UTUSAN MELAYU (MALAYSIA) BERHAD ( UTUSAN OR COMPANY ) PROPOSED DISPOSAL 1. INTRODUCTION

Transcription

1 UTUSAN MELAYU (MALAYSIA) BERHAD ( UTUSAN OR COMPANY ) PROPOSED DISPOSAL 1. INTRODUCTION On behalf of the Board of Directors of Utusan ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) wishes to announce that Utusan has today entered into a Share Purchase Agreement ( SPA ) with Schwan-STABILO Schwanhäußer Finanzholding GMBH ( Schwan or Purchaser ), the existing shareholder of Swan Malaysia Sendirian Berhad ( Swan ), to dispose its entire 40% equity interest amounting to 6,000,000 ordinary shares of RM1.00 each ( Sale Shares ) in Swan to the Purchaser for a cash consideration of RM31,800,000 ( Disposal Consideration ) ( Proposed Disposal ). 2. THE PROPOSED DISPOSAL 2.1. Details of the Proposed Disposal The Proposed Disposal involves the disposal of Utusan s entire 40% equity interest in Swan amounting to 6,000,000 ordinary shares of RM1.00 each ( Shares ) in Swan to the Purchaser for a cash consideration of RM31,800, Background information on Swan and Schwan Background information on Swan Swan, a 40% associate of Utusan, is a private limited company incorporated in Malaysia under the Companies Act, 1965 ( Act ). The present authorised share capital of Swan is RM20,000, comprising 20,000,000 Shares, of which 15,000,000 Shares have been issued and fully paid-up. Swan and its subsidiaries ( Swan Group ) are principally involved in the manufacturing and trading of educational aids, writing instruments and related products. The remaining equity of Swan is held by Schwan. Details of the audited consolidated financial performance of Swan Group for the three (3) financial years ended ( FYE ) 30 June 2012 to 2014 are as follows:- Group Level Audited FYE 30 June RM 000 RM 000 RM 000 Revenue 96,955 90,210 87,508 Profit before taxation 9,213 12,481 10,432 Profit after taxation 6,918 9,593 7,826 Share capital 15,000 15,000 15,000 Shareholders funds / Net Assets ( NA ) 69,412 65,494 65,902 No. of Shares ( 000) 15,000 15,000 15,000 NA per Share (RM) Total borrowings ,331 Gearing ratio (times)

2 The directors of Swan are Dieter Seger, Sebastian Schwanhaeusser, W. Nor Asmah binti W. Ismail and Cheng Chong Leong Background information on Schwan Schwan is a limited liability company incorporated under the laws of Germany and having its registered office at Schwanweg 1, D Heroldsberg, Germany. The present registered capital of Schwan is Euro100,000. Schwan and its subsidiaries are principally involved in production of marker pens for writing, colouring and cosmetics as well as markers and highlighters for office use and the production of backpacks and mountain equipment. The directors of Schwan are Jürgen Reissenweber and Dieter Seger Basis and Justification of Arriving on the Disposal Consideration Pursuant to the SPA, Utusan has agreed to dispose of the Sale Shares to the Purchaser for the Disposal Consideration. The Disposal Consideration was arrived at on a willing-buyer-willing-seller basis, after taking into consideration the net assets ( NA ) of Swan Group for the FYE 30 June As set out in Section 2.2.1, the audited NA of Swan Group for the FYE 30 June 2014 is approximately RM69.4 million. As such, the Disposal Consideration represents a premium of approximately RM4.04 million or 12.7% to the 40% of the NA in Swan Group amounting to approximately RM27.76 million. The original cost and date of investment into Swan was RM920, for a 40% equity stake which was subscribed from 18 November 1996 to 30 April Salient Terms of the SPA The salient terms of the SPA, inter-alia, are as follows: Disposal Consideration The Disposal Consideration is to be paid in cash by Schwan in the following manner:- (i) (ii) RM3.18 million representing ten percent (10%) of the Disposal Consideration is to be paid to Utusan upon the execution of the SPA ( Deposit ); and the balance Disposal Consideration of RM28.62 million representing ninety percent (90%) of the Disposal Consideration ( Balance Disposal Consideration ) is to be paid to Schwan s solicitors on the Unconditional Date (as defined in Section (c)). (c) Schwan s Solicitors shall be authorised to release the Balance Disposal Consideration to Utusan s solicitors within the next business day (any day excluding Saturdays, Sundays and public holidays on which banks in Kuala Lumpur, Johor, and Germany are open for business) ( Business Day ) of the Unconditional Date in exchange for the completion documents. Utusan s Solicitors shall be duly authorised to release the Balance Disposal Consideration to Utusan on the completion date (the date falling ten (10) Business Days from the Unconditional Date or the date the transfer documents for the transfer of the Sale Shares are duly stamped, whichever is earlier) ( Completion Date ).

3 2.4.2 Condition Precedent The SPA is conditional upon the approval of shareholders of Schwan for the sale and purchase of the Sale Shares ( Condition Precedent ); If the Condition Precedent set out in above is not obtained within the approval period (a period of 30 Business Days commencing from the date of the SPA and in the event that on the expiry of the initial thirty (30) Business Days, the Condition Precedent is not fulfilled, then it shall be automatically extended for another period of 30 Business Days and thereafter the parties may mutually agree to further extend the approval period) any of the parties may rescind the SPA by written notice to the other party and the provisions of Section (c) below shall become applicable; Upon the rescission of the SPA in accordance with above:- (i) (ii) Utusan shall refund the Deposit to Schwan free of interest; and The parties shall within fifteen (15) Business Days return to each other all documents delivered to them or their respective solicitors and thereafter, the SPA shall cease to have any effect and none of the parties shall have any claim whatsoever against each other and except for this Section (c), any antecedent breach; (c) (d) The SPA shall become unconditional on the date the Condition Precedent is fulfilled ( Unconditional Date ); and The parties agree that, so far as permitted under the laws of Malaysia ( Law ), where the Condition Precedent is set out for the benefit of a particular party, such Condition Precedent may be waived by that party at its option, provided that the fulfilment of such condition is not required by Law Completion Subject to the Disposal Consideration being paid in full pursuant to Section 2.4.1, the parties shall on the Completion Date proceed with completion of the Sale Shares as set out here below; Utusan and Schwan shall immediately upon stamping of the transfer documents procure the company secretary to do the following:- (i) (ii) (iii) (iv) (v) perfect the transfer of the Sale Shares in favour of Schwan and ensure that the Sale Shares are successfully registered in the name of Schwan; cancel the original share certificate(s) for the Sale Shares and issue the new share certificate(s) in respect of the Sale Shares in the name of Schwan; register Schwan as a shareholder of the Company in the register of members; such waivers, consents and/or documents, if any, as Schwan may reasonably require to enable Schwan to be registered as the holder of the Sale Shares; and notify Schwan s solicitors of the compliance of Section (i), (ii), (iii) and (iv).

4 2.4.4 Utusan Remedies In the event that Schwan shall after the execution of the SPA commit a material breach of the terms of the SPA prior to the Completion Date, then, Schwan shall remedy such breach within thirty (30) days of Utusan s notice in writing of the alleged breach. In the event Schwan fails, neglects, refuses to remedy such breach within the stipulated period, Utusan may by notice in writing to Schwan elect to claim for specific performance or terminate the SPA and upon such termination, Schwan shall indemnify and hold Utusan harmless from and against any damages, deficiencies, loss, costs, liabilities and expenses (including but not limited to legal fees and disbursements on a solicitor client s basis) resulting directly or indirectly from or arising out of any breach of any of the representations, warranties, covenants and agreements made by Schwan Schwan Remedies In the event of any breach of Utusan, Utusan shall remedy such breach within thirty (30) days of Schwan s notice in writing of the alleged breach. In the event Utusan fails, neglects, refuses to remedy such breach within the stipulated period, Schwan may (subject to the Disposal Consideration being paid in full pursuant to Section 2.4.1) by notice in writing to Utusan elect to proceed to transfer and register the Sale Shares in the name of Schwan in accordance with Section or claim for specific performance or terminate the SPA and upon such termination, Utusan shall refund all monies paid by Schwan towards the Disposal Consideration, indemnify and hold Schwan harmless from and against any damages, deficiencies, lost, costs, liabilities and expenses (including but not limited to legal fees and disbursements on a solicitor client s basis) resulting directly or indirectly from or arising out of any breach of any of the representations, warranties, covenants and agreements made by Utusan Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by Schwan pursuant to the Proposed Disposal Utilisation of Proceeds The gross proceeds of approximately RM31.8 million to be received from the Proposed Disposal are intended to be utilised in the following manner:- Note Description of Utilisation Timeframe for Utilisation From the Completion Date Amount RM 000 General working capital purposes Within twelve (12) months 31,600 Estimated expenses relating to the Proposed Disposal Immediate 200 Gross proceeds to be raised 31,800 Notes:- The proceeds amounting to RM31.60 million are expected to be utilised for the Group s day-to-day operations to support the existing business operations which include payment of trade and other payables of the Utusan Group. The proceeds amounting to RM0.20 million are expected to be utilised to defray the professional fees and fees payable to the relevant authorities as well as other miscellaneous expenses relating to the Proposed Disposal.

5 2.7 Cash Company or Practice Note 17 ( PN 17 ) Company The Proposed Disposal will not result in Utusan becoming a cash company or a PN17 company, as defined under the Bursa Malaysia Securities Berhad Main Market Listing Requirements ( Listing Requirements ). 3. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal will enable Utusan to realise the gain on its investment of approximately RM3.62 million. The Disposal Consideration is also at a premium of 12.7% to the audited NA of Swan Group for the FYE 30 June As mentioned in Section 2.2.1, Swan is a 40% associate of Utusan with the remaining 60% being held by Schwan. As such, Utusan has limited control over the management and decision making of Swan. Furthermore, Swan Group is principally involved in the manufacturing and trading of educational aids, writing instruments and related products which is not the core business activities of Utusan. The Proposed Disposal will therefore enable the management of Utusan to concentrate its business operations on publication, printing and distribution of newspapers which are the Company s core business activities. In addition, the Proposed Disposal will enable Utusan Group to improve its operating cash flow and strengthen its financial position. 4. RISKS FOR THE PROPOSED DISPOSAL The completion of the Proposed Disposal is subject to, inter-alia, the fulfilment of the Condition Precedent and terms and conditions set out in the SPA. In the event of nonfulfilment of the Condition Precedent, it may result in the SPA being terminated and Utusan may not be able to enjoy the resultant benefits from the Proposed Disposal. The Company will take all reasonable steps to ensure that the Condition Precedent and terms and conditions are met to facilitate the Proposed Disposal. Nonetheless, there can be no assurance that the SPA will not be terminated through the non-fulfilment of the Condition Precedent and terms and conditions of the SPA. Save as disclosed above, the Board does not foresee any additional risk that the Utusan may be exposed to pursuant to the Proposed Disposal. 5. EFFECTS OF THE PROPOSALS 5.1. SHARE CAPITAL There shall be no change in the issued and paid-up share capital of the Company as no new Shares will be issued pursuant to the Proposed Disposal.

6 5.2 NA and Gearing Based on the audited consolidated financial statements of Utusan Group for the FYE 31 December 2013, the proforma effects of the Proposed Disposal on the NA per Share and gearing of the Utusan Group based on the assumption that the Proposed Disposal had been effected as at that date are as follows:- Group Level Audited FYE RM 000 After the Proposed Disposal RM 000 Share capital 110, ,734 Reserves 169, ,523 Shareholders equity/ NA 279, ,257 No. of Shares 110, ,734 NA per Share (RM) Total borrowings (RM 000) 194, ,575 Gearing ratio (times) Notes:- After including the gain of disposal of approximately RM3.62 million as disclosed in Section 3 and the estimated expenses of approximately RM0.20 million as set out in Section 2.6 in relation to the Proposed Disposal. 5.3 Earnings and Earnings Per Share The Proposed Disposal is expected to result in a gain on disposal of approximately RM3.62 million to Utusan Group for the FYE 31 December Barring unforeseen circumstances, the Proposed Disposal is expected to contribute positively to the earnings of Utusan Group when the benefits of the utilisation of proceeds are realised. 5.4 Substantial Shareholders Shareholding There will be no change to the substantial shareholders' shareholdings of Utusan as no new Shares will be issued. 6. APPROVALS REQUIRED The Proposed Disposal is subject to and conditional upon approvals being obtained from the following:- the shareholders of Schwan; and any other relevant authorities and/or parties, if required. The Proposed Disposal is not conditional upon any other corporate exercise undertaken or to be undertaken by the Utusan Group and is not subject to its shareholders approval. 7. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the fulfilment of the Condition Precedent, the Board expects the Proposed Disposal to be completed by the first half of 2015.

7 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors and/or major shareholders of Utusan and/or persons connected to them as defined in the Listing Requirements, has any interest, direct or indirect, in the Proposed Disposal. 9. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Disposal, including but not limited to the salient terms of the SPA, the basis of the Disposal Consideration, rationale for the Proposed Disposal and the financial effects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Utusan Group and is not detrimental to the shareholders of Utusan. 10. HIGHEST PERCENTAGE RATIO The highest percentage ratio as set out in Paragraph 10.02(g) of the Listing Requirements is 11.36%. 11. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING IMPLEMENTATION As at the LPD, there are no other proposals which have been announced but pending implementation. 12. DOCUMENTS FOR INSPECTION The SPA may be inspected at the Corporate Office of Utusan at Level 5, Block A, No. 44, Jalan Utusan, Off Jalan Chan Sow Lin, Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this Announcement. This Announcement is dated 23 April 2015.