(KTMB Sentul and KTMB shall collectively be referred to as the Sellers )

Transcription

1 YTL LAND & DEVELOPMENT BERHAD ( YTL LAND OR COMPANY ) PROPOSED ACQUISITION BY YTL LAND OF THE REMAINING 30% EQUITY INTEREST IN SENTUL RAYA SDN BHD ( SENTUL RAYA ) FROM KTMB (SENTUL) SDN BHD ( KTMB SENTUL ) AND KERETAPI TANAH MELAYU BERHAD ( KTMB ) FOR A TOTAL CONSIDERATION OF RM252,424, INTRODUCTION The Board of Directors of the Company ( Board ) wishes to announce that the Company has today entered into a conditional sale and purchase agreement with KTMB Sentul and KTMB ( SPA ) for the proposed acquisition of 2,400,001 ordinary shares of RM1.00 each in Sentul Raya ( Sentul Raya Shares ) ( Sale Shares ), representing 30% of the issued and paid-up share capital of Sentul Raya, for a total consideration of RM252,424,000 ( Purchase Consideration ) ( Proposed Acquisition ). (KTMB Sentul and KTMB shall collectively be referred to as the Sellers ) (YTL Land, KTMB Sentul and KTMB shall collectively be referred to as the Parties and individually referred to as the Party, as the case may be) 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Background information on the Proposed Acquisition The Proposed Acquisition entails the acquisition by YTL Land from the Sellers of the remaining 30% equity interest in Sentul Raya, a 70%-owned subsidiary of YTL Land for the Purchase Consideration. The Purchase Consideration comprises the following: RM251,200,000 for the acquisition of the Sale Shares free from all encumbrances whatsoever and with all rights, advantages, accretions and benefits which are now or at anytime after the date of the SPA may be attach or accruing to the Sale Shares up to the Completion Date (as defined herein in Section below) including without limitation, any dividend, bonus, rights issue declared as at the Completion Date; and RM1,224,000 (being 2% of RM61,200,000) for the brokerage fees and incidental expenses ( Brokerage Fees ) of the Agreed Units (as defined below). The Purchase Consideration shall be satisfied in the following manner: cash payment of RM190,000,000 ( Cash Consideration ); and payment in kind of RM62,424,000 ( Payment In Kind ) comprising RM61,200,000 worth of residential units in a development of Sentul Raya known as The Fennel located at Sentul, Kuala Lumpur ( Fennel Units ) and the Brokerage Fees, which shall be settled by way of sale and transfer to the Sellers of 53 Fennel Units as identified and set out in the SPA ( Agreed Units ). 1

2 2.2 Background information on Sentul Raya Sentul Raya was incorporated in Malaysia under the Companies Act, 1965 ( Act ) as a private limited liability company on 27 November Sentul Raya is principally involved in property development and property investment whilst its subsidiaries are principally involved in property development and park management. Sentul Raya s current on-going project is The Fennel (916 units housed in four high-rise towers) at Sentul East which is nearing completion for the first 2 blocks with the remaining 2 blocks scheduled for completion in The development projects completed by Sentul Raya are The Capers (condominiums), d6 (retail & offices), d7 (retail & offices), The Saffron (condominiums), The Maple (condominiums), The Tamarind (condominiums) and Sang Suria (condominiums). As at 28 November 2016, being the latest practicable date prior to this Announcement ( LPD ), the authorised share capital of Sentul Raya is RM24,000,000 comprising 24,000,000 Sentul Raya Shares, of which 8,000,001 Sentul Raya Shares are issued and fully paid-up. The shareholders of Sentul Raya and their respective shareholding in Sentul Raya as at the LPD are as follows: Direct No. of Sentul Raya Shares held % Indirect No. of Sentul Raya Shares held % YTL Land 5,600, KTMB Sentul 2,400, KTMB 1 * 2,400,000 (1) 30.0 Notes: * Negligible (1) Deemed interests by virtue of interests held by KTMB Sentul pursuant to Section 6A of the Act. The directors of Sentul Raya as at the LPD are as follows: (iii) (iv) (v) (vi) (vii) (viii) Dato Suleiman Bin Abdul Manan; Tan Sri Dato (Dr) Francis Yeoh Sock Ping, CBE, FICE; Dato Yeoh Seok Kian; Dato Sri Michael Yeoh Sock Siong; Datuk Kamaruzaman Bin Mohd Noor; Datuk Yew Teong Look; Dato Hamidah Binti Maktar; and Dato Yeoh Seok Hong (Alternate director to Dato Yeoh Seok Kian). The historical financial information of Sentul Raya and its subsidiaries ( Sentul Raya Group ) based on the audited consolidated financial statements of Sentul Raya for the past three (3) financial year ended ( FYE ) 30 June 2014 to 2016 and the unaudited three (3)-month financial period ended ( FPE ) 30 September 2016 is set out in the Appendix of this Announcement. 2

3 2.3 Background information on the Sellers KTMB Sentul KTMB KTMB Sentul was incorporated in Malaysia under the Act as a private limited company on 1 November 1993 and is principally involved in property investment. As at the LPD, the authorised share capital of KTMB Sentul is RM100,000 comprising 100,000 ordinary shares of RM1.00 each ( KTMB Sentul Shares ), of which 2 KTMB Sentul Shares are issued and fully paid-up. KTMB Sentul is a wholly-owned subsidiary of KTMB. As at the LPD, the directors of KTMB Sentul are Puan Hazalina binti Abdul Rahman and Encik Md Hafiz Izammudin bin Mohd Nor. KTMB is a public limited company incorporated in Malaysia on 2 October 1991 and is principally involved in railway transportation operations and the provision of related railway services in Peninsular Malaysia and Singapore. KTMB operates these activities pursuant to a licence issued by the Ministry of Transport, Malaysia. As at the LPD, the authorised share capital of KTMB is RM2,000,000,001 comprising 1,994,300,000 ordinary shares of RM1.00 each, 57,000,000 Redeemable Convertible Cumulative Preference Shares of RM0.10 each and 1 Special Right Redeemable Preference Share of RM1.00 (collectively, KTMB Share(s) ), of which 1,357,459,172 KTMB Shares are issued and fully paid-up. Save for one (1) KTMB Share owned by the Federal Land Commissioner, the rest of the KTMB Shares are owned by the Ministry of Finance (Incorporated). The directors of KTMB as at the LPD are as follows: (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) Y.B. Dato Ir. Hj. Nawawi bin Hj. Ahmad; Y. Brs. Puan Norazura binti Tadzim; Y. Bhg. Datuk Ruhaizah binti Mohamed Rashid Y. Brs. Dr. Zunika binti Mohamed; Y. Bhg. Datuk Hj. Kamaruzaman bin Hj. Mohd Noor; Y. Bhg. Dato Sr. Ahmad Zainuddin bin Hj. Jamaluddin; Y. Bhg. Datuk Yew Teong Look; Y. Bhg. Dato Ir. Dr. Shaik Hussein bin Mydin; Y. Bhg. Datuk Ir. Kamarulzaman bin Zainal; and YB. Lt. Kol Dato' Hj. Sarbini Tijan (B). 2.4 Salient terms of the SPA The salient terms of the SPA include, among others, the following: Payment of Purchase Consideration The Parties agree that the Purchase Consideration shall be payable as follows: Cash Consideration shall be payable as follows: 3

4 (a) RM19,000,000 ( Initial Amount ) shall be paid within seven (7) days from the date of the SPA by way of cheque or bank draft made in favour of KTMB Sentul; and (b) RM171,000,000 shall be payable in full by way of cheque or bank draft made in favour of KTMB Sentul on or before the completion date of the SPA, which shall be the date being seven (7) business days after obtaining the approval of the shareholders of YTL Land for the Proposed Acquisition or such later date as may be mutually agreed upon by the Parties in writing ( Completion Date ), Payment In Kind by way of sale and transfer of the Agreed Units vide the execution by Sentul Raya of sale and purchase agreements in favour of KTMB Sentul on or before the Completion Date in the form prescribed under the Housing Development (Control and Licensing) Regulations 1989 issued under the Housing Development (Control and Licensing) Act 1966 as the same may be revised and amended from time to time for the sale of each of the Agreed Units, which are scheduled for completion by November YTL Land irrevocably undertakes to settle the purchase price payable for the Agreed Units in accordance with the terms of each of the sale and purchase agreements for the Agreed Units and shall at the request of the Sellers procure the issue of a letter from Sentul Raya to the Sellers confirming acceptance that the settlement of the purchase price shall be made by YTL Land without recourse to the Sellers Conditions The obligation of YTL Land to complete the purchase of the Sale Shares shall be conditional upon the following: representations, warranties and undertakings of the Sellers referred to in the SPA being true, correct and complete in all respects up to as if made at the time of the completion of the SPA; and obtaining shareholders approval of YTL Land for the Proposed Acquisition ( Shareholders Approval ) including all necessary approvals or consents, if required, from the relevant authorities in connection with obtaining such Shareholders Approval, unless otherwise waived by YTL Land to the extent legally permitted. YTL Land shall promptly take the necessary steps to apply for and use reasonable endeavours to obtain the Shareholders Approval. YTL Land will obtain an undertaking from YTL Corporation Berhad to vote in favour of the relevant proposed shareholders resolution(s) with a view to obtaining the Shareholders Approval Default and termination In the event YTL Land fails to complete the sale and purchase in the manner set out in the SPA or fails to pay the purchase price for the Sale Shares at the time specified in the SPA, then the Sellers shall be entitled to rescind the SPA by notice in writing to YTL Land, whereupon the SPA shall be rescinded and the Sellers shall refund the Initial Amount to YTL 4

5 Land free of interest and thereafter neither Party shall have any claims against the other save and except for any antecedent breach. If the Sellers fail to complete the sale and purchase in the manner set out in the SPA or to transfer the Sale Shares in accordance with the SPA, YTL Land shall be entitled to take such action against the Sellers available at law for damages and/or specific performance. (iii) Termination of the SPA shall not affect the rights and liabilities of the Parties existing at the date of termination. All provisions of the SPA necessary for the full enjoyment and enforcement of those rights and liabilities shall survive any termination for such necessary period. In the event the SPA is lawfully terminated at any time prior to the Completion Date in accordance with the provisions of the SPA, YTL Land shall return any documents held by them to the Sellers within seven (7) days from the date of termination of the SPA. 2.5 Basis and justification at arriving for the Purchase Consideration The Purchase Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration, among others, the following: (iii) (iv) (v) the audited consolidated net assets ( NA ) of Sentul Raya as at 30 June 2016 of RM292.5 million; the audited consolidated profit after taxation ( PAT ) of Sentul Raya for the FYE 30 June 2016 of RM36.4 million; valuation of Sentul Raya by the management of YTL Land after considering the development potential of its landbank; part satisfaction of the Purchase Consideration by the Payment in Kind; the prospects of Sentul Raya Group as set out in Section 4 of this Announcement. 2.6 Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by YTL Land pursuant to the Proposed Acquisition. 2.7 Additional financial commitment YTL Land does not expect to incur additional financial commitment to put the business of Sentul Raya on-stream. 2.8 Source of funding The Purchase Consideration will be funded through a combination of bank borrowings and internally generated funds. 5

6 3. RATIONALE AND BENEFITS OF THE PROPOSED ACQUISITION The Proposed Acquisition enables the Company to increase its equity interest and gain full control of Sentul Raya. Upon completion of the Proposed Acquisition, Sentul Raya will become a wholly-owned subsidiary of the Company which in turn will allow the Company to have full control of the future business direction of Sentul Raya Group. The Proposed Acquisition also presents an opportunity for the Company to consolidate Sentul Raya Group s earnings in full as YTL Land s wholly-owned subsidiary. The Board believes in the favourable prospects of the Sentul Raya Group as set out in Section 4 of this Announcement which are expected to enhance the future earnings potential of YTL Land and its subsidiaries ( YTL Land Group or Group ) and ultimately increase shareholders value in the Company. In addition, the part settlement of the Purchase Consideration by way of the Payment In Kind via the Agreed Units is intended to reduce the immediate cash outflow from the Company. 4. OVERVIEW AND PROSPECTS 4.1 Overview of the Malaysian economy The Malaysian economy is expected to expand between 4% and 5% in 2017 compared to 4% to 4.5% in 2016 with nominal gross national income per capital increasing 5% to RM39,699. Economic growth will be underpinned by strong domestic demand, especially private sector expenditure. Private sector activity will be supported by pro-growth fiscal and accommodative monetary policies in an environment of stable inflation which is projected to range between 2% and 3%, compared to 2% to 2.5% in Meanwhile, public sector expenditure will be driven mainly by higher capital investment by public corporations. (Source: Economic Report 2016/17, Ministry of Finance Malaysia) 4.2 Overview and outlook of the Malaysian property market The residential subsector under the construction sector grew 10.4% supported by steady growth in incoming supply at 13.1%. Klang Valley, accounting for 26.2%, continued to contribute the most of the incoming supply mainly due to increasing affordable housing schemes. However, during the period, new approvals declined significantly by 36.2% as developers are clearing unsold properties, while buyers are more cautious amid increasing uncertainties in the global environment. Likewise, housing starts declined 16.8% of which terrace houses and condominiums/apartments accounted for 43.6% and 29.9%, respectively, while low-end houses accounted for 11%. The take-up rate for residential units was lower at 25.6% in the first half of 2016 largely reflecting softer demand for high-end units. During the first (1 st ) half of 2016, a total of 102,096 residential properties valued at RM32.7 billion were transacted, accounting for 62.4% of total property transactions. Residential properties transacted in Kuala Lumpur recorded a marked contraction of 20.1%, followed by Selangor with 14.1%, Penang at 13.5% and Johor at 10.9%. The softening of the transaction was partly due to the buyers cautious sentiment and measures to contain the accelerating house prices. The residential overhang increased 63.1% to 13,438 units during the first half of 2016, with Johor accounting for the highest overhang units with 21.1%. 6

7 Malaysia House Price Index ( MHPI ) continues to moderate reflecting implementation of various measures to contain spiralling prices. The MHPI stood at points (at base year 2000) during the second (2 nd ) quarter of 2016, increasing 5.3%, the lowest since the fourth (4 th ) quarter of The average all-house price increased to RM326,241 in the second (2 nd ) quarter of 2016 relative to RM309,705 for the corresponding period in 2015, with detached houses recording the highest increase at 6.5%, followed by high rise units with 6% and terrace houses at 5.7%. Construction activity in the non-residential sector grew at a moderate pace of 3%. This was mainly due to a further decline in construction starts, particularly in the industrial, shopping complexes and shops segments. The purpose-build office segment improved with the incoming supply rebounding 28.4% to 2 million square metres ( sm ), while planned supply increased sharply by 56% to 1 million sm. Shop segment recorded 6,513 transactions worth RM4.7 billion during the first half of 2016, constituting 56% of total commercial property transactions. The shop overhang increased 22.6% to 5,024 units valued at RM2.5 billion during the period following a more cautious sentiment among businesses. However, demand for commercial buildings remained favourable with the average occupancy rate of retail space at 82.2% and office at 83.5%, reflecting sustained demand for commercial space in prime areas. In 2017, the residential sector is projected to expand driven by affordable housing programmes, particularly 1Malaysia Civil Servants Housing. Meanwhile, the nonresidential sector is expected to benefit from mixed commercial development mainly in Klang Valley, Johor and Pahang. (Source: Economic Report 2016/17, Ministry of Finance Malaysia) 4.3 Prospects of Sentul Raya Group Sentul Raya Group s track record has been built on a commitment to conceptualising, timing and pricing its launches to meet the demands of genuine buyers. This has enabled Sentul Raya Group to develop thriving environments and demonstrated track records in capital returns for the benefit of the property owners. Given the strategic location of the properties owned by Sentul Raya Group together with their largely freehold tenures and the development plans, the management of YTL Land is of the view that Sentul Raya will continue to be able to achieve satisfactory performance from its property development activities. 5. RISK FACTORS RELATING TO THE PROPOSED ACQUISITION Prior to the Proposed Acquisition, Sentul Raya is a 70%-owned subsidiary of YTL Land. Accordingly, the Board does not foresee any material change to the risk profile of YTL Land Group s business as a consequence of the Proposed Acquisition. However, the risk factor associated with the Proposed Acquisition, which is by no means exhaustive, is the noncompletion of the Proposed Acquisition. The completion of the Proposed Acquisition is subject to the conditions set out in Section of this Announcement, some of which may be beyond the control of YTL Land. Accordingly, there can be no assurance that the Proposed Acquisition can be completed. In the event any of those conditions is not fulfilled and/or waived, the SPA will have to be terminated. 7

8 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share capital and substantial shareholders shareholding The Proposed Acquisition will not have any effect on the share capital and substantial shareholders shareholding in the Company. 6.2 Earnings Barring unforeseen circumstances, the Proposed Acquisition is expected to contribute positively to the future earnings of the YTL Land Group with the higher contribution expected from Sentul Raya as a consequence of the higher equity stake held in Sentul Raya. 6.3 NA per ordinary share of RM0.50 each in YTL Land ( YTL Land Share ) and gearing For illustrative purposes, based on the latest audited consolidated statement of financial position of YTL Land for the FYE 30 June 2016 and on the assumption that the Proposed Acquisition had been effected on that date, the proforma effect of the Proposed Acquisition on the NA per YTL Land Share and gearing of the Group is as follows: Audited as at 30 June 2016 RM 000 After the Proposed Acquisition RM 000 Share capital 422, ,172 Share premium 177, ,471 Treasury shares (22,203) (22,203) Retained earnings 68,869 (2) (131,410) Foreign currency translation reserve 41,969 41,969 Equity component of irredeemable convertible unsecured loan stocks 354, ,969 Shareholders funds/na 1,043, ,968 No. of YTL Land Shares in issue ( 000) 844, ,345 Borrowings (RM 000) 1,863,946 (3) 2,053,946 NA per YTL Land Share (RM) Gearing (times) (1) Notes: (1) Computed based on total borrowings over shareholders funds/na. (2) After adjusting the difference between the consideration and the carrying amounts of the 30% equity interest in Sentul Raya and after deducting estimated expenses of approximately RM4 million comprising professional fees, estimated fees payable to the relevant authorities, printing costs, expenses relating to the convening of the extraordinary general meeting ( EGM ) and advertising expenses. (3) Includes the borrowings to fund the Purchase Consideration. 8

9 7. APPROVALS REQUIRED The Proposed Acquisition is subject to the approvals being obtained from the following: shareholders of the Company at the EGM to be convened; and any other relevant authorities and/or parties, if required. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of the Company as well as persons connected with them have any interest, whether direct or indirect, in the Proposed Acquisition. 9. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition including the rationale and benefits of the Proposed Acquisition, the salient terms of the SPA, the basis and justification for the Purchase Consideration as well as the 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 SUBMISSION TO THE AUTHORITIES AND COMPLETION OF THE PROPOSED ACQUISITION The application to the relevant authorities in relation to the Proposed Acquisition will be made within two (2) months from the date of this Announcement. Barring any unforeseen circumstances, and subject to the required approvals being obtained, the Proposed Acquisition is expected to be completed by the first (1 st ) quarter of 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 66.7% based on the proportionate audited consolidated net profits attributable to Sentul Raya for the FYE 30 June 2016, compared with the audited consolidated net profits attributable to owners of YTL Land for the FYE 30 June DOCUMENTS AVAILABLE FOR INSPECTION The SPA is made available for inspection at the registered office of the Company at 11 th Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, Kuala Lumpur, during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 29 November

10 APPENDIX FINANCIAL INFORMATION OF SENTUL RAYA GROUP The summary of the financial information of the Sentul Raya Group based on the audited consolidated financial statements of Sentul Raya for the past three (3) FYE 30 June 2014 to 2016, and the unaudited three (3)-month FPE 30 September 2016 is as follows: Audited Unaudited FYE 30 June 2014 FYE 30 June 2015 FYE 30 June 2016 Three (3)-month FPE 30 September 2016 RM 000 RM 000 RM 000 RM 000 Revenue 192,864 92, ,467 56,549 Gross profit 63,071 27,283 63,479 16,435 Profit before tax ( PBT ) 44,325 18,507 49,556 11,344 Taxation (11,508) (5,523) (13,108) (2,773) PAT 32,817 12,984 36,447 8,571 NA 245, , , ,025 Commentaries: FYE 30 June 2015 Revenue decreased by RM99.9 million or 51.8% from the FYE 30 June 2014 mainly attributable to the decline in revenue from property development activities of approximately RM100 million or 52.2% from the FYE 30 June 2014 following completion of The Capers project at Sentul East, Kuala Lumpur in December Accordingly, PBT decreased by RM25.8 million or 58.2% whilst PAT decreased by approximately RM19.8 million or 60.4% from the FYE 30 June FYE 30 June 2016 Revenue increased by RM107.5 million or 115.7% from the FYE 30 June 2015 mainly attributable to the increase in revenue from property development activities of approximately RM104.3 million or 113.9% from the FYE 30 June 2014 due to the development of The Fennel at Sentul East, Kuala Lumpur. In addition, the Group recorded higher revenue in sale of completed properties by RM3.2 million or 343.2% in the FYE 30 June 2016 from projects such as The Capers, d6 and Sang Suria at Sentul, Kuala Lumpur. Accordingly, PBT increased by approximately RM31.0 million or 167.8% whilst PAT increased by approximately RM23.5 million or 180.7% from the FYE 30 June