SDGB and the Vendor are hereinafter collectively referred to as the Parties.

Transcription

1 SERBA DINAMIK HOLDINGS BERHAD ( SERBA ) PROPOSED ACQUISITION OF A 16-STOREY OFFICE BUILDING WITH A 4-STOREY BASEMENT CARPARK ERECTED ON HSD , PT NO. 18, SEKSYEN 14, BANDAR SHAH ALAM, DAERAH PETALING, NEGERI SELANGOR DARUL EHSAN ( BUILDING OR THE PROPERTY ) BY SERBA DINAMIK GROUP BERHAD, A WHOLLY-OWNED SUBSIDIARY OF SERBA FOR A TOTAL CASH CONSIDERATION OF RM43,500,000 ( PROPOSED ACQUISITION ) 1. Introduction The Board of Directors of SERBA ( Board ) wishes to announce that Serba Dinamik Group Berhad ( SDGB or the Purchaser ), a wholly-owned subsidiary of SERBA, has on 23 October 2017 entered into a Conditional Sale and Purchase Agreement ( SPA ) with AFFIN Bank Berhad ( AFFIN Bank or the Vendor ) for the Proposed Acquisition. SDGB and the Vendor are hereinafter collectively referred to as the Parties. Further details of the Proposed Acquisition are set out below. 2. Details of the Proposed Acquisition 2.1 Basis and Justification of Arriving at the Purchase Price The Proposed Acquisition involves the acquisition of the Property by SDGB from the Vendor for a total cash consideration of RM43,500,000 ( Purchase Price ). The Purchase Price was arrived at on a willing buyer-willing seller basis after taking into consideration, amongst others, the following: - a) the market value of the Property as appraised by an independent firm registered with the Board of Valuers, Appraisers and Estate Agents Malaysia, namely PPC International Sdn Bhd ( Valuer ). The Valuer has vide their valuation report dated 15 December 2016 ( Valuation Report ) assessed the market value of the Property at RM39.30 million using the comparison and income capitalisation methods of valuation; and b) the strategic location, earnings potential as well as capital appreciation of the Property in the future. The Purchase Price represents a premium of RM4.20 million or approximately 10.69% to the said valuation of the Property appraised by the Valuer. 1

2 2.2 Mode of Satisfaction and Sources of Funding The Purchase Price will be satisfied entirely in cash, which will be financed partly through the proceeds from the initial public offering of SERBA which was completed on 8 February 2017 ( IPO ) ( IPO Proceeds ), internally generated funds and/or bank borrowings. As disclosed in SERBA s IPO prospectus dated 30 December 2016 ( IPO Prospectus ), approximately RM30 million from the IPO Proceeds has been identified for the acquisition of a corporate office building in Selangor. The exact mix of internally generated funds and/or bank borrowings will be decided by the management of SERBA at a later stage taking into consideration, its gearing level, interest costs as well as internal cash requirements for its business. 2.3 Assumption of Liabilities SERBA will not be assuming any liability, including contingent liabilities and guarantees arising from the Proposed Acquisition. 2.4 Salient Terms and Conditions of the SPA The salient terms and conditions of the SPA include, inter alia, the following: Consideration The Purchase Price shall be payable in cash by SDGB in the following manner: - a) A deposit of RM870,000 ( 2% Deposit or Earnest Deposit ) has been paid to the Vendor upon the acceptance of the Letter of Acceptance dated 2 May 2017 and another balance deposit of RM3,480,000 ( 8% Deposit or Balance Deposit ) to be paid upon execution of the SPA. The Earnest Deposit and Balance Deposit are hereinafter collectively referred to as the Deposits. b) The balance of the Purchase Price of RM39,150,000 ( Balance Purchase Price ) to be paid within 3 months from the date the Vendor is in receipt of written confirmation by the relevant party of the fulfilment of the last Conditions Precedent (as defined in Section below). In the event SDGB fails to pay the Balance Purchase Price within the time frame stipulated above, the Vendor shall automatically grant to SDGB an extension of time of a further 1-month subject to the late payment of interest by SDGB to the Vendor at the rate of 10% per annum calculated on a daily basis on the unpaid Balance Purchase Price. 2

3 2.4.2 Conditions Precedent of the SPA The SPA is conditional upon and subject to the fulfilment of the following conditions precedent within 8 months from the date of the SPA ( Cut-Off Date or such extended date as may be mutually agreed by the Parties ( Extended Cut-Off Date ) ( Conditions Precedent ): - a) SDGB obtaining the approval from the Economic Planning Unit ( EPU ) for the purchase of the Property by SDGB (if applicable); b) SDGB obtaining and/or causing to obtain the Consent to Transfer (as defined in Section (b)(i) below) from the appropriate land authority: i. The Parties agree that SDGB at its own cost and expenses through the Purchaser s solicitors shall within the period of 6 months from the date of the SPA obtain a State Authority Consent to transfer the Property in favour of the Purchaser ( Consent to Transfer ). ii. iii. In the event that SDGB is unable to obtain the Consent to Transfer within the stipulated period of 6 months, the Vendor agrees to further grant an extension of time to SDGB for the period of 2 months from the expiry of the above period. In the event SDGB shall be unable to obtain the Consent to Transfer within the Cut-Off Date or the Extended Cut-Off Date, as the case may be and/or the Consent to Transfer is rejected by the appropriate land authority, despite all reasonable efforts made and/or for any reason whatsoever, the SPA shall be terminated with such modification as are necessary. c) SDGB obtaining the approval of its board of directors and if applicable, the shareholders of SERBA; and d) The Vendor obtaining the approval of its board of directors. SDGB shall within 30 days from the date of the SPA submit all the necessary application to the relevant authority for the EPU s approval and the Consent to Transfer. The Parties shall use their best endeavours to procure the fulfilment of the Conditions Precedent by the Cut-Off Date and shall inform the other party within 3 working days of the application and fulfilment thereof. 3

4 2.4.3 Default by the Purchaser In the event that SDGB fails to pay the Purchase Price or any late payment interest (if any), the Vendor shall be entitled by notice in writing to terminate the SPA and in such event the Vendor shall be entitled to forfeit the Deposits as agreed liquidated damages by notice in writing to the Purchaser or its solicitors whereupon SDGB shall within 14 working days from the date of receipt of such written notice at the Purchaser s own costs and expenses: a) re-deliver legal possession of the Property to the Vendor at the same state and condition prior as it is when it was delivered to the Purchaser; b) return or cause to be returned to the Vendor the original issue document of title to the Property, the transfer and all other Vendor s documents which have been delivered to the Purchaser or the Purchaser s solicitors or the Purchaser s financier s solicitors, as the case may be; c) withdraw and cause to be withdrawn all caveats lodged by or on behalf of the Purchaser and/or the Purchaser s financier; and the Vendor shall in exchange thereof and upon demand from the Purchaser s solicitors, forthwith refund to SDGB all other monies (save for the Deposits) received by the Vendor towards account of the Purchase Price within 14 days thereof free of interest Default by the Vendor In the event of any material breach by the Vendor, it is agreed between the Parties that SDGB shall be entitled to take such action as may be available to the Purchaser at law to enforce specific performance of the SPA against the Vendor or to terminate the SPA, whereupon SDGB may demand the refund of all monies paid by the Purchaser towards account of the Purchase Price, if any, free from interest and additional amount equivalent to 10% of the Purchase Price by way of agreed liquidated damages which shall be forthwith payable by the Vendor to the Purchaser within 14 working days upon receipt of the written notification from the Purchaser and/or the Purchaser s solicitors, and the Purchaser shall within 14 working days upon receipt of such payment:- a) re-deliver legal possession of the Property to the Vendor at the same state and condition prior as it is when it was delivered to the Purchaser; 4

5 b) return or cause to be returned to the Vendor the original issue document of title to the Property, the transfer and all other Vendor s documents which have been delivered to the Purchaser or the Purchaser s solicitors or the Purchaser s financier s solicitors, as the case may be; c) withdraw and cause to be withdrawn all caveats lodged by or on behalf of the Purchaser and/or the Purchaser s financier; thereupon the SPA shall be terminated and cease to be of any further effect and neither party shall have any other claim against the other for costs, damages, compensation or otherwise save in respect of any antecedent breach and the Vendor shall at liberty to deal with or otherwise to dispose of the Property in such manner as the Vendor shall in its absolute discretion deem fit and proper as if the SPA had not been entered Delivery of Legal Possession a) Novation of Present Tenants The Vendor shall notify every tenant of the sale of the Property upon stamping of the SPA and upon full payment of the Purchase Price, late payment interest (if any) and apportionment of outgoings payable by SDGB to the Vendor, the Vendor shall at its own cost and expenses, execute a novation agreement between the Vendor, SDGB and the tenant ( Novation Agreement ) whereby the Vendor shall novate all its rights, title, interest and benefits in and under the tenancy agreements ( Tenancy Agreement(s) ) together with all obligations and liabilities thereunder to SDGB upon the terms and subject to the conditions set out therein. b) Right to Lease of Floor 9, 2 and 1 of the Building SDGB agrees to lease floor 9, 2 and 1 of the Property to the Vendor provided always a lease agreement shall be executed between the Parties whereby SDGB has agreed to lease floor 9, 2 and 1 of the Property to the Vendor upon the terms and conditions therein contained, at the cost and expenses of the Vendor. The aforementioned lease agreement shall be executed between the Parties within 30 working days from the date of full payment of the Purchase Price, late payment interest (if any) and apportionment of outgoing by the Purchaser. 5

6 c) Deposit and Rental by the Present Tenants All payment of rental shall be apportioned accordingly between the Parties as at the possession date and including any payment of deposit in the existing Tenancy Agreement shall be paid by the Vendor to SDGB provided always that the Novation Agreement has been executed by the Vendor, SDGB and the tenant in respect of the Tenancy Agreement Other Terms and Conditions of the SPA a) No warranty or representation whether express or implied is given by the Vendor as to the description, quality, conditions, measurement, area, suitability and fitness for purpose. b) Vacant possession of the Property (where applicable) will be delivered upon full settlement of the Purchase Price and late payment interest, if any. 2.5 Details of the Property Descriptions of the Property are set out below. Identification HSD , PT No. 18, Seksyen 14, Bandar Shah Alam, Daerah Petaling, Negeri Selangor Darul Ehsan Postal address Bangunan Affin Bank, Precint 3.4, Persiaran Perbandaran, Seksyen 14, Shah Alam, Selangor Land area Gross floor area of Building Approximate age of Building Tenure of Property Description of Property Category of Property Registered proprietor Express condition 3,025 square metres (32, square feet) 11, square metres (119, square feet) 17 years Land is a leasehold land for 99 years which shall end on 11 May 2100 Building Nil AFFIN Bank Commercial building 6

7 Restriction in interest Description of Building Total net lettable area of Building Occupancy rate of Building Amount of lettable space available for letting Estimated rental income per month (excluding car parks) Estimated rental income per month for the car parks Net book value of Property Encumbrances Tanah yang diberi milik ini tidak boleh dipindah milik, dipajak atau digadai melainkan dengan kebenaran Pihak Berkuasa Negeri A 16-storey office building with a 4-storey basement carpark 7, square metres (81, square feet) 100%, of which approximately 25% is occupied by AFFIN Bank Nil RM211,860 RM11,000 RM38.25 million as at 31 December 2016 Nil SERBA is expected to occupy 2 floors of the Property upon completion of the Proposed Acquisition. 2.6 Information on the Vendor AFFIN Bank was incorporated in Malaysia under the Companies Act, 1965 on 23 October 1975 under the name of Perwira Habib Bank Malaysia Berhad. Subsequently, AFFIN Bank changed its name to Perwira AFFIN Bank Berhad on 21 April AFFIN Bank assumed its current name on 25 April 2000 following the merger between the former Perwira AFFIN Bank Berhad and BSN Commercial Bank (M) Berhad. On 1 June 2005, it merged with the former AFFIN-ACF Finance Berhad. The principal activities of AFFIN Bank are the provision of commercial banking and hire purchase services. 7

8 The issued share capital of AFFIN Bank is RM1,688,769,616 comprising 1,688,769,616 shares. As at 31 December 2016, being the latest available audited financial statements, the consolidated net assets ( NA ) of AFFIN Bank was RM5.80 billion and AFFIN Bank recorded consolidated net profit after zakat and taxation of RM million for the financial year ended ( FYE ) 31 December (Source: Circular to shareholders of AFFIN Holdings Berhad dated 21 September 2017) 3. Rationale for the Proposed Acquisition As disclosed in the IPO Prospectus, as part of its future plans, SERBA intends to acquire a corporate office building to house its head office and operational staff within Selangor, with the purpose as follows: - a) to accommodate the increased number of employees as part of the expansion of its business; b) to house its employees in one main location to increase operational efficiency, minimising logistic movements and costs with a more efficient use of man-hours; c) to provide its employees with a comfortable and conducive work environment to enhance productivity and performance; and d) to enhance the visibility of its brand and elevate its corporate image and brand consciousness amongst its customers, suppliers, employees and other stakeholders. 4. Prospects and Future Plans for the Property As disclosed in the IPO Prospectus, upon completion of the Proposed Acquisition, SERBA intends to relocate all its existing employees from its existing head office in Shah Alam, Selangor to the new corporate office. In addition, with such relocation, SERBA will be able to expand the capacity of its training centre in Shah Alam, Selangor to accommodate more trainees. The Board expects the rental rates in Shah Alam, Selangor to remain stable in the future and with the potential for appreciation of capital values of properties located in the vicinity of the Property, SERBA could benefit from the potential upside of the Property in the longer term. In addition, the potential rental income from the Property will provide SERBA with an additional source of recurring income. 8

9 With the strategic location of the Property, the Board believes that the Proposed Acquisition will contribute positively to the future consolidated earnings of SERBA given the prospects of the long-term growth and demand for office space from the government and private sectors. 5. Risk Factors in relation to the Proposed Acquisition 5.1 Non-Completion Risk The completion of the Proposed Acquisition is conditional upon the fulfilment of all the necessary terms and conditions as set out in Section 2.4 above, which include the fulfilment of the Conditions Precedent by the Parties. In the event that such approval and/or conditions are not obtained and/or satisfied, the Proposed Acquisition will not be completed and SERBA will not be able to meet its objective as set out in Section 3 of this announcement. Nevertheless, SDGB will take all reasonable steps to ensure the fulfilment of the Conditions Precedent and the completion of the Proposed Acquisition. 5.2 Funding Risk The Purchase Price is expected to be partially financed via the IPO Proceeds, internally generated funds and/or bank borrowings to be procured by SDGB. As such, SDGB may incur interest expenses on the bank borrowings. In view that the interest charged on bank borrowings is dependent on prevailing interest rates, future fluctuation of interest rates could have an effect on SERBA s cash flows and profitability. Nonetheless, the management of SERBA believes that savings in payments of rentals for office space will be able to mitigate the financing risk. 6. Financial Effects of the Proposed Acquisition 6.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Acquisition will not have any effect on the issued share capital and the shareholdings of the substantial shareholders of SERBA as the Purchase Price will be satisfied entirely in cash and does not involve any new issuance of shares in SERBA. 6.2 Earnings and Earnings per Share The Proposed Acquisition is expected to contribute positively to the consolidated earnings and cash flows of SERBA in the future. The Proposed Acquisition is expected to result in rental savings, income derived from rental income and capital appreciation on the Property in the future. 9

10 6.3 NA, NA per Share and Gearing The Proposed Acquisition is not expected to have any material effect on the consolidated NA and NA per share of SERBA for the financial year ending 31 December The Proposed Acquisition will be financed partly through the IPO Proceeds, internally generated funds and/or bank borrowings. The exact mix of internally generated funds and/or bank borrowings has not been finalised at this juncture. For illustrative purposes, assuming that RM13.50 million is funded by bank borrowings, the consolidated gearing of SERBA will increase from 0.79 times to 0.81 times based on the audited consolidated statement of financial position of SERBA as at 31 December Directors and Major Shareholders Interests None of the directors, major shareholders and persons connected with the directors or major shareholders of SERBA or any of its subsidiaries have any interest, direct or indirect, in the Proposed Acquisition. 8. Directors Statement The Board, having considered all relevant aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of SERBA. 9. Percentage Ratio 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 5.38% based on the latest audited consolidated financial statements of SERBA for the FYE 31 December Approvals Required Save for the approval from the appropriate land authority for the Consent to Transfer and the EPU (if applicable), the Proposed Acquisition is not subject to the approval of the shareholders of SERBA and/or any regulatory authorities. The Proposed Acquisition is not conditional upon any other proposal undertaken or to be undertaken by SERBA. 10

11 11. Estimated Time Frame for Completion Barring any unforeseen circumstances and subject to fulfilment of all conditions as set out in the SPA and the requisite approvals being obtained, the Proposed Acquisition is expected to be completed in the first quarter of Documents Available for Inspection A copy of the SPA and the Valuation Report will be made available for inspection at the registered office of SERBA at 8-5, Pusat Dagangan UMNO Shah Alam, Persiaran Damai, Seksyen 11, Shah Alam, Selangor Darul Ehsan, Malaysia during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 24 October