SELANGOR DREDGING BERHAD - ACQUISITION OF LANDS BY HAYAT ABADI SDN. BHD.

Transcription

1 SUBJECT: SELANGOR DREDGING BERHAD - ACQUISITION OF LANDS BY HAYAT ABADI SDN. BHD. 1. INTRODUCTION Selangor Dredging Berhad ( SDB or Company ) wishes to announce that Hayat Abadi Sdn. Bhd. ( HYSB ), a wholly-owned subsidiary of SDB Properties Sdn. Bhd., had on 13 April 2015 entered into an Agreement ( Agreement ) with SM Fortuneville Sdn. Bhd. ( SFSB ) to acquire the following three (3) pieces of freehold lands for a purchase price of Ringgit Malaysia Eighty Million (RM80,000,000) only ( Purchase Price ):- (a) HS(M) 31374, PT 80704; (b) HS(M) 31375, PT 80705; and (c) HS(M) 31376, PT 80706; all in Tempat Kuyow, Mukim and Daerah Petaling, Negeri Selangor (collectively referred to as said Lands ). (The above are hereinafter collectively referred to as Acquisition ). HYSB will not assume any liabilities, including contingent liabilities to be assumed by SDB, arising from the Acquisition. 2. BACKGROUND INFORMATION 2.1 Information on the said Lands SFSB is a licensed housing developer under the Housing Development (Control and Licensing) Act 1966 and the said Lands are being developed as a gated strata development known as CASONA LUXURY HOMES ( Project ) comprising, inter alia:- (i) (ii) (iii) (iv) (v) 63 units of 3 storey bungalows; 36 units of 3 storey semi-detached houses; 1 unit of power station; 1 unit of management office; and 1 unit of security guard house. SFSB has sold fifteen (15) units of 3-storey bungalows and nine (9) units of 3- storey semi-detached houses to end-purchasers (collectively Sold Units ). SFSB has commenced earthworks and piling works on the said Lands, and constructed on part of the lands two (2) units of 3 storey bungalows, a pair of 3 storey semi-detached houses and one (1) management office complete with facilities prior to the Agreement. SFSB will cease further sale of properties in the Project and works on the said Lands as from the date of the Agreement and revocation of the sale and purchase agreements entered into between SFSB and its end-purchasers will be carried out by SFSB. The Board is unable to disclose the original cost of investment, date of investment and net book value of the said Lands as it is not privy to such information. 2.2 Basis of Arriving at the Purchase Price or Discounted Purchase Price The Purchase Price was arrived at on a willing-buyer willing-seller basis based on the valuation report dated 10 April 2015 of Raine & Horne Internation Zaki + Partners Sdn Bhd,, a firm of independent registered valuer, using the Comparison Method of valuation, which entails critical analyses of recent evidence of values of

2 comparable properties in the neighbourhood and making adjustments for differences. 2.3 Salient Terms of the Acquisition Conditions Precedent The Agreement is conditional on or before the expiry of two (2) months from the date of the Agreement upon ( Conditional Period ):- (a) revocation or mutual termination of all the sale and purchase agreements entered into between SFSB and the end-purchasers in relation to the Sold Units and the end-purchasers confirmation of receipt of full refund of all monies due to them and that they shall have no further claims of any kinds whatsoever in relation to the Sold Units and SFSB s submission of its application to relevant authorities for the cancellation of the Development Licence and Advertisement Permit of the Project; and (b) SFSB s financier s written confirmation that the outstanding loan amounts due from SFSB to SFSB s financier in relation to the existing charge shall not exceed in aggregate a total sum of Ringgit Malaysia Forty Eight Million (RM48,000,000) only. SFSB shall be granted an automatic extension of one (1) month from the expiry of the Conditional Period ( Extended Conditional Period ) Mode of Payment The total purchase consideration of RM80,000,000 for the Lands shall be paid as follows:- (a) A earnest deposit of RM1,600,000 prior to the execution of the Agreement; (b) A balance deposit of RM6,400,000 upon the execution of the Agreement; and The amounts in 2.3.2(a) and 2.3.2(b) shall be released by Teh Kim Teh, Salina & Co., the SFSB s Solicitors as stakeholders, to SFSB on the date the Conditions Precedent in are fulfilled ( Unconditional Date ) or be refunded to HYSB with accrued interest in the event of non-fulfillment of the Conditions Precedent in (c) The Balance Purchase Price of RM72,000,000 shall be paid by HYSB within three (3) months from the Unconditional Date ( Completion Period ):- (I) RM41,185,816 in cash; (II) RM30,814,184 by way of payment in kind, that is to set-off the Balance Purchase Consideration against completed unit of properties developed by HYSB and SDB Group in Malaysia and Singapore:- Malaysia Completed Units of Properties (i) (ii) Two units of double storey semi-detached house in Laman Project, developed by HYSB; One unit of double story and two units of two and half storey semidetached house in Bayu Project, developed by Seldredge Industries Sdn Bhd, a wholly-owned subsidiary of SDB.

3 Singapore Completed Units of Properties (iii) Three units of apartment in Hijauan Project, developed by SDB Asia Pte Ltd, a wholly-owned subsidiary of SDB International Sdn Bhd, which in turn is a wholly-owned subsidiary of Selangor Dredging Berhad Extension of Time 3. Information on SFSB In the event HYSB is unable to pay the Balance Purchase Price on or before the expiry of the Completion Period, SFSB will automatically grant HYSB a further period of one (1) month ("Extended Completion Period") to pay the Balance Purchase Price or any part thereof remaining unpaid subject to HYSB paying an interest on a day-to-day basis calculated at the rate of eight per centum (8%) per annum ( Late Payment Interest ) on the Balance Purchase Price or part thereof remaining unpaid up to and excluding the date on which the Balance Purchase Price or any part thereof remaining unpaid is paid to SFSB. SFSB is a private company incorporated in Malaysia under the Companies Act, 1965 on 14 November 2003 with an authorised share capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, with an issued and paid-up share capital of RM3,000,000 comprising 3,000,000 ordinary shares of RM1.00 each. SFSB is whollyowned by SM Land Sdn. Bhd. and its principal activities are property development and investment holding. The Directors are Seow Kim Huat, Dato Seow Yin Loy and Seow Wei Khong. 4. RATIONALE The said Lands have development potential and are part of the SDB Group s ongoing identification of suitable properties to add to the Group s land bank. 5. SOURCES OF FUNDING If the acquisition of the said Lands is duly completed, the Purchase Price will be funded by internally generated funds, bank borrowings and completed unit of properties developed by SDB group. The development of the said Lands will be funded by a combination of internally generated funds and/or bank borrowings. The exact combination of internally generated funds and bank borrowings will be determined by the management of SDB at a later stage, after taking into consideration the Group s gearing level, interest costs and internal cash requirements for its business operations. 6. PERCENTAGE RATIOS The highest percentage ratio applicable to the Acquisition is 11.36% based on the latest audited financial statements of SDB as at 31 March PROSPECTS OF THE SAID LANDS The said Lands are lands strategically located next to Technology Park Malaysia. Other than that, within vicinity area there are Bukit Jalil National School, TPM Academy, Taman Puncak Jalil Secondary School, Seri Kembangan Secondary School and Serdang Baru 1 Chinese. Bukit Jalil National Stadium, Bukit Jalil Golf & Country Club, Mines Resort City Seri Kembangan and Endah Parade shopping mall are a short drive away

4 The said Lands are easily accessible via MAJU Expressway, North-South Expressway, KESAS Highway, NKVE and LDP. Buses and taxis are available in the area. It is also just a short distance from Bukit Jalil LRT station. HYSB is proposing to develop the area into low to high rise residential development. The total development costs and the expected profits to be derived from the development of the Lands have yet to be ascertained at this juncture as the detailed amended development plan has yet to be finalised. 8. RISK FACTOR OF THE ACQUISITION 8.1 Business risks The property development industry is cyclical in nature. The achievability of future earnings is highly dependent on the location and type of development expenditure, delay in completion of projects due to delay in obtaining approvals and satisfactory performance of building contractors, holding costs and overheads. SDB seeks to limit these risks by undertaking various studies and measures and implementing prudent business strategies, continuous review of its operations, marketing strategies and to improve efficiency. However, no assurance can be given that any change to the said risk factors will have a material adverse effect on the Company's business and financial conditions. 8.2 Risks of delay in completion of the Proposed Development As the said Lands are intended for development purpose, it should be noted that the development project is subject to various regulatory approvals and the completion of the development project on time is dependent on many external factors, such as obtaining approvals as scheduled, securing construction materials in adequate amounts, favourable credit terms and satisfactory performance of building contractors. There can be no assurance that these factors will not lead to delays in completion of project. 9. FINANCIAL EFFECTS OF THE ACQUISITION 9.1 Share Capital and Substantial Shareholdings The Acquisition shall not have any effect on the share capital and shareholdings of the substantial shareholders of the Company as the Purchase Price will be satisfied entirely by cash. 9.2 Earnings The consolidated earnings and earnings per share will be increased by RM5.15 million and 1.2 sen respectively for the financial year ending 31 March 2016 of the SDB Group, arising from the profit of completed unit of properties set off against Balance Purchase Consideration. 9.3 Net Assets ( NA ) The Acquisition is expected to increase NA of RM5.15 million of the SDB Group for the financial year ending 2016, arising from the profit of completed unit of properties set off against Balance Purchase Consideration. 9.4 Gearing The gearing ratio of the SDB Group will be increased by 2.83% to 37.64% after the Acquisition.

5 10. APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENT AUTHORITIES The Acquisition is not subject to the approval of the shareholders of SDB and/or other government authorities. 11. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS None of the Directors, substantial shareholders and/or persons connected to the Directors and substantial shareholders of SDB, have any interest, direct or indirect, in the Acquisition. 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Acquisition is expected to be completed by the end of November of year STATEMENT BY DIRECTORS The Board of Directors of SDB, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is reasonable and in the best interest of the Company. 14. FURTHER INFORMATION AND DOCUMENTS FOR INSPECTION The Agreement and Valuation Report are available for inspection at the registered office of SDB at Wisma Selangor Dredging, 18th Floor, West Block, 142-C, Jalan Ampang, Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of the announcement. This announcement is dated 13 April 2015.