CME GROUP BERHAD ( CME OR COMPANY )

Transcription

1 CME GROUP BERHAD ( CME OR COMPANY ) PROPOSED ACQUISITION OF A LEASEHOLD LAND MEASURING APPROXIMATELY 5,936 SQUARE METRES OR 1.47 ACRES LOCATED AT MUKIM KUALA KUANTAN, TEMPAT BANDAR INDERA MAHKOTA, DISTRICT OF KUANTAN, PAHANG DARUL MAKMUR FROM EMA-JAYA ENTERPRISE SDN BHD ( EJESB or VENDOR ) FOR A CASH CONSIDERATION OF RM6.0 MILLION. 1. INTRODUCTION The Board of Directors of CME ( Board ) is pleased to announce that, CME had on 17 June 2013 entered into a sales and purchase agreement ( SPA ) with Emas-Jaya Enterprise Sdn Bhd ( EJESB ) for the proposed acquisition of a vacant commercial leasehold land held under Mukim Kuala Kuantan, Tempat Bandar Indera Mahkota, District of Kuantan, Pahang Darul Makmur ( Land ) measuring approximately 5,936 square metres or 1.47 acres for a total cash consideration of RM6.0 million ( Proposed Acquisition ). 2. THE PROPOSED ACQUISITION 2.1 Information of the Purchaser CME, a company listed on Bursa Malaysia, was incorporated on 14 November 1979 under the Companies Act, 1965 ( Act ) and is principally engaged in investment holdings. CME has an authorised share capital of RM500,000,000 divided into 500,000,000 ordinary shares of RM1.00 each of which 40,510,000 ordinary shares of RM1.00 each are issued and fully paid-up. The registered office is located at Lot 19, Jalan Delima 1/1, Subang Hi-Tech Industrial Park, Batu Tiga, Shah Alam, Selangor Darul Ehsan. 2.2 Information of the Vendor EJESB is a private company incorporated in Malaysia on 31 July 1980, under the Act and is principally engaged in property development and property investment. EJESB has an authorized share capital of RM5,000,000 divided into 5,000,000 ordinary shares of RM1.00 each of which 2,600,000 ordinary shares of RM1.00 each are issued and fully paid-up. The registered office is located at LG-030, Lower Ground Floor, Dynasty Shoppers Alley, Dynasty Hotel, No 218 Jalan Ipoh, Kuala Lumpur. 2.3 Information on the Property The Land measuring approximately 5,936 square metres or 1.47 acres, is a commercial leasehold land held under individual title PM 1779, Lot (formerly known as H.S. (M) PT 23026) Mukim Kuala Kuantan, Tempat Bandar Indera Mahkota, District of Kuantan, Pahang Darul Makmur. The Land is geographically located within the residential area of Indera Mahkota 5, Bandar Indera Mahkota, Mukim of Kuala Kuantan, Pahang Darul Makmur. It is easily accessible from Kuantan township via Kuantan Bandar Indera Mahkota main road for about 6 km and thence onto a service road for a short distance to Indera Mahkota 5 and finally onto Lorong IM 5/1. The Land is strategically located next to CME s existing investment properties of sixty three (63) units of three storey shop lot offices, all located in the Mukim of Kuala Kuantan, Tempat Bandar Indera Mahkota, District of Kuantan, Pahang Darul Makmur. The Land has lease tenure of ninety nine (99) years, expiring on 25 April 2090, thus leaving an unexpired term of approximately seventy seven (77) years and is currently charged to CIMB Bank Berhad (formerly known as Southern Bank Berhad) by EJESB.

2 CME intends to undertake a throughout market study and review on the development before finalizing the same for submission to the relevant authorities, prior to undertaking development activities on the Land. As such, the total development cost, expected completion, profits to be derived and its development cost related to the development of the Land could not be ascertained at this point in time. Please refer to the attached map for location details of the Said Land. 2.4 Basis and justifications of arriving at the Purchase Consideration The Purchase Consideration was arrived at on a willing-buyer willing seller basis after taking into consideration the following:- a) the market value of the Land of RM7.7 million as per a valuation report dated 27 May, 2013 issued by Nasir, Sabaruddin & Associates ( Valuer ), an independent registered valuer appointed by CME in relation to the Proposed Acquisition; b) comparative studies on similar types of land in the surrounding area and based on feasibility studies conducted for the proposed development on the Land; and c) the prevailing market value of land in the vicinity of Indera Mahkota. Pursuant to the requirement of paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), an independent valuation report on the Land has been prepared by the Valuer for the purpose of submission to Bursa Securities. 2.5 Salient terms of the Proposed Acquisition The salient terms of the Proposed Acquisition as set out in the SPA are as follows:- i) Payment Term EJESB has agreed to sell and the Company has agreed to purchase the Land free from all encumbrances and with vacant possession subject however to all conditions expressed or implied affecting the titles to the Land and upon the terms, conditions as contained in the SPA for a purchase price of RM6.0 million which is to be satisfied in cash in the following manner:- a) upon execution of the SPA, a sum of RM600, equivalent to ten percent (10%) of the purchase price; b) additional sum of RM4,950, upon execution of the said Power of Attorney; and c) the balance sum of RM450,000 shall be paid by the Company to Vendor within three (3) month upon fulfillment of the Conditions Precedent. ii) Extension of Completion Date In the event the Company is unable to pay the Balance Purchase Price within the Completion Date, the Vendor shall automatically grant the Company a period of thirty (30) days from the expiry of the Completion Date or such other extended period that the parties may mutually agree to pay the Balance Purchase Price or any party thereof remaining unpaid with interest being payable on the amount

3 remaining unpaid calculated at the rate of eight per centum (8%) per annum on a daily basis from the day next after the Completion Date to the date of receipt by Vendor s Solicitors of the Balance Purchase Price in full, such interest to be paid to the Vendor together with the Balance Purchase Price. iii) Conditions Precedents 2.6 Source of funding The SPA is conditional upon the fulfillment of the following Condition Precedents within a period of nine (9) months from the date of this SPA as herein below stated:- a) the State Authority Approval being obtained by the Vendor at the Vendor s own cost and expense; and b) all such other approvals, consent or waiver of and/ or notices to or registration with any other relevant governmental or regulatory authorities, if required. CME intends to fund the Proposed Acquisition and the development cost of the Land through internally generated funds and/or bank borrowings. The exact mix of internally generated funds and bank borrowings will be decided by the management at a later stage taking into consideration CME and its subsidiaries ( Group ) gearing level, interest costs as well as internal cash requirement for its business. 2.7 Assumption of liabilities There are no other liabilities, including contingent liabilities and guarantee to be assumed by the Group arising from the Proposed Acquisition. 3. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition provides an opportunity for CME Group to acquire land and further expand its presence in Bandar Indera Mahkota, District of Kuantan, Pahang Darul Makmur. Currently, in Bandar Indera Mahkota 5, the Group has a total of sixty three (63) units of three storey shoplot offices, which have been providing a steady rental income flow to the CME Group over the years. The Proposed Acquisition together with the existing investment properties at Bandar Indera Mahkota 5, is in line with the overall Group s strategy to acquire land banks for potential township development in strategic locations. The Directors of CME are of the opinion that the Land is located at a good location with easy access to the Kuantan town center and airport. The nearby surroundings of the area are matured residential, commercial and industrial developments. Whilst it is currently too preliminary to ascertain the exact product mix, total development cost, expected profits to be derived, management is confident that the proposed development will be well received. This augurs well for the Group and is expected to contribute positively to the future earnings and cash flow of CME Group. The rationale for acquiring the said Land besides the above mentioned reasons include the fact that the Directors have managed to convince the Vendor to sell to the Group at a discount of approximately 24% from the market valuation. This will further provide a good opportunity for any future capital appreciation.

4 4. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION i) Share Capital and Major Shareholders Shareholding The Proposed Acquisition will not have any effect on the issued and paid-up share capital and the shareholdings of the substantial shareholders of CME as it does not involve any issuance of new shares. ii) Net Assets The Proposed Acquisition will not have any material effect on the net assets of CME Group. iii) Earnings The Proposed Acquisition will not have any material effect on the earnings of CME Group for the financial year ended 31 December However, it is expected to contribute positively to the future earnings of CME Group. iv) Gearing The Proposed Acquisition will not have any material impact on the gearing of CME Group. 5. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of CME s shareholders or any relevant government authorities. 6. ECONOMIC OUTLOOK, PROSPECTS AND RISK FACTORS The Malaysian economy performed better than expected in 2012, recording a strong growth of 5.6% (2011: 5.1%). The overall growth performance was driven by higher growth in domestic demand, which outweighed the negative impact from the weak external environment. Domestic demand recorded the highest rate of expansion over the recent decade, underpinned by higher consumption and investment spending. Despite the uncertainties in the external environment, domestic consumer confidence picked up amidst positive income growth, continued strength in the labour market, the low inflation environment and supportive financing conditions. Investment activity was a key driver of the domestic economy during the year, with increased capital spending by both the private and public sectors. Private investment was particularly robust, recording a double-digit growth of 22%. The share of private investment rose to 15.5% of GDP in 2012, the highest since This was led by strong capital spending in the consumer-related services sectors, domestic-oriented manufacturing sectors and the implementation of major infrastructure projects. Public investment also registered a strong growth of 17.1%, driven by higher capital spending by public enterprises. Private consumption registered a firm growth of 7.7% in 2012 (2011: 6.9%), supported by favourable income growth. Headline inflation, as measured by the annual percentage change in the Consumer Price Index (CPI), averaged 1.6% in 2012 (2011: 3.2%). (Source: Bank Negara Malaysia, Annual Report 2012 Executive Summary) The overall performance of the real estate industry in the Pahang in 2012 was still encouraging despite concern arising from the tightening in the lending guidelines by Bank Negara, the general slowdown in the world economy as well as the impending general election. Data from National Property Information Centre (NAPIC) sales records revealed that the residential sector is leading the pack in terms of number and total value of sales transactions. Demand is still at a healthy level and values are holding although upward movement in prices has not been significant as compare

5 to previous years. Kuantan District is still leading in terms of the number of real estate transaction and values recorded followed by Temerloh, Bentong and Raub Districts. Kuantan has been identified as one of the future growth centres and a hub for trade and commerce under the East Coast Economic Region Corridor master plan. These developments are expected to generate more the business activities and therefore, increase the demand for office, hotel and residential in the near future. (Source : CH Williams Talhar and Wong, Property Market Report 2013) The Proposed Acquisition is intended to further strengthen the asset and income base of the CME Group. The long term earnings prospects of CME Group are expected to be enhanced by the Proposed Acquisitions through the proposed development and the potential appreciation of the property values. The demand for properties is dependent on the general economic, business and credit conditions, as well as the availability of supply in the market. Whilst the Board believes that it is possible to mitigate the effects of weaker demand in slow economic environment by meticulous planning in terms of timing of launch and pricing relative to competitors, there can be no assurance that proposed development on the ands will be shielded from any adverse downturn in the economy. The proposed development on the Land is also subject to inherent risks in the property development industry, which include, amongst others, competition from existing players and entry of new players, socio-political instability, increases in the costs of labour and building materials, labour and building materials disruptions/ shortages, changes in the consumers preference for products types, changes in credit conditions such as availability of end finance and changes in the legal and environment framework within which this industry operates. Delays in the process of obtaining requisite licences, permits or approvals from government agencies or authorities can also delay the handing over of vacant possession and thus prevent the commercial operation of the said Land. These risks are common to all real estate transactions and, to the extent possible, the Directors of CME is expected to take pro-active steps to mitigate these risks by closely monitoring the progress development projects and endeavor to promptly come up with solutions to any setbacks in order to ensure the timely completion of the proposed development of the Land. 7. 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 Securities is 14.7%, calculated based on CME s latest audited consolidated financial statements for the financial year ended 31 December INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of CME, and/or persons connected to them have any interest, whether direct or indirect, in the Proposed Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board, after taking into consideration the rationale and all other aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interests of the Company.

6 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the second quarter of DOCUMENTS AVAILABLE FOR INSPECTION The SPA and Power of Attorney in relation to the Proposed Acquisition will be available for inspection at the registered office of CME, during normal office hours from Monday to Friday (except public holidays) for a period of three (3) month from the date of this announcement. This announcement is dated 18 June 2013.