Further details of the Proposed Acquisition are set out in the ensuing sections.

Transcription

1 MAH SING GROUP BERHAD ( MAH SING OR COMPANY ) PROPOSED ACQUISITION BY GRAND PRESTIGE DEVELOPMENT SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF MAH SING, OF A PIECE OF PRIME FREEHOLD LAND, WITH POTENTIAL GROSS DEVELOPMENT VALUE OF APPROXIMATELY RM7.5 BILLION, IN MUKIM RANTAU, DAERAH SEREMBAN, NEGERI SEMBILAN FOR A CASH CONSIDERATION OF RM359,557, INTRODUCTION The Board of Directors of Mah Sing ( Board ) wishes to announce that Grand Prestige Development Sdn Bhd ( Grand Prestige or Purchaser ), a wholly-owned subsidiary of Mah Sing, had on 11 August 2014, entered into a sale and purchase agreement with the respective vendors as detailed in Section 2.2 herein ( SPA ) for the proposed acquisition of a piece of prime freehold land in Mukim Rantau, Daerah Seremban, Negeri Sembilan ( Land ) for a total cash consideration of RM359,557, ( Purchase Consideration ) ( Proposed Acquisition ). Further details of the Land are set out in Section 2.3 herein. The Proposed Acquisition is timely as it allows the Mah Sing group of companies ( Group ) to amass approximately 1,400 acres of land (inclusive of the Group s remaining land) for the expansion of its existing presence south of Kuala Lumpur and be better positioned to reach out to a broader range of customers by offering products suitable for the mass and upgrader market. The Proposed Acquisition is to cater for the growing demand for mass market affordable quality homes which Mah Sing experienced with their Southville KL South and other township projects. The Proposed Acquisition will result in the Group s first foray in Negeri Sembilan and will result in the proposed development of a gated guarded lifestyle township mainly focused on first time homebuyers and starter homes, offering terrace homes and superlink homes, with an exclusive selection of semi-detached homes and bungalows for upgraders. A clubhouse and commercial components will form part of the township to provide for the daily needs of residents. The proposed development is expected to have a potential gross development value ( GDP ) of approximately RM7.5 billion. Further details of the Proposed Acquisition are set out in the ensuing sections. 2. THE PROPOSED ACQUISITION 2.1 Information on Grand Prestige Grand Prestige is a private limited company incorporated in Malaysia on 18 January 2010 under the Companies Act, The present authorised share capital of Grand Prestige is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 2,500,002 ordinary shares of RM1.00 each have been issued and fully paid-up. Grand Prestige is principally involved in property development. 2.2 Information on the Vendors Poh Yong Cak (NRIC No ), Lim Kim Chong (NRIC No ) and Sam Chien Sam Choy Cheong (NRIC No ) are the surviving trustees appointed by all the registered and beneficial owners of the Land to be their sole and absolute trustees in respect of the Land ( Vendors ). 1

2 2.3 Information on the Land The Land comprise part of a piece of prime freehold land held under GRN Lot 3306, Mukim Rantau, Daerah Seremban, Negeri Sembilan with the total land area as appeared in the issue document of title to the Land measuring approximately 1,051.3 acres. Of the total land size of 1,051.3 acres, 91.3 acres has been acquired by the relevant authorities and will not be acquired as part of the Proposed Acquisition. The Land is freehold and the terrain is generally flat. Currently, majority of the Land is planted with oil palm trees. The Land is strategically located along the North-South Highway and is a mere 8km from the Senawang toll plaza with a frontage of 2.5km along the North-South Highway. A proposed interchange connecting the Land to the North-South Highway will further enhance accessibility to the Land and will allow access to the proposed Senawang-KLIA Highway, which is expected to shorten travel time to the Kuala Lumpur International Airport and Kuala Lumpur International Airport 2. For accessibility to rail, the Land is 2km from the Sungai Gadut Komuter Station which has more than 50 daily trips connecting directly to amongst others, Kuala Lumpur Sentral and Rawang. The Land is located within a ready market catchment of nearly 1 million from Negeri Sembilan alone which includes, Rembau, Port Dickson, Kuala Pilah, Tampin and Jelebu, with the southern region of Seremban providing a ready market catchment of approximately 500,000. Business activities surrounding the Land are driven by nearby industrial parks, namely the Senawang Light Industrial Area, the Senawang Business Park and the Tuanku Jaafar Industrial Park. The Land is also within the vicinity of established amenities such as medical centres (Tuanku Jaafar Hospital, Mawar Renal Medical Centre and Columbia Asia Medical Centre), boarding schools and universities (Sekolah Dato Abdul Razak, UCSI International school, University Sains Islam Malaysia, Inti International University and Nilai University College), golf courses (Tuanku Jaafar Golf & Country Club and Paradise Valley Golf Course) and hypermarkets (Tesco Extra Seremban and Carrefour Taman Rahang). The population of workers, teachers and students from the surrounding industrial parks and amenities provides a natural catchment for the Land. Natural attractions nearby the Land include the beachside town of Port Dickson and the Pedas Hotsprings. Save for an intended acquisition of approximately 17.0 acres of the Land and a right of way for electricity lines, the Land is to be acquired free from all encumbrances and with vacant possession subject to all conditions of title whether express or implied contained in the documents of title to the Land. As at the date of the SPA, save for the intended acquisition and the right of way for electricity lines, there are no other encumbrances on the Land. Please refer to Appendix I for the location map. 2.4 Proposed development of the Land Based on preliminary plans, the proposed development shall comprise a gated guarded lifestyle township with offerings that appeal to the mass market, comprising terrace homes, superlink homes, semi-detached homes, bungalows, commercial elements and a clubhouse. The development is estimated to have a potential GDV of approximately RM7.5 billion and is intended to offer landed residences starting from RM350,000. Grand Prestige will be submitting the proposed development plans to relevant authorities for approval. Therefore, it is too preliminary at this stage to ascertain the total development cost and the expected profits to be derived from the proposed development. Subject to authorities approval, the development project is expected to commence in The development project is expected to be developed over a span of 7-8 years. 2

3 2.5 Basis of consideration The Purchase Consideration was arrived at between the parties on a willing-buyer willingseller basis after taking into consideration the following: (i) (ii) (iii) The development potential of the Land given its location south of Klang Valley which will benefit from both the existing surrounding catchment of nearly 1 million people in Negeri Sembilan as well as the spill over effects of property growth corridors towards the south of Klang Valley; The Land fits in well with the quick turnaround strategy of the group as they have good connectivity, established catchment, ready infrastructure and amenities within the vicinity; and The Group s familiarity with township developments, most recently with the success of Southville KL South. Based on Mah Sing s internal assessment of the Land, the purchase consideration is within range of acceptable land costs given the potential GDV to be generated. No valuation was carried out on the Land. 2.6 Salient terms of the SPA The salient terms of the SPA include, amongst others, the following: Terms of payment of the purchase price The Purchase Consideration for the Land shall be paid in the following manner: (i) (ii) (iii) RM7,190, (equivalent to approximately 2.0% of the Purchase Consideration) to be paid prior to the signing of the SPA; RM28,765, (equivalent to approximately 8.0% of the Purchase Consideration) to be paid upon signing of the SPA; and RM323,601, (equivalent to 90.0% of the Purchase Consideration) to be paid within 3 months from the Unconditional Date (as defined below) of the SPA. The date on which the Vendors receive the full Purchase Consideration shall be referred to as the Completion Date Conditions precedent The SPA shall be conditional upon the Vendors obtaining the following: (i) (ii) the relevant written approval from the Estate Land Board for the disposal of the Land together with the issuance of the certificate of approval; and the relevant court order(s) sanctioning the sale of the Land by the Vendors and the execution of the transfer by the Vendors to Grand Prestige, within 6 months from the date of the SPA unless extended by mutual consent between the Vendors and Grand Prestige. The fulfilment period for the conditions precedent will be automatically extended in the event the applications for the approval of the Estate Land Board and relevant court orders are still pending. The applications to the Estate Land Board and relevant courts will be made within 30 days from the date of the SPA. Any delay in the submission of the applications to the Estate Land Board or to the relevant courts would result in the automatic extension of the fulfilment period for the conditions precedent by the duration of the delay. 3

4 The date where the conditions precedent are fulfilled shall be referred to as the Unconditional Date. The court order(s) sanctioning the sale of the Land is sought to allow the transfer of the Land by the Vendors to Grand Prestige and avoid any future legal challenges on the legality and validity of the Proposed Acquisition Powers of attorney Upon execution of the SPA, the Vendors shall execute and deliver to Grand Prestige valid and registrable powers of attorney ( PA ) in favour of Grand Prestige (with no claim for additional payment and compensation), authorising and empowering Grand Prestige to deal with such matters in respect of the development of the Land subject to the terms and conditions therein contained Representations and warranties 2.7 Source of funding The SPA also contains standard representations and warranties as typically found in agreements of this nature. These include, but not limited to, the Vendors power and legal capacity to enter into the SPA and act as trustees legally appointed by all registered and beneficial owners of the Land. Mah Sing intends to fund the Proposed Acquisition and the development cost of the Land through a combination of internal generated funds and/or bank borrowings. The exact mix of internal generated funds and/or bank borrowings will be decided by the management at a later stage taking into consideration the Group s gearing level, interest costs as well as internal cash requirements for its business operations. 2.8 Assumption of liabilities There are no other liabilities, including contingent liabilities and guarantee to be assumed by the Group arising from the Proposed Acquisition. 3. RATIONALE FOR THE PROPOSED ACQUISITION Given the Group s ability to identify prime landbanks and quick turnaround strategy, the Proposed Acquisition is timely and in line with the Group s strategy to continuously scale up development in locations with strong growth potential. The Proposed Acquisition will allow the Group to acquire land in a location which is regarded by the Board of Mah Sing as a property development hotspot over the near to mid-term. The Land has access to a catchment of nearly 1 million people from Negeri Sembilan alone which includes, Rembau, Port Dickson, Kuala Pilah, Tampin and Jelebu and is also expected to enjoy the spill over effects of property growth corridors towards the south of Klang Valley which will continue to fuel demand for housing. In addition, the Proposed Acquisition will also provide the opportunity for a larger portion of the Klang Valley population to afford a lifestyle home. The Proposed Acquisition comes on the back of a successful initial launch of Southville KL South, which the Group is confident to replicate with the Land. The success of Southville KL South which has seen approximately 80% take-up from its initial launch of Savanna Executive Suites (serviced apartments) and Avens Residence (2½ superlink homes), was mainly due to its location in the growing Klang Valley, improved accessibility via a proposed interchange and a 2km frontage along the North-South Highway. Management is confident that the success of Southville KL South may be replicated with the Land given the similar characteristics of the Land which straddles the North-South Highway with a 2.5km frontage to the North-South Highway. 4

5 As part of the development plan, a proposed interchange will connect the Land to North- South Highway which will further enhance the accessibility and connectivity to complement the Group s overall master development strategy. The proposed interchange will be the first interchange after the Pedas toll, linking those who travel from the south of Peninsular Malaysia to Seremban and is expected to create more business opportunities for the development. The proposed interchange is expected to work as a catalyst to the southern Seremban growth corridor, creating more business opportunities for the development. The proposed interchange will also ease the commute of prospective buyers who prefers landed properties and do not mind a slightly longer commute in order to enjoy better value pricing. With this acquisition, the Group will have approximately 1,400 acres of remaining land South of Kuala Lumpur and be better positioned to reach out to a broader range of customers by offering products suitable for the mass and upgrader markets. The Proposed Acquisition is to cater for the bourgeoning demand for the mass market affordable quality homes which Mah Sing experienced with their Southville City and other township projects. The Land is proposed to be developed into a gated guarded lifestyle township to cater for the pent-up demand for affordable quality homes, offering affordable landed homes which is in line with current market trends. The proposed development will be targeted at the growing middle class from the population of Klang Valley to Seremban (which includes Nilai, Kajang, Putrajaya and Cyberjaya) and also the upgraders from the surrounding neighbourhoods (including, Rantau, Rembau, Port Dickson, Kuala Pilah, Tampin, Jelebu, Pedas and Malacca). The development will provide lifestyle homes with township amenities and is in-line with the Group s strategy to provide quality homes at affordable prices, where 87% of the Group s new residential launches in 2014 are priced below RM1,000,000. As at 31 March 2014, the Group has remaining GDV and unbilled sales of approximately RM33.5 billion which are spread out within the Klang Valley, Johor, Penang and Sabah. The Proposed Acquisition would enable the Group to significantly increase its GDV and unbilled sales by approximately 22% to RM41.0 billion. Mah Sing s landbank would also increase by more than 35% to 3,670 acres. With excellent location and accessibility coupled with business activities from various industrial parks and established amenities, the management is confident that the proposed development will offer the right products, at the right location and the right time, and will be well received by prospects demanding affordable quality homes from the population of Klang Valley to Seremban and surrounding neighbourhoods. 4. PROSPECTS AND RISK FACTORS 4.1 Malaysian economy and property outlook The Malaysian economy grew moderately with real domestic product ( GDP ) expanded by 4.7% in 2013 after achieving 5.6% in 2012 and 5.1% in The growth was broad based led by the services and manufacturing sectors which contributed 55.2% and 24.5% respectively to GDP. The property market performed moderately with lesser in number but at higher value of transaction. The year recorded 381,130 transactions worth RM billion as opposed to 427,520 transactions worth RM billion in 2012, indicating a reduction of 10.9% in volume and an increase of 6.7% in value. 5

6 In 2014, the Malaysian economy is projected to grow at a stronger pace of between 5.0% and 5.5%, driven by domestic demand and favourable global economy. In ensuring that the economy continues to expand, 2014 Budget was formulated. A total of RM billion is budgeted to implement programmes and projects for the wellbeing of the citizen and national development. Private investment will continue to grow supported by accelerated implementation of on-going Economic Transformation Programme ( ETP ) projects which will continue to propel Malaysia s economic growth. The ongoing implementation of the ETP projects as well as investment in the oil and gas and construction related sectors are anticipated to boost private investment activity. The property market activity is expected to be driven largely by the residential sector. Affordable housing is foreseen to remain in focus in the coming years. The government is concerned over soaring house prices, inadequate supply of houses and difficulty in getting financing especially for the low and medium income groups. Thus, the 2014 Budget continue to address housing supply through Skim Perumahan Rakyat 1 Malaysia, Syarikat Perumahan Nasional Berhad and National Housing Department. Considering all the concerted efforts taken by the government to stimulate the national economy which would have direct or indirect impact on the property sectors, the property market on the whole is expected to remain resilient in the coming year. (Source: Press Release Malaysian Property Market 2013 by Valuation & Property Services Department) 4.2 Prospects of the Land The Greater Kuala Lumpur/ Klang Valley National Key Economic Area ( NKEA ) is unique from other NKEAs, in that its initiatives are anchored geographically under a goal to develop the region as the centre of Malaysia s commercial activities. To this end, this NKEA seeks to transform the country s capital into a world-class city and globally competitive economic hub, focussing on nurturing the elements which support economic growth and improve the region s liveability. Among the NKEA s key achievements in 2013 include InvestKL s success in attracting 15 multinational companies from North America, Europe and Asia to set up regional offices in Greater Kuala Lumpur, exceeding the 10 MNCs targeted for the year. The MRT project also surpassed targets with the completion of its elevated guideway foundation and underground station excavation, while the River of Life project saw all 13 key activities under the rivercleaning initiative remain on track. A further highlight for the NKEA during the year includes the planting of 36,246 trees under the Greener KL Entry Point Project ( EPP ), which aims to increase green space in the city. (Source: Economic Transformation Programme Annual Report 2013) Greater Kuala Lumpur/ Klang Valley region is taken from the ETP. The region comprises Kuala Lumpur, Putrajaya and all districts in Selangor with the exception of Kuala Langat, Kuala Selangor, Sabak Bernam and Hulu Selangor. The region is defined as being of key economic importance for Malaysia as a whole. Over 37% of the Nation s GDP is identified as being related to Kuala Lumpur and Selangor. One element of the Key EPP is the Greater Kuala Lumpur/ Klang Valley Connect which is about Land Public Transport within the urban city. In defining the region for the Master Plan, analysis of travel demand data indicates that areas such as Nilai and Seremban, whilst being outside the defined region, do contribute significant demands to Kuala Lumpur and should therefore be considered in developing the Land Public Transport strategy. (Source: Greater KL/ Klang Valley Land Public Transport Master Plan) The development of the Klang Valley is expected to have spill over effects on the development encompassing the Land. (Source: Company) 6

7 A high-speed rail system ( HRS ) is being considered to connect Greater Kuala Lumpur/ Klang Valley to Singapore as well as to serve intermediate cities. Such a system will link Southeast Asia s two largest economic agglomerations and unlocks development in intermediate Malaysia cities. The overall travel time between Kuala Lumpur and Singapore under this HSR system is expected to be between 1.5 and 2 hours. HSR is expected to have significant economic spillover effects on both Malaysia and Singapore as businesses will find Greater Kuala Lumpur/ Klang Valley an attractive alternative to Singapore due its low-cost labour advantage, especially for the services sector which is expected to drive Malaysia s economic growth. Increase in demand for leisure travel will be positive for Malaysia, with an estimated increase of RM2 to 5 billion in net tourism spending per year. Significant reductions in travel time will drive worker productivity with a potential value of up to RM million per year in time savings and could unlock demand for Greater Kuala Lumpur/ Klang Valley property currently valued at five times below that of Singapore. (Source: Official Website of Greater Kuala Lumpur/ Klang Valley on the HRS) The HRS has been described as a game changer that will catalyse economic growth on both sides of the causeway. From enabling time savings for daily commuters to attracting multinationals who want to take advantage of the improved connectivity between the two countries, the possibilities for value creation from the HSR are immense. Apart from economic benefits of the HSR, Malaysians can also look forward to world-class amenities at the railway s five stations in Kuala Lumpur, Seremban, Ayer Keroh, Muar, Batu Pahat and Iskandar. While planning for these stations has yet to be completed, travellers can expect accommodation retail and entertainment offerings mirroring those seen at renowned HSR stations worldwide. (Source: Economic Transformation Programme Annual Report 2013) Seremban has been identified as a potential intercity stop for the HSR which would further drive economic activity within and surrounding the city to the benefit of the development. 4.3 Risk factors for the Proposed Acquisition The Proposed Acquisition would subject the Group to risks inherent in the property development business of which the Group is already involved in. Such risks may include sensitivity to economic and political conditions, financing risk, delays in commencement and completion, competition from other property developers, dependence on key personnel and compulsory acquisition. Any adverse change in these conditions may have a material adverse effect on the Group. These risks are addressed as part of the Group s ordinary course of business and are not expected to represent new risks to the Group s operations. Further, the Proposed Acqusition is conditional upon the conditions precedent set out in Sections above being fulfilled. As such, the Proposed Acquisition may not be completed if any of the conditions precedent is not fulfilled (all of which are beyond the Group s control). 7

8 5. EFFECTS OF THE PROPOSED ACQUISITION 5.1 Share capital and shareholdings of substantial shareholders The Proposed Acquisition has no impact on the issued and paid-up share capital of Mah Sing and the shareholdings of the substantial shareholders of Mah Sing as it will be satisfied wholly by cash and does not involve any issuance of new ordinary shares. 5.2 Earnings The Proposed Acquisition is not expected to have a material impact on the earnings of the Group for the financial year ending 31 December 2014 as the proposed development is expected to commence only in The development of the Land is expected to enhance the earnings of the Group in future years. The loss of interest from cash and/or interest cost from borrowings used to finance the Purchase Consideration is not expected to have a material impact on the earnings of the Group for the financial year ending 31 December Net assets ( NA ) and gearing The Proposed Acquisition is not expected to have a material impact on the NA of the Group for the financial year ending 31 December 2014 as the proposed development is expected to commence in However, the Proposed Acquisition is expected to enhance the NA of the Group in the future in view of the potential future profit contribution arising from the development of the Land. As set out in Section 2.7 above, the Company intends to fund the Proposed Acquisition and the development cost of the Land through internal generated funds and/or bank borrowings and that the exact manner in which the Purchase Consideration will be satisfied has not been finalised, hence the effect of the Proposed Acquisition on the gearing of the Group cannot be ascertained at this juncture. 6. APPROVALS REQUIRED Save for the approvals required under Section 2.6.2, the Proposed Acquisition is not subject to Mah Sing shareholders or any other governmental authorities approvals. The Proposed Acquisition is not conditional upon any corporate exercise undertaken or to be undertaken by Mah Sing. 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 18.4%. 7. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the conditions precedent stated in section herein being fulfilled, the Proposed Acquisition is expected to be completed in the 1 st half of INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM Insofar as the Directors are aware, none of the Directors and/or major shareholders of Mah Sing and/or persons connected to them have any interests, direct or indirect, in the Proposed Acquisition. 8

9 9. DIRECTORS RECOMMENDATION The Board of Mah Sing, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Group. 10. DOCUMENTS AVAILABLE FOR INSPECTION The SPA and the PA in relation to the Proposed Acquisition are available for inspection at the registered office of the Company at Penthouse Suite 1, Wisma Mah Sing, No. 163 Jalan Sungai Besi, Kuala Lumpur, during normal business hours from Mondays to Fridays (except for public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 11 August

10 Appendix I Below is the location map of the Land. (Source: Google Maps and Mah Sing)