FARM S BEST BERHAD ( FBB OR COMPANY )

Transcription

1 FARM S BEST BERHAD ( FBB OR COMPANY ) PROPOSED DISPOSAL OF TEN (10) PARCELS OF FREEHOLD VACANT LAND IN MUKIM GRISEK, DAERAH LEDANG, JOHOR ( LAND ) BY SINMAH POULTRY FARM SDN BHD ( SINMAH OR VENDOR ), A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY TO BUDI SAJA SDN BHD ( BSSB OR PURCHASER ) FOR A CASH CONSIDERATION OF RM27,000,000 ( PROPOSED DISPOSAL OF LAND ) 1. INTRODUCTION M&A Securities Sdn Bhd, on behalf of the Board of Directors of FBB ( Board ), wishes to inform that on 12 June 2015, Sinmah, had entered into a sale and purchase agreement ( SPA ) with BSSB for the proposed disposal by Sinmah of the Land for a total cash consideration of RM27,000,000 ( Disposal Consideration ). 2. DETAILS OF THE PROPOSED DISPOSAL OF LAND 2.1 Description of the Land The Land is located at Batu 17, Jalan Sengkang, Bukit Gambir Muar, Johor. It is about 28 km to the northeast of Muar Town and about 3 km to the northeast of Pekan Bukit Gambir, Johor. FBB had previously operated a layer farm on the said Land. However, the layer farm has ceased operation on 30 April The Land currently has 32 units of layer sheds, one (1) unit of workers quarters, a pump house, a double-storey office, and egg packaging factory and a power sub-station erected on it. Under the terms of the Proposed Disposal of Land, only the Land shall be disposed to BSSB. Therefore, the existing buildings and fixtures shall be dismantled and sold as scraps by FBB. The realisable value of the said buildings and fixtures has not been determined at this point. On 11 May 2015, Majlis Daerah Tangkak had issued a planning permission for the Land. As such, the market value of the Land (as set out in Section 2.2) has taken into consideration the planning permission obtained. Details of the Land are set out below: Title details : Ten (10) parcels of freehold vacant land: (1) HS(D) 7988 (formerly HS(D) 5124), PTD 2163, an area measuring approximately (2) HS(D) 7989 (formerly HS(D) 5125), PTD 2164, an area measuring approximately (3) HS(D) 7990 (formerly HS(D) 5126), PTD 2165, an area measuring approximately (4) HS(D) 7991 (formerly HS(D) 5127), PTD 2166, an area measuring approximately

2 (5) HS(D) 7992 (formerly HS(D) 5128), PTD 2167, an area measuring approximately (6) HS(D) 7993 (formerly HS(D) 5129), PTD 2168, an area measuring approximately (7) HS(D) 7994 (formerly HS(D) 5130), PTD 2169, an area measuring approximately (8) HS(D) 7995 (formerly HS(D) 5131), PTD 2170, an area measuring approximately (9) HS(D) 7996 (formerly HS(D) 5132), PTD 2171, an area measuring approximately and (10) Geran (formerly HS(D) 5261), Lot 13509, Mukim Grisek, Daerah Ledang, Negeri Johor in an area measuring approximately hectares Postal address/location : Sinmah Poultry Farm Sdn Bhd, No. 68 Batu 17, Jalan Sengkang, Bukit Gambir, Muar, Johor Description : Ten (10) parcels of agriculture land with the benefit of planning permission for housing purpose obtained on 11 May 2015 from Majils Daerah Tangkak Land area : hectares (55.24 acres) Built up area : Not applicable. The buildings and fixtures erected on the Land comprises 32 units of layer sheds, one (1) unit of workers quarters, a pump house, a double-storey office, and egg packaging factory and a power sub-station Tenure : Freehold Category of land use : The existing category of land use is for agriculture Registered owner : Sinmah Existing use : Not applicable. The Land was previously used as a layer farm and the layer farm has ceased operation on 30 April 2015 Age of building : Between 4 20 years Net book value ( NBV ) : RM4,752,233 (based on the audited consolidated financial 2

3 statements of FBB as at 31 December 2014) Total market value : RM27,000,000 (as appraised by IPC Island Property Consultants Sdn Bhd vide its valuation report dated 8 June 2015 ( Valuation Report )) Encumbrances : Charged to Bank Pertanian Malaysia Berhad for banking facilities given to FBB group of companies ( FBB Group ) Amount of lettable space : Not applicable* Amount of lettable space available for letting and the occupancy : Not applicable* Percentage of occupancy : Not applicable* Note: * The subject property does not have any lettable space. 2.2 Basis of arriving at the Disposal Consideration The Disposal Consideration was arrived at after taking into consideration the market value of the Land of RM27,000,000 as appraised by IPC Island Property Consultants Sdn Bhd, the independent registered valuer appointed by Sinmah, using the comparison method*, via its report dated 8 June The Disposal Consideration represents the market value of the Land. Note: * IPC Island Property Consultants Sdn Bhd had in the Valuation Report stated that the Land had only been granted planning permission for housing purpose. The conversion premium for the land, development charges and other contributions has not been paid. Details of development such as the building area and others have not been approved. As such, it is of the opinion that the best method of valuation is comparison method and other methods are not suitable in valuing the Land. 2.3 Salient terms of the SPA The salient terms of the SPA are as follows: The Vendor shall sell and the Purchaser shall purchase the said Land on as-is-where-is-basis, free from all charges, encumbrances, liens, caveats and other restraints whatsoever and with vacant possession but subject to the existing conditions and restrictions of title and category of land use expressed or implied in the document of title upon, relating to or affecting the said Land or to which the said Land is subject to at RM27,000,000 ( Purchase Price ) and upon the terms and subject to the conditions of the SPA. (a) Conditions Precedent The SPA and any obligation on the part of the both the parties herein shall be subjected to the following conditions precedent: That within a stipulated time that shall be agreed between parties, the Vendor had successfully obtained the relevant approval from its shareholders and/or its Board of Directors to the effect of consenting to and/or approving of the purchase of the Land by the Purchaser mentioned herein; and 3

4 That within a stipulated time that shall be agreed between parties, the Vendor had applied and successfully obtained on behalf of the Purchaser, the relevant consent from the relevant authority for transfer of title (if any) of the Land to the Purchaser. (b) Payment of Consideration The Purchase Price shall be paid by the Purchaser at the time and in the following manner: Upon the execution of the SPA, the Purchaser shall pay to the Vendor s solicitors, as stakeholders, the sum of RM2.70 million ( Deposit ) and part payment towards the Purchase Price. The Purchaser s solicitors are authorised and directed to release the sum of RM810, being the taxable sum payable to the Director General of Inland Revenue ( the Retained Sum ) to the Vendor s solicitors as stakeholders who are authorised to release the same to the Vendor. While the Purchaser s solicitors are authorised to utilise the Retained Sum. The balance of the Purchase Price of RM24.30 million ( Balance Purchase Price ) shall be paid to the Vendor s solicitors as stakeholders within three (3) months from the date the conditions precedent of the SPA have been satisfied ( Completion Date ), failing which, the Vendor shall automatically grant to the Purchaser an extension of time of one (1) month from the expiration of the completion date ( Extended Completion Date ), to enable the Purchaser to pay the Balance Purchase Price subject to Purchaser paying the Vendor, an interest on the Balance Purchase Price or any part thereof still outstanding at the rate of eight percent (8%) per annum ( Penalty Interest ) calculated on a daily basis from the first day of the Extended Completion Date until full payment of the same together with the said Penalty Interest to the Vendor s solicitors as stakeholders. All monies paid to the Vendor s solicitors shall be deemed to have been paid and received by the Vendor Default by Purchaser If the Purchaser fail(s) to pay the Balance Purchase Price within the time stipulated in the SPA or if the Purchaser is in breach of the warranties and/or the terms of the SPA not due to or occasioned by any act, default, willful refusal, neglect, omission or blameworthy conduct on the part of the Vendor, the Vendor shall be entitled by giving fourteen (14) days notice in writing to the Purchaser to terminate the sale and purchase and unless in the meanwhile the Balance Purchase Price or any part thereof is paid, the SPA shall at the expiration of the said notice be deemed to be terminated. Upon such determination, the following provisions shall apply: (a) (b) the Vendor shall be entitled to forfeit absolutely the Deposit by way of liquidated damages and all other excess sum or monies paid by and on behalf of the Purchaser, if any, shall be refunded to the Purchaser by the Vendor within fourteen (14) days from the date the Vendor exercise the right of forfeiture free of interest failing which the Vendor shall pay to the purchaser penalty interest on the excess sum until the same is fully paid by the Vendor to the Purchaser; in exchange of such excess sum and interest, if any, the Purchaser shall cause the Purchaser s solicitors or the Purchaser s financier or the Purchaser s financier s solicitors as the case may be to forthwith return to the Vendor the original Title Deed, the chargee s documents and the Vendor s documents (where the same are in their possession and if the transfer is not required by the Stamp Office for cancellation for the purpose of refund of the stamp duty paid thereon) intact and free from all encumbrances, and the Purchaser shall at his own cost and expense have first withdrawn or cause to be withdrawn any private caveat entered upon the said Land by the Purchaser s financier and by the Purchaser (if applicable) and the Purchaser shall also redeliver vacant 4

5 possession of the said Land to the Vendor (if such possession has been delivered earlier) free from any rental or compensation payable by the Purchaser; (c) thereafter the SPA shall be terminated and rendered null and void and be of no further force or effect and neither party hereto shall have any further claims action or proceedings against the other in respect of or arising out of the SPA and the Vendor shall be at liberty to sell, dispose of the said Land to a third party and to deal with the said Land in whatsoever manner as the Vendor deems fit Default by Vendor In the event of default by the Vendor to complete the sale and purchase herein or in the event of any breach of the warranties and/or the terms of the SPA by the Vendor not due to or occasioned by any act, default, willful refusal, neglect, omission or blameworthy conduct on the part of the Purchaser and when the Purchaser has performed its obligations herein, the Purchaser shall be entitled at his option either: (a) (b) to claim for specific performance of the SPA against the Vendor together with all other relief flowing therefrom and all costs and expenses incurred thereby shall be borne and paid solely by the Vendor; OR by giving fourteen (14) days notice in writing to the Vendor, to terminate the sale and purchase and unless in the meanwhile the breach or default shall have been remedied, the SPA shall at the expiration of the said notice be deemed terminated, whereupon the following shall apply accordingly: (iii) (iv) the Vendor shall, within fourteen (14) days from the date of receipt of the written notification of such termination from the Purchaser, refund or cause to be refunded all whatsoever moneys paid to the Vendor under the SPA including the Deposit free from interest; the Vendor shall pay to the Purchaser the sum equivalent to the amount of RM2.70 million as agreed liquidated damages ( the Liquidated Damages ); in the event of non-payment by the Vendor of the refunded sum and the Liquidated Damages within the stipulated time, the Vendor shall pay to the Purchaser interest on the aforesaid sums at Penalty Interest from the same becoming due until the date of actual receipt thereof by the Purchaser; in exchange of such refunded sum and interest, if any, and the Liquidated Damages the Purchaser shall cause the Purchaser s solicitors or the Purchaser s financier or the Purchaser s financier s solicitors as the case may be to forthwith return to the Vendor the original Title Deed, the chargee s documents and the Vendor s documents (where the same are in their possession and if the transfer is not required by the Stamp Office for cancellation for the purpose of refund of the stamp duty paid thereon) intact and free from all encumbrances, and the Purchaser shall at his own cost and expense have first withdrawn or cause to be withdrawn any private caveat entered upon the said Land by the Purchaser s financier and by the Purchaser (if applicable) and the Purchaser shall also redeliver vacant possession of the said Land to the Vendor (if such possession has been delivered earlier) free from any rental or compensation payable by the Purchaser; and 5

6 (v) thereafter the SPA shall be terminated and rendered null and void and be of no further force or effect and neither party hereto shall have any further claims action or proceedings against the other in respect of or arising out of the SPA and the Vendor shall be at liberty to sell, dispose of the said Land to a third party and to deal with the said Land in whatsoever manner as the Vendor deems fit Redemption of Land The Vendor shall within seven (7) days from the date of receipt by the Vendor s solicitors of the request made by the Purchaser s solicitors and/or the Purchaser s financier and/or the Purchaser s financier s solicitors, as the case may be, cause Bank Pertanian Malaysia Berhad ( Chargee ) to issue and deliver the following documents to the Purchaser s financier s solicitors failing which the Vendor shall allow the Purchaser an extension of time which corresponds with the period of such delay without interest to pay the outstanding Balance Purchase Price: (a) (b) a valid redemption statement (hereinafter referred to as the Redemption Statement ) of the sum due and payable to the Chargee to redeem the Land from the Chargee (hereinafter referred to as the Redemption Sum ); a written undertaking to the Purchaser s financier as the case maybe to: deliver to the Purchaser s solicitors or the Purchaser s financier s solicitors the Chargee s documents; and refund any monies received by the Chargee towards payment of the Redemption Sum to the Purchaser or the Purchaser financier in the event of non-registration of discharge of charge for any reasons whatsoever. 2.4 Utilisation of proceeds The total gross proceeds of RM27,000,000 received from the Proposed Disposal of Land are intended to be utilised in the following manner: Estimated timeframe for full utilisation Real Property Gains Tax ( RPGT ) Within two (2) months 810,000* retention sum Repayment of bank borrowings Within twelve (12) months 14,000,000 Working Capital (iii) Within twelve (12) months 12,040,000 RM Estimated expenses in relation to the Proposed Disposal of Land Immediate 150,000 Total gross proceeds 27,000,000 Notes: The RPGT payable is at RM1.35 million of which RM0.81 million shall be funded from the proceeds from the Proposed Disposal of Land while the remaining shall be funded from the existing cash reserve of the Company. The Company shall utilise the sum of RM14.0 million of the total gross proceeds for the repayment of bank borrowings which is expected to result in an annual interest savings of RM1.10 million based on the effective interest rate of 7.86% per annum. The total borrowings of the FBB Group stood at RM million as at 31 March

7 (iii) The working capital will be mainly utilised for the purchase of raw materials in FBB s existing feed mill based in Malaysia. The main raw materials to be purchased include corn, soy bean meal and other raw materials to produce poultry feeds for the operation of the FBB Group. 2.5 Original cost and date of investment Sinmah was formerly known as TTK Poultry Farm Sdn Bhd ( TTK Poultry ). On 15 October 1997, Sinmah Egg Products Sdn Bhd ( Sinmah Egg ), a wholly-owned subsidiary of FBB had acquired 51% equity interest in TTK Poultry for a total purchase consideration of RM5,000,000 ( TTK Acquisition ). The Land was acquired by TTK Poultry for a total cost of RM2,956,161 prior to the TTK Acquisition. However, the date of acquisition of the Land is not available. In 2005, Sinmah Egg had acquired the remaining 49% equity interest in TTK Poultry for a total purchase consideration of RM2,800,000. Thereafter, TTK Poultry became a wholly-owned subsidiary of the FBB Group. Thereafter, TTK Poultry s name was changed to Sinmah. 2.6 Particulars of all liabilities to be assumed by BSSB There are no liabilities, including contingent liabilities and guarantees, to be assumed by BSSB pursuant to the Proposed Disposal of Land. 3. BACKGROUND INFORMATION ON THE PURCHASER BSSB ( T) is a private limited company incorporated in Malaysia on 23 April 2013 with its place of business at 40-2 (Bilik 1), Jalan PPM 4, Plaza Pandan Malim, Melaka. BSSB is currently dormant. Its intended activity is investment holding. As at the date of this announcement, BSSB has an authorised share capital of 100,000 ordinary shares of RM1.00 each ( BSSB Share(s) ) of which three (3) BSSB Shares have been issued and fully paid-up. The shareholders of BSSB are Datuk Beh Kim Ling and Datuk Lee Soo Gee, holding two (2) BSSB Shares and one (1) BSSB Share respectively. The Directors of BSSB are Datuk Beh Kim Ling and Datuk Lee Soo Gee. 4. RATIONALE FOR THE PROPOSED DISPOSAL OF LAND The FBB Group s revenue from its poultry operations are derived from three (3) categories as follows: (iii) sale of live broilers; sale of processed chicken and chicken products; and sale of eggs. The eggs are produced in the layer farms owned by Sinmah. However, the FBB Group had on 30 April 2015 ceased the operations of its layer farms after taking into consideration the following factors: the layer farms has been recording losses after tax ( LAT ) for the past three (3) financial years; and the revenue contribution from the layer farms is less than 10% of the FBB Group s total revenue. 7

8 The financial information of the layer farms and contribution of the layer farms to the financial statement of FBB Group for the past three (3) financial years ended ( FYE ) 31 December 2012, 2013 and 2014 are as follows: FYE 31 December 2012 FYE 31 December 2013 FYE 31 December 2014 (RM 000) (RM 000) (RM 000) Layer farm operations Revenue 30,546 39,760 30,416 LAT 11,274 4, FBB Group Revenue 400, , ,426 Contribution of the layer farm operation to the revenue of FBB Group (%) The Proposed Disposal of Land will enable the FBB Group to unlock the value of its assets, which are not currently used in the business of the FBB Group, thereby reducing its gearing and strengthening the cash flow position of the FBB Group. The FBB Group shall utilise RM14.0 million of the total gross proceeds from the Proposed Disposal of Land for the repayment of bank borrowings which is expected to result in an annual interest savings of RM1.10 million based on the effective interest rate of 7.86% per annum. The total borrowings of the FBB Group stood at RM million as at the 31 March In addition, the Company shall utilise RM12.04 million of the total gross proceeds from the Proposed Disposal of Land for use as working capital for the purchase of raw materials in FBB s feed mill. The Board further notes that on 11 May 2015, Majlis Daerah Tangkak had issued a planning permission for the Land. While the FBB Group currently has a property development division, the Board has resolved to dispose the Land instead of developing it as it is the intention of the Board to prioritise the reduction in gearing level and raise funds for working capital requirement. 5. RISK FACTORS The risk factors relating to the Proposed Disposal of Land include but are not limited to the following: 5.1 Non-completion of the Proposed Disposal of Land The completion of the Proposed Disposal of Land is subject to the fulfillment of the conditions precedent set out in Section 2.3 of this announcement. In the event of non-fulfilment of any of the conditions precedent within the stipulated timeframe, the SPA shall lapse and be of no further effect (but without prejudice to any right which either party may be entitled to against the other party in respect of any antecedent breach of the SPA). The Company will take all reasonable steps to ensure that the said conditions precedent are met within the stipulated timeframe to facilitate the Proposed Disposal of Land. Nonetheless, there can be no assurance that the SPA will not be terminated through the non-fulfillment of certain conditions precedent within the stipulated timeframe. 8

9 5.2 Contractual Risks Sinmah may be subjected to certain contractual risks such as specific performance and payment of liquidated damages as a result of non-fulfillment of its obligations under the SPA. Nevertheless, the Company shall endeavour to ensure that Sinmah complies with its obligations under the SPA. 6. EFFECTS OF THE PROPOSED DISPOSAL OF LAND 6.1 Share capital and substantial shareholders shareholding The Proposed Disposal of Land shall be satisfied entirely in cash and therefore will not have any effect on the share capital and substantial shareholders shareholding of the Company. 6.2 Net assets ( NA ), NA per share and gearing Based on the audited consolidated financial statements of FBB as at 31 December 2014, the proforma effects of the Proposed Disposal of Land on the NA and gearing of the Group and NA per share of the Company are as follows: Audited as at 31 December 2014 RM 000 After the Proposed Disposal of Land RM 000 Share capital 61,083 61,083 Share premium 62,410 62,410 Other reserve 3,706 3,706 Accumulates losses (32,052) (27,687) Shareholders equity 95,147 99,512 Non-controlling interests 5,505 5,505 Total Equity 100, ,017 No. of share ( 000) 61,083 61,083 NA per share (RM) Bank borrowings 245, ,663 Gearing (times) Notes: After adjusting for: (a) (b) gain on disposal of RM4.515 million*; and expenses in relation to the Proposed Disposal of Land amounting to RM150,000. 9

10 * Gain on Proposed Disposal of Land is calculated as follows: Details RM Disposal Consideration 27,000,000 Less: NBV of the Land (4,752,233) NBV of the buildings and fixtures (16,382,485) (iii) RPGT expenses (1,350,000) Sub-total (22,484,718) Gain from disposal 4,515,282 The buildings and fixtures erected on the Land shall be fully impaired. After repayment of bank borrowings amounting to RM14.0 million. 6.3 Earnings and earnings per share The Proposed Disposal of Land is expected to result in a gain on disposal of RM4.515 million or RM0.07 per share. Utilisation of proceeds raised from the Proposed Disposal of Land is expected to contribute positively to the earnings of the Group in the future. 7. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES ( MMLR ) The highest percentage ratio as set out in Paragraph 10.02(g) of the MMLR is 28.38%, which is the Disposal Consideration over net assets of the FBB Group. 8. APPROVALS REQUIRED The Proposed Disposal of Land is subject to and conditional upon the following: (iii) approvals being obtained from the shareholders of the Company at an extraordinary general meeting to be convened ( EGM ); the relevant consent from the relevant authority for transfer of title (if any) of the Land to the Purchaser; and a valid redemption statement from Bank Pertanian Malaysia Berhad for the discharge of the Land. The Proposed Disposal of Land is not conditional upon any other corporate proposals to be implemented by the Company, if any. 9. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the fulfillment of all conditions precedent as set out in the SPA, the Board expects the Proposed Disposal of Land to be completed in the third quarter of The details of the tentative timeline are set out below: 10

11 Month End August 2015 Mid September 2015 Events EGM for the Proposed Disposal of Land Completion of the Proposed Disposal of Land 10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors, major shareholders of FBB and/or persons connected to them, as defined in the MMLR, has any interest, direct or indirect, in the Proposed Disposal of Land. 11. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Disposal of Land, including but not limited to the salient terms of the SPA, the basis of the Disposal Consideration, rationale for the Proposed Disposal of Land and the financial effects of the Proposed Disposal of Land, is of the opinion that the Proposed Disposal of Land is in the best interest of the Company and is not detrimental to the interests of the shareholders of FBB. 12. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION There are no other proposals which have been announced but pending implementation. 13. ADVISER M&A Securities Sdn Bhd has been appointed as the adviser for the Proposed Disposal of Land. 14. DOCUMENTS FOR INSPECTION The SPA and the Valuation Report may be inspected at the corporate office of FBB at AG 5730, Alor Gajah Industrial Estate, Alor Gajah, Melaka 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 12 June