1.0 INTRODUCTION 2.0 DETAILS OF THE PROPOSED ACQUISITION. 2.1 Information on the Sale Land
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1 PERAK TRANSIT BERHAD ( PTRANS OR THE COMPANY ) PROPOSED ACQUISITION OF LAND IN BIDOR, PERAK ( THE SALE LAND ) BY THE COMBINED BUS SERVICES SDN BHD, A 99.89% OWNED SUBSIDIARY OF PTRANS FOR A TOTAL CASH CONSIDERATION OF RM2,561, ( PROPOSED ACQUISITION ) 1.0 INTRODUCTION The Board of Directors of PTRANS wishes to announce that The Combined Bus Services Sdn Bhd ( The Combined Bus ), a 99.89% owned subsidiary of the Company, has on 19 th January 2017 entered into a sale and purchase agreement ( SPA ) with YS Global Development Sdn Bhd ( YS Global Development or the Vendor ) (Company no M) to acquire a parcel of land located in Bidor, Perak ( the Sale Land ) for a total cash consideration of RM2,561,844, exclusive of goods and services tax ( GST ) ( Purchase Consideration ). 2.0 DETAILS OF THE PROPOSED ACQUISITION 2.1 Information on the Sale Land Sale Land : Approximately acres in area, situated on part of master title held under HS(D) PT Mukim Bidor ( Master Title ), Daerah Batang Padang, Negeri Perak. The Sale Land is currently vacant Tenure of the Master Title : Leasehold land with a tenure of 99 years expiring on 3 September 2114 Category of Sale Land use of the Master Title Existing use of the Master Title Proposed use of the Master Title Encumbrances of the Master Title Net Book Value (based on Vendor s unaudited management account as at 31 December 2016 : Commercial : Vacant : Construction of an integrated bus terminal complex on the Sale Land subject to the approval of the Perak State Government and Suruhanjaya Pengakutan Awam Darat ( SPAD ) : The Sale Land is presently charged to RHB Bank Berhad as security for loan facility obtained by the Vendor from RHB Bank Berhad : RM786,842
2 2.2 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 of the valuer s (JS Valuers Property Consultants (Perak) Sdn Bhd) letter of opinion which valued the Sale Land at approximately RM4.25 million (on the basis of as it where is ) or at approximately RM5.35 million (on the basis that the Sale Land is readily developable). 2.3 Information on the Vendor YS Global Development was incorporated in Malaysia under the Companies Act, 1965 as a private limited company on 5 th February YS Global Development is principally involved in property development. As at the date of this announcement, YS Global Development has an authorised share capital of RM1,000, comprising 1,000,000 shares of RM1.00 each, of which RM1,000, comprising 1,000,000 shares have been fully issued and paid-up. As at the date of this announcement, the directors of YS Global Development are Dato Chin Yoon Seong, Lee Keng Guan and Chin Keng Seng. Further, the shareholders of YS Global Development and its shareholdings are as follows:- Shareholders No. of shares % of issued and of paid-up share capital Dato Chin Yoon Seong 700, Lee Keng Guan 100, Chin Keng Seng 100, Wong Wun Wong Voon Phew 100, ,000, Purchase Consideration The Purchase Consideration of RM2,561,844 shall be paid in the following manner: (i) (ii) A deposit of RM256,184, equivalent to 10% of the Purchase Consideration, has been paid to the vendor upon the execution of the SPA; and The balance of RM2,305,660, equivalent to 90% of the Purchase Consideration, shall be paid in the following manner, whichever is the later: i. within 3 months from the date of fulfilling the conditions precedent; or ii. within 3 months from the completion of the roads and drains serving the Sale Land to be constructed by the vendor in accordance to the Infrastructure Plans approved by the appropriate authorities within 9 months from the date of issuance of the Menteri Besar Consent/State Authority Consent for transfer of the Sale Land.
3 2.5 Salient Terms of the SPA The words and abbreviations used throughout this section of the announcement shall have the same meaning as defined in the SPA unless the context otherwise requires or defined herein. 3.1 The sale and purchase of the Sale Land shall in all respects be conditional upon the fulfilment of the following: the issuance of the Individual Title deed to the Sale Land by the Appropriate Authorities, which the Vendor shall at its own costs and expenses obtain within six (6) months from the date of this Agreement or such further extension of time as may be mutually agreed upon by the parties; the Individual Title Deed to the Sale Land when issued shall be a leasehold title of 99 years and shall be endorsed with the Conditions of Title ( Syarat-Syarat Nyata ) Perniagaan/Terminal Bas or wording of similar effect; the Consent of the Menteri Besar of Perak / State Authority (where applicable) has been obtained for the transfer of the Sale Land to the Purchaser and deposited with the Purchaser s Solicitors, which the Vendor shall obtain do so within three (3) months from the date of issuance of the Individual Title deed to the Sale Land or such further extension of time as may be mutually agreed upon by the parties. 3.2 If the Vendor is unable to fulfil the above Conditions Precedent ("Condition Precedent") within the period as stipulated in Clause 3.1 above ("Cut-Off Date"), the parties agree to mutually extend the period within which the Condition Precedent is to be fulfilled by a further period of two (2) months (or such longer period as mutually agreed upon) from the Cut-Off Date ("Extended Cut-Off Date"). 3.3 If the Condition Precedent is not obtained by the expiry of the Cut-Off Date or the Extended Cut-Off Date, as the case may be, either of the parties shall be entitled at any time thereafter, in its absolute discretion (but shall not be obliged to) terminate this Agreement by giving notice to that effect to the other party or alternatively to agree to such further extension as may be mutually agreed upon. In such event, save where this Agreement is terminated pursuant to Clause 14.1, Clause 17 shall be applicable. 7.1 The Vendor shall deliver or cause to be delivered vacant possession of the Sale Land to the Purchaser free from all encumbrances whatsoever within a period of seven (7) days from the date of receipt by the Vendor s Solicitors of the receipt of the Balance Payment in accordance with the provisions of this Agreement ("Possession Date") The Vendor hereby covenants with the Purchaser that it shall complete the Infrastructure Work in accordance to the Infrastructure Plans approved by the Appropriate Authorities within nine (9) months from the date of issuance of the Menteri Besar Consent to Transfer / State Authority Consent to Transfer. The Infrastructure Work shall be deemed to be completed upon the production and issuance of a Certificate of Completion by the Vendor s Engineer or Architect or Consultant, as the case may be.
4 11.2 If the Vendor is unable to complete the Infrastructure Work within the period stipulated in Clause 11.1 above, then an automatic extension of time of two (2) months (or such other extended period or further extended period as may be mutually agreed upon) ( Extended Infrastructure Works Completion Period ) shall be granted to the Vendor. In the event that such extended period for the completion of the Infrastructure Works causing it necessary to re-apply for the Menteri Besar Consent/State Authority Consent for Transfer, the Vendor shall at its own cost and expense make such re-application and obtain the Fresh Menteri Besar Consent/State Authority Consent for Transfer from the Appropriate Authorities The Purchaser hereby covenants and undertakes with the Vendor that it shall build and complete the Integrated Bus Terminal Complex on the Sale Land within five (5) years from the date of registration of the transfer of the Sale Land to the Purchaser Purchaser s Default If:- (1) the Purchaser default in the payment of the Balance Purchase Price or interest or other sums due under this Agreement in accordance with the provisions hereof; (2) there is any breach by the Purchaser or through the Purchaser s Solicitors of any of the Purchaser s obligations under the provisions of this Agreement; or (3) there is any breach by the Purchaser of any of their representations, warranties, covenants, undertakings or obligations under this Agreement or the Transfer is not accepted or is rejected for registration or is not registered for any reason whatsoever due to the Purchaser and such breach or reason for non-acceptance, rejection or non-registration is:- (a) (b) not capable of remedy; or capable of remedy but is not remedied within thirty (30) days from the date of a written notice from the Vendor requiring the same to be remedied; the Vendor shall be entitled to: terminate this Agreement by giving written notice to the Purchaser whereupon: the Deposit shall be immediately forfeited in favour of the Vendor as agreed liquidated damages; and the Purchaser shall, within seven (7) Business Days of such termination notice being given, at its own cost and expense:- (a) return or cause to be returned to the Vendor and/or the Chargee the Document of Title, the Transfer, the Duplicate Charges and, in the
5 event that the Discharge Documents have not been presented, the Discharge Documents (if the same have been released to the Purchaser s Solicitors or the Purchaser s Financier's Solicitors) with the Vendor and the Chargee's respective interests remaining intact PROVIDED THAT the Purchaser s Solicitors may retain the Transfer for the purposes set out in Clause 5.3 if the same has been stamped; (Clause 5.3: The Purchaser shall ensure that the Transfer is returned to the Vendor if the sale and purchase herein is not completed in accordance with the provisions of this Agreement for any reason whatsoever provided that the Purchaser s Solicitors shall be entitled to submit the Transfer to the Collector of Stamp Duty for cancellation and refund of stamp duty paid thereon, if any, and shall immediately return the Transfer to the Vendor thereafter unless the Transfer has been retained by the Collector of Stamp Duty.) (b) (c) re-deliver to the Vendor vacant possession of the Sale Land; withdraw and remove and cause to be withdrawn and removed all encumbrances affecting the Sale Land and attributable to the Purchaser and/or the Purchaser s Financier, as the case may be; and the Vendor shall within fourteen (14) Business days upon the Purchaser s compliance with Clause , refund to the Purchaser all other monies (save for the Deposit) paid by the Purchaser towards the Purchase Price and to return and cause to be returned to the Purchaser s Financier such part of the Purchaser s Loan that is released towards account of the Purchase Price, free of interest. and thereafter this Agreement shall cease to be of any further effect Vendor's Default If there is any breach by the Vendor of any of its covenants, undertakings or obligations under this Agreement which is:- (1) not capable of remedy; (2) capable of remedy but is not remedied within thirty (30) from the date of a written notice from the Purchaser requiring the same to be remedied; and provided that the Purchaser shall have performed and observed the obligations under this Agreement undertaken by it to be performed and observed, the Purchaser shall be entitled to elect either to:-
6 apply for an order of specific performance of the terms of this Agreement (in which respect the alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation); or terminate this Agreement by giving written notice to the Vendor whereupon: the Vendor shall pay and procure to be paid to the Purchaser s Solicitors as stakeholders all monies received by the Vendor or for its account towards account of the Purchase Price, free of interest; and the Vendor shall pay to the Purchaser s Solicitors a further sum equivalent to 10% of the total Purchase Price as agreed liquidated damages the Purchaser shall, upon the Vendor's compliance with the obligation to procure the payment to the Purchaser s Solicitors as stakeholders under Clause and :- (a) (b) (c) return or cause to be returned to the Vendor and/or the Chargee the Document of Title, the Transfer, the Duplicate Charges and, in the event that the Discharge Documents has not been presented, the Discharge Documents (if the same have been released to the Purchaser s Solicitors or the Purchaser s Financier's Solicitors, as the case may be), with the Vendor and the Chargee's respective interests remaining intact PROVIDED THAT the Purchaser s Solicitors may retain the Transfer for the purposes set out in Clause 5.3 if the same has been stamped; re-deliver to the Vendor vacant possession of the Sale Land; withdraw and remove and cause to be withdrawn and removed all encumbrances affecting the Sale Land and attributable to the Purchaser and/or the Purchaser s Financier, as the case may be; and 2.6 Source of funding the Purchaser s Solicitors shall immediately upon the Purchaser s compliance with Clause release the monies held by them as stakeholders under Clause and to the Purchaser s Financier or the Purchaser, as the case may be; and thereafter this Agreement shall cease to be of any further effect. PTRANS intends to fund the Proposed Acquisition through internally generated funds. 2.7 Encumbrances and liabilities to be assumed The Combined Bus will not be assuming any liability, including contingent liabilities and guarantees pursuant to the Proposed Acquisition.
7 3.0 RISK FACTORS 3.1 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. Therefore, PTRANS s business plans to construct and develop integrated public transportation terminals in other cities may be affected. Nevertheless, PTRANS and its subsidiaries ( PTRANS Group or Group ) shall use its best endeavours to ensure every effort is made to obtain all necessary approvals for this Proposed Acquisition to satisfy the terms and conditions of the SPA. 4.0 FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 4.1 Share Capital and Substantial Shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up 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. 4.2 Net Assets and earnings per share The Proposed Acquisition will not have any material effect on the net assets or earnings per share of PTRANS for the financial year ending 31 December Gearing As the Proposed Acquisition will be funded internally generated funds, it is not expected to have any effect on the gearing of PTRANS Group for the financial year ending 31 December APPROVAL REQUIRED FOR THE PROPOSED ACQUISITION The Proposed Acquisition is not subject to the approval of the PTRANS shareholders. 6.0 INTEREST OF THE DIRECTORS, MAJOR SHAREHOLDERS AND 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. 7.0 ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within 18 months from the date of SPA.
8 8.0 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 2.02%. 9.0 RATIONALE AND JUSTIFICATION FOR THE PROPOSED ACQUISITION AND ITS PROSPECTS The Proposed Acquisition is in line with the PTRANS Group s business plans to develop integrated public transportation terminals in other cities. The Sale Land which is located in Bidor, Perak will enable the PTRANS Group, with its experience and expertise gained from operating Terminal AmanJaya, to construct and develop integrated public transportation terminal in Bidor, Perak. At this juncture, PTRANS is unable to determine the construction cost for the terminal to be built on the Sale Land as the construction project is still at its preliminary stage and the approvals have yet to be obtained from the relevant authorities 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 DOCUMENT FOR INSPECTION The SPA is available for inspection at the Company s Registered Office during normal office hours from Mondays to Fridays) except for public holiday) for a period of 14 days from the date of this announcement. This announcement is dated 19 January 2017.
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KPJ HEALTHCARE BERHAD ( KPJ OR COMPANY ) PROPOSED ACQUISITION BY IPOH SPECIALIST HOSPITAL SDN BHD ( ISH ), A SUBSIDIARY OF KPJ, OF 100% EQUITY IN SRI MANJUNG SPECIALIST CENTRE SDN BHD FOR A TOTAL CASH
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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
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TITIJAYA LAND BERHAD ( TITIJAYA OR THE COMPANY ) PROPOSED ACQUISITION BY CITY MERIDIAN DEVELOPMENT SDN BHD ( CMD OR PURCHASER ), A WHOLLY-OWNED SUBSIDIARY OF TITIJAYA, OF A PARCEL OF LEASEHOLD LAND HELD
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FARM S BEST BERHAD ( FBB OR COMPANY ) RELATED PARTY TRANSACTION ON THE SALE OF PROPERTY BY SINMAH BREEDERS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF FBB, TO MAX JOINTWELL SDN BHD 1. INTRODUCTION Pursuant to
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DUFU TECHNOLOGY CORP. BERHAD ( DUFU ) ACQUISITION OF LEASEHOLD PROPERTIES BY DUFUSION SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF DUFU (THE ACQUISITION ) FOR A PURCHASE CONSIDERATION OF RM9 MILLION 1.0 INTRODUCTION
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GUNUNG CAPITAL BERHAD ( GUNUNG OR THE COMPANY ) PROPOSED DISPOSAL OF 1,160,000 ORDINARY SHARES OF EV BUS SDN BHD ( EVSB ) REPRESENTING 100% EQUITY INTEREST IN EVSB FOR TOTAL CASH PROCEEDS OF RM9,050,000
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MAH SING GROUP BERHAD ( MAH SING OR COMPANY ) PROPOSED ACQUISITION BY NATURE LEGEND DEVELOPMENT SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF MAH SING, OF THE ENTIRE EQUITY INTEREST IN CORDOVA LAND SDN BHD, WHICH
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SERN KOU RESOURCES BERHAD (COMPANY NO. 519103-X) PROPOSED ACQUISITION OF LAND AND FACTORY ERECTED ON THE LAND EQUIPPED WITH MACHINERIES TOGETHER WITH SAWMILL OPERATING LICENCE BY VALUED PRODUCTS (M) SDN
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BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD ("BATM" OR "COMPANY") PROPOSED DISPOSAL BY TOBACCO IMPORTERS AND MANUFACTURERS SDN BERHAD ( TIM ), A WHOLLY-OWNED SUBSIDIARY OF BATM, OF ITS TWO PARCELS OF LEASEHOLD
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