The details of the Proposed Acquisition are set-out in the ensuing paragraphs.

Transcription

1 PERAK TRANSIT BERHAD ( PTRANS OR THE COMPANY ) PROPOSED ACQUISITION OF PROPERTY LOCATED IN IPOH, PERAK BY THE COMBINED BUS SERVICES SDN BHD, A 99.89% OWNED SUBSIDIARY OF THE COMPANY FOR A TOTAL CONSIDERATION OF RM10,000,000 ( PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of PTRANS wishes to announce that The Combined Bus Services Sdn Bhd (Company no M) ( The Combined Bus or the Purchaser ), a 99.89% owned subsidiary of the Company, has entered into a sale and purchase agreement ( SPA ) with MH Amanjaya Properties Sdn Bhd (Company no W) ( MH Amanjaya or the Vendor ) on 8 September 2017 in relation to the Proposed Acquisition. 2. DETAILS OF THE PROPOSED ACQUISITION The Proposed Acquisition involves the acquisition of all that piece of leasehold land together with a stratified mid 9-storey corporate office erected thereon located within SOHO Ipoh Commercial Centre (Phase II), along Jalan Sultan Idris Shah, Perak ( Property ) by The Combined Bus from MH Amanjaya free from encumbrances with vacant possession for a total cash consideration of RM10,000,000.00, exclusive of goods and services tax ( GST ) ( Purchase Consideration ). The details of the Proposed Acquisition are set-out in the ensuing paragraphs. 2.1 Information of the Property Master land title : Pajakan Negeri Lot , Town of Ipoh (U), District of Kinta, Perak. The strata title(s) for the Property have yet to be issued. Tenure of the land : 99 years leasehold interest expiring on 24 November 2113, leaving approximately 96 years unexpired Description of the building : A stratified mid 9-storey corporate office Approximate age of the building : Less than 1 year Legal description : Parcel no: M2-T1-32_1 (Ground Floor) M2-T2-32_2 (First Floor) M2-T3-32_3 (Second Floor) M2-T4-32_4 (Third Floor) M2-T5-32_5 (Fourth Floor) M2-T6-32_6 (Fifth Floor) M2-T7-32_7 (Sixth Floor) M2-T8-32_8 (Seventh Floor) M2-T9-32_9 (Eighth Floor) Accessory parcel no : Car parking lots A39 to A48

2 Land area : 3,541 square feet (including the corridor) Floor area : 31,579 square feet Category of land use : Building Existing use of the building : Currently vacant Proposed use : 5 floors to be used as corporate office of PTRANS Group of companies and the remaining 4 floors to be leased out Restrictions in Interest : Perniagaan Tapak perniagaan (Business) Express conditions : Tanah ini hanya boleh dipindahmilik atau dipajak dengan kebenaran bertulis oleh Pihak Berkuasa Negeri (Transfer and lease subject to State Authority s approval) Registered Proprietor : Perbadanan Setiausaha Kerajaan Negeri Perak ( SSI ) Encumbrances : Nil Net assets and net book value of the Property in the Vendor s book : The Company is unable to disclose the net assets and net book value of the Property as it is not privy to such information 2.2 Information on the Purchaser The Combined Bus was incorporated in Malaysia under the then Companies Act, 1965 as a private limited company on 2 August The Combined Bus is principally involved in operation of bus terminal, petrol station and public transportation services. As at the date of this announcement, the share capital of The Combined Bus amounted to RM55,600, comprising a total of 55,600,003 ordinary shares. The Combined Bus is a 99.89% subsidiary of PTRANS and the directors of The Combined Bus are Dato Sri Cheong Kong Fitt, Dato Abu Bakar Bin Haji Said, Dato Cheong Peak Sooi and Mr Ong Luck Ong Lek Chuan. The shareholders of The Combined Bus and its shareholdings are as follows: Shareholders No. of shares % of issued share capital PTRANS 55,543, The Reliance Omnibus Company Sdn Bhd 56, Kok Yu Kok Yee Mooi 42 negligible* CKS Maju Sdn Bhd 1 negligible* 55,600,

3 2.3 Information on the Vendor MH Amanjaya was incorporated in Malaysia under the then Companies Act, 1965 as a private limited company on 16 July The principal activity of the Vendor is that of property development. As at the date of this announcement, the share capital of MH Amanjaya amounted to RM100, comprising a total of 100,000 ordinary shares. The directors of MH Amanjaya are Dato Aminudin Zaki Bin Hashim, Puan Raishah Binti Mohamad Salleh, Mr Cheng Heng Keong and En Adnan Bin Shahuddin. The shareholders of MH Amanjaya and its shareholdings are as follows: Shareholders No. of shares % of issued share capital Amanjaya Properties Ventures Sdn Bhd 50, Man Hoe Properties Sdn Bhd 50, , Basis and justification of arriving at the Purchase Consideration The Purchase Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the strategic location of the Property in Ipoh, the cost of the purchase at RM per square foot based on a gross floor area of 31,579 square feet and the market value of the Property as indicated in the valuation letter dated 23 August 2017 issued by an independent registered valuer, JS Valuers Property Consultants (Perak) Sdn Bhd ( Valuer ). The valuation has been carried out by the Valuer on a market value basis by adopting the comparative method of valuation as a fair representation. The market value of the Property was RM11,270, as at the date of valuation. As such, the Purchase Consideration represents a discount of approximately 11.27% of the indicative market value of the Property. 2.5 Liabilities to be assumed The PTRANS Group of companies ( PTRANS Group or Group ) will not be assuming any liability, including contingent liabilities and guarantees with regards to the Proposed Acquisition. 2.6 Source of funding The Purchase Consideration for the Proposed Acquisition will be satisfied entirely in cash, which will be financed through internally-generated funds of approximately 30% and the remaining approximately 70% via bank borrowings. 2.7 Purchase Consideration The Purchase Consideration shall be paid in the following manner: (i) A deposit of RM1,000, equivalent to 10% of the Purchase Consideration together with GST, has been paid by the Purchaser to the Vendor upon the execution of the SPA; and

4 (ii) The balance of the Purchase Consideration of RM9,000,000.00, equivalent to 90% of the Purchase Consideration together with GST ( Balance Purchase Consideration ), to be paid by the Purchaser to the Vendor s solicitors as stakeholder on or before the day which falls within three (3) months from the date of the SPA ( Stipulated Period ). (iii) If the Purchaser is unable to pay the Balance Purchase Consideration within the Stipulated Period, the Vendor shall grant a further period of one (1) month from date of expiry of the Stipulated Period to the Purchaser to enable him to pay the same and complete the purchase and in consideration of such extension, the Purchaser shall pay to the Vendor interest at the rate of 8% per annum calculated on daily rest on such unpaid Balance Purchase Consideration from the date of expiry of the Stipulated Period until the date of full payment of the Purchase Consideration. 2.8 Salient terms of the SPA The following salient terms are reproduced from the SPA. The terms and numbering references used in this section shall have the respective meanings and numbering references as ascribed thereto in the SPA. 9. INTEREST ON LATE PAYMENTS WITHOUT PREJUDICE to the Vendor s rights under this Agreement, if any, of the portion of the purchase price shall remain unpaid by the Purchaser when it is due and payable as stipulated herein, interest on such unpaid portion of the purchase price shall commence immediately thereafter and be payable by the Purchaser until such time the unpaid portion of the purchase price is duly paid to the Vendor, such interest to be calculated from day to day at the rate of eight percent (8%) per annum. 10. DEFAULT BY PURCHASER AND DETERMINATION OF AGREEMENT (1) If the Purchaser:- (a) (b) (c) (d) fails to pay any unpaid portion of the purchase price and/or any interest payable under Clause 9;or fails to pay any sum or sums payable under this Agreement within the time stipulated for payment; or commits any breach of the terms and conditions contained in this Agreement or fails to perform or observe all or any of the Purchaser s covenants herein contained; or before payment in full of the Purchase Price of the Parcel commits an act of bankruptcy or enters into any composition or arrangement with his creditors or being a company enters into liquidation whether compulsory or voluntary; then and in such cases the Vendor may either enforce specific performance against the Purchase or, and subject to Clause 10(3) hereof, it shall be lawful for the Vendor to annul the sale of the Parcel and to forthwith terminate this Agreement by a written notice to the Purchaser and upon such termination as aforesaid:

5 (i) (ii) (iii) the Vendor shall be entitled to deal with or otherwise dispose of the Parcel in such manner as the Vendor shall see fit as if this Agreement had not been entered into; the Purchaser and all those claiming any rights, title and interest under him or other occupiers shall forthwith vacate the Parcel (if occupied by them); the sums of purchase price or any other payments previously paid by the Purchaser to the Vendor excluding any interest paid, shall be dealt with and disposed of as follows: (ii) (iii) firstly, all interest owing and unpaid in respect of late payments (if any) of balance of the Purchase Price or any part or parts thereof and all other interest payable under this Agreement shall be paid to the Vendor; secondly, an amount to be forfeited by the Vendor as follows:- (i) an amount equal to ten per centum (10%) of the purchase price; (iv) (v) thirdly, all legal fees, costs and other expenses whatsoever incurred or suffered by the Vendor arising out of or incidental to the termination of this Agreement including evicting the Purchaser and all those claiming title under him or other occupiers from the Parcel, losses suffered by the Vendor arising from the resale or attempted resale of the Parcel or in defending any action(s) pertaining thereto shall be paid to the Vendor; and lastly, the residue thereof, if any, free of interest shall be refunded to the Purchaser; and in the event the Purchase Price or any part or parts thereof previously paid is insufficient to pay the moneys due to the Vendor pursuant to this clause, the difference shall be a debt due from the Purchaser to the Vendor and shall be paid forthwith upon demand and until payment shall bear interest from the date of demand until the date of actual payment and such interest shall be calculated from day to day at the rate of eight percent (8%) per annum on the amount of the unpaid debt; and thereafter (iv) neither party hereto shall have any further claim against the other for costs, damages, compensation or otherwise hereunder other than and except those conferred upon them by the provision of this clause. (2) Neither the existence nor exercise of the powers contained in the above sub-clauses hereof shall render the Vendor being liable for any damages or liabilities whatsoever and howsoever to the Purchaser or any permitted assignee, heir, successor-in-title or personal representative of the Purchaser.

6 (3) If the Purchaser fails to comply with any of the terms of this Agreement or balance of purchase price or any part or parts thereof, interest or other sums due hereunder shall remain unpaid for a period in excess of fourteen (14) days after its due date, the Vendor shall at the Vendor s absolute discretion give the Purchaser not less than fourteen (14) days notice in writing to treat this Agreement as having been repudiated by the Purchaser and unless in the meanwhile such default and/ or alleged breach is rectified or such unpaid balance of the purchase price or any part or parts thereof, interest and other sum due under this Agreement are paid, this Agreement shall at the expiration of the said notice, be deemed to be annulled. 11. SEPARATE DOCUMENT OF TITLE/ TRANSFER OF TITLE (1) The Vendor and SSI shall at its own cost and expense apply for issuance of the separate title(s) pertaining inter alia to the Parcel under the Strata Titles Act 1985 and each floor will be issued with strata titles thereof and the same will be transferred to the Purchaser absolutely. (2) Upon the issuance of the separate strata titles to the Parcel and subject to the payment of the full Purchase Price by the Purchaser to the Vendor in accordance with Clause 3 & 4 hereof and all interest and all other monies whatsoever due under this Agreement as and when they become due and provided further that the Purchaser shall have performed and observed all the terms and conditions of this Agreement, the Vendor shall as soon as practicable secure the SSI to and SSI shall execute a registrable instrument of transfer in respect of the Parcel in favour of the Purchaser his heir or nominee or lawful assign, as the case may be, free of all encumbrances but subject to the conditions expressed and implied in the separate strata titles to the Parcel and shall deliver the same (duly executed but unstamped) together with the separate strata titles to the Parcel to the Purchaser or to such other persons or parties as may be expressly authorized by the Purchaser PROVIDED ALWAYS THAT the Purchaser shall bear all costs, expenses, stamp duties and fees payable for such instrument of transfer of the Parcel to the Purchaser. The Vendor and SSI undertake that the Purchaser or his permitted assigns shall be the registered and beneficial owner of the Parcel as aforesaid and shall secure the approval of the State Authority for transfer at the cost of the Vendor. (3) The Purchaser further undertake to ensure that in the event of any transfer of the Parcel from the Purchaser to a subsequent purchaser, or assign or successor-in-title the latter shall enter and be bound by the similar covenants as in this Agreement notwithstanding the completion of the sale and purchase hereof. (4) The Purchaser shall indemnify the Vendor against all demands, actions, proceedings, penalties, fines, claims, losses, damages, costs and expenses (including without limiting to the costs of suing or defending any legal suits or proceedings commenced by or against the Vendor on a solicitor and client basis) incurred by the Vendor arising from or by reason of the

7 Purchaser breaching this provision or omitting to do all such acts and things as may be necessary to accept the transfer of the strata titles to the Parcel and to register the same in the Purchaser s favour. 21. TIME FOR DELIVERY OF VACANT POSSESSION (1) Provided that Purchaser shall have paid to the Vendor all the Purchase Price and any other sums under this Agreement as and when the same are due and payable, the Parcel shall be delivered together with vacant possession and free from encumbrances to the Purchaser immediately after the aforesaid full payment. (2) In the event the Vendor shall delay the delivery of vacant possession with water and electricity connection of the Parcel to the Purchaser, the Vendor shall pay to the Purchaser agreed liquidated and ascertained damages calculated from day to day at the rate of ten per centum (10%) per annum on the Purchase Price from the expiry date of the delivery of vacant possession in accordance with Clause 21(1) above until the date the Purchaser takes or is deemed to have taken vacant possession of the Parcel. 3. RATIONALE OF THE PROPOSED ACQUISITION The continuing growth of the businesses of PTRANS Group and the anticipated future expansion requires the Group to look for larger office space to overcome the current and expected space constraint. The Property is primarily intended for PTRANS Group s use as corporate office. The Property will offer PTRANS Group more corporate office space and provide a conducive working environment for the staffs of PTRANS Group. While the Group intends to occupy 5 floors of the Property as corporate office and the remaining 4 floors with an estimated net lettable area of 13,874 square feet will be leased out for rental income. The Group will be negotiating with interested parties to secure long term tenancy to rent out the remaining 4 floors of the Property. 4. PROSPECT AND RISK FACTORS OF THE PROPOSED ACQUISITION 4.1 Prospect SOHO Ipoh Commercial Centre (Phase II) is one of the focus commercial properties projects strategically located within the vicinity of the commercial hub of Ipoh, Perak Darul Ridzuan. SOHO is a newly completed shop office home office concept development surrounded by numerous amenities such as shopping malls, hotels, business centre, tourism spots and schools. As such, the Board believes that the Property has potential for value appreciation given its strategic location and accessibility. 4.2 Completion risk There is no assurance that all terms and conditions can be fulfilled by either parties to the SPA within the time frame set out in the SPA or that the Proposed Acquisition will not be exposed to risks such as in the inability to comply with the conditions imposed by the relevant authorities. In such event, the Proposed Acquisition may be delayed or terminated and all the potential benefits arising therefrom would not materialise. Nevertheless, the Group shall use its best endeavours to ensure that the Proposed Acquisition is completed in accordance with the terms and conditions of the SPA.

8 4.3 Financial risks PTRANS shall partially fund the purchase of the Property through bank borrowings. As such, any significant fluctuation in interest rates may increase the cost of borrowings. PTRANS will monitor closely the fluctuations in interest rate and will negotiate with the relevant financial institution for an attractive and cost effective financing package. 5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 5.1 Share Capital and Substantial Shareholdings The Proposed Acquisition will not have any effect on the share capital and the substantial shareholders shareholdings of PTRANS as the Proposed Acquisition will be fully satisfied in cash and it does not involve the issuance of new securities in PTRANS. 5.2 Net assets, Earnings and Earnings per share The Proposed Acquisition will not have any material effect on the net assets and earnings of the Group and the Company s earnings per share for the financial year ending 31 December Gearing The Purchase Consideration is expected to be partially financed through bank borrowings. Assuming a bank borrowing of approximately RM7,000,000, based on the second quarterly result for the six months ended 30 June 2017, the gearing is expected to increase from 0.60 to 0.63 times. 6. APPROVAL REQUIRED FOR THE PROPOSED ACQUISITION The Proposed Acquisition is not subject to the approval of the shareholders of the Company. 7. INTEREST OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors, major shareholders of PTRANS and/or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 8. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company and are not detrimental to the interests of the shareholders of the Company. 9. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within 3 months from the date of the SPA. 10. HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio applicable to the Proposed Acquisition pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 4.98%.

9 11. DOCUMENTS FOR INSPECTION The SPA and the valuation letter by the Valuer will be made available for inspection during the office hours from 9.00 a.m. to 5.00 p.m. from Monday to Friday (except for public holidays) at the registered office of the Company at D-3-7 Greentown Square, Jalan Dato Seri Ahmad Said, Ipoh, Perak Darul Ridzuan for a period of 3 months from the date of this announcement. This announcement is dated 8 September 2017.