The payment schedule for the Proposed Acquisition is set out in Section 2.3(c) below.

Transcription

1 MELATI EHSAN HOLDINGS BERHAD ( MEHB OR COMPANY ) PROPOSED ACQUISITION BY BAYU MELATI SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MEHB, OF THREE (3) PARCELS OF LEASEHOLD LAND IDENTIFIED AS H.S.(D) 54886, AND FOR PT NO. 4505, 4506 AND 4507, MUKIM BANDAR SELAYANG, DISTRICT GOMBAK, STATE OF SELANGOR FOR AN AGGREGATE CASH CONSIDERATION OF APPROXIMATELY RM77.74 MILLION ( PROPOSED ACQUISITION ) 1. INTRODUCTION On behalf of the Board of Directors of MEHB ( Board ), M&A Securities Sdn Bhd ( M&A Securities ) is pleased to announce that Bayu Melati Sdn Bhd ( BMSB ), a wholly-owned subsidiary of MEHB, had on 15 April 2016 entered into a conditional sale and purchase agreement ( SPA ) with Aturan Utama Sdn Bhd ( AUSB or Vendor ) for the Proposed Acquisition. 2. PROPOSED ACQUISITION The Vendor is the registered owner of all the 3 parcels leasehold land held under H.S.(D) 54886, and for PT No. 4505, 4506 and 4507, Mukim Bandar Selayang, District Gombak, State of Selangor ( Land ). The agreed aggregate purchase price for the Land is RM77,735, ( Purchase Price ). In the event that the requisite planning approval for BMSB s proposed commercial development on the Land includes a condition requiring BMSB to build low cost and/or affordable homes under whatever name known including under the affordable housing scheme currently known as Rumah SelangorKu, the Purchase Price for the Land shall be reduced to RM70,000, only. The payment schedule for the Proposed Acquisition is set out in Section 2.3(c) below. 2.1 Details of the Land Further details of the Land are summarised below: Title details : H.S.(D) 54886, and for PT No. 4505, 4506 and 4507, Mukim Bandar Selayang, District Gombak, State of Selangor Tenure : Leasehold (99 years expiring on 4 April 2104) Land area : Combined land area of 37,078 square meters Category of land use : Building Express condition : H.S.(D) 54886, PT 4505 Bangunan perniagaan H.S.(D) and 54888, PT 4506 and 4507 Bangunan kediaman Restriction-in-Interest : Tanah yang diberi milik ini tidak boleh dipindah milik, dipajak atau digadai melainkan dengan kebenaran Pihak Berkuasa Negeri Encumbrances : Nil 1

2 Land cost : RM1.79 million based on the audited financial statements of AUSB as at 31 December 2014 Existing and proposed use : The Land is currently vacant and is proposed to be developed into a mixed development. The development plans and gross development value is still not finalized as it is still in the initial planning stage Date of valuation : 10 March 2016 Method of valuation : Comparison method Market value (1) : RM80 million Note: (1) The market value was arrived at based on the following assumptions: (iii) (iv) The Land comprises three (3) parcels of contiguous vacant commercial land and has a total land area of 37,078 square metres; H.S.(D) and 54888, PT 4506 and 4507 is have been converted to commercial use with all relevant premium and charges paid; The plot ratio of the Land is 1:6; and There will not be any form of low costs and/or affordable homes requirements for the development of the Land. 2.2 Basis of the Purchase Price The Purchase Price was arrived based on a willing buyer-willing seller basis, after taking into consideration, inter alia: (a) (b) The aggregate market value of RM80 million as appraised by C H Williams Talhar & Wong ( Valuer ), an independent firm of registered valuers based on the valuation letter dated 29 March In arriving at the market value, the Valuer had adopted the comparison method; and the potential development prospects of the Land as set out in Section 5 of this announcement. 2.3 Salient terms of the SPA The salient terms of the SPA are as follows: (a) The SPA In consideration of the initial deposit of RM7.60 million ( Initial Deposit ), now paid by BMSB to the Vendor upon the execution of the SPA as deposit and towards part payment of the Purchase Price in the event of completion of the SPA, the Vendor agrees to sell and BMSB agrees to purchase the Land free from all charges and encumbrances and with vacant possession but subject to all conditions of title, whether express or implied, contained in the issue document(s) of title to the Land at the Purchase Price subject to the terms and conditions set out in the SPA. 2

3 In the event that requisite planning approval for BMSB s proposed commercial development on the Land includes a condition requiring BMSB to build low cost and/or affordable homes under whatever name known including under the affordable housing scheme currently known as Rumah SelangorKu, and BMSB accepts such condition and does not appeal against it or if BMSB appeals against it but such appeal is unsuccessful, the purchase price for the Land shall be reduced to RM70.00 million only. (b) Conditions precedent The completion of the sale and purchase of the Land is subject to and conditional upon the following conditions precedent being fulfilled within six (6) months ( Approval Period ) or the automatic extended period of twelve (12) months from the expiry of the Approval Period or such other extensions thereof as shall be agreed by the parties to the SPA ( Extended Approval Period ): (iii) (iv) (v) the approval from the Economic Planning Unit being obtained by BMSB ( EPU Approval ); the state consent to transfer to be obtained by the Vendor at the Vendor s sole cost and expense consenting to the transfer of the Land from the Vendor to BMSB. For the avoidance of doubt, the Vendor shall only be able to attend to the application for state consent to transfer after the title(s) incontinuation to the Land are issued; the conversion of the conditions of title to that of commercial for those of Land that are not commercial as at the date of the SPA to be obtained by the Vendor at the Vendor s sole cost and expense and the evidence of the Vendor s full payment of the premiums thereof (if any) to the relevant authorities; the written approval from the relevant authorities or such other written evidence that the plot ratio for the development of the Land be 1:6 to be obtained by the Vendor at the Vendor s sole cost and expense; and the approval of the shareholders of MEHB in a general meeting of the shareholders authorising and approving the entering into the SPA by BMSB and BMSB shall cause the general meeting to be convened within ninety (90) days of the EPU Approval having been obtained; In the event:- the application for any of the conditions precedent shall be rejected; or any of the conditions precedent shall not be obtained or deemed not to have been obtained within the Approval Period or the Extended Approval Period, as the case may be; then the Initial Deposit shall be refunded to BMSB within fourteen (14) days of receipt of either BMSB s or the Vendor s written notification thereof. Against the refund of the Initial Deposit, BMSB shall withdraw any caveat lodged by and/or on behalf of BMSB and return to the Vendor, the Vendor s documents, if already delivered to BMSB s solicitors and thereafter, the SPA shall be deemed to be terminated and neither party shall have any claim whatsoever against the other (save in respect of antecedent breaches (if any)). 3

4 (c) The Purchase Price Subject to the fulfillment of all the conditions precedent, the payment of the Purchase Price is as follows: Scenario I Scenario II The aggregate purchase price of RM77,735, The aggregate purchase price is reduced to RM70,000, in the event that the requisite planning approval for BMSB s proposed commercial development on the Land includes a condition requiring BMSB to build low cost and/or affordable homes whatever name known including under the affordable housing scheme currently known as Rumah SelangorKu. Scenario I Scenario II Timing Amount Amount RM RM Initial deposit upon signing of the SPA 7,600,000 7,600,000 Balance deposit to be paid within fourteen (14) days from the date of fulfillment of all the conditions precedent: paid to the Vendor 9,501,887 7,800,000 paid to BMSB s solicitors as stakeholders 2,332,075 2,100,000 Balance purchase price to be paid ( Balance Purchase Price ): within ninety (90) days from the date of 19,433,962 17,500,000 fulfillment of all the conditions precedent within twelve (12) months from the date of 19,433,962 17,500,000 fulfillment of all the conditions precedent within twenty four (24) months from the date of fulfillment of all the conditions precedent 19,433,963 17,500,000 Total 77,735,849 70,000,000 (iii) The Balance Purchase Price referred to above may be secured in favour of the Vendor on or before the times stated by BMSB procuring and delivering to the Vendor bank guarantees in the form and substance acceptable by the Vendor to guarantee the payments of the Balance Purchase Price in accordance with the terms of the SPA. In the event BMSB fails to perform its obligation for payments of the Balance Purchase Price at the times stated above, the Vendor shall be at liberty to forthwith enforce and crystallise the security of the bank guarantee towards payments of the full sums stated above in favour of the Vendor and the SPA shall continue for due completion. Alternatively, if BMSB shall pay the Balance Purchase Price or the relevant guaranteed part thereof within the respective periods stated above, the Vendor shall in exchange for the payment return the original of the respective bank guarantee to BMSB for cancellation thereof. 4

5 (iv) In the event that BMSB shall be unable to pay any part of the Balance Purchase Price within the stipulated periods stated above (whether through direct cash payment(s) or the encashment of bank guarantee(s)), the Vendor shall automatically grant to BMSB an extension of thirty (30) days to pay or to deliver the bank guarantee in respect of such part thereof that is due and payable provided always that BMSB shall pay to the Vendor interest at 8% per annum on daily basis on such sum as shall remain outstanding that is due and payable and calculated from the day following the expiry of the period until the date of receipt by the Vendor or the Vendor s solicitors (whether through the Vendor s direct cash payment or encashment of the bank guarantee). (d) BMSB s default / breach If BMSB fails to settle the balance deposit or the Balance Purchase Price or breaches any of the terms and conditions of the SPA, and such breach, capable of remedy, is not remedied within fourteen (14) days from the date BMSB or BMSB s solicitors receives the Vendor s or the Vendor s solicitors written notice to BMSB to remedy such breach, provided always that the Vendor shall have duly complied with the terms and conditions of the SPA, the Vendor shall be entitled to terminate the SPA. Upon termination, the Vendor shall forfeit a sum equivalent to ten per cent (10%) of the Purchase Price as agreed liquidated damages for breach of contract. Within fourteen (14) days from the date of the termination notice to BMSB from the Vendor, the Vendor shall refund to BMSB and/or BMSB s financier, all other monies paid under or pursuant to the SPA towards account of the Purchase Price, free of interest and net of any other sums due and payable by BMSB to the Vendor under the terms of the SPA. (e) Vendors default / breach If the Vendor fails, refuses or neglects to complete the sale of the Land to BMSB or breaches any of the terms or conditions of the SPA and such failure or breach, if capable of remedy, is not remedied by the Vendor within fourteen (14) days from the date the Vendor or the Vendor s solicitors receives BMSB s or BMSB s solicitors written notice to the Vendor to remedy such failure or breach, provided always that the BMSB shall have duly complied with the terms and conditions of the SPA, BMSB shall be entitled to seek remedy of specific performance and all relief flowing therefrom or terminate the SPA. In the event BMSB elects to terminate the SPA, the Vendor shall refund to BMSB and/or BMSB s financier (as the case may be) free of interest and net of any other sums due and payable by BMSB to the Vendor, the deposit and all monies paid under or pursuant to the SPA towards account of the Purchase Price ( Refund Monies ). In addition to the Refund Monies, the Vendor shall pay to BMSB a sum equivalent to ten per centum (10%) of the Purchase Price hereunder as agreed liquidated damages. (f) Non completion of transfer If the transfer of the said Land in favour of BMSB cannot be registered for any reason whatsoever, each party shall use its best endeavours:- (aa) to ascertain the cause or reason; 5

6 (bb) to rectify, remedy and/or resolve such cause or reason; and (cc) to cause the transfer instrument to be accepted for registration. In the event any of the cause or reason mentioned above cannot be or is not rectified, remedied and/or resolved within a period of thirty (30) days from the date such non-acceptance or rejection or non-registration is made known to BMSB and the Vendor, either party (and there were no default, wilful neglect, omission or blameworthy conduct on the part of such party) shall be entitled, within fourteen (14) days following the expiry of the aforesaid thirty (30) day period, to terminate the SPA, by notice in writing to the other party ( Non-Completion Termination Notice ) whereupon all monies paid towards account of the Purchase Price by or on behalf of BMSB to the Vendor or for the account of the Vendor and if any, the late interest charges shall be refunded by the Vendor; free of interest to BMSB. (g) Lodgement of caveat BMSB is at liberty to lodge a private caveat on the Land as from the date the title(s) in continuation in respect of the Land are issued provided always that BMSB shall withdraw or procure to be withdrawn the said caveat immediately, (whether such caveat is lodged by or on behalf of BMSB and/or BMSB s financier) in the event that the SPA is terminated and that BMSB shall simultaneously with the execution of the SPA, execute the relevant withdrawals of such private caveat in-escrow and deposit the same together with the registration fees thereof with the Vendor s solicitors for presentation for registration in the event of the lawful termination of the SPA. 2.4 Source of funding The Purchase Price is expected to be funded via a combination of internally-generated funds and bank borrowings. The exact manner in which the Purchase Price will be satisfied has not been finalised at this juncture. 2.5 Assumption of liabilities Save for any potential bank borrowings that may arise from funding the Purchase Price, there are no other liabilities, including contingent liabilities and guarantees to be assumed by BMSB pursuant to the Proposed Acquisition. 2.6 Additional financial commitment Save for the development costs to be incurred in relation to the proposed development of the Land in the future, no other material additional financial commitment is expected to be incurred by BMSB in relation to the Proposed Acquisition. 3. BACKGROUND INFORMATION ON THE VENDOR 3.1 Information on AUSB AUSB was incorporated on 6 August 1997 under the Companies Act, 1965 ( Act ) as a private limited company. The Vendor is principally involved in the setting up, operation and ownership of higher educational institutions and to educate and train in the fields of medicine, dentistry, pharmacy, nursing, allied health sciences, engineering, business and accountancy. 6

7 As at the date of this announcement, AUSB is wholly-owned by Malaysian Allied Health Sciences Academy Sdn Bhd ( MAHSA ). The directors of AUSB are Tan Sri Dr. Haji Mohamed Haniffa Bin Abdullah and Puan Sri Dr. Selvarasi Mumtaz Begum. As at the date of this announcement, AUSB has an authorised share capital of RM5.00 million comprising 3,000,000 ordinary shares of RM1.00 each and 2,000,000 preference shares of RM1.00 each. The issued and paid-up share capital of AUSB is RM2.00 million comprising 1,000 ordinary shares of RM1.00 each and 1,999,000 preference shares of RM1.00 each. 3.2 Information on MAHSA MAHSA was incorporated on 1 June 2004 under the Act as a private limited company. MAHSA s principal activity is its involvement in educational institutions that teaches all disciplines of allied health sciences. As at the date of this announcement, the shareholders of MAHSA are Dato Shahril Bin Mohamed Haniffa (50%) and Anitha Binti Mohamed Haniffa (50%). The directors of MAHSA are Tan Sri Dr. Haji Mohamed Haniffa Bin Abdullah, Puan Sri Dr. Selvarasi Mumtaz Begum and Dato Shahril Bin Mohamed Haniffa. As at the date of this announcement, MAHSA has an authorised share capital of RM50.00 million comprising 50,000,000 ordinary shares of RM1.00 each all of which have been issued and fully paid-up. 4. RATIONALE MEHB and its subsidiaries ( Group") are mainly involved as turnkey contractor and property developer. The Proposed Acquisition will increase the Group s land bank for future potential development. The Land is situated strategically within Bandar Baru Selayang, Selangor. The Proposed Acquisition is in line with the Group s intention to build up its land bank in strategic locations with high development value. The Proposed Acquisition demonstrates the Board s initiative in pursuing growth and sustainability in its business. The Board believes the Proposed Acquisition will expand the Group s development activities in the future and contribute positively to the Group s financial performance. 5. PROSPECTS The Proposed Acquisition will enable the Group to add substantial land bank with good location for township development to the Group. Bandar Baru Selayang is an established suburb in Selangor. The Land is surrounded by an ideal investment location with excellent accessibility and connectivity through Jalan Ipoh and Gombak. Given the strategic location of the Land, the Board is optimistic that the development of the Land will contribute positively to the Group s future financial performance. 7

8 6. RISK FACTORS IN RELATION TO THE PROPOSED ACQUISITION 6.1 Financing risk The Group may be seeking external financing to partially fund the Proposed Acquisition. The Group s ability to arrange for external financing and the cost of such financing are dependent on numerous factors, including general economic and capital market conditions, interest rates, credit availability from banks or other lenders, or any restrictions imposed by the Government of Malaysia and political, social and economic conditions in Malaysia. The Group may also be exposed to fluctuations in interest rate movements. Any future significant fluctuation of interest rates could have an effect on the Group s cash flows and profitability. Besides increasing the gearing level, new bank borrowings incurred could result in operating and financial covenants being imposed that may affect its ability to pay dividends to shareholders. The Group will seek to mitigate such financing risk by undertaking prudent capital budgeting wherein all major financing decision would be made with the consultation and approval from the Board. The Group will actively review its debt portfolio taking into account the level, structure and nature of borrowings and seek to adopt appropriate cost effective and optimal mix of financing options. The Group believes that its prudent cash flow management will be able to address the financing and interest rate risk. While efforts will be taken to ensure that no significant adverse effects would arise from the interest/principal servicing commitments, there is no assurance that it will not have any material impact on the Group s financial performance in the future. 6.2 Sensitivity to economic downturn and oversupply in the property market The Proposed Acquisition will increase the Group s land bank for future potential development. The demand for properties is dependent on the general economic, business and credit conditions as well as the extent of supply in the market. Whilst the Board believes that it is possible to address any fluctuations in the demand for properties by planning meticulously in terms of innovative design, timing of launch, right type of products/segment and pricing points relative to competitors, there can be no assurance that the proposed development of the Land will be shielded from any adverse downturn in the economy. The Group will leverage on its strength and experience as a property developer to manage these risks closely. 6.3 Non-completion of the Proposed Acquisition The Proposed Acquisition is subject to the terms and conditions of the SPA. In the event the conditions precedent stated in the SPA, which include, amongst others, the approval for the Proposed Acquisition from MEHB s shareholders, are not fulfilled, the SPA may be terminated. There is no assurance that the Proposed Acquisition will not be exposed to risks such as inability by either party to the SPA to fulfill the terms and conditions of the SPA and/ or obtain the relevant approvals from the relevant authorities. However, the Group will take all reasonable steps that are within its control and to closely monitor the progress of all other conditions precedent to be fulfilled by the Vendor to ensure that the conditions precedent are fulfilled by the stipulated date and in accordance with the provisions of the SPA. 7. APPROVALS REQUIRED The Proposed Acquisition is conditional upon approvals being obtained from the following: 8

9 (a) (b) (c) shareholders of MEHB at an extraordinary general meeting to be convened for the Proposed Acquisition; the Economic Planning Unit of Malaysia; and any other authorities/parties. The Proposed Acquisition is not conditional upon any other corporate exercise undertaken by MEHB. The application to the authorities is expected to be made within two (2) months from the date of this announcement. 8. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 8.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of the Company as the Purchase Price is to be satisfied wholly by cash and does not involve any issuance of securities. 8.2 Net assets ( NA ) and gearing The Proposed Acquisition will not have a material effect on the NA of the Group for the financial year ending 31 August As set out in Section 2.4, the Proposed Acquisition will be funded through a combination of internally generated funds and bank borrowings of which the final composition of the funding will be determined at a later stage. For illustrative purposes, assuming that 50% of the Purchase Price which amounts to approximately RM38.87 million is funded by bank borrowings and that the Proposed Acquisition had been completed as at 31 August 2015, the pro forma effects of the Proposed Acquisition on the consolidated NA and gearing of the Group is as follows: Audited as at Adjusted for Proposed Acquisition After the Proposed Acquisition RM RM RM Share capital 60,000,217-60,000,217 Treasury shares (466,539) - (466,539) Share premium 19,830,264-19,830,264 Reverse acquisition debit (34,450,921) - (34,450,921) Retained earnings 136,765,978 (1) (200,000) 136,565,978 Shareholders funds 181,678,999 (200,000) 181,478,999 Number of ordinary shares in issue 120,000, ,000,434 NA per ordinary share (RM) Borrowings 9,543,091 (2) 38,867,925 48,411,016 Gearing (times) Notes: (1) Estimated expenses for the Proposed Acquisition (2) Assuming 50% of the Purchase Price amounting to RM38.87 million is funded by bank borrowings and the balance is by cash. 9

10 8.3 Earnings The Proposed Acquisition is not expected to have any material effect on the consolidated earnings of the MEHB Group for the financial year ending 31 August Save for the financing costs in relation to the bank borrowings to be incurred for the Proposed Acquisition, the Proposed Acquisition is expected to contribute positively to the earnings and earnings per share of the Group in the future years as and when the development of the Land come on-stream. 8.4 Convertible securities As at the date of this announcement, there are no outstanding convertible securities in MEHB. 9. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors and/or major shareholders of the Company, if any, and persons connected with them have any interests, direct and/or indirect, in the Proposed Acquisition. 10. ADVISER M&A Securities has been appointed by MEHB as the Adviser in relation to the Proposed Acquisition. 11. DIRECTORS STATEMENT After having considered all aspects of the Proposed Acquisition, including the rationale for the Proposed Acquisition, the Board is of the opinion that the Proposed Acquisition is in the best interest of Group. 12. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 42.8% based on the Purchase Consideration and the latest audited consolidated NA of the Group. 13. ESTIMATED TIME FRAME FOR COMPLETION AND APPLICATIONS TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second half of DOCUMENTS FOR INSPECTION A copy of the SPA and the valuation letter from the Valuer is available for inspection at the registered office of MEHB during normal business hours from Monday to Friday (except public holidays) at No. 5, Jalan Titiwangsa, Kuala Lumpur for a period of three (3) months from the date of this announcement. This announcement is dated 15 April