together with the following Buildings in which TIM s factory operations were carried out:

Transcription

1 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 LAND ( LANDS ) TOGETHER WITH BUILDINGS ERECTED THEREON ( BUILDINGS ), COLLECTIVELY KNOWN AS PROPERTY 1. INTRODUCTION We refer to the earlier announcement dated 17 March 2016 made by the Board of Directors ("Board") of BATM in relation to the cessation of TIM s factory operations located at Virginia Park, Jalan Universiti, Petaling Jaya, Selangor Darul Ehsan. The Board wishes to announce that TIM had on 8 June 2016 entered into a conditional sale and purchase agreement ("SPA") with LGB Properties (M) Sdn Bhd (Company No M) ("Purchaser"), to dispose of the Property ( Proposed Disposal ). Details of the Proposed Disposal are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Proposed Disposal The Proposed Disposal was conducted by way of a public tender exercise which was closed on 29 April On 23 May 2016, the Board evaluated the bids which were submitted by various bidders and decided on the Purchaser s holding company as the successful bidder. The Proposed Disposal falls within paragraph (11)(j) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ) and is not regarded as a related party transaction. 2.2 Description of the Property TIM is the registered proprietor of the following Lands: (a) Lot 1 Seksyen 36 held under PN 3917 measuring approximately 35, square metres in area with a tenure of ninety-nine (99) years expiring on 29 September 2060 ( Lot 1 ); and (b) Lot 102 Seksyen 36 held under PN measuring approximately 17, square metres in area with a tenure of ninety-nine (99) years expiring on 8 April 2062, together with the following Buildings in which TIM s factory operations were carried out: No. Type of Buildings Approximate Age of the Buildings 1 4-storey office storey warehouse with an annexed 2-storey cafeteria 17 with a basement level 3 1-storey factory with a mezzanine floor storey factory storey factory with a mezzanine floor storey factory/warehouse with a basement level storey office/warehouse storey office 36 1

2 9 1-storey factory 36 The market value of the Lands is RM216,800,000 whereas the market value of the Buildings is RM45,700,000. As such, the total market value of the Property is RM262,500,000, as appraised by Messrs. DTZ Nawawi Tie Leung Property Consultants Sdn Bhd on 22 April The valuation for the Property was carried out using the Comparison Method of Valuation. The comparison method involves comparing the subject property with similar properties that were either transacted recently or listed for sale within the same location or other comparable localities. In comparing properties, due consideration is given to factors such as location, size, building differences, improvements and amenities and time element. The category of land use of the Lands is nil with an express condition being industrial. The Buildings are currently occupied by TIM. Part of the Lot 1 is leased to Tenaga Nasional Berhad for a term of thirty (30) years expiring on 18 July 2032 vide lease presentation no /2002 for the erection and operation of an electrical substation thereon ( TNB Lease ). The Lands are presently free from encumbrances. 2.3 Salient terms of the SPA Sale and Purchase TIM agreed to sell and the Purchaser agreed to purchase the Property upon the terms and conditions of the SPA and on the following basis: (a) (b) (c) (d) (e) on an as is where is basis; free from encumbrances, save and except the TNB Lease; subject to the TNB Lease and the existing category of land use and all restrictions in interest and conditions of title whether express or implied applicable thereto and contained in the issue documents of title to the Property; excluding the Excluded Assets (i.e. all machines, machineries, equipment, furniture and loose fittings located, contained, kept or placed on or attached to any part of the Property, as detailed in the SPA); and the Purchaser granting a tenancy of the Property ( Tenancy ) to TIM for twelve (12) months with an option to extend for two (2) further terms of six (6) months each from the completion of the SPA and entering into a tenancy agreement simultaneously with execution of the SPA for this purpose Condition Precedent The SPA is conditional upon TIM obtaining the approval of the shareholders of BATM ( BATM s Shareholders Approval ) for the sale of the Property on or before a date that falls within three (3) months from the date of the SPA ( CP Fulfillment Due Date ). TIM may at its sole and absolute discretion by notice to the Purchaser extend the CP Fulfilment Due Date by a further one (1) month from the expiry of the CP Fulfilment Due Date. In the event that the condition precedent is not fulfilled on the expiry of the CP Fulfilment Due Date or such extension thereof, TIM shall be entitled to terminate the SPA by serving a written notice on the Purchaser. 2

3 2.3.3 Payment of consideration The total consideration for the Property is RM218,000,000 ( Purchase Price ). The Purchaser has paid the sum of RM2,000,000 prior to the execution of the SPA and a balance deposit of RM19,800,000 was paid upon execution of the SPA, both being part payment of the Purchase Price and accordingly the balance of the Purchase Price payable under the SPA amounts to RM196,200,000 ( Balance Purchase Price ) which shall be paid in accordance with the terms of the SPA Completion Completion of the SPA shall take place on the date when the full amount of the Balance Purchase Price and the late payment interest, if any, are received by TIM s solicitors in clear funds ( SPA Completion Date ) Tenancy Simultaneously with the execution of the SPA, TIM (as tenant) and the Purchaser (as landlord) have executed a tenancy agreement ( Tenancy Agreement ) to take a tenancy of the Property for twelve (12) months commencing on the SPA Completion Date ( Rental Term ) at a monthly rental of RM1,090,000, payable on or before the 10 th day of each month. TIM may request to extend the tenancy by written notice for two (2) further terms of six (6) months each upon expiry of the Rental Term at the same monthly rental subject to the like covenants and provisions contained in the Tenancy Agreement Possession Pursuant and to give effect to the Tenancy and notwithstanding completion of the sale and purchase of the Property, vacant possession of the Property shall be retained by TIM until, and will be deemed delivered to the Purchaser on an as is where is basis in the state and condition then existing as at, the date of expiry or early termination of the Tenancy by TIM. 2.4 Basis and justification in arriving at the consideration The Purchase Price was arrived at, based on a willing buyer willing seller basis and is justified after taking into consideration the highest bid received by way of a public tender exercise which was closed on 29 April Expected gain arising from the Proposed Disposal Based on the Purchase Price, the expected net gain to the BATM Group arising from the Proposed Disposal is approximately RM148,784,366 after taking into account the following: (a) (b) (c) the audited net book value of the Property of approximately RM59,213,878 as at 31 December 2015; the estimated expenses to be incurred for the Proposed Disposal of approximately RM 2,171,000; and the Real Property Gain Tax of RM7,830, Original cost and date of investment The Property was previously acquired by TIM from Rothmans of Pall Mall (Malaysia) Berhad (now known as BATM) pursuant to a Sale and Purchase Agreement dated 25 November 1996 entered by the aforesaid parties at a purchase price of RM62,388,954. 3

4 2.7 Utilisation of proceeds The use of the gross cash proceeds of RM218,000,000 will be reviewed and determined by the Board in the best interest of the Company by the end 2016, and may be utilised to declare dividends, undertake capital reduction of BATM/TIM and/or repay current revolving credit facilities. 2.8 Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Proposed Disposal. 2.9 Information on the Purchaser The Purchaser was incorporated in Malaysia as a private limited company on 3 July 2014 under the Companies Act, 1965 with its registered address at Level 20, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, Kuala Lumpur, Wilayah Persekutuan, and is principally a construction company. As at current, the Purchaser has an authorised share capital of RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, of which 1000,000 ordinary shares have been issued and fully paid-up. The directors of the Purchaser are Datin Lim Ai Ling and Mr. Lim Chin Sean. The Purchaser is a wholly-owned subsidiary of LGB Realty Sdn Bhd (Company No M) which was the successful bidder of the public tender conducted for the Proposed Disposal. LGB Realty Sdn Bhd is not a related party to the Company. 3. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal is in line with the Company s intention to cease TIM s factory operations further to its objective to restructure its business operations in Malaysia by sourcing tobacco products for the domestic market from other BAT Group factories regionally. 4. EFFECTS OF THE PROPOSED DISPOSAL 4.1 Share capital and substantial shareholders shareholdings The Proposed Disposal will not have any effect on the issued and paid-up share capital and the shareholdings of the substantial shareholders of the Company. 4.2 Net Assets ( NA ) and gearing Based on the latest audited consolidated financial statements of the Company as at the financial year ended 31 December 2015, the proforma effects of the Proposed Disposal on the audited NA and gearing of the Company are set out in the table below: BATM (Group Level) Audited as at FYE 31 December 2015 RM'000 After the Proposed Disposal RM'000 Share capital 142, ,765 4

5 BATM (Group Level) Audited as at FYE 31 December 2015 After the Proposed Disposal Cash flow hedge reserve Retained earnings 403, ,284 Shareholders' funds / NA 546, ,407 No. of shares in issue ( 000) 285, ,530 NA per share (RM) Borrowings (interest-bearing) (RM) 305, ,000 Gearing (times) Earnings and earnings per share Based on the audited net assets of BATM as at 31 December 2015, the Proposed Disposal is expected to result in a total net gain on disposal at BATM Group level of approximately RM 148,784,366. This will translate into an increase in earnings per share by approximately 52.1 sen based on the weighted average number of ordinary shares in issue of BATM as at 31 December APPROVALS REQUIRED The Proposed Disposal is subject to the approval of the shareholders of the Company and is not subject to the approval of any regulatory authorities. 6. INTERESTS OF DIRECTORS', MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors and/or major shareholders of the Company and/or persons connected with the directors and/or major shareholders (as defined in the MMLR), have any interest, whether direct or indirect, in the Proposed Disposal. 7. DIRECTORS STATEMENT The Board, after having considered all relevant aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interests of the Company. 8. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to complete by end of the year. 9. HIGHEST PERCENTAGE RATIO Based on the audited consolidated financial statements of the Company for the financial year ended 31 December 2015, the highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph (g) of the MMLR is 40% which is the Purchase Price compared with the NA of BATM Group based on the latest audited financial statement of BATM as at 31 December

6 10. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be made available for inspection at the Company s registered office at Virginia Park, Jalan Universiti, Petaling Jaya, Selangor Darul Ehsan, during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement: (a) (b) (c) the SPA and Tenancy Agreement; the Valuation Report; and the Valuation Certificate. This announcement is dated 8 June