Details of the Vendor, Purchase Consideration and Vendor s Advances are set out below:- No. of Sale Shares Held

Transcription

1 - ACQUISITION OF 90% EQUITY INTEREST IN YAKIN LAND SDN. BHD. BY BAZARBAYU SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF 1. INTRODUCTION The Board of Directors of Kerjaya Prospek Group Berhad ( Company ) wishes to announce that its wholly-owned subsidiary, Bazarbayu Sdn. Bhd. ( Bazarbayu ) has on 11 October 2018 entered into a Shares Sale Agreement ( SSA ) to acquire 90,000 ordinary shares in Yakin Land Sdn. Bhd. ( YLSB ) representing 90% equity interest in YLSB ( Sale Shares ) for a total purchase consideration of Ringgit Malaysia One Million Three Hundred Fifty Thousand (RM1,350,000.00) ( Purchase Consideration ) ( Acquisition ). In addition to the Purchase Consideration, Bazarbayu has agreed to pay and discharge for and on behalf of YLSB an aggregate sum of Ringgit Malaysia Nine Million Four Hundred and Forty Eight Thousand Three Hundred Twelve and Sen Seventy Four (RM9,448,312.74), being monies due and owing by YLSB to the registered and beneficial owners of the Sale Shares ( Vendor ) ( Vendor s Advances ). Details of the Vendor, Purchase Consideration and Vendor s Advances are set out below:- No. of Sale Shares Held Purchase consideration (RM) Vendor s Advances (RM) Vendor Foo Kooi Phin 10, , , Low Siew Teng 10, , ,026, Winston Ng Peng Cheang 10, , ,060, Li Na 40, , ,476, Budi Jaya Resources Sdn. Bhd.** 20, , ,390, Total 90,000 1,350, ,448, ** Budi Jaya Resources Sdn. Bhd., which holds 20,000 Sale Shares is an agricultural and real estate company where its directors and shareholders are Pek Kok Tiong and Meor Chek Hussien Bin Mahayuddin, who holds 4 ordinary shares (40%) and 6 ordinary shares (60%), respectively. The Vendor has agreed to sell to Bazarbayu the Sale Shares free from all claims, charges or liens or any other encumbrances thereto and with all rights and interests attached thereto together with all dividends and distributions declared in respect thereof on or after the date of the SSA. 2. INFORMATION OF YAKIN LAND SDN. BHD. YLSB previously known as BRAC Technologies Sdn Bhd was incorporated in Malaysia on 26 January 2007 and having its registered address of B-30, 1 st Floor, Pusat Perdagangan Bukit Serdang, Jalan BS14/1, Taman Bukit Serdang, Seksyen 14, Seri Kembangan, Selangor Darul Ehsan. YLSB has an issued share capital of RM100, represented by 100,000 ordinary shares. The principle activity of YLSB is property development. On 26 May 2016, YLSB has entered into a Joint Venture Agreement ( JVA ) with the landowners of all that parcel of land held under GM 1289 Lot 1579, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur ( Landowner ) and measuring in area approximately hectares ( Land ) to develop the said Land into a housing development and/or such other developments as may be determined by YLSB ( Project ) and for that purpose, the Landowner has appointed and granted unto YLSB the development rights over the said Land. On 7 September 2018, a Supplementary Agreement was signed between YLSB and the Landowners to vary and revise the terms and conditions of the JVA ( Supplemental JVA ). 1 Page

2 OWNED SUBSIDIARY OF The Vendor s Advances were advances made by the Vendor to YLSB to part finance the cost for the development of the Project on the said Land. The net assets of YLSB is RM63, as stated in its audited financial statements for the financial year ended 30 June Further details of the JVA and Supplemental JVA are set out in Section 4 below. 3. INFORMATION ON THE LAND Title Details : GM 1289 Lot 1579, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur Registered : 1. Zainudin Bin Mohd Yatim owners/ Landowner 2. Zainudin Bin Mohd Yatim (As Administrator Of The Estate Of Mohd Zahari Bin Mohd Yatim) 3. Zainudin Bin Mohd Yatim (As Administrator Of The Estate Of Siti Zainab Binti Haji Mohd Jamil) 4. Harizan Binti Suhit 5. Norliyan Binti Suhit 6. Razi Effendi Bin Suhit 7. Ruslailawaty Binti Suhit 8. Suzainy Binti Suhit 9. Rafizah Binti Suhit 10. Zaleha Binti Mohamad Yatim 11. Zainurin Bin Mohd Yatim 12. Ghazali Bin Md Yatim 13. Zainarah Binti M Yatim 14. Nor Shidah Binti Mohd Yatim 15. Zainurin Bin Mohd Yatim (As Administrator Of The Estate Of Zarina Binti Mohd Yatim) 16. Rudy Djohan Mohamad Johar (As Administrator Of The Estate Of Azizah Binti Mohd Yatim) 17. Ridzuan Hafiz Bin Samsar Kamar (As Administrator Of The Estate Of Zaharah Binti Mohd Yatim) Land size : Freehold land of approximately hectares Category of land : The express conditions on the issue document of title for the Land is stated as Tidak Dinyatakan Existing Use : Vacant Encumbrances : Free from encumbrances Pursuant to the JVA, YLSB has obtained a valid Development Order dated 23 June 2015 from Dewan Bandaraya Kuala Lumpur ( DBKL ) for the proposed development of the Land into two (2) 36 storey blocks of condominiums comprising 454 units. YLSB has further paid to DBKL the development charges and other ancillary fees and contributions payable pursuant to the said Development Order amounting to RM6,291, Page

3 OWNED SUBSIDIARY OF 4. DETAILS OF THE ACQUISITION 4.1 Basis of Arriving at the Purchase Consideration The Purchase Consideration for the Acquisition was arrived at on a willing-buyerwilling-seller basis after taking into consideration the projected profit that is estimated to be generated from the development of the Land pursuant to the JVA and the Supplemental JVA. 4.2 Mode and Manner of Payment of Purchase Consideration and Vendor s Advances (i) (ii) Upon the execution of the SSA, Bazarbayu shall pay a sum of RM1,079, (including the sum of RM500, which was paid to the Vendor s solicitors prior to the execution of the SSA as earnest deposit) as deposit and towards part payment of the Purchase Consideration and Vendor s Advances (hereinafter called the Deposit Sum"). The balance of the Purchase Consideration and Vendor s Advances amounting to RM9,718, shall be paid within three (3) months from the date of the SSA (the last day of which shall hereinafter be called the Payment Date ). 4.3 Salient Terms of the SSA (i) (ii) (iii) In the event Bazarbayu fails to pay or procure the payment of the balance of the Purchase Consideration and Vendor s Advances on or before the Payment Date, the Vendor shall grant to Bazarbayu an extension of a further one (1) month to pay the same (the last day of such period shall hereinafter be called the Extended Payment Date ) PROVIDED ALWAYS that Bazarbayu shall pay to the Vendor interest on the outstanding balance of the Purchase Consideration and Vendor s Advances at the rate of six per centum (6%) per annum calculated on a daily basis from the day following the Payment Date to the date of actual payment thereof, which interest shall be paid at the same time and together with the outstanding balance of the Purchase Consideration and Vendor s Advances. Completion of the sale and purchase shall take place at the time to be agreed between the parties but in any event within 3 days from the date of payment of the Purchase Consideration and Vendor s Advances in full. Simultaneously with the completion of the sale and purchase, the Vendor shall resign as directors of YLSB without any payment of compensation benefit or damages and any other sums whatsoever for the loss of office. 4.4 Salient Terms of the JVA and Supplemental JVA (a) The Landowner and YLSB have entered into a joint venture for the purposes of developing the said Land into a housing development and/or such other development as may be mutually agreed between the parties (hereinafter called the Project ) and for the purposes therein, the Landowner has appointed and granted unto the YLSB the development rights over the said Land upon the terms and conditions contained therein; 3 Page

4 OWNED SUBSIDIARY OF (b) (c) Pursuant to the Supplemental JVA, the Landowner s Entitlement under the JVA, has been revised and varied to the Guaranteed Sum of RM60,184, only OR an amount equivalent to Eighteen point Five per centum (18.5%) of the Gross Development Value of the Project, whichever is higher ( Landowner s New Entitlement ); The Landowner s New Entitlement shall be settled as follows:- (i) RM1,000, upon the execution of the JVA, the receipt whereof the Landowner acknowledged; (ii) RM5,000, by 5 equal six-monthly instalments of RM1,000, each, the first of which shall be payable within 3 months from the date of the Supplemental JVA and thereafter on or before the expiry of each and every successive period of 6 calendar months; and (iii) the balance shall be paid by YLSB at its option and sole and absolute discretion in either cash and/or in form of the Sale Units (which units and premises shall be mutually identified and agreed between the parties thereto prior to the sales launch thereof) ( Allotted Units ). (d) (e) Subject to the satisfaction of the Landowner s New Entitlement, the Landowner shall have no interests in the said Land nor claims against YLSB in respect of the said Land and the Project and YLSB shall be absolutely entitled to all proceeds of the sales of the Sale Units and to retain all the profits derived or bear all losses suffered from the Project (save for the Allotted Units) to the exclusion of the Landowner and that the Landowner shall be entitled to the Allotted Units, notwithstanding whether the Project shall render profits or suffer losses. The development of the Project shall be completed with the issuance of the Certificate of Practical Completion on or before 30 September Source of funding The Purchase Consideration and Vendor s Advances will be funded through internally generated funds. 4.6 Liabilities, contingent liabilities and guarantees to be assumed YLSB shall settle the payment of RM10,019,577.87, being the conversion premium, quit rent and ancillary charges which the Land Office had approved for the surrender and re-alienation of the said Land as a residential land via a letter dated 13 September 2017 from Pejabat Tanah and Galian Wilayah Persekutuan upon the completion of the Acquisition. Also, the Landowner shall be entitled to the Landowner s New Entitlement as described in Section 4.4 above. 4 Page

5 OWNED SUBSIDIARY OF 5. RATIONALE FOR THE ACQUISITION AND PROSPECT OF THE LAND The Acquisition forms part of the Company s expansion plan for the next 5 years and it is expected to positively contribute to the future earnings and thereby improve shareholders value over the medium to long-term. The Company intends to undertake the development of two (2) 36 storey block of condominiums comprising 454 units. The development is expected to be completed in RISK FACTORS The Acquisition is subject to risks inherent in the property development business. Such risks may include competition from other property developers, changes in economic and political conditions and any changes in the construction costs. 7. EFFECTS OF THE ACQUISITION 7.1 Share capital and substantial shareholders shareholdings The Acquisition does not involve any issuance of new shares in the Company and therefore will not have any effect on the share capital and substantial shareholders shareholding of the Company. 7.2 Earnings and earnings per share The Acquisition is not expected to have any material impact to the earnings and earnings per share of the Group for the financial year ending 31 December Nevertheless, the proposed development on the said Land is expected to enhance the earnings of the Group in future years. 7.3 Net assets ( NA ) and gearing The Acquisition will not have any material effect on the NA of the Group for the financial year ending 31 December The proforma effect on the consolidated gearing of the Company can only be determined upon finalisation of the funding plan for the proposed development on the Land by YLSB. 8. APPROVALS REQUIRED The Acquisition is not subject to the approval of the shareholders of the Company and/or any other relevant authorities and is not conditional upon any other corporate proposal. 9. PERCENTAGE RATIOS The highest percentage ratio applicable to the Acquisition pursuant to paragraph (g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 9.23%, based on the latest audited consolidated financial statements of the Company for the financial year ended 31 December Page

6 OWNED SUBSIDIARY OF 10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and substantial shareholders of the Company and persons connected to them have any interest, direct or indirect, in the Acquisition. 11. DIRECTORS STATEMENT The Board, having considered all aspects of the Acquisition, including but not limited to the rationale of the Acquisition is of the opinion that the Acquisition is in the best interest of the Company. 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Acquisition is expected to be completed at a time to be agreed between the parties hereto but in any event within three (3) working days from the date of the payment of the Purchase Consideration and the Vendor s Advances in full. 13. DOCUMENTS AVAILABLE FOR INSPECTION The SSA is available for inspection at the Registered Office of the Company during normal office hours from Mondays to Fridays (except public holidays) at 802, 8th Floor, Block C Kelana Square, 17 Jalan SS7/26, Petaling Jaya, Selangor Darul Ehsan. This announcement is dated 11 October Page