GLOBAL YELLOW PAGES LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore)

Transcription

1 GLOBAL YELLOW PAGES LIMITED (Company Registration No G) (Incorporated in the Republic of Singapore) PROPOSED ACQUISITION OF LAND IN PAPAKURA, NEW ZEALAND 1. INTRODUCTION The board of directors (the Board or the Directors ) of Global Yellow Pages Limited (the Company and together with its subsidiaries, the Group ) wishes to announce that Bellfield Estate Limited ( BEL ), an indirect wholly-owned subsidiary of the Company, has entered into a conditional agreement for the sale and purchase of real estate (the Agreement ) with Motleon Limited (the Vendor ) pursuant to which BEL and/or its nominee (the Purchaser ) shall acquire and the Vendor shall sell a plot of land ( Land ) in Papakura, New Zealand (the Proposed Acquisition ). BEL was newly incorporated in New Zealand today for the purposes of the Proposed Acquisition. The total issued and paid-up share capital of BEL is NZ$100 (approximately S$98) comprising 100 ordinary shares, and the sole shareholder of BEL is GYP Properties Pte Ltd, a wholly-owned subsidiary of the Company. The Board is of the view that the Proposed Acquisition is in, or in connection with, the ordinary course of the Company s business of property investment, development and management ( Property Business ). The Proposed Acquisition, if completed, will be the Group s third purchase of real estate in New Zealand. 2. INFORMATION REGARDING THE VENDOR AND THE LAND Vendor The Vendor is a company incorporated in New Zealand (Company Number: ) and is involved in the business of land development and subdivision. Land The Land is a plot of freehold land of approximately hectares located at Bellfield Road, Papakura, New Zealand. The Land currently forms part of a plot of land known as Bellfield Park and is contained within certificates of title NA93D/563, NA40B/943, NA24B/154, NA53C/1013 and NA52B/1269 which is proposed to be subdivided by the Vendor to create a separate legal title to the Land. Upon the completion of such subdivision, a unique identifier for the Land will be available. The Land is currently a vacant plot of land with no activity, and there is no financial information available to the Company and BEL on the Land. 3. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition is part of the Company s strategy to further develop its core Property Business by increasing its development pipeline and building up its property portfolio, broaden the Group s revenue stream, and pursue opportunities with good prospects for income and long-term growth of the Company. As part of this strategy, the Company completed the acquisitions of Pakuranga Plaza Limited on 4 May 2015 and a plot of freehold land at Queenstown, New Zealand ( Queenstown Land ) on 16 November The Group had also on 23 December 2016 obtained a

2 conditional resource consent from the Queenstown Lakes District Council to construct 225 residential dwellings and associated infrastructure and siteworks on the Queenstown Land. The Company intends to develop the Land and subdivide it for sale and also explore the development of part of the Land into residential houses and commercial units. 4. SALIENT TERMS OF THE PROPOSED ACQUISITION 4.1 Consideration and Payment The total consideration for the Proposed Acquisition ( Consideration ) is NZ$38,000,000 (approximately S$37,300,800) (subject to the adjustments as described below and exclusive of applicable goods and services tax, if any), and comprises the following components: (d) (e) a deposit of NZ$3,800,000 (approximately S$3,730,080) ( Deposit ), payable by the Purchaser on the date of satisfaction or waiver of the conditions precedent described in paragraphs 4.3 to below; the first instalment of NZ$15,000,000 (approximately S$14,724,000) less the Deposit, which shall be paid by the Purchaser to the Vendor on the Settlement Date (as defined in paragraph 4.2 below); the second instalment of NZ$5,000,000 (approximately S$4,908,000), which shall be paid by the Purchaser on 31 December 2018 ( Second Instalment ); the third instalment of NZ$9,000,000 (approximately S$8,834,400), which shall be paid by the Purchaser on 30 September 2019 ( Third Instalment ); and the final instalment of NZ$9,000,000 (approximately S$8,834,400), which shall be paid by the Purchaser on 30 September 2020 ( Final Instalment ). The Third Instalment will be reduced to NZ$8,550,000 (approximately S$8,392,680) if the Purchaser pays the Third Instalment on or before 31 March The Final Instalment will be reduced to NZ$8,550,000 (approximately S$8,392,680) if the Purchaser pays the Final Instalment on or before 31 March The Deposit will be refunded to the Purchaser if the Purchaser gives notice to the Vendor that the conditions precedent set out in paragraphs 4.3, and (e) are not satisfied or waived by their respective due dates, or if the Agreement is cancelled through the default of the Vendor. The Consideration was arrived at after arm s length negotiations between the Vendor and BEL on a willing-buyer willing-seller basis, taking into consideration, inter alia, the future development potential and projected development costs of the Land and the rationale for and benefits to the Group of the Proposed Acquisition as set out in paragraph 3 above. The Company intends to finance the Proposed Acquisition using a combination of internal cash and external sources of funding. 4.2 Settlement Date Settlement of the Proposed Acquisition will take place on the later of 30 June 2018 and the date which is ten (10) working days following the date that the Vendor is advised by Land Information New Zealand that new titles for the Land have been issued ( Settlement Date ). The Settlement Date may be deferred in accordance with the terms of the Agreement.

3 The payment of, inter alia, the Second Instalment, Third Instalment and Final Instalment will be secured by way of a first ranking mortgage over part of the Land to be granted by the Purchaser to the Vendor on the Settlement Date. Any late payment of instalment will be subject to a penalty interest of 12% per annum. 4.3 Conditions Precedent Completion of the Proposed Acquisition is conditional upon, inter alia, the satisfaction or waiver of the following conditions precedent within certain agreed timelines: (d) (e) the Purchaser being satisfied that the Land is suitable for the Purchaser s intended use, following a due diligence investigation of the Land; the board of directors of the Purchaser approving the Proposed Acquisition; the Company obtaining relevant regulatory approvals from, inter alia, the SGX-ST (if required) in relation to the Proposed Acquisition; the shareholders of the Company ( Shareholders ) approving the Proposed Acquisition, if required; and consent for the Proposed Acquisition being obtained pursuant to the Overseas Investment Act 2005 of New Zealand (if required) on terms acceptable to the Purchaser. The due date for the satisfaction of the condition precedent described in: (i) (ii) paragraph 4.3 above is fifteen (15) working days after the date of the SPA ( Due Diligence Date ); paragraph 4.3 above is five (5) working days after the Due Diligence Date; and (iii) paragraphs 4.3 and (d) above is 1 June Right of Novation to Nominated Third Party In the event that the conditions precedent described in paragraphs 4.3 and (d) above are not waived or satisfied by 1 June 2018, or if any time prior to 1 June 2018 the Purchaser notifies the Vendor that it wishes to nominate a third party ( Nominated Third Party ) to acquire the Land: the Purchaser shall be deemed to have waived the conditions precedent described in paragraphs 4.3 and (d); the Purchaser shall introduce the Nominated Third Party to acquire the Land; and the Purchaser shall novate the Agreement to the Nominated Third Party to complete the acquisition of the Land pursuant to the Agreement. 4.5 Development Agreement The Purchaser takes the title to the Land subject to a development agreement entered into between the Vendor and Auckland Council dated 30 September 2016 to develop the Land and the adjacent land owned by the Auckland Council ( Development Agreement ), which will be novated or assigned to the Purchaser effective on the date the Final Instalment is paid.

4 Following the satisfaction or waiver of the conditions precedent described in paragraphs 4.3 and above, the Purchaser will be responsible for complying with all the Vendor s obligations under the Development Agreement. Such obligations ( Pre-Settlement Obligations ) include, inter alia: entering into contracts required to be entered into by the developer under the Development Agreement with third parties; providing a performance bond and maintenance bond; and commencing earthworks on or before 1 October In the event the Agreement is validly cancelled by either party for any reason, the Vendor will repay all amounts expended by the Purchaser for all Pre-Settlement Obligations. 4.6 Pre-Settlement Mortgage The repayment of the Deposit and all amounts expended by the Purchaser on the Pre- Settlement Obligations will be secured by a second mortgage on the Land behind a first mortgage priority of NZ$11,000,000 (approximately S$10,797,600) plus 24 months interest and costs, granted by the Vendor to the Purchaser. 5. FINANCIAL EFFECTS For purposes of illustration, the financial effects of the Proposed Acquisition are based on, inter alia, the following key bases and assumptions: (d) (e) (f) the Purchaser under the Agreement is BEL; the Consideration is NZ$38,000,000 (approximately S$37,300,800); for the purposes of illustrating the financial effects of the Proposed Acquisition on the net tangible assets ( NTA ) of the Group per ordinary share in the capital of the Company ( Share ), it is assumed that the Proposed Acquisition had completed on 30 June 2017; for the purposes of illustrating the financial effects of the Proposed Acquisition on the loss per Share ( LPS ) of the Group, it is assumed that the Proposed Acquisition had completed on 1 July 2016; the financial effects of the Proposed Acquisition are based on, inter alia, the Group s unaudited financial statements for the financial year ended 30 June 2017; and the financial effects of the Proposed Acquisition are purely for illustrative purposes only and are neither indicative of the actual financial effects of the Proposed Acquisition on the NTA per Share and LPS of the Group, nor do they represent the future financial performance and/or position of the Group immediately following completion of the Proposed Acquisition. 5.1 Effect of the Proposed Acquisition on the NTA per Share On the bases and assumptions set out above, the pro forma effect of the Proposed Acquisition on the NTA per Share of the Group is as follows:

5 As at 30 June 2017 Before Proposed Acquisition After Proposed Acquisition NTA (in S$ 000) 50,969 50,969 Number of Shares (excluding treasury shares) as at 30 June 2017 NTA per Share (Singapore cents) 209,100, ,100, Effect of the Proposed Acquisition on LPS On the bases and assumptions set out above, the pro forma effect of the Proposed Acquisition on the LPS of the Group is as follows: For the financial year ended 30 June 2017 Before Proposed Acquisition After Proposed Acquisition Net loss attributable to Shareholders (in S$ 000) Weighted average number of Shares as at 30 June 2017 (1,786) (1,786) 199,951, ,951,509 LPS (Singapore cents) (0.89) (0.89) 6. RELATIVE FIGURES OF THE PROPOSED ACQUISITION UNDER RULE 1006 OF THE LISTING MANUAL Based on the latest announced unaudited consolidated financial statements of the Group for the financial year ended 30 June 2017 (being the latest announced consolidated financial statements of the Group), the relative figures for the Proposed Acquisition as computed on the bases set out in Rule 1006 of the Listing Manual are as follows: Relative Figures Rule 1006 Rule 1006 Rule 1006 The net asset value of the assets to be disposed of, compared with the Group's net asset value. The net profits attributable to the assets acquired or disposed of, compared with the Group's net profits. The aggregate value of the consideration given or received, compared with the Company's market capitalisation based on the total number Not applicable. Not applicable. (1) 117.4% (2)(3)

6 Rule 1006(d) Rule 1006(e) of issued shares excluding treasury shares. The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue. The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the group's proved and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets. Not applicable. Not applicable. Notes: (1) The Land is currently a vacant plot of land with no activity and there are no net profits attributable to it. (2) The consideration for the Land is NZ$38,000,000 (approximately S$37,300,800). (3) The Company s weighted average share price as at 13 September 2017 being the market day preceding the date of the Agreement is S$ The market capitalisation of the Company is S$31,783,303, based on 209,100,682 shares in issue (excluding treasury shares) as at 13 September 2017 (being the market day preceding the date of the Agreement) and the weighted average share price of the Company s shares transacted on the SGX-ST on the same date of S$ Assuming BEL is the Purchaser under the Agreement, as the relative figure computed under Rule 1006 exceeds 100%, notwithstanding that the Proposed Acquisition is in, or in connection with the ordinary course of the Company s business, the Proposed Acquisition constitutes a very substantial acquisition under Chapter 10 of the Listing Manual and is subject, inter alia, to the approval of the SGX-ST and of the Shareholders. However, as the Agreement allows the Purchaser to novate the Agreement to a Nominated Third Party, the aggregate value of the actual consideration that will be contributed by the Group for the Proposed Acquisition may be less than NZ$38,000,000 (approximately S$37,300,800), and the resultant relative figure computed under Rule 1006 may not exceed 100%. If this is the case, the Proposed Acquisition will not constitute a transaction subject to the requirements under Chapter 10 of the Listing Manual as the Proposed Acquisition is in, or in connection with, the ordinary course of the Company s business. The Company will update Shareholders on the above-mentioned arrangements in due course. 7. SERVICE CONTRACTS No person will be appointed as a Director of the Company in connection with the Proposed Acquisition and accordingly, no service contract in relation thereto will be entered into between the Company and any such person. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors or controlling Shareholders of the Company has any interest, direct or indirect, in the Proposed Acquisition, other than through their respective shareholdings (if any) in the Company.

7 9. SHAREHOLDERS CIRCULAR AND DOCUMENTS FOR INSPECTION The Company intends to seek the approval of Shareholders for the Proposed Acquisition at an extraordinary general meeting ( EGM ) to be convened. A circular containing, inter alia, further details of the Proposed Acquisition and enclosing the notice of EGM will be despatched to Shareholders in due course. Copies of the Agreement are available for inspection at the registered office of the Company at 1, Lorong 2 Toa Payoh, Yellow Pages Building, Singapore during normal business hours for three (3) months from the date of this announcement. For the purposes of this announcement, conversion of NZ$ into S$ is based on the exchange rate of NZ$ to S$1.00. Source: Business Times. Shareholders and potential investors should note that the Proposed Acquisition is subject to, inter alia, the fulfilment of certain conditions as described in paragraph 4.3 above, and accordingly should exercise caution when trading in the Company s shares. Persons who are in doubt as to the action they should take should consult their legal, financial, tax or other professional advisers. The Company will make further announcements on the Proposed Acquisition as and when appropriate. BY ORDER OF THE BOARD Lee Wei Hsiung Company Secretary Dated: 14 September 2017