(PKL and BLSB shall be collectively referred to as the Co-Vendors )

Transcription

1 DISPOSAL OF BENALEC LAND SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF BENALEC SDN BHD, WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF BENALEC HOLDINGS BERHAD'S) BENEFICIAL INTEREST IN ACRES OF COMMERCIAL LAND HELD BY PEMBINAAN KOTA LAKSAMANA (MELAKA) SDN BHD AS REGISTERED PROPRIETOR UNDER H.S.(D) No , PT No. 2202, KAWASAN BANDAR VI, DISTRICT OF MELAKA TENGAH, STATE OF MELAKA TO ARAH MENANG HOLDINGS SDN BHD. 1. INTRODUCTION Pursuant to Paragraph 10.08(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors ( the Board ) of Benalec Holdings Berhad ("Benalec" or "the Company") wishes to announce that Benalec Land Sdn Bhd ( BLSB or the Second Co-Vendor ), a wholly-owned subsidiary of Benalec Sdn Bhd, which in turn is a wholly-owned subsidiary of Benalec had entered into a Supplementary and Variation Agreement dated 10 March 2016 ( the SVA ) with Pembinaan Kota Laksamana (Melaka) Sdn Bhd (Company No T) ( PKL or the Vendor ) and Arah Menang Holdings Sdn Bhd (Company No V) ( AMH or the Purchaser ), which is supplementary to the Sale and Purchase Agreement dated 5 May 2015 ("the SPA"); and the SPA (as varied by the SVA) and the SVA, will be for the joint sale and disposal to AMH of BLSB's beneficial interest in acres ("BLSB's Land") of commercial land held by PKL as the registered proprietor under H.S.(D) No , PT No. 2202, Kawasan Bandar VI, District of Melaka Tengah, State of Melaka ("the Property") measuring approximately acres or 1,815, sq. ft or 168,632 m 2, at a sale consideration of RM8,519, ("BLSB's Consideration") ("the Disposal"); jointly with PKL's sale of PKL's beneficial interest in the remainder of the Property ( PKL's Land ) at a sale consideration of RM74,976, ("PKL's Consideration"), and jointly for the total sale consideration of RM83,496, ("Total Sale Consideration"). (PKL and BLSB shall be collectively referred to as the Co-Vendors ) 2. INFORMATION ON BLSB BLSB is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 9 December The current authorised share capital of BLSB is RM100, comprising 100,000 ordinary shares of RM1.00 each of which 4 ordinary shares of RM1.00 each are issued and fully paid-up. The principal activity of BLSB is investment holding. 3. INFORMATION ON AMH AMH is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 20 January The current authorised share capital of AMH is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 are issued and fully paid-up. The principal activity of AMH is activities of holding companies, buying, selling, renting and operating of self-owned or leased real estate - land. The Directors of AMH as extracted from the records of Suruhanjaya Syarikat Malaysia ( SSM ) are Ng Long Chong, Datuk Leaw Tua Choon, Teo Kim Lap, Chai Meng Kui and Teo Boon Hoo. Page 1 of 9

2 The shareholders of AMH and their corresponding shareholding, as extracted from the records of SSM are as follows:- Shareholders No. of Shares % of Shareholding Datuk Leaw Tua Choon 250, Chai Meng Kui 150, Teo Kim Tay 100, Teo Swee Teng 100, Teo Kim Lap 99, Teo Boon Hoo 99, Ng Long Chong 50,000 5 Ng Chee Heng 50,000 5 Teo Ah Chiew 50,000 5 Ng Chee Kiong 50,000 5 Radijah Binti Abdul Razak Aziah Binti Musa TOTAL 1,000, INFORMATION ON PKL The Directors of PKL as extracted from the records of SSM are Matshah B. Sapuan, Mohd Faizal Bin Matshah (Alternate Director to Matshah B. Sapuan), Datuk Haji Yasin Bin Mohd. Sarif and Md Samlan Bin Ahmad. The shareholders of PKL and their corresponding shareholding, as extracted from the records of SSM are as follows:- Shareholders No. of Shares % of Shareholding Matshah Holdings Sdn. Bhd. 10,979, Mohd Faizal Bin Matshah 4,020, INFORMATION ON THE DISPOSAL OF THE PROPERTY PKL is the registered proprietor of the Property. TOTAL 15,000, Vide a Consent Judgement dated 8 May 2014 ( Consent Judgement ) recorded in Kuala Lumpur High Court Suit No. 21NCvC /2012, a copy of which his attached as Annexure A in the SVA, PKL shall sub-divide ( pecah sempadan ) the Property, pursuant to Section 137 of the National Land Code 1965, to carve out BLSB's Land, the location of which is as shown in the Consent Judgment and obtain a separate Issue Document of Title ( IDT ) in respect of BLSB's Land, and transfer the IDT of BLSB's Land to BLSB. On 28 November 2014, BLSB had lodged a private caveat (No. Pers 0400B ) on the Property ( Caveat 1 ); and, inter alia, on 24 August 2015, the Melaka High Court in Originating Summons No. 24NCvC /2015 had granted an Order dated 24 August 2015 maintaining the said Caveat 1 on the Property until completion of the said sub-division ( pecah sempadan ) and issuance of the IDT in respect of BLSB's Land. Vide the SPA, PKL had agreed to sell and AMH had agreed to purchase the Property for the Total Sale Consideration on the terms and conditions as stated in the SPA. Page 2 of 9

3 On 20 August 2015, Wilajati Sdn. Bhd. lodged a private caveat (No. Pers 0400B ) on the Property ( Caveat 2 ). The SVA is made supplemental to the SPA, whereby the SPA shall be varied as set out in the SVA, and the Consent Judgement shall be varied whereby PKL will not carry out the sub-division ( pecah sempadan ) of the Property; but instead, BLSB and PKL will jointly sell to AMH, respectively BLSB's Land at BLSB's Consideration of RM8,519, and PKL's Land at PKL's Consideration of RM74,976,691.68; and at the Total Sale Consideration of RM83,496, INFORMATION ON THE PROPERTY AND BLSB'S LAND The details of the Property and BLSB's Land are set out below: Identification and Description : All that piece of commercial land held by PKL as registered proprietor under H.S.(D) No , PT No. 2202, Kawasan Bandar VI, District of Melaka Tengah, State of Melaka measuring approximately acres or 1,815, sq. ft or 168,632 m 2 ; of which BLSB owns beneficial interest in acres. Tenure : 99 years leasehold land, ending on 10 November 2112 ("Pajakan selama tempoh 99 tahun berakhir 10 November 2112"). Category of Land Use : Commercial Buildings Only ("Untuk bangunan perniagaan sahaja") Land Area : measuring approximately acres or 1,815, sq. ft or 168,632 m 2 ; of which BLSB owns beneficial interest in acres Land cost/nbv based on Benalec s latest audited financial statements for the financial year ended 30 June 2015 : RM2,960,799 Encumbrances : There are no encumbrances on BLSB's Land; nor on the Property; and the Property is free from encumbrances. 7. SALIENT TERMS OF THE SPA (AS VARIED BY THE SVA), AND THE SVA. 7.1 Recital The Vendor is the registered proprietor of the Property; whereas the Second Co- Vendor is the beneficial owner of acres ( the Second Co-Vendor's Portion ) out of the acres of the Property, pursuant to a Consent Judgment dated 8 May 2014 vide Kuala Lumpur High Court Suit No. 21NCvC /2012; and the Vendor is the beneficial owner of the remainder acres ( the Vendor's Portion ) out of the acres of the Property The Co-Vendors have agreed to sell and the Purchaser has agreed to purchase the Property free from encumbrances and caveat and with vacant possession; but subject to all conditions of title whether express or implied and the existing category of land use affecting the Property and upon the terms and conditions contained in the SPA (as varied by the SVA), and in the SVA. Page 3 of 9

4 7.2 Total Sale Consideration The Co-Vendors hereby agrees to sell and the Purchaser agrees to purchase the Property free from all encumbrances whatsoever and with vacant possession for the total selling price of RM83,496, In consideration of the deposit of RM16,699, ( Deposit") being 20% towards the Total Sale Consideration now or heretofore paid by the Purchaser in the mode and manner stated in Section 7.3 of this announcement (the receipt of which the Vendor hereby expressly acknowledges as Deposit and part payment towards the purchase price of the Vendor's Portion of the Property, the Vendor hereby agrees to sell and the Purchaser agrees to purchase the Vendor's Portion of the Property for the selling price of RM74,976, ("the Vendor's Price") The Second Co-Vendor hereby agrees to sell and the Purchaser agrees to purchase the Second Co-Vendor's Portion of the Property for the selling price of RM8,519, ("the Second Co-Vendor's Price") The Deposit shall be paid by the Purchaser to the Vendor towards the Vendor's Price of the Vendor's Portion of the Property, on the date of execution of the SPA (the receipt whereof the Vendor acknowledges); and there is no deposit to be paid by Purchaser to the Second Co-Vendor towards the Second Co-Vendor's Price of the Second Co-Vendor's Portion of the Property The Total Sale Consideration shall be paid by the Purchaser to the Co-Vendors in the proportions in Sections and of this announcement. 7.3 Balance of the Total Sale Consideration Subject to Section below of this announcement, the balance of the Total Sale Consideration of RM66,797, ( Balance of the Total Sale Consideration ) shall be paid by the Purchaser in the manner and at the time as set out below: (a) (b) The Purchaser shall be taking loan of RM30,060, only ("the Loan") from Malayan Islamic Berhad ("the Lender") to part-finance the purchase of the Property from the Co-Vendors; the Balance of the Vendor's Price amounting to RM58,277, only shall be paid by the Purchaser to the Vendor, in the following manner: (i) (ii) The sum of RM33,398, only ("the Contra Sum") shall be set-off against the transfer from the Purchaser to the Vendor all that 22 units of 3 Storey Terrace House and 18 units of 2 Storey Shop-Offices and 5 units of 3 Storey Shop-Offices all in Kota Laksamana, Daerah Melaka Tengah, Melaka known as Laksamana Business Centre free from any encumbrances ("the Contra Units"); The sum of RM24,878, only shall be paid by the Purchaser to the Vendor, as follows:- The sum of RM21,540, only shall be paid by way of part of the Loan from the Lender; and The sum amounting to RM3,338, only being the difference between: (A) the Balance of the Total Sale Consideration; and (B) the Loan plus the Contra Sum ("the Differential Sum") shall be paid by the Purchaser directly to the Vendor; Page 4 of 9

5 within 12 months from the date of the SPA ("the Completion Date") failing which the Co-Vendors shall grant to the Purchaser an extension of 1 month from the expiration of the aforesaid period ("the Extended Completion Date") provided the Purchaser shall pay to the Vendor interest at the rate of 8% per annum calculated on daily basis until the date of full payment; (c) the Second Co-Vendor's Price amounting to RM8,519, only shall be paid by the Purchaser to the Second Co-Vendor by way of part of the Loan from the Lender also within 12 months from the date of the SPA ("the Completion Date") failing which the Co-Vendors shall also grant to the Purchaser an extension of 1 month from the expiration of the aforesaid period ("the Extended Completion Date") provided the Purchaser shall pay to the Second Co-Vendor interest at the rate of 8% per annum calculated on daily basis until the date of full payment The Co-Vendors agrees that in the event the Co-Vendors shall fail to fulfil the Co-Vendors obligations within the time period stipulated in the SPA, the Co-Vendors shall be deemed to have granted an extension of time to the Purchase being equivalent to the period stipulated in the SPA until the due fulfilment of the said obligations. Nothwitstanding anything herein contained, no interest shall be payable for the extended periods aforesaid. 7.4 Application of Loan The Purchaser shall be taking the Loan from the Lender to part-finance the purchase of the Property from the Co-Vendors, and the parties hereto agree that the Purchaser shall effect payment of the Balance of the Total Sale Consideration in the manner and at the time as set out in Section 7.3 of this announcement; and in addition thereto, in the manner following: The Purchaser shall cause the Lender to undertake to pay: (a) (b) to the Vendor the sum of RM21,540, only; and to the Second Co-Vendor the sum of RM8,519, only; by way of 2 separate bank drafts or banker's cheques to be issued by the Lender, as follows: (i) (ii) 1 bank draft or banker's cheque shall be issued by the Lender to the name of the Vendor, i.e.: "PEMBINAAN KOTA LAKSAMANA (MELAKA) SDN. BHD." and shall be in the sum of RM21,540, only; and 1 bank draft or banker's cheque shall be issued by the Lender to the name of the Second Co-Vendor, i.e.: "BENALEC LAND SDN. BHD." and shall be in the sum of RM8,519, only; and the said 2 bank drafts or banker's cheques representing the release, drawdown and/or disbursement of the Loan shall be delivered to the Vendor's Solicitors and Second Co-Vendor's Solicitors respectively either: 14 days after the due presentation of the Memorandum of Transfer and other relevant documents at the relevant Land Office / Registry for the transfer of the Property to the Purchaser ( Transfer ) free from all encumbrances, or upon the due registration of ownership of the Property in the name of the Purchaser by the said Land Office / Registry, as may be evidence by an Official Search on the Property at the said Land Office / Registry, whichever is earlier; and the Vendor's Solicitors and Second Co-Vendor's Solicitors shall be Page 5 of 9

6 7.5 Default by Purchaser authorised to release the respective bank drafts or banker's cheques to the Vendor and Second Co-Vendor respectively; Provided always the Vendor shall have duly delivered vacant possession of the Property to the Purchaser; In the event that the Purchaser fails to pay the Balance of the Total Sale Consideration in the manner and at the time as set out in Section 7.3 and/or 7.4 of this announcement, the Vendor and/or the Second Co-Vendor shall be entitled to terminate the SPA, and upon such event: 7.6 Default by Vendor the Vendor shall refund to the Purchaser all monies paid by the Purchaser to the Vendor and/or the Second Co-Vendor without interest, but less 10% of the Total Sale Consideration which shall be forfeited and treated as compensation for the Vendor; the Vendor shall pay to the Second Co-Vendor whatsoever monies may still be remaining outstanding and/or unpaid by the Purchaser, of the Second Co-Vendor's Price for the Second Co-Vendor's Portion of the Property; and the Second Co-Vendor's beneficial interest in the Second Co-Vendor's Portion of the Property shall pass to the Vendor absolutely; and pending the said payment by the Vendor to the Second Co-Vendor and the passing of the Second Co-Vendor's beneficial interest in the Second Co-Vendor's Portion of the Property to the Vendor, the Second Co-Vendor shall be entitled to lodge a private caveat on the Property; and/or in the alternative, the Second Co-Vendor may, at the Second Co-Vendor's absolute discretion, elect for the Vendor to proceed with the sub-division ("pecah sempadan") of the Property, pursuant to Section 137 of the National Land Code 1965, to carve out and obtain the separate IDT in respect of BLSB's Land, and transfer the IDT of BLSB's Land to the Second Co-Vendor within 12 months of the said election by Second Co-Vendor; and thereafter, the SPA shall be treated as null and void and of no further effect and no party shall have any further claims as against any of the others In the event that the Vendor fails or refuses to complete the sale of the Property agreed to be sold and/or comply with all or any of the Vendor's obligations under the SPA, the Purchaser shall be entitled to terminate the SPA, and upon such event: the Vendor shall refund to the Purchaser all monies paid by the Purchaser to the Vendor and/or the Second Co-Vendor without interest, plus 10% of the Total Sale Consideration as liquidated damages and compensation for the Purchaser; the Vendor shall pay to the Second Co-Vendor whatsoever may still be remaining outstanding and/or unpaid by the Purchaser, of the Second Co-Vendor's Price for the Second Co-Vendor's Portion of the Property; and the Second Co-Vendor's beneficial interest in the Second Co-Vendor's Portion of the Property shall pass to the Vendor absolutely; and pending the said payment by the Vendor to the Second Co-Vendor and the passing of the Second Co-Vendor's beneficial interest in the Second Co-Vendor's Portion of the Property to the Vendor, the Second Co-Vendor shall be entitled to lodge a private caveat on the Property; and/or in the alternative, the Second Co-Vendor may, at the Second Co-Vendor's absolute discretion, elect Page 6 of 9

7 for the Vendor to proceed with the sub-division ("pecah sempadan") of the Property, pursuant to Section 137 of the National Land Code 1965, to carve out and obtain the separate IDT in respect of BLSB's Land, and transfer the IDT of BLSB's Land to the Second Co-Vendor within 12 months of the said election by Second Co-Vendor; and thereafter, the SPA shall be treated as null and void and of no further effect, and no party shall have any further claims as against any of the others. Alternatively, the Purchaser shall be at liberty to enforce the SPA by specific performance in Court and the Vendor shall reimburse all costs and expenses incurred by the Purchaser (including but without limitation to the Purchaser's Solicitors' cost on a solicitor-client basis). 7.7 Second Co-Vendor s Obligation The Second Co-Vendor shall withdraw the private caveat (No. Pers 0400B ) lodged by the Second Co-Vendor on the Property on , and duly extended by way of Court Orders dated and (Caveat 1); and cause Wilajati Sdn Bhd to withdraw the private caveat (No. Pers 0400B ) lodged by Wilajati Sdn Bhd on the Property on (Caveat 2). ("the 2 Caveats") Solely for the purpose of facilitating the withdrawal of the 2 Caveats on the Property, the Second Co-Vendor shall, SIMULTANEOUSLY upon the execution of the SVA deposit with the Purchaser's Solicitors; (a) duly executed valid and registrable form for the withdrawal of Caveat 1; and (b) duly execute valid and registrable form for the withdrawal of Caveat 2; ("Withdrawal of Caveats Forms"); and the Purchaser's Solicitors shall be authorised to forward the Withdrawal of Caveats Forms to the Lender's Solicitors who shall be duly authorised to submit the Withdrawal of Caveats Forms to the Land Office/Registry for the withdrawal of the 2 Caveats, together with the presentation of the Memorandum of Transfer and other relevant documents for the transfer of the Property to the Purchaser; And in the event that a Court Order is required for the removal of Caveat 1, the Second Co-Vendor shall promptly make the application to the Melaka High Court for the Court Order for the removal of Caveat 1 upon being notified by the Purchaser's Solicitors, together with the relevant documents from the Land Office / Registry stating that a Court Order is so required; Provided always that the fees and/or charges payable to the Land Office / Registry in respect of the withdrawal of the 2 Caveats only shall be borne by the Vendor, and not by the Second Co-Vendor. Page 7 of 9

8 7.8 Completion Date Notwithstanding that Section 7.3 of this announcement stipulates that the Completion Date shall be 12 months from the date of SPA on 5 May 2015 and that the Extended Completion Date shall be another 1 month from the Completion Date, the parties hereto hereby mutually agrees that either: (a) the Completion date shall be 12 months from the date of SPA, i.e., on 4 May 2016, and the Extended Completion Date shall be another 1 month therefrom the Completion Date i.e., the Extended Completion Date shall be on 4 June 2016 in accordance with Section 7.3 of this announcement; or (b) the Completion Date shall be 3 months from the date of the SVA and the Extended Completion Date shall be another 1 month therefrom the Completion Date provided the Purchaser shall pay to the Co-Vendors interest at the rate of 8% per annum calculated on daily basis until the date of full payment; whichever is later; provided always that the Vendor and the Second Co-Vendor (as the case may be) shall provide all documents and undertakings as may be requested for by the Purchaser and/or the Lender and/or their respective Solicitors within 14 Days failing which the Completion Date shall be extended free of interest. Provided further always that in the event that a Court Order is required for the removal of Caveat 1, the Completion Date shall accordingly be extended, free of interest, to within 14 Days from the date of notice to the Purchaser's Solicitors and/or the Lender's Solicitors of the due service of the sealed copy of the Court Order for removal of Caveat 1 on the Land Office / Registry. 8. BASIS FOR DETERMINING THE SECOND CO-VENDOR S CONSIDERATION The Second Co-Vendor s Consideration was arrived on a willing buyer willing seller basis after taking into consideration the current open market value of similar land transaction within the vicinity. 9. LIABILITIES TO BE ASSUMED BY THE PURCHASER There are no liabilities to be assumed by the Purchaser arising from the Disposal. 10. UTILISATION OF PROCEEDS As the Disposal is within the ordinary course of Benalec Group s business model, the proceeds from the sale will form part of the working capital of Benalec Group. 11. RATIONALE AND BENEFIT The Disposal is in the ordinary course of business of BLSB and in line with Benalec Group s business model. The Disposal also provides an avenue for Benalec Group to raise funds to meet our working capital requirements. 12. EFFECT OF THE DISPOSAL 12.1 Share capital and substantial shareholders shareholding The Disposal will not have any effect on the issued and paid-up share capital of Benalec as well as Benalec s substantial shareholders shareholdings, as the Disposal does not involve any issuance of shares in Benalec. Page 8 of 9

9 12.2 Earnings, earnings per shares, net assets per share and gearing The Disposal is expected to realised a net gain of RM4.17 million representing earning per share of approximately RM0.005 per Benalec s share and net asset per share will improve from RM0.74 to RM0.75 (after accounting for the gain on the disposals) based on the Benalec s total issued capital of 799,137,100 (excluding 12,665,400 treasury shares) as of 30 June The Disposal will not have any effect on the gearing in Benalec. 13. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM Datuk Leaw Tua Choon ( Related Party ) is a director and shareholder of AMH. He is a brother of Dato Leaw Seng Hai, the Group Managing Director / Chief Executive Officer of Benalec. Save for Dato Leaw Seng Hai who has abstained and will continue to abstain from all deliberations and voting in relation to the Disposal, none of the Directors, major shareholders of Benalec and persons connected with them, has any interest, direct or indirect, in the Disposal. 14. OTHER TRANSACTIONS WITH THE RELATED PARTY As at the date of this announcement, save for the Disposal and certain Recurrent Related Party transactions of revenue or trading nature which are necessary for the day-to-day operations of the Group, Benalec did not enter into any other transaction with the Related Party for the twelve (12) months preceding the date of this announcement. 15. AUDIT COMMITTEE S STATEMENT The Audit Committee of the Company, having considered that the Disposal is in the ordinary course of business of Benalec Group, is of the view that the Disposal is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders. 16. DIRECTORS STATEMENT After having taken into consideration the Disposal, the Board (save for Dato Leaw Seng Hai who has abstained and will continue to abstain from all deliberations and voting in relation to the Disposal) is of the opinion that the Disposal is in the best interests of Benalec. 17. APPROVAL REQUIRED Save for the approval from relevant Land Office / Registry for the transfer of the Property to the Purchaser, the Disposal is not subject to the approval of the shareholders of the Company and any government authorities. 18. HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio triggered pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.44% based on the Company s latest audited consolidated financial statements for the financial year ended 30 June DOCUMENTS FOR INSPECTION The SPA and SVA in relation to the Disposal are available for inspection at the registered office of Benalec at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Kuala Lumpur, Wilayah Persekutuan during 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 21 March Page 9 of 9