JAG BERHAD ( JAG OR THE COMPANY ) - PROPOSED ACQUISITION OF LAND BY JAG LAND SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY

Transcription

1 JAG BERHAD ( JAG OR THE COMPANY ) - PROPOSED ACQUISITION OF LAND BY JAG LAND SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY 1. INTRODUCTION The Board of Directors of JAG ( Board ) wishes to announce that JAG Land Sdn. Bhd. ( JAG Land ), a wholly-owned subsidiary of JAG, had on 28 January 2016, entered into a Sale and Purchase Agreement ( SPA ) with Chewway Heavy Machinery Sdn. Bhd. ( CHMSB or the Vendor ) (Company No H) (the details of CHMSB are set out in Section 2.2 of this announcement), for the purpose of purchasing a parcel of freehold land held under H.S. (D) , PT Mukim Klang, District of Klang, State of Selangor measuring approximately 13,489.5 square metres in an area bearing postal address Lot No , Jalan Sg Jati/KS7, Kg Jawa, Klang, Selangor Darul Ehsan (hereinafter referred to as the Land ) by JAG Land for a total purchase consideration of RM9,873,668/- (Ringgit Malaysia: Nine Million Eight Hundred and Seventy-Three Thousand Six Hundred and Sixty-Eight) only ( the Purchase Price ), upon the terms and conditions as stipulated in the SPA ( Proposed Acquisition of Land ). 2. INFORMATION ON JAG LAND AND THE VENDOR 2.1 Information on JAG Land JAG Land is a private limited company incorporated in Malaysia on 6 February 2015 under the Companies Act, 1965 ( the Act ) having its registered address at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan and place of business at No. 7, Jalan Sungai Kayu Ara 32/37, Taman Berjaya, Seksyen 32, Shah Alam, Selangor Darul Ehsan. As at 26 January 2016, being the latest practicable date of this announcement ( LPD ), JAG Land has an authorised share capital of RM1,000,000/- comprising 1,000,000 ordinary shares of RM1/- each, of which RM2/- comprising 2 ordinary shares of RM1/- each have been issued and fully paid-up. JAG Land is a wholly-owned subsidiary of JAG and the directors of JAG Land are Dato Ng Aik Kee and Mr. Ng Yaw Long. JAG Land has not commenced operations and the intended activity of JAG Land is to acquire and deal with any land or property, whether movable or immovable, and to carry on business in connection with the construction of buildings. 2.2 Information on the Vendor CHMSB is a company incorporated in Malaysia on 18 January 2006 under the Act and having its registered office at 8-1, Jalan Primas Setapak 3, Off Jalan Genting Kelang, Setapak, Kuala Lumpur and place of business at Lot 5703, Belakang Rumah Panjang KTM, Serdang Lama, Selangor Darul Ehsan. As at the LPD, the shareholders and directors of CHMSB are Ms. Chew Siau Kian and Ms. Chew Siau Hui. CHMSB is principally involved in the export and import of machinery for mining, quarrying as well as construction business. (JAG Land and the Vendor are collectively referred to as the Parties ) 3. DETAILS OF THE LAND The descriptions of the Land are as follows:- Postal Address and Identification : H.S. (D) , PT Mukim Klang, District of Klang, State of Selangor bearing postal addres of Lot No , Jalan Sg Jati/KS7, Kg Jawa, Klang, Selangor Darul Ehsan 1

2 Total Land Area : Measuring approximately 13,489.5 square metres in an area Land Tenure : Freehold Net Book Value ( NBV ) based on the latest audited financial statements : RM2,900,000/- (assumed). Please refer to Section 5 of this announcement for further details. Encumbrances : The Land is currently free from any encumbrances with no restriction in interest. Existing and Proposed Use : The Land is currently a piece of vacant land. The Land is acquired for property investment and/or property development purposes. However, the exact use of the Land has not been determined at this juncture. Please refer to Section 7 of this announcement for further details. 4. BASIS AND JUSTIFICATION IN ARRIVING AT THE PURCHASE CONSIDERATION The total purchase consideration for the Proposed Acquisition of Land is RM9,873,668/-. The Purchase Price was arrived at based on a willing-buyer willing-seller basis after taking into consideration the future development potential of the Land, assessment on the location, accessibility, suitability of the site, availability of public services, development of the surrounding area of the Land and the demand and price of the property in the surrounding area. No valuation was carried out on the Land. 5. FINANCIAL INFORMATION ON THE LAND The Vendor had acquired the Land via a public auction on 27 July 2010 for a purchase consideration of RM2,900,000/-. The Board is unable to disclose the net profits attributable to assets and net assets or net book value of the Land as it is not privy to this information. 6. SALIENT TERMS OF THE SPA The Vendor is desirous of selling and JAG Land is desirous of purchasing the Land in its present state and condition and on an as-is where-is basis free from all caveats, liens, charges, illegal settlers, squatters, tenants holding over and all other encumbrances whatsoever but subject to the expressed and implied conditions and restriction-in-interest attached to the issue document of title of the Land and with vacant possession upon the terms and subject to the conditions contained in the SPA, for a total consideration of RM9,873,668/- (Ringgit Malaysia: Nine Million Eight Hundred and Seventy-Three Thousand Six Hundred and Sixty- Eight) only. 6.1 Purchase Price (i) Upon the execution of the SPA, JAG Land shall have paid the deposit and part payment of the Purchase Price amounting to RM987,366.80/- (Ringgit Malaysia: Nine Hundred and Eighty-Seven Thousand Three Hundred Sixty-Six and Sen Eighty) only ( Deposit ). (ii) The balance Purchase Price amounting to RM8,886,301.20/- (Ringgit Malaysia: Eight Million Eight Hundred and Eighty-Six Thousand Three Hundred and One and Sen Twenty) only ( Balance Purchase Price ) shall be paid by JAG Land to the Vendor s solicitors as stakeholders within ninety (90) days from the date of the SPA ( Completion Date ). (iii) In the event that JAG Land shall be unable to pay the Balance Purchase Price within the Completion Date, JAG Land shall be entitled as of right to an extension of 2

3 time of ninety (90) days commencing the day immediately following the expiry of the Completion Date ( Extended Completion Date ) to settle the Balance Purchase Price. (iv) Any payment made by JAG Land to the Vendor s solicitors as stakeholders pursuant to the terms of the SPA shall be deemed payment to the Vendor towards the Balance Purchase Price. 6.2 Non-registration of documents In the event that the registration of all or any of the relevant documents necessary for effecting transfer of the Land to JAG Land cannot be effected for any non-rectifiable reasons save and except where there is any wilful default or wilful neglect by JAG Land, JAG Land shall be entitled to terminate the SPA by notice in writing to the Vendor, the Vendor shall within fourteen (14) days from the date of receipt of such written notice given by JAG Land and/or JAG Land s solicitors or within any such extension of time as may be agreed by the Parties rectify or cause to be rectified the perfection of transfer or any relevant documents failing which the Vendor shall refund within fourteen (14) days to JAG Land all monies paid by JAG Land towards the Purchase Price pursuant to the provisions of the SPA, failing which the Vendor shall refund such monies together with interest at the rate of eight per cent (8%) on such monies until full refund and whereupon the SPA shall terminate and cease to be of any further effect. 6.3 Default by JAG Land In the event JAG Land fails to comply with any of its obligations under the SPA and to pay the Balance Purchase Price within the stipulated period, the Vendor shall be entitled to forfeit the sum of the Deposit equivalent to ten per cent (10%) of the Purchase Price as agreed liquidated damages and the Vendor shall at the time of such forfeiture refund free of interest to JAG Land the balance of all other money paid by JAG Land towards the account of the Purchase Price (if any) in exchange with the issue document of title (if the same has already been delivered to JAG Land or JAG Land s solicitors), the presentation receipt for the withdrawal of private caveat (if private caveat has been lodged) and the relevant transfer document with the interest of the Vendor intact (if the said transfer documents is required for cancellation by the Stamp Office for the purpose of refund of stamp duty, forthwith after the same has been duly cancelled and returned by the Stamp Office) and thereafter the SPA shall lapse and be of no effect and neither party shall have any claims against the other and the Vendor shall be entitled at their absolute discretion to resell the Land to any party either by public auction or by private treaty and at such time and place and subject to such conditions and in such manner as the Vendor shall think fit. 6.4 Default by the Vendor In the event if the Vendor fails to comply with any of the Vendor s obligations under the SPA to complete the sale and purchase of the Land, JAG Land shall be entitled to:- (i) the remedy of specific performance against the Vendor; or (ii) at the election of JAG Land, the Vendor shall refund all monies paid by JAG Land towards the Purchase Price and together with the refund pay a sum of RM987, (Ringgit Malaysia: Nine Hundred and Eighty-Seven Thousand Three Hundred and Sixty-Six and Sen Eighty) only equivalent to ten per cent (10%) of the Purchase Price to JAG Land as agreed liquidated damages within fourteen (14) days from the date of receipt of such written notice given by JAG Land and/or JAG Land s solicitors failing which interest calculated at the rate of eight per cent (8%) per annum on a daily basis shall accrue thereon from the date of expiry of the said fourteen (14) days to the date of payment. 6.5 The Vendor s representations and warranties (i) The Vendor expressly acknowledges and confirms that JAG Land enters into the SPA in reliance upon the Vendor s warranties and undertakings as follows:- a) the recitals are true and accurate; 3

4 b) the Vendor is the registered and beneficial owner of the Land and that save and otherwise disclosed in the SPA the Vendor has not charged, mortgaged assigned or encumbered in any manner whatsoever the Land or any part thereof or created or allow to be created any claims, liens, assignments and other encumbrances whatsoever on the Land which are still subsisting; c) the Vendor is a company duly incorporated and existing under the laws of Malaysia; d) that the Vendor has full power and authority to execute, deliver and perform the terms of the SPA and has taken and upon execution of the SPA take all necessary corporate and other actions to authorise the sale of the Land and the execution, delivery and performance of the terms of the SPA; e) that the Vendor has not entered into any other contract, transaction agreement or understanding with any person, firm or company to sell the Land or any part thereof or granted any lease, option, license, easement or any other right whatsoever over or in respect of the Land or any part thereof to any person, firm or company which are still subsisting; f) the Vendor is not in breach of and shall not prior to the completion of the sale and purchase of the Land commit any breach of any express or implied condition in the document of title to the Land; g) there is no threatened or pending suit, legal proceedings or claims against the Vendor which may affect the rights of the Vendor to sell or dispose of the Land in any way whatsoever; h) there is no threatened or pending winding up proceedings against the Vendor which may affect in any way the rights of the Vendor in relation to the Land or any part thereof and the Vendor shall not do anything which might give rise to any legal proceedings or claims against the rights of the Vendor or JAG Land in relation to the Land or any part thereof; i) the Vendor is not aware of any act or omission on the part of the Vendor which will or may constitute a breach of any law, rules, regulations or by-laws relating to or affecting the use of the Land or which may in any way expose the owner of the Land to any claims, actions or proceedings by any party or parties; j) that all quit rents, assessments and other outgoings levied or imposed on the Land have been or will be duly paid by the Vendor up to the date of delivery of vacant possession and no event of default has occurred that could or might entitle the appropriate authority to forfeit the Land or any part thereof; k) that the Vendor is not in default under any significant agreement to which it is a party or by which it may be bound and no litigation, arbitration and administrative proceedings are presently current or pending or threatened which default, litigation, arbitration or administrative proceedings, as the case may be, might materially affect the solvency of the Vendor or might impair the Vendor s ability to perform its obligations under the SPA; l) that the Vendor has observed and complied with all conditions, covenants, restrictions and category of land use, express or implied, binding on the Land or otherwise howsoever affecting the Land; m) there are no foreclosure proceeding pending and/or commenced on the Land and the Vendor is not aware of any action taken and/or threaten to be taken by any party; and n) there are no squatters occupying any part of the Land and in the event if there is any the Vendor shall at its own costs and expenses evict all the squatters thereto and pay all compensation thereof. (ii) In the event any of the representations is found to be incorrect, misleading, not true or in any way inaccurate then JAG Land shall be entitled to terminate the SPA immediately by notice in writing whereupon within fourteen (14) days thereafter the 4

5 Vendor shall refund the Deposit and other monies all paid towards the Purchase Price free of interest failing which the Vendor shall pay interest at the rate of eight per cent (8%) per annum calculated on a daily basis on the Purchase Price from the date of expiry of the said fourteen (14) days to the date of full refund. 7. RATIONALE The Proposed Acquisition of Land is for property investment and/or development purposes. However, the exact use of the Land has not been determined at this juncture. JAG will make the appropriate announcement(s) in due course pursuant to the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), if required. Nevertheless, the Board believes that the Land offers potential realisable capital value due to its strategic location which is expected to enhance the future earnings of JAG and its subsidiaries ( JAG Group ). The Land is facing Jalan Sungai Jati which is the main road connecting the surrounding townships and is also the main connecting road to the existing highways. The Land has development potential and commercial value in view of demographic profile, shape of the Land and is near to and on the same row as the Sentosa Specialist Hospital and NSK wholesale market. 8. INDUSTRY OVERVIEW AND FUTURE PROSPECTS 8.1 Overview and outlook for Malaysian economy The Malaysian economy remains resilient despite a more challenging external environment, including moderate global growth, declining commodity prices and volatility in financial markets. Real gross domestic product grew by 5.3% during the first (1st) half of 2015 supported by steady domestic demand, particularly private sector expenditure. Exports and imports contracted by 1.4% and 2%, respectively, during the first eight (8) months of the year. However, exports of manufactured goods registered modest growth led by demand mainly for electrical and electronic products. Strong economic fundamentals such as benign inflation and stable employment supported by an accommodative monetary policy are expected to support growth. Thus, the Malaysian economy is expected to remain on a steady growth path, expanding between 4% - 5% in (Source: Economic Report 2015/2016, Ministry of Finance Malaysia) The Malaysian economy registered a growth of 4.7% in the third quarter of 2015 (2Q 2015: 4.9%). Private sector expenditure continued to be the key driver of growth (4.4%; 2Q 2015: 5.7%), and contributed towards the expansion in domestic demand. In addition, growth was supported by the improvement in public sector spending (2.8%; 2Q 2015: 0.9%) and the turnaround in net exports, which recorded a positive growth during the quarter (3.3%; 2Q 2015: -10.5%). On a quarter-on-quarter seasonally-adjusted basis, the economy grew by 0.7% (2Q 2015: 1.1%). On the supply side, all economic sectors continued to expand during the quarter. Growth was led by the construction and manufacturing sectors. Construction sector growth improved due mainly to a faster expansion in the civil engineering and specialised construction activities sub-sectors. (Source: Economic and Financial Developments in the Malaysian economy in the Third Quarter of 2015, Bank Negara Malaysia ( BNM )) 8.2 Overview and outlook of the property and construction industry in Malaysia and Selangor Malaysia The construction sector is projected to increase by 8.4% in 2016 (2015: 8.8%), largely driven by infrastructure projects. Meanwhile, the non-residential subsector is expected to expand led by ongoing construction of commercial buildings. Growth in the residential 5

6 subsector is expected to be supported by ongoing Government initiatives to provide affordable housing. The real estate and business services subsector expanded by 6.9% during the first six months of 2015 (January June 2014: 7.9%). The real estate segment increased by 5.4% (January June 2014: 5.8%). Growth was mainly contributed by a rebound in industrial property transactions (4.7%) while commercial property transactions moderated to 1.6% (January June 2014: -3.3%; 6.5%). This helped to cushion the decline in the residential property transactions. In 2015, growth of the subsector is projected to record 7.9% (2014: 8%). The residential subsector expanded moderately by 9.8% (January June 2014: 22.1%) partly due to the decline in new housing approvals which decreased by 32.9% to 66,770 units (January June 2014: 37.3%; 99,461 units), reflecting cautious sentiment among housing developers amid a challenging environment. The total value of property transactions declined by 6.6% to RM76.6 billion, while volume contracted by 3.5% to 186,661 transactions during the first six months of 2015 (January June 2014: 19.3%; RM82 billion; 3.3%; 193,403 transactions). (Source: Economic Report 2015/2016, Ministry of Finance Malaysia) Growth in the construction sector improved to 9.9% in the third quarter of 2015 (2Q 2015: 5.6%), mainly on account of faster expansion in the civil engineering and specialised construction activities sub-sectors. In the civil engineering sub-sector, the faster growth was driven by petrochemical and transport-related projects, while higher activity for earthworks, land clearing and land reclamation underpinned the growth in the specialised construction activities sub-sector. In the non-residential sub-sector, growth was sustained by large ongoing industrial and commercial projects, while construction in the high-end housing segments in the Klang Valley and Johor supported growth in the residential sub-sector. (Source: Economic and Financial Developments in the Malaysian economy in the Third Quarter of 2015, BNM) Selangor The property market in Selangor softened in H There were 38,285 transactions recorded in H worth RM24.31 billion, down by a mere 1.8% in volume against H However, value of transactions continued to be on upward trend, charted a marginal 4.7% increase. The residential sub-sector retained its lion market share, contributed 75.5% of the total transactions followed by commercial (11.0%), agricultural (6.3%), development land (4.2%) and industrial (3.0%) sub-sectors. Residential property prices and rentals recorded encouraging growth across the board. Residential properties in established areas served with efficient road linkages as well as those located along the Mass Rapid Transit (MRT) route recorded uptrend. On similar increasing mode, schemes neighbouring Kuala Lumpur such as Taman Selayang Baru and Wangsa Permai also experienced capital gains due to spill-over demand from the state. As at Q2 2015, the All House Price Index for Selangor stood at points, up by 6.1% over Q However, the increase rate has moderated as compared to 8.3% increase in H In line with the index increase, the All House Price increased to RM456,576, the second highest in the country. In the industrial sub-sector, prices were largely stable with increases recorded in strategically located areas. One and a-half storey terraced units in Petaling District were transacted from RM400,000 to as high as RM1.60 million. Similar units in Taman Perindustrian Subang Mewah recorded a 14.3% increase. On similar increasing mode, three storey semi-detached factory in the strategically located Section 3, Kota Damansara served with efficient road linkages witnessed a 15.2% uptrend, transacted at RM7.00 million. New launches in the primary market reduced to 3,302 units, down by 67.8% as compared with 10,251 units in H The overall sales performance was encouraging 6

7 at 49.8%, higher than 18.0% recorded in H Two to three storey terraced house formed the bulk of the new launches, accounting for 48.7% (1,609 units) of the total. In spite of the softening market, construction activities remained active. Residential subsector recorded more completions, starts and new planned supply. Shops subsector recorded similar construction activity pattern except for new planned supply which was fewer. Meanwhile, industrial sub-sector registered more completions and new planned supply but fewer starts as compared to H (Source: Property Market Report First Half 2015, Selangor, Valuation and Property Services Department, Ministry of Finance Malaysia) 8.3 PROSPECTS OF THE JAG GROUP ARISING FROM THE PROPOSED ACQUISITION OF LAND As disclosed in Section 7 of this announcement, the Board believes that the Land offers potential realisable capital value due to its strategic location which is expected to enhance the future earnings of JAG Group. As such, with the resilient Malaysian economy and the continued growth of the property and construction industry, the Board is confident that the Proposed Acquisition of Land would enhance the JAG Group s profitability and its shareholders value in the future. 9. RISKS FACTORS 9.1 Business risks The Proposed Acquisition of Land would subject the JAG Group to risks inherent in the property investment and/or development business which is new to the JAG Group. Such risks may include its sensitivity to economic, market and political conditions, delays in commencement and completion, competition from other property developers and dependence on key personnel. Any adverse changes in these conditions may have material adverse effects on the JAG Group. Nevertheless, the Board believes such risks will be addressed as part of its on-going operations as the JAG Group will venture cautiously and carefully on a small scale basis into the property investment and/or development business. As disclosed in Section 7 of this announcement, JAG will make the appropriate announcement(s) in due course pursuant to the ACE Market Listing Requirements of Bursa Securities, if required. 9.2 Financial risks In view that the Purchase Price will be funded via a combination of internally generated funds of the JAG Group, fund raising exercise and/or bank borrowings (as disclosed in Section 11 of this announcement), any significant increase in interest rates may increase the cost of borrowings. The JAG Group will monitor closely the fluctuations in interest rates and will negotiate with the relevant financial institution for an attractive and cost effective financing package. 9.3 Non-completion of the SPA In the event the Proposed Acquisition of Land is delayed or terminated, and the potential benefits (as mentioned in Section 7 of this announcement) arising therefrom may not materialise. In this respect, JAG Group seeks to limit such risk and will take all reasonable steps to comply with the relevant terms and conditions set out in the SPA so as to be able to complete the Proposed Acquisition of Land. 10. LIABILITIES TO BE ASSUMED There are no other liabilities, including contingent liabilities and/or guarantees to be assumed by JAG arising from the Proposed Acquisition of Land. 7

8 11. SOURCE OF FUNDING The Purchase Price will be financed through a combination of internally generated funds of the JAG Group, fund raising exercise and/or bank borrowings. The exact mix of internally generated funds of the JAG Group, fund raising exercise and/or bank borrowings has not been finalised at this juncture. 12. EFFECTS OF THE PROPOSED ACQUISITION OF LAND 12.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition of Land will not have any effect on the issued and paid-up share capital of JAG as well as the shareholdings of its substantial shareholders as it does not involve any issuance of new ordinary shares of RM0.10 each in JAG Earnings and earnings per share ( EPS ) The Proposed Acquisition of Land is not expected to have any material effect on the consolidated earnings and EPS of JAG for the financial year ending 31 December Net assets and gearing The Proposed Acquisition of Land is not expected to have any material impact on the net assets of the JAG Group for the financial year ending 31 December As disclosed in Section 11 of this announcement, the JAG Group intends to fund the Proposed Acquisition of Land through internally generated funds, fund raising exercise and/or bank borrowings in which the exact mix has not been finalised. Hence, the effect of the Proposed Acquisition of Land on the gearing of the JAG Group cannot be ascertained at this juncture. 13. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition of Land is expected to be completed in the second (2nd) quarter of DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS None of the Directors and/or major shareholders of the Company and/or persons connected to the Directors and/or major shareholders of the Company has any interest, direct or indirect in the Proposed Acquisition of Land. 15. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition of Land pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Securities is 8.52%, which is based on the Purchase Price for the Proposed Acquisition of Land against the latest audited consolidated net assets of JAG for the financial year ended 31 December APPROVAL REQUIRED The Proposed Acquisition of Land is not subject to the approval of the shareholders of JAG and/or any regulatory authorities. 17. STATEMENTS BY THE BOARD The Board of JAG, having considered all aspects of the Proposed Acquisition of Land including but not limited to the rationale, prospects, salient terms of the SPA and effects of the Proposed Acquisition of Land, is of the opinion that the Proposed Acquisition of Land is in the best interests of JAG. 8

9 18. DOCUMENT FOR INSPECTION The SPA is available for inspection during normal business hours from Mondays to Fridays (except public holidays) at the registered office of JAG at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan, for a period of three (3) months from the date of this announcement. This announcement is dated 28 January