Subject : TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS

Transcription

1 Stock Name : TANCO Stock Code : 2429 Type : GENERAL ANNOUNCEMENT Description : TANCO HOLDINGS BERHAD ( TANCO OR COMPANY ) ACQUISITION OF A FOUR-STOREY BUILDING TOGETHER WITH ALL ITS EXISTING FITTINGS AND FIXTURES AND WITH A GROSS FLOOR AREA OF APPROXIMATELY 16,355 SQ. FT., ERECTED ON ALL THAT PIECE OF FREEHOLD LAND MEASURING APPROXIMATELY 435 SQUARE METERS HELD UNDER AN INDIVIDUAL TITLE GERAN 71214, LOT 53489, PEKAN KINRARA, DAERAH PETALING, NEGERI SELANGOR BY TANCO PROPERTIES SDN BHD, AN INDIRECT WHOLLY- OWNED SUBSIDIARY OF THE COMPANY FOR A TOTAL CASH CONSIDERATION OF 1. INTRODUCTION The Board of Directors of Tanco ( Board ) wishes to announce that Tanco Properties Sdn. Bhd. (Company No X) ( TPSB ) an indirect wholly-owned subsidiary of Tanco, had on 2 October 2017 entered into a Sale and Purchase Agreement ( SPA ) with Wawasan Indera Sdn. Bhd. (Company No. : A) ( Wawasan ) to acquire a four-storey building together with all its existing fittings and fixtures and with a gross floor area of approximately 16,355 sq. ft., erected on all that piece of freehold land measuring approximately 435 square metres held under an individual title Geran 71214, Lot 53489, Pekan Kinrara, Daerah Petaling, Negeri Selangor bearing postal address at No. 1, Jalan Bandar Satu, Pusat Bandar Puchong, Puchong, Selangor Darul Ehsan ( the Property ) for a total cash consideration of Ringgit Malaysia Eight Million (RM8,000,000.00), excluding GST ( Purchase Price ), subject to the terms and conditions as stipulated in the SPA ( the Acquisition ). 2. BACKGROUND INFORMATION 2.1 Information on Tanco Tanco was incorporated in Malaysia on 8 December 1958 as a company limited by shares under the name Jeram Kuantan (Malaya) Limited. Tanco was converted into a public company known as Jeram Kuantan (Malaya) Berhad on 15 April 1966 and assumed the present name on 21 June Tanco was listed on the Main Market of Bursa Malaysian Securities Berhad ( Bursa Securities ) on 31 May

2 The principal activities of Tanco consist of investment holding and the provision of management services. The principal activities of its subsidiaries and associated companies are principally engaged in investment holding, provision of management, services, properties development, management and operation of resort, vacation ownership schemes and point-based schemes and investments properties. Tanco has a total number of 661,649,844 shares issued with an issued share capital of RM47,946, fully paid up as at 2 October 2017, being the latest practicable date prior to the date of this announcement ( LPD ). The Directors of Tanco are Datuk Seri Tan Jing Nam, Andrew Tan Jun Suan, Dato Tan Lee Sing, Dato Dr. Mohd. Aminuddin bin Mohd. Rouse, Dato Dr. Mohd. Noordin bin Haji Keling, James Wong Kwong Yew and Koay Ghee Teong. 2.2 Information on TPSB TPSB was incorporated in Malaysia on 21 September 1981 as a private limited company. The principal activity of TSPB is property development and property investment. As at LPD, TPSB has a total number of 21,000,004 shares issued with an issued share capital of RM21,000, fully paid up. TPSB is a wholly-owned subsidiary company of World Vacation Ownership Sdn Bhd, which in turn is a wholly-owned by Tanco. The Directors of TPSB are Datuk Seri Tan Jing Nam, Andrew Tan Jun Suan, Dato Tan Lee Sing, James Wong Kwong Yew and Koay Ghee Teong. 2

3 2.3 Information on WAWASAN Wawasan was incorporated in Malaysia on 14 December 1991 as a private limited company. The principal activity of Wawasan is Property Development. As at LPD, Wawasan has a total number of 37,500,000 shares issued with an issued share capital of RM37,500,000 fully paid up. The Directors of Wawasan are Datuk Wong Tuck Wai and Dato Khor Chap Jen. The Shareholders of Wawasan are Lagavest Sdn Bhd (Company No.: H) and S P Setia Berhad (Company No.: X), a company listed on the Main Market of Bursa Securities. 2.4 Information on the Property The Property comprises the four-storey building erected on all that piece of freehold land measuring approximately 435 square metres with a gross floor area of approximately 16,355 sq ft held under an individual title Geran 71214, Lot 53489, Pekan Kinrara, Daerah Petaling, Negeri Selangor bearing postal address at No. 1, Jalan Bandar Satu, Pusat Bandar Puchong, Puchong, Selangor Darul Ehsan together with all its existing fittings and fixtures as listed in the SPA. The summary of the indicative market values (excluding GST) of the Property ranges between RM8 million RM8.6 million. 3. CONSIDERATION 3.1 Basis on arriving at the Purchase Price The Purchase Price was arrived at on a willing buyer and willing seller basis after having considered the following: a) The indicative market value ( excluding GST) of the Property ranges between RM8 million to RM8.6 million as summarily indicated by 3 valuers; and 3

4 b) The counter-offer of Wawasan to sell the Property to TPSB at RM 8 million (excluding GST) against TPSB s initial offer to purchase the Property at RM8.3 million (including GST ). 3.2 Manner of payment of the Purchase Price The Purchase Price of the Property shall be settled by TPSB in cash in the manner described in 4 (b) below Source of funding The Purchase Price will be funded through internally-generated funds and/or bank borrowings. The exact breakdown between the sources of funding will be determined by the management of TPSB at a later date. 4. SALIENT TERMS OF THE SPA The salient terms of the SPA inter alia, are as set out below: (a) (b) The Property is being sold and purchased along with the fixtures and fittings as listed in the SPA in the Agreed Condition, free from all encumbrances (save for encumbrances attributable to TPSB), subject to all conditions of title (express and implied); at a Purchase Price of Ringgit Malaysia Eight Million (RM 8,000,000.00) excluding GST The Purchase Price shall be paid in the following manner: Payment of the Deposit: (i) (ii) (iii) RM160, as Earnest deposit; Upon execution of the SPA, RM240, is to be remitted to TPSB s solicitors to be retained for RPGT payments; together with RM 394, is to be remitted to Wawasan as the Balance Deposit; The Balance Purchase Price of RM7,200, is to be payable within the Completion Period. 4

5 (c) (d) (e) The Completion Period is 3 months from the SPA date, with a provision for an Extended Completion Period of 1 month following the expiry of the Completion Period or such other period as may be mutually agreed upon subject to the payment of interest at the rate of 10% per annum calculated on a daily basis. Wawasan shall deliver vacant possession of the Property within 5 days from the Completion Date. In the event that TPSB:- (i) fails to pay the Balance Purchase Price in accordance with the provisions of the SPA; or (ii) (iii) fails to observe or perform or otherwise be in breach of any of the provisions of the SPA and such failure is not remedied within thirty (30) days after Wawasan has given written notice to remedy such failure or breach; or fails to observe or perform or otherwise be in breach of any of the covenants, warranties and representations and such failure or breach is not remedied within thirty (30) days after Wawasan has given written notice to remedy such failure or breach, Wawasan will be entitled, PROVIDED ALWAYS that it is not in breach of any provision(s) of the SPA, at the cost and expense of TPSB, and at Wawasan s sole discretion to terminate this Agreement at any time by giving a seven (7) days written notice to TPSB. For the avoidance of doubt, in the event of an existing breach by Wawasan, it shall be entitled to remedy the breach and thereafter to terminate the SPA in the manner as prescribed if TPSB s default continues to persist after Wawasan has rectified its breach. Upon termination, Wawasan is entitled to forfeit the Deposit as agreed liquidated damages whereupon TPSB must, at it s own cost and expense, within fourteen (14) days from the date of receiving the termination notice:- (i) re-deliver vacant possession of the Property together with the Fittings and Fixtures in the Agreed Condition (if it has already been delivered to TPSB); 5

6 (a) (b) immediately remove all Encumbrances and caveat, if any, on the Property attributable to TPSB; and return to Wawasan all documents (including the original Title) delivered by Wawasan and/or it s Solicitors under the provisions of the SPA; in exchange for the refund by Wawasan of all moneys (save and except for the Deposit) paid towards account of the Purchase Price without any interest being payable whereupon the SPA will terminate and cease to be of any further effect. (f) In the event that:- (i) (ii) Wawasan fails to observe or perform or otherwise is in breach of any of the provision(s) of the SPA; or any of the covenants, representations or warranties of Wawasan is incorrect or inaccurate or misleading in any respect, and such failure or breach or reason for non-registration is not remedied within thirty (30) days after written notice to remedy such failure or breach is given, TPSB will be entitled, and at TPSB s sole discretion to the following remedies PROVIDED ALWAYS that it is not in breach of any provision(s) of this Agreement, at it s sole discretion:- (i) (ii) to the remedy of specific performance of the SPA; or to terminate the SPA at any time by giving a written notice and upon such termination, Wawasan must within fourteen (14) days from the date of receiving the termination notice refund or caused to be refunded all moneys including the Deposit paid towards account of the Purchase Price without any interest being payable together with a further sum equivalent to the Deposit as agreed liquidated damages in exchange for:- 6

7 (aa) (bb) (cc) the re-delivery of vacant possession of the Property together with the Fittings and Fixtures in the Agreed Condition (if it has already been delivered to TPSB); the immediate removal of all Encumbrances and caveat, if any, on the Property attributable to TPSB; and the return of all documents (including the original Title) delivered by Wawasan under the provisions of the SPA whereupon the SPA shall be terminated and cease to be of any further effect. For the avoidance of doubt, in the event of an existing breach by TPSB, it shall be entitled to remedy the breach and thereafter to terminate the SPA in the manner as prescribed if Wawasan s default continues to persist after TPSB has rectified its breach. (g) (h) Each party shall bear its own legal fees in relation to the transaction and outgoings shall be apportioned between the parties on completion date. In the event that Wawasan is served with any such notice of acquisition by the Government at any time after the date of the SPA but prior to the Completion Date, it must immediately notify TPSB of any such notice of acquisition or intended acquisition and it is agreed that TPSB shall be entitled at its sole discretion by notice in writing to elect whether:- (i) (ii) to continue with this sale and purchase of the Property together with the Fittings and Fixtures where all moneys payable by way of compensation by the governmental, statutory, urban municipal or other authority will belong to TPSB provided that TPSB must have paid the full Purchase Price and the Interest (if applicable); or to terminate this sale and purchase of the Property together with the Fittings and Fixtures per the provisions of the SPA and all 7

8 compensation paid by the acquiring authority shall belong to Wawasan. 5. RATIONALE FOR THE ACQUISITION AND PROSPECT OF THE PROPERTY The Acquisition is required as the Tanco Group has to relocate its corporate and registered offices following the disposal of Duta Vista Executive Suites ( DVES ) addressed at No. 1, Persiaran Ledang, Off Jalan Tuanku Abdul Halim, Kuala Lumpur sited on Master Title GRN Lot 131 Seksyen 97, Bandar Kuala Lumpur, Daerah Kuala Lumpur in which is located its existing corporate and registered offices. Prospects of the Property The Property enjoys frontage to the LDP and is located within the commercial area between Bandar Puchong Jaya and Setiawalk, Puchong. The properties in the vicinity comprise of shops, and offices with amenities such as banks, hotels, shopping malls with good accessibility via roads and a LRT station nearby. Given the good accessibility and location, the Property has potential for future value appreciation.. 6. FINANCIAL EFFECTS OF THE ACQUISITION 6.1 Share Capital and Substantial Shareholders Shareholding The Acquisition will not have any effect on the issued and paid-up share capital of Tanco and the substantial shareholders shareholdings in Tanco, as the Acquisition does not involve any issuance of new shares in Tanco. 6.2 Earnings and earnings per share The Acquisition is not expected to have any material effect on the earnings per share of Tanco Group for the financial year ending 30 June

9 6.3 Net Assets and Gearing The Acquisition will not have any material effect on the Net Assets of Tanco Group for the financial year ending 30 June The gearing of the Group based on the latest audited financial statements for the financial year ended 30 June 2016 is 0.35 times. The Acquisition will not materially increase the gearing of Tanco Group. 7. THE HIGHEST PERCENTAGE RATIO APPLICABLE TO THE TRANSACTION PURSUANT TO PARAGRAPH 10.02(g) The highest percentage ratio applicable to the Acquisition pursuant to paragraph 10.02(g) of the MMLR of Bursa Securities is approximately 5.22% based on the latest audited consolidated financial statements of Tanco for the FYE 30 June LIABILITIES TO BE ASSUMED Save for the obligations and liabilities pursuant to the SPA and bank borrowings (if any) to finance the Acquisition, there are no other liabilities including any contingent liability or guarantee to be assumed by Tanco Group arising from the Acquisition. 9. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the fulfilment of all conditions precedent as set out in the SPA, the Acquisition is expected to be completed within 3 months from the date of the Agreement. 10. APPROVALS FOR THE ACQUISITION The Acquisition is not subject to the approval from the shareholders of Tanco and the transfer of the Property by Wawasan to TPSB is not subject to the consent from the State Authority. 9

10 11. INTEREST OF THE DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO SUCH DIRECTORS AND/OR MAJOR SHAREHOLDERS None of the Directors and/or major shareholders of the Company and/or persons connected with the Directors and/or major shareholders of the Company, has any interest, direct or indirect, in the Acquisition. 12. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors, having considered the rationale for the Acquisition and after careful deliberation, is of the opinion that the Acquisition is in the best interests of the Tanco Group. 13. RISK FACTORS The Board does not foresee any material risk factors arising from the Acquisition other than the normal contractual risks. There is no assurance that all the terms and conditions of the SPA can be fulfilled by the parties within the time frames set, or if the Acquisition will be exposed to risks such as the inability to comply with any unforeseen/ unexpected conditions being imposed by the relevant authorities, which may result in a delay in the completion of the Acquisition or a termination of the same. Nevertheless, the management shall endeavor to ensure the full and timely compliance of the obligations of TPSB under the SPA. 14. DOCUMENTS FOR INSPECTION The SPA will be made available for inspection at the Registered Office of the Company at No. 1, Persiaran Ledang, Off Jalan Tuanku Abdul Halim, Kuala Lumpur during normal working hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 2 October