Y&G CORPORATION BHD (6403-X) (Incorporated in Malaysia)

Transcription

1 Y&G CORPORATION BHD (6403-X) (Incorporated in Malaysia) Subject : TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) Y&G CORPORATION BHD ( Y&G ) PROPOSED ACQUISITION OF TWO (2) ADJACENT PARCELS OF FREEHOLD LAND HELD UNDER INDIVIDUAL TITLES H.S.(D) PTD AND GERAN LOT NO. 2523, BOTH LOCATED IN THE MUKIM OF PONTIAN, DISTRICT OF PONTIAN, STATE OF JOHOR, BY Y&G s WHOLLY-OWNED INDIRECT SUBSIDIARY, MELIA AKTIF SDN BHD ( MASB ) 1) INTRODUCTION The Board of Directors of Y&G ( the Board ) wishes to announce that its wholly-owned indirect subsidiary, MELIA AKTIF SDN BHD (Company No M) ( MASB ), has, on 26 August 2015 entered into two (2) Sale and Purchase Agreements ( the SPA ) with the Vendors stated in Section 2.4 below ( the Vendors ) to acquire two (2) adjacent parcels of freehold land, both located in the Mukim of Pontian, District of Pontian, State of Johor, measuring a total areas of hectares (or 2,517, square feet) ( the Land ), details of which are as stated in Section 2 below, for a total purchase price of RM30,964, ( the Total Purchase Price ) ( the Proposed Land Acquisition ). 2) DETAILS OF THE PROPOSED LAND ACQUISITION 2.1) Details of the Proposed Land Acquisition On 26 August 2015, MASB entered into the following two (2) SPA with the Vendors : a) SPA dated 26 August 2015 ( the 1 st SPA ) to acquire the entire parcel of freehold land held under Individual Title No. H.S.(D) PTD 15945, located in the Mukim of Pontian, District of Pontian, State of Johor, measuring hectares (or 1,364, square feet) ( the 1 st Land ) for a purchase price of RM16,783, ( the Proposed 1 st Land Acquisition ); and b) SPA dated 26 August 2015 ( the 2 nd SPA ) to acquire the entire parcel of freehold land held under Individual Title No. Geran Lot No. 2523, located in the Mukim of Pontian, District of Pontian, State of Johor, measuring hectares (or 1,152, square feet) ( the 2 nd Land ) for a purchase price of RM14,181, ( the Proposed 2 nd Land Acquisition ). The 1 st Land and the 2 nd Land are collectively referred to as the Land ; the Proposed 1 st Land Acquisition and the Proposed 2 nd Land Acquisition are collectively referred to as the Proposed Land Acquisition ; and the 1 st SPA and the 2 nd SPA are collectively referred to as the SPA. The Land will be acquired free from all encumbrances, easements, liens, squatters, structures and liabilities whatsoever, and subject to all conditions and restrictions in the document of titles whether express or implied and upon the terms and subject to the conditions in the SPA.

2 2.2) Information on the Land The Land is located on the periphery of Taman Megah development in Pontian, Johor, with accessibility from Jalan Megah Utama. The Land which is currently grown with palm oil plantation and free from all encumbrances, is bound by a school, Taman Megah and agricultural land with palm oil plantations. Both the category of land use and the express condition stated in the document of titles to the Land are Tiada. MASB is proposing to develop the Land into a mixed development comprising commercial and residential ( the Proposed Development ). However, the Proposed Development is still in its preliminary stages and it is still subject to the planning, conversion of land use and the development approvals from the relevant authorities upon the completion of the Proposed Land Acquisition. Therefore, it is too preliminary to ascertain the indicative gross development value at this juncture. 2.3) Basis of Arriving at the Purchase Price and Mode of Satisfaction The Total Purchase Price of RM30,964, for the Proposed Land Acquisition was arrived at on a willing buyer-willing seller basis, after taking into consideration the development potential of the Land. The Proposed Land Acquisition shall be satisfied primarily by cash (which will be funded via internally generated funds arising from the recently completed Proposed Private Placement with Warrants and Proposed Rights Issue with Warrants as announced on 21 November 2014) and partly through bank loan. No valuation was carried out on the Land and Y&G is unable to disclose the net book value of the Land as Y&G is not privy to this information. 2.4) Details of the Vendors The Vendors for the 1 st SPA, all whom are Malaysian citizens of full age, are as follows : (1) SEE CHEN CHE CHEN BOON (NRIC No ) of No.165, Jalan Mahmood, Parit Jawa, Muar, Johor; (2) YEO TAI YONG TYE ENG (NRIC No ) of No.46, Ayer Baloi, Johor; (3) GOH PENG SIANG (NRIC No ) of No , Kiara Park, Jalan Burhanudin Helmi, Taman Tun Dr. Ismail, Kuala Lumpur; (4) GOH KAI SIANG (NRIC No ) of No.20, Jalan Panglin 16, Taman Perling, Johor Bahru, Johor; (5) GOH HUA SIA (NRIC No ) of No.34, Jalan USJ 4/6G, Subang Jaya, Selangor; (6) CHE BOON KEE (NRIC No ) of No.165, Jalan Mahmood, Parit Jawa, Muar, Johor;

3 (7) CHE BOON SIANG (NRIC No ) of No.165-1, Jalan Mahmood, Parit Jawa, Muar, Johor; (8) CHE GIOK BOON (NRIC No ) of No.166-1B, Jalan Cempaka, Parit Jawa, Muar, Johor; (9) SEE EILEEN (NRIC No ) and SEE KIAN CHUAN (NRIC No ) both of No.162, Jalan Abdullah, Muar, Johor (acting as the Executrix/Executor of SOON MARY vide Grant of Probate dated 13 th October, 2014); (10) SEE PEK HUI (NRIC No ) of No.95, Jalan Omar, Parit Nipah, Parit Jawa, Muar, Johor (acting as the Executor of KOH BAH SEE CHIN CHYE vide Grant of Probate dated 10 th December, 2012); and (11) CHE BOON LAI (NRIC No ) of No. 21, Jalan Ambang 2/1, Taman Horizon Hills, Bandar Nusajaya, Johor Bahru The Vendors for the 2 nd SPA, all whom are Malaysian citizens of full age, are as follows : (1) SEE CHEN CHE CHEN BOON (NRIC No ) of No.165, Jalan Mahmood, Parit Jawa, Muar, Johor; (2) CHUA HOE CHUA HAE TUANG (NRIC No ) of No.20, Jalan Panglin 16, Taman Perling, Johor Bahru, Johor; (3) GOH PENG SIANG (NRIC No ) of No , Kiara Park, Jalan Burhanudin Helmi, Taman Tun Dr. Ismail, Kuala Lumpur; (4) GOH HUA SIA (NRIC No ) of No.34, Jalan USJ 4/6G, Subang Jaya, Selangor; (5) CHE BOON LAI (NRIC No ) of No.58, Jalan Panglin Satu, Taman Perling, Johor Bahru, Johor; (6) CHE GIOK BOON (NRIC No ) of No.166-1B, Jalan Cempaka, Parit Jawa, Muar, Johor; (7) TAN YENCY (NRIC No ) of No.27, Jalan Muhibbah, Serene Park, Johor Bahru, Johor; (8) SEE EILEEN (NRIC No ) and SEE KIAN CHUAN (NRIC No ) both of No.162, Jalan Abdullah, Muar, Johor (acting as the Executrix/Executor of SOON MARY vide Grant of Probate dated 13 th October, 2014); and (9) SEE PEK HUI (NRIC No ) of No.95, Jalan Omar, Parit Nipah, Parit Jawa, Muar, Johor (acting as the Executor of KOH BAH SEE CHIN CHYE vide Grant of Probate dated 10 th December, 2012).

4 2.5) Salient Features of the SPA As the terms and conditions of both the 1 st SPA and the 2 nd SPA are similar and which their completion are inter-conditional against each other, hence they have been taken as one for the purpose of this announcement s disclosure below. The salient terms of the SPA are as follows : 2.5.1) Conditionality The SPA shall be subject to and conditional upon the fulfilment by the respective parties hereto of the following conditions precedent ( the Conditions Precedent ) : (i) (ii) (iii) the procurement by the Vendors of the due registration of the transfer of the Land from (a) SOON MARY (deceased) in favour of SEE EILEEN and SEE KIAN CHUAN as the Executrix/Executor pursuant to the Grant of Probate dated 13 th October, 2014 granted by High Court of Malaya in Muar, and (b) KOH BAH SEE CHIN CHYE (deceased) in favour of SEE PEK HUI as the Executor pursuant to the Grant of Probate dated 10 th December, 2012 granted by High Court of Malaya in Muar; the Purchaser applying and obtaining the written approval, consent and/or permit from the appropriate authorities duly approving the change or conversion of the re-zoning and the commercial and/or housing development on the Land PROVIDED that such approval, consent and/or permit shall not include any building(s) for education, health and other purposes ( the Re-Zoning Approval ); and the due withdrawal or discharge of all caveats and/or encumbrances whatsoever lodged against the Land by any person other than the Purchaser and/or the Financier, all within six (6) months from the date of the SPA ( the First Conditional Period ), PROVIDED ALWAYS that if any of the parties shall fail to comply with any of conditions precedent hereinabove stated within the First Conditional Period, then such party shall automatically be granted a further period of one (1) month from the expiry of the First Conditional Period ( the Second Conditional Period ) to fulfil such condition precedent, and PROVIDED FURTHER that if any of the parties shall fail to comply with any of conditions precedent hereinabove stated within the Second Conditional Period, then such party shall automatically be granted a further period of one (1) month from the expiry of the Second Conditional Period ( the Third Conditional Period ; the First Conditional Period, the Second Conditional Period and the Third Conditional Period shall hereinafter be referred to collectively as the Conditional Period ) to fulfil such Conditions Precedent. The SPA shall become unconditional on the last day of receipt by MASB s Solicitors of written evidence of due compliance and fulfilment of all the Conditions Precedent ( the Unconditional Date ). The completion of the 1 st SPA shall be conditional upon and subject to the completion of the 2 nd SPA and vice versa.

5 2.5.2) Terms of Payment The Total Purchase Price of RM30,964, for the Land shall be paid in the following manner : (a) The deposit of RM3,096, equivalent to Ten per centum (10%) of the Total Purchase Price ( the Deposit ) shall be paid to the Vendors Solicitors upon the execution of the SPA; and (b) The balance RM27,868, equivalent to Ninety per centum (90%) of the Total Purchase Price ( the Balance Purchase Price ) shall be paid to the Vendors Solicitors within one (1) month from the date of the SPA or the Unconditional Date, whichever shall be later ( the Completion Period ). If MASB shall be unable to pay the Balance Purchase Price within the Completion Period, MASB shall automatically be entitled to do so within one (1) month from expiry of the Completion Period ( the Extended Completion Period ) subject to MASB paying to the Vendors the Late Payment Interest at the rate of Eight per centum (8%) per annum and the Vendor hereby agrees that the Late Payment Interest shall be paid together with the Balance Purchase Price. 2.6) Assumption of Liabilities There are no liabilities, including contingent liability and guarantee, to be assumed by Y&G Group arising from the Proposed Land Acquisition. 3) EFFECTS OF THE PROPOSED ACQUISITION Earnings The Proposed Land Acquisition is not expected to have any material impact on Y&G Group s earnings for the current financial year ending 31 December Net Assets ( NA ) and Gearing The proforma effects of the Proposed Land Acquisition on the NA and gearing of the Y&G Group, based on the latest audited consolidated statement of financial position of Y&G as at 31 December 2014 and the assumption that the Proposed Land Acquisition was effected on 31 December 2014 is set out below: Audited as at 31 December 2014 RM 000 After the Proposed Land Acquisition (b) RM 000 Share capital 199, ,384 Irredeemable convertible preference shares 19,094 19,094 Warrant reserve 2,584 2,584 Retained earnings 35,977 35,977 (a) NA attributable to ordinary shareholders 257, ,039

6 Number of shares in issue ( 000) 199, ,384 Par value (RM) Consolidated NA per ordinary share (RM) Cash and bank balances (RM 000) 76,829 64,443 Borrowings (RM 000) ,015 (b) Gearing (times) (c) - (d) 0.07 Notes: (a) The estimated expenses relating to the Proposed Land Acquisition are RM1.0 million, which will be capitalised as such expenses are directly attributable to the Proposed Land Acquisition. The estimated expenses include professional fees, memorandum of transfer fees, application and registration fees to the authorities, as well as other incidental and miscellaneous expenses in relation to the Proposed Land Acquisition. (b) The Total Purchase Price is expected to be funded by both internally-generated funds and/or bank borrowings, the breakdown of which has yet to be determined at this juncture. For illustration purpose only, the proforma effect above has been prepared assuming the Total Purchase Price is 60% funded by bank borrowings. (c) Computed based on total borrowings divided by total NA attributable to ordinary shareholders. (d) Less than 0.01 Share Capital and Substantial Shareholders Shareholdings The Proposed Land Acquisition has no impact on the issued and paid-up share capital of Y&G and the substantial shareholders shareholdings of Y&G as the Proposed Land Acquisition does not involve issuance of new ordinary shares of Y&G. 4) RATIONALE FOR THE PROPOSED LAND ACQUISITION The Proposed Land Acquisition is part of Y&G Group s objective of concentrating on its core businesses of property development by further increasing its land bank size and is expected to contribute positively to Y&G Group s revenue, profit and cashflow from the financial year ending 31 December 2016 onwards. 5) PROSPECTS AND RISK FACTORS The Board envisages that the prospects of the property development of Y&G Group are favourable. The Proposed Land Acquisition is subject to inherent risks of the property development industry in Malaysia, which is cyclical in nature.

7 6) ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by the first quarter of the next financial year ending 31 December ) APPROVALS REQUIRED Save for the Conditions Precedent as stated in Section 2.5.1) above, the Proposed Land Acquisition is not subject to any other conditions precedent nor the approval of shareholders of Y&G nor any other government authorities approval. 8) DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS AND PERSONS CONNECTED TO DIRECTORS AND SUBSTANTIAL SHAREHOLDERS None of the directors and/or substantial shareholders of Y&G or persons connected with them have any interests, either direct or indirect, in the Proposed Land Acquisition. 9) STATEMENTS BY DIRECTORS Having considered all aspects of the Proposed Land Acquisition, the Board is of the opinion that the Proposed Land Acquisition is in the best interest of Y&G Group. 10) HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Land Acquisition pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements is 12.05%, based on the latest audited financial statements of Y&G Group for the financial year ended 31 December ) DOCUMENTS FOR INSPECTION The SPA are available for inspection at the registered office of Y&G at 2-1, Jalan Sri Hartamas 8, Sri Hartamas, Kuala Lumpur, Wilayah Persekutuan (KL), 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 23 September 2015.