TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS

Transcription

1 TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS OSK PROPERTY HOLDINGS BERHAD ( OSKPH OR THE COMPANY ) PROPOSED DISPOSAL BY OSK PROPERTIES SDN. BHD. (COMPANY NO V), A WHOLLY-OWNED SUBSIDIARY COMPANY OF OSKPH, OF ALL THAT PORTION OF FREEHOLD LAND FORMING PART OF THE BANDAR PUTERI JAYA TOWNSHIP LOCATED IN DAERAH KUALA MUDA, BANDAR SUNGAI PETANI, NEGERI KEDAH DARUL AMAN AND MEASURING APPROXIMATELY 108 ACRES IN GROSS AREA TO PR1MA CORPORATION MALAYSIA FOR A TOTAL CASH CONSIDERATION OF RM56,000, ( PROPOSED DISPOSAL ) 1. INTRODUCTION The Board of Directors of OSKPH ( Board ) wishes to announce that OSK Properties Sdn. Bhd. ( OSKP ) (Company No V), a wholly-owned subsidiary of the Company had on 28 th August 2014 entered into a Master En-Bloc Purchase Agreement ( Agreement ) with PR1MA Corporation Malaysia ( PR1MA or Purchaser ) for the disposal of all that portion of freehold land forming part of the Bandar Puteri Jaya ( BPJ ) township located in Daerah Kuala Muda, Bandar Sungai Petani, Negeri Kedah Darul Aman and measuring approximately 108 acres in gross area ( Land ) for a total cash consideration of RM56,000, ( Disposal Consideration ), subject to the terms and conditions as contained in the Agreement (hereinafter referred to as Proposed Disposal ). Ancillary to the Proposed Disposal and subject to the Agreement, PR1MA shall appoint OSKP as its turnkey contractor to construct and complete the construction of 1,395 units of residential houses on the Land in accordance with the design, quality, requirement, specification and standard prescribed by PR1MA ( PR1MA Homes ) together with all the necessary amenities, utilities, facilities and infrastructure on the Land (hereinafter referred to as Project ). 2. INFORMATION ON THE LAND The Proposed Disposal involves the disposal of all of the Land from OSKP to PR1MA on an en-bloc basis, free from all encumbrances, subject to all conditions of title whether express or implied on the Land, at the Disposal Consideration. The list of documents of title to the Land is set out in Appendix I hereto and the details of the Land to be disposed pursuant to the Agreement are as follows:- Mukim District State Registered Owner Beneficial Owner Category of Land Use Land Tenure Existing Land Use Bandar Sungai Petani Kuala Muda Kedah Darul Aman OSKP OSKP Residential Terrace Building Freehold Land for development Page 1 of 6

2 The Land is currently vacant and forms part of the remaining undeveloped land in Phase 3 of the BPJ township which is being developed by OSKP. The Land has been subdivided into 1,395 lots with individual titles duly issued and measuring approximately 56 acres in total net saleable area. Ancillary to the Proposed Disposal and subject to the Agreement, PR1MA shall appoint OSKP as its turnkey contractor for the Project. The property types to be constructed under the Project are residential terrace houses with details as follows:- Property Type No. of Units Lot Dimension Built Up Area for Intermediate Units (square foot) Description Double storey terrace x 70 1,850 3 bedroom + 1 utility Double storey terrace x 70 1,700 to 1,800 3 bedroom + 1 utility Double storey terrace x 70 1,550 to 1,800 3 bedroom + 1 utility Single storey terrace x 70 1,000 to 1,200 3 bedroom TOTAL 1,395 Building construction of the PR1MA Homes is expected to commence upon OSKP obtaining all the necessary approvals from the relevant authorities and is estimated to be in the first quarter of Completion of the PR1MA Homes together with the necessary amenities, utilities, facilities and infrastructure is expected to take place two (2) years from commencement of its construction. Planning permission or development order has been obtained for the Land since July As of current date, earthworks have been completed on the Land. OSKP anticipates generating reasonable and normal returns as in its ordinary course of business from the construction and completion of the Project. OSKP plans to finance the construction costs of the Project via both internally generated funds as well as external funding from financial institutions. 3. INFORMATION ON OSKP OSKP was incorporated in Malaysia under the Companies Act, 1965 as a private limited company and having its place of business at 8 th & 9 th Floor, Plaza OSK, Jalan Ampang, 50450, Kuala Lumpur. The principal business of OSKP is property development and sale of oil palm fresh fruit bunches. The present authorised share capital of OSKP is RM100,000, comprising 100,000,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM40,000, OSKP is a wholly-owned subsidiary of OSKPH. Page 2 of 6

3 4. INFORMATION ON THE PURCHASER, PR1MA PR1MA is a statutory body enacted under Perumahan Rakyat 1 Malaysia Act 2012 and having its place of business at 7 th Floor, Block F, No. 2, Jalan PJU 1A/7A, Oasis Square, Ara Damansara, Petaling Jaya, Selangor Darul Ehsan. PR1MA is responsible to regulate matters relating to the development and construction of housing accommodation, infrastructure and facilities under the Perumahan Rakyat 1Malaysia programme in Malaysia. 5. DETAILS OF THE PROPOSED DISPOSAL 5.1 Salient Terms and Conditions of the Agreement (i) The Proposed Disposal shall be subject to and conditional upon the fulfillment of the conditions precedent within a period of three (3) months from the date of the Agreement ( Approval Period ) or such other extended period as PR1MA may grant ( Extended Approval Period ). The conditions precedent are as follows:- (a) (b) (c) (d) OSKP receiving all the necessary approvals for the commencement of the construction works in respect of the Project upon terms and conditions acceptable to PR1MA; OSKP submitting to PR1MA its proposals including but not limited to the building plans, approved layout plans, drawings, specifications which shall be in accordance with PR1MA s requirements and other relevant documents in respect of PR1MA Homes for the purpose of the Project and the agreement by PR1MA to the same; OSKP submitting to PR1MA the implementation schedule for the Project in the form and substance as specified in the Agreement; and OSKP obtaining the necessary licence from the Construction Industry Development Board or any relevant Government Agency or Ministry to enable OSKP to undertake the development of the Project. (ii) (iii) In the event of non-fulfillment or non-satisfaction of any of the conditions precedent stated above within the Approval Period or any Extended Approval Period, either party shall be entitled to terminate the Agreement by giving a notice in writing to the other party and thereafter, OSKP shall refund to PR1MA any payment received pursuant to the Agreement free from interest within ten (10) days from the date of demand or termination and thereafter, the Agreement shall be deemed terminated and be null and void and shall have no legal effect and neither party shall have any claim of whatsoever nature against the other in respect of the Agreement. PR1MA shall have the sole and absolute right and the authority to market, sell and look for prospective purchasers of the PR1MA Homes and at such prices as PR1MA shall in its sole and absolute discretion determine after the full payment of the Disposal Consideration. Page 3 of 6

4 (iv) PR1MA shall also have the sole and absolute right to determine promotional and marketing campaigns for the sale of PR1MA Homes and conducting negotiations for the sales. 5.2 Basis of Arriving at the Disposal Consideration The Disposal Consideration of RM56,000, was arrived at on a willing buyer willing seller basis, negotiated between OSKP and PR1MA based on the management s estimation of the fair market value of similar land in the vicinity. There was no valuation carried out on the Land. 5.3 Payment of the Disposal Consideration (i) (ii) Within seven (7) working days from the date of Agreement, PR1MA shall pay to OSKP ten per centum (10%) of the Disposal Consideration in the sum equivalent to RM5,600, only as deposit. PR1MA shall within one (1) month from the date on which all of the conditions precedent shall have been duly fulfilled by OSKP in accordance with the Agreement, pay to OSKP s Solicitors as stakeholders the balance of the Disposal Consideration amounting to the sum of RM50,400, Expected Gains and Utilisation of Proceeds The Proposed Disposal is expected to raise gross cash proceeds of RM56.0 million, which is expected to be utilised as working capital for OSKP. The timeframe for full utilisation of proceeds is within 24 months from the completion of the Proposed Disposal. 5.5 Liabilities to be Assumed by PR1MA, the Purchaser There are no known liabilities, including contingent liabilities and guarantees, to be assumed by PR1MA arising from the Proposed Disposal. 5.6 Estimated Time Frame for Completion Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by January Rationale for the Proposed Disposal The Proposed Disposal and ancillary appointment of OSKP as the turnkey contractor for the Project enables the OSKPH Group to play a role in providing affordable homes to the general public, which is in line with the Malaysian government s policy to provide more affordably priced properties to the low and middle income earners. Secondly, the BPJ township measures approximately 2,500 acres in total. OSKP has since the year 1999 and until current date developed some 1,160 acres of land into residential and commercial properties. The Proposed Disposal and the ancillary appointment of OSKP Page 4 of 6

5 as the turnkey contractor for the Project would help OSKP to fast track the development of the BPJ township. Upon the completion of Proposed Disposal, OSKP still holds a sizeable remaining land bank of approximately 1,232 acres of undeveloped land in BPJ. 6. PROSPECTS TO OSKPH GROUP ARISING FROM THE PROPOSED DISPOSAL OSKPH Group has in the pipeline plans to construct and own the largest shopping mall in Sungai Petani, Kedah measuring between 550,000 to 650,000 square feet in net lettable area to be located within the BPJ township. With development in BPJ being fast tracked, the Proposed Disposal would help boost population and traffic flow into the proposed shopping mall and BPJ township and eventually enhancing OSKPH Group s future earning potential generated from a recurring income source. OSKPH Group expects the Proposed Disposal and ancillary appointment of OSKP as the turnkey contractor for the Project to generate reasonable and normal earnings which would increase shareholders value in the near future. 7. RISK FACTORS The Board is not aware of any risk factors arising from the Proposed Disposal which could materially or adversely affect the financial and operating conditions of the OSKPH Group other than the normal market and global economic risks. 8. EFFECTS OF THE PROPOSED DISPOSAL 8.1 Share Capital and Substantial Shareholders Shareholding The Proposed Disposal will not have any effect on the issued and paid-up share capital and the substantial shareholders shareholding structure of OSKPH. 8.2 Net Assets ( NA ), NA Per Share and Gearing The Proposed Disposal will not have any material effect on the NA and NA per share of the OSKPH Group for the financial year ending 31 December The Proposed Disposal will not have any material effect on the gearing of the OSKPH Group for the financial year ending 31 December Earnings and Earnings Per Share ( EPS ) The Proposed Disposal is not expected to have any material impact on the OSKPH Group s earnings and EPS for the financial year ending 31 December However, the potential profit contribution arising from the Proposed Disposal is expected to enhance earnings and EPS of the OSKPH Group in the near future. 9. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal is 13.60% pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Page 5 of 6

6 10. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, Major Shareholders of OSKPH and/or persons connected to them has any interest, direct or indirect, in the Proposed Disposal. 11. DIRECTORS STATEMENT The Board, after having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the OSKPH Group. 12. APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of the Company or any other relevant authorities. 13. DOCUMENT AVAILABLE FOR INSPECTION The Agreement is available for inspection by the shareholders of OSKPH at the Company s registered office at 7 th Floor, Plaza OSK, Jalan Ampang, 50450, Kuala Lumpur during the normal business hours from Mondays to Fridays (except Public Holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 28 th August Page 6 of 6