongst others, the following:- i) the original cost of investment of the Land; and the prevailing market value of the Land. 2.5 Salient Terms of the SPA The salient terms of the SPA include, amongst others, the following: Payment Mode of Sale Consideration The Sale Consideration shall be satisfied in cash and bank borrowings by Gadang Construction and payable in the following manner:- i) Earnest Deposit Earnest deposit of RM1,113, (2% of Sale Consideration) shall be released to Nusvista by Nusvista s agent simultaneously with the execution of the SPA. Balance Deposit Balance deposit of RM4,455, (8% of Sale Consideration) shall be paid by Gadang Construction upon execution of the SPA in the following manners:- RM1,670, (3% of Sale Consideration) ( RPGT Retention Sum ) to the Purchaser s Solicitors as stakeholders being the sum retained for payment of real property gains tax to the Department of Inland Revenue; and RM2,784, (5% of Sale Consideration) to Nusvista by way of deposit and part payment towards the Sale Consideration. 2

3 i Balance Purchase Price Balance Purchase Price of RM50,121, to be paid to the Vendor s solicitors as stakeholders within ninety (90) days from the date of the receipt by the Purchaser s Solicitors:- of the Economic Planning Unit ( EPU ) Approval in writing from EPU ( EPU Approval ); and from the Vendor or the Vendor s Solicitors the original copy of the consent to transfer from the State Government of Selangor for the transfer of the Land to the Purchaser ( Consent to Transfer ) ( Completion Date ) Conditions Precedent The Vendor and the Purchaser acknowledge that this SPA is subject to the following conditions precedent to be fulfilled within six (6) months from the date of the SPA ( Conditional Period ):- i) the Purchaser shall be applying for the EPU Approval; and the Vendor shall be applying to obtain the Consent to Transfer. If the Conditions Precedent are not fulfilled or satisfied within the Conditional Period, the Vendor or the Purchaser, as the case may be, shall be entitled to an automatic further extension of three (3) calendar months ( Extended Conditional Period ) to obtain the same. 2.6 Expected Gain and Utilisation of Proceeds i) The expected gain from the Proposed Sale of Land is approximately RM11,659, (net of tax); and The net proceeds arising from the Proposed Sale of Land are expected to be primarily utilised for the full settlement of the redemption sum due and payable to Nusvista s financier in order to obtain a valid and registrable discharge of the existing charge on the Land from Nusvista s financier. 2.7 Liabilities to be assumed by the Purchaser Save for the obligations owing to the end-financiers (if any), there are no other liabilities to be assumed by the Purchaser from the Proposed Sale of Land. 3. RATIONALE OF THE PROPOSED SALE OF LAND The Proposed Sale of Land is part of the GBGAQRS group s ongoing monetization programme where the GBGAQRS group disposes of selected pieces of land to (i) raise funds as working capital for the GBGAQRS group s construction order books of approximately RM1.7 billion, and/or ( repay bank borrowings which is in line with the GBGAQRS group s de-gearing exercise to strengthen its financial footing. 3

4 Also as part of the GBGAQRS group s ongoing monetization programme:- the GBGAQRS group plans to dispose of all that parcel of leasehold land measuring in area approximately acres which forms part of the land held under Master Title PN Lot [previously held under H.S. (D) 2487 P.T. 6250] in Mukim of Dengkil, District of Sepang, State of Selangor Darul Ehsan when the Master En-Bloc Purchase Agreement is executed with PR1MA Corporation Malaysia ( PR1MA ), which is expected by the end of first financial quarter ending 31 March 2017; and the Group is currently sourcing for potential purchaser(s) for the piece of land measuring approximately 5.16 acres in Kinrara Uptown, Puchong, Selangor Darul Ehsan. 4. FINANCIAL EFFECTS OF THE PROPOSED SALE OF LAND 4.1 Share capital and shareholdings of the substantial shareholders The Proposed Sale of Land will not have any effect on the issued and paid-up share capital of the Company and substantial shareholders shareholdings, as the Proposed Sale of Land does not involve any issuance of shares in the Company. 4.2 Net assets ( NA ) and NA per share The Proposed Sale of Land is expected to have a positive impact on the NA and NA per share of the Company for the financial year ending 31 December 2017 ( FYE 2017 ). 4.3 Earnings and earnings per share The Proposed Sale of Land is expected to have a positive impact on the earnings and earnings per share of the Company for FYE Gearing The Proposed Sale of Land will reduce the gearing of the Company. 5. RISK RELATING TO THE PROPOSED SALE OF LAND The Proposed Sale of Land is not expected to have any associated material risk factor except for the EPU Approval and Consent to Transfer being obtained from the EPU and the State Government of Selangor respectively. 6. APPROVALS REQUIRED The Proposed Sale of Land is not subject to the approval of shareholders of the Company but the EPU Approval and Consent to Transfer being obtained from the EPU and the State Government of Selangor respectively. 4

5 7. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Sale of Land pursuant to Paragraph 10.02(g) of the MMLR is 17.34% based on the Audited Financial Statements of GBGAQRS as at 31 December INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors and major shareholders of the Company and persons connected with them has any interest, direct or indirect, in the Proposed Sale of Land. 9. BOARD OF DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Sale of Land, is of the opinion that the Proposed Sale of Land is in the best interest of Nusvista and the Company. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Sale of Land is expected to be completed by the third financial quarter of the Company in DOCUMENT FOR INSPECTION The SPA dated 6 February 2017 is available for inspection at the Registered Office of the Company, H-73-1, Blok H, Jalan Teknologi 3/9, Bistari De Kota, Kota Damansara, PJU 5, Petaling Jaya, Selangor Darul Ehsan on Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement. This announcement is dated 6 February