The Company is not privy to the information on the original cost or net book value of the Plant.

Transcription

1 WAH SEONG CORPORATION BERHAD ( A) STOCK NAME : WASEONG TYPE : GENERAL ANNOUNCEMENT SUBJECT : TRANSACTIONS (CHAPER 10 OF LISTING REQUIREMENTS) - NON RELATED PARTY TRANSACTIONS DESCRIPTION : WAH SEONG CORPORATION BERHAD ( WSC OR COMPANY ) - ACQUISITIONS OF PLANT, OTHER ASSETS AND COATING EQUIPMENT BY WASCO COATINGS FINLAND (PLANT AND EQUIPMENT) OY, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF THE COMPANY 1. INTRODUCTION The Board of Directors of WSC wishes to announce that Wasco Coatings Finland (Plant and Equipment) Oy (Business ID ) ( WC Finland ), a company incorporated in Finland and an indirect wholly-owned subsidiary of WSC has entered into the following Sale and Purchase Agreements ( SPAs ) both dated 21 February 2017 with Finland Pipecoating Oy (Business ID ), a company established under the laws of Finland and having its registered domicile in Kotka, Finland ( Seller or FPO ) whereby the Total Purchase Consideration and VAT, both as defined below were received by the Seller on 1 March 2017:- a Sale and Purchase Agreement for the acquisition of three (3) buildings (the coating building, the curing building and the office) located at Rompintie 182, Kotka, Finland which covers approximately 68,776 m² together with a leasehold right to the said land ( Plant ) and the furniture and fittings located in the Plant ( Other Assets ) by WC Finland from the Seller for a total cash consideration of EURO Nine Million Seventy Six Thousand Three Hundred Thirty Five and Seventy cents ( 9,076,335.70) only, subject to the terms and conditions as stipulated therein ( SPA 1 ); and a Sale and Purchase Agreement for the acquisition of equipment located in the Plant ( Coating Equipment ) by WC Finland from the Seller for a total cash consideration of EURO Six Million ( 6,000,000.00) only, subject to the terms and conditions as stipulated therein ( SPA 2 ); (collectively referred to as Acquisitions ). The total purchase consideration of the Acquisitions is EURO Fifteen Million Seventy Six Thousand Three Hundred Thirty Five and Seventy cents ( 15,076,335.70) only ( Total Purchase Consideration or Total Purchase Price ). 2. INFORMATION ON THE PLANT AND COATING EQUIPMENT The Plant consists of three buildings (the coating building, the curing building and the office) located at Rompintie 182, Kotka, Finland which covers approximately 68,776 m². The age of building is approximately 8 years. The Company is not privy to the information on the original cost or net book value of the Plant. The land is leased from the City of Kotka via a lease agreement dated 22 May 2008 ( Lease Agreement ) and will expire on 31 May The Plant is currently encumbered by a mortgage note to secure the rental payments to the City of Kotka as provided in the Lease Agreement and is in the possession of the City of Kotka. The Coating Equipment is a complete coating line to be used for the concrete weight coating of steel pipes with the production capacity/output of approximately 200 concrete weight coated pipes a day. 1

2 3. INFORMATION ON WC FINLAND WC Finland was incorporated on 17 January 2017 as a private company limited by shares in Finland and having its registered domicile in Kotka, Finland. The total issued and paid-up share capital of WC Finland is EURO Two Thousand and Five Hundred ( 2,500.00) only comprising 1,000 shares of EURO Two and Fifty cents ( 2.50) each. WC Finland is principally engaged in the provision of pipe coatings services for the oil and gas industry and leasing of land, building and coating equipment. 4. INFORMATION ON FPO/ SELLER FPO was incorporated on 14 May 2008 as a private company limited by shares in Finland and having its registered office at Rompintie 182, Kotka, Finland. The total issued and paid-up share capital of FPO is EURO Fifty Thousand ( 50,000.00) comprising 500 shares of EURO One Hundred ( ) each. FPO is principally engaged in the concrete coating business. 5. COMMON SALIENT TERMS OF SPA 1 AND SPA 2 Some common salient features of the SPA 1 and SPA 2 are as follows:- (a) (b) (c) The full and unrestricted ownership of and title and risk to the Plant, Coating Equipment and Other Assets shall pass from the Seller to the Purchaser on the closing date upon the occurrence of the closing. The closing of the transactions shall take place on 21 February 2017 or such other date as may be mutually agreed by the parties (the Closing ). At the Closing, the value added tax of 24% shall be added to the purchase price of the Coating Equipment and Other Assets (except for the Plant) ( VAT ). The Total Purchase Price and VAT shall be paid by the Purchaser to the Seller at the Closing. The Seller agrees to indemnify the Purchaser on a euro-for-euro basis the amount of any direct damage, loss or cost (the Loss ) actually incurred by Purchaser as a direct result of any breach by the Seller of any of the warranties or any other terms of the SPAs giving rise to a claim, provided that the Seller has failed to rectify the breach within thirty (30) days of having received a notice. Any amount payable by the Seller to the Purchaser under the Indemnities clause stated in the SPAs shall be treated for all purposes as a reduction of the Total Purchase Price or a reimbursement of the Total Purchase Price by the Seller to the Purchaser, as applicable. This remedy shall be the sole and exclusive remedy available to the Purchaser. (d) The Seller s liability to compensate a Loss, which Loss is a result of a breach of the Agreement or of any of the Seller s warranties, is limited as follows:- (iii) (iv) The Purchaser s right to indemnification for claims for breaches of the warranties shall be limited to the Total Purchase Price, which constitutes the Seller s maximum aggregate liability under the SPAs on any ground and under any circumstances whatsoever. The Purchaser shall have no right to make a claim for breaches of the warranties and no indemnification shall be payable by the Seller unless such claim or the aggregate amount of such claims, that are not excluded under item (iii) below, exceeds EURO One Hundred Thousand ( 100,000.00), in which case the whole amount (and not just the amount by which the limit in this item is exceeded) is recoverable by the Purchaser. No individual Loss (or Losses arising from substantially similar facts or circumstances) with a value less than EURO Ten Thousand ( 10,000.00) shall be taken into account when calculating the amount of a claim or the aggregate amount of claims. All indirect and consequential Losses (except for foreseeable loss of profits) are excluded from the Seller s liability under the SPAs. 2

3 6. SALIENT TERMS OF SPA 1 (a) (b) (c) The purchase price payable by the Purchaser to the Seller for the Plant is EURO Nine Million ( 9,000,000.00) only. The purchase price payable by the Purchaser to the Seller for the Other Assets is EURO Seventy Six Thousand Three Hundred Thirty Five and Seventy cents ( 76,335.70) only. Hence, the total purchase price is EURO Nine Million Seventy Six Thousand Three Hundred Thirty Five and Seventy cents ( 9,076,335.70) only. The Seller states that the Plant has been used for concrete weight coating of steel pipes since 2009 when the three existing buildings were built. To the Seller s best knowledge, the land, the soil or the groundwater of the Plant is not contaminated and no such activity has been executed during the ownership of the Seller which might have caused the soil or the groundwater contamination. Further, to the Seller s best knowledge, the Other Assets are in adequate working condition, normal wear and tear expected. The Seller acknowledges that they have disclosed all the known material conditions of the Plant to the Purchaser and that Seller hides no material defects in consummation of the sales of the Plant. The Plant is to be sold as is on the date of SPA 1. At the Closing, the following deliveries shall take place:- (iii) the Purchaser shall tender the copy of an irrecoverable bank remittance order for the purchase price to the Seller; the Purchaser shall pay the transfer tax into the Tax Administration s bank account and give a sufficient evidence of the payment to the Seller; the Seller shall deliver the Lease Agreement duly endorsed to the Purchaser; (iv) the Seller shall deliver the five (5) original mortgage notes (724/ /2856, 724/ /2857, 724/ /2858, 724/ /2859 and 724/ /2860) to the Purchaser; (v) (vi) the Parties shall sign a separate technical deed of sale regarding the Plant for the purposes of the registration of the transfer of the leasehold right by the National Land Survey of Finland; and the Seller shall deliver to the Purchaser keys and material (including also the original Connection Contracts as referred in clause 8.1 of the SPA 1) which the Purchaser needs immediately in order to take over the possession of the Plant. (d) The Plant is encumbered by six (6) mortgages as detailed in the SPA 1. The mortgage note number 724/ /1974 (the Mortgage Note 1 ) is securing the rental payments to the City of Kotka as provided in the Lease Agreement and is in the possession of the City of Kotka. The Mortgage Note 1 shall remain in possession of the City of Kotka at the Closing as a security for the rental payments of the Purchaser. The five (5) other mortgage notes (the Mortgage Notes 2-6 ) have been released by Nordea Bank Finland Plc to the Seller and are not pledged or otherwise used as a security. The Mortgage Notes 2-6 are in possession of the Seller and the original copies of the Mortgage Notes 2-6 shall be delivered to the Purchaser in connection with the Closing. (e) The Plant is not subject to any encumbrances (including but not limited to any title defect, claim of ownership, mortgage, security interest, lien, pledge, right of first refusal, right of leasehold or right of objection) other than those mentioned in the Section 6(d) above. (f) No claim shall be brought against the Seller and the Seller shall not be liable in respect of any claim unless notice in writing of any such claim, accompanied by an explanation of the nature of the breach and the amount claimed in respect thereof has been given to the Seller in any event not later than twelve (12) months from the Closing, except claims presented as result of a breach of Seller s warranties regarding Environment (Clause 5.7 of SPA 1) shall be made no later than five (5) years from the Closing Date. 3

4 (g) Post-Closing Actions i. The Seller shall within fourteen (14) days after the Closing deliver to the Purchaser all other material, if any, relating to the Plant. ii. The Purchaser shall inform the City of Kotka of the sale of the Plant within three (3) months from the Closing as required in the Lease Agreement. iii. iv. The Purchaser shall apply for a registration of the transfer of the leasehold right from the National Land Survey of Finland within six (6) months from the Closing. The Purchaser shall without undue delay inform the counterparties of the connection agreements i.e. water/sewerage connection and connection agreement, water/sewerage invoicing agreements, nature gas connection and usage agreement and electricity connection agreement ( Connection or Connection Agreement ), that the Connections and Connection Agreements have been transferred from the Seller to the Purchaser. 7. SALIENT TERMS OF SPA 2 (a) (b) (c) The purchase price payable by the Purchaser to the Seller for the Coating Equipment is EURO Six Million ( 6,000,000.00) only. To the Seller s best knowledge, the Coating Equipment is in adequate working condition, normal wear and tear expected. The Seller duly acknowledges that they have disclosed all the known material conditions of the Coating Equipment to the Purchaser and that Seller hides no material defects in consummation of the sales of the Coating Equipment. The Coating Equipment is to be sold as is on the date of the SPA 2. At the Closing, the following deliveries shall take place:- The Purchaser shall tender the copy of an irrecoverable bank remittance order for the purchase price to the Seller; The Seller shall deliver to the Purchaser all such technical and other material which the Purchaser needs immediately in order to take over the possession of the Coating Equipment. (d) (e) No claim shall be brought against the Seller and the Seller shall not be liable in respect of any claim unless notice in writing of any such claim, accompanied by an explanation of the nature of the breach and the amount claimed in respect thereof has been given to the Seller in any event not later than twelve (12) months from the Closing. Post-Closing Actions The Seller shall within fourteen (14) days after the Closing deliver to the Purchaser all other material, for example drawings, technical specifications, operations and maintenance manual, maintenance agreement (if applicable), relating to the Coating Equipment. 8. BASIS OF ARRIVING AT THE CONSIDERATION AND SOURCE OF FUNDING The award of Nord Stream 2 Project includes the requirement by the Customer (as defined hereinafter) to purchase the Plant and Coating Equipment owned by FPO for a total purchase price of 15,000, The purchase consideration of the Plant was arrived at after taking into consideration the valuation report dated 9 October 2016 by an independent firm, Newsec Valuation Oy ( Valuer ). The Valuer had indicated that the market value of the Plant is approximately EURO Eight Million One Hundred and Forty Thousand ( 8,140,000.00) and the precision of the valuation is +/-20%. The market value of the Plant is appraised by using the income value method (cash-flow analysis). Based on this valuation report, a value of 9,000, was attributed to the Plant and the balance 6,000, to the Coating Equipment. The purchase consideration of the Other Assets of 76, was arrived at based on a willing buyer willing seller basis. 4

5 The Total Purchase Consideration will be funded through project financing by the Customer (as defined hereinafter). This project financing will be set-off against the future revenues earned from the timely and complete discharge of WSC Group s obligations under the contract for concrete weight coating and logistics works for the Nord Stream 2 Project with the Customer. 9. LIABILITIES TO BE ASSUMED Save for the obligations and liabilities in and arising from the Acquisitions, pursuant to or in connection with the SPAs, there are no other liabilities (including contingent liabilities and guarantees) to be assumed by WSC and its subsidiaries ( WSC Group ). 10. RATIONALE OF THE ACQUISITIONS Wasco Coatings Europe B.V. (Company No ) ( WCEu ), a company incorporated in The Netherlands and an indirect wholly-owned subsidiary of the Company, had on 6 September 2016 entered into a contract with Nord Stream 2 AG ( NS2 AG or Customer ), a company established under the laws of the Switzerland, having its principal place of business at Baarerstrasse 52, 6300 Zug, Switzerland for the provision of concrete weight coating and storing of pipes for the Nord Stream 2 Project for a contract value of approximately EURO Six Hundred Million ( 600,000,000.00) ( Contract ). Nord Stream 2 is a planned pipeline through the Baltic Sea, which will transport natural gas over 1,200km from the world s largest gas reserves in Russia via the most efficient route to consumers in Europe. It involves two parallel 48 inch lines, each starting from southwest of St Petersburg (a Russian port city on Baltic Sea) and ending at German coast, Greifswald. The Acquisitions of Plant and Coating Equipment are part of the terms and conditions of the award of Nord Stream 2 Project to WSC Group. 11. PROSPECT OF THE PLANT, OTHER ASSETS AND COATING EQUIPMENT The Plant and Coating Equipment were used for concrete weight coating of steel pipes from 2009 to 2010 on Nord Stream 1 Project. This is similar to what will be carried out on Nord Stream 2 Project awarded to WSC Group. The plant production capacity/output is approximately 200 concrete weight coated pipes a day. At the time of Acquisitions, they are in good working condition with some minor refurbishments required to bring the Plant into operational mode. The Plant, Other Assets and Coating Equipment will be fully utilized in the provision of pipe coating services over the next three (3) years for Nord Stream 2 Project awarded to the WSC Group. After completion of Nord Stream 2 Project in 2019, WSC Group plans to pursue other concrete weight coatings opportunities in the region. 12. FINANCIAL EFFECTS OF THE ACQUISITION 12.1 Share Capital and Substantial Shareholdings The Acquisitions will not have any effect on the share capital and substantial shareholdings of WSC as the Total Purchase Consideration will be satisfied entirely by cash Net Assets ( NA ) The Acquisitions will not have material effect on the consolidated NA of WSC Group for the financial year ending 31 December Earnings The Acquisitions are expected to have positive effect on the earnings of WSC Group for the financial year ending 31 December

6 12.3 Gearings The Acquisitions are not expected to have material effect on the gearings of WSC Group for the financial year ending 31 December RISK FACTORS The Board is unaware of any risks arising from the Acquisitions which could materially or adversely affect the financial and operation conditions of WSC Group, save and except for the following:- Completion risk The Acquisitions were completed at the Closing. However, WSC Group shall take reasonable steps to ensure that all the post-closing actions are taken and fulfilled by the stipulated dates and all necessary approvals, if any, are obtained. 14. COMPLETION The Acquisitions were completed on 1 March APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENTAL AUTHORITIES The Acquisitions are not subject to the approval of the shareholders of WSC or any governmental authorities. 16. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors, major shareholders and/or persons connected to them have any interest, direct or indirect, in the Acquisitions. 17. STATEMENT BY DIRECTOR The Board of Directors of the Company, having considered all aspects of the Acquisitions, is of the opinion that the Acquisitions are in the best interest of the WSC Group. 18. HIGHEST PERCENTAGE RATIO Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Acquisitions is 6.4%, based on the latest audited consolidated financial statements of WSC for the financial year ended 31 December DOCUMENTS FOR INSPECTION The SPAs are available for inspection at the registered office of the Company during normal office hours from Mondays to Fridays (except public holidays) at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur for a period of three (3) months from the date of this announcement. This announcement is dated 2 March