PROPOSED DISPOSAL OF 73% EQUITY INTEREST IN TENAGA KIMIA SDN BHD ( TKSB ) ( PROPOSED DISPOSAL )

Transcription

1 TROPICANA CORPORATION BERHAD ( TROPICANA OR COMPANY ) PROPOSED DISPOSAL OF 73% EQUITY INTEREST IN TENAGA KIMIA SDN BHD ( TKSB ) ( PROPOSED DISPOSAL ) 1. INTRODUCTION The Board of Directors of Tropicana wishes to announce that on 15 April 2015 a share sale agreement was entered into between Tropicana Tenaga Kimia Sdn Bhd (a wholly-owned subsidiary of Sumber Saujana Sdn Bhd, which in turn is a wholly-owned subsidiary of Tropicana) ( TTK ), Oon Hoe Sing ( OHS ), Austin Powder Asia Pacific Inc. ( APAP or Purchaser ) and Tenaga Kimia Sdn Bhd ( TKSB ) for the Proposed Disposal of TTK s and OHS (collectively referred to as Sellers ) entire shareholding of 73% and 2% respectively in TKSB ( Sale Shares ) to APAP for a total cash Sales Consideration of RM200,000,000 ( Sales Consideration ) ( SSA ). The consideration for TTK s 73% shareholdings amounts to RM194,666,667 ( TTK Sales Consideration ). Upon the completion of the Proposed Disposal, TTK will no longer have any equity interest in TKSB, and accordingly TKSB will cease to be a subsidiary of TTK. 2. INFORMATION ON THE PROPOSED DISPOSAL 2.1 Information on the Sellers The Sellers comprise of the following: i) TTK was incorporated on 18 August 1972 in Malaysia under the Companies Act, 1965 ( Act ). The present authorised share capital is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 2,000,000 ordinary shares have been issued and fully paid-up. TTK is principally involved in investment holding and holds 23,360,000 ordinary shares or 73% equity shareholdings in TKSB. ii) OHS, a Malaysian citizen and the Managing Director of TKSB, who holds 640,000 ordinary shares or 2% equity shareholdings in TKSB. 2.2 Information on the Purchaser APAP is a corporation duly organised and existing under the laws of the State of Ohio, United States of America with its principal place of business at Science Park Drive, Cleveland, Ohio, United States of America. APAP is a subsidiary of Austin Powder Holdings Company ( Austin Powder ), a closely-held business founded in Austin Powder is a full line supplier of civil explosives and blasting services to the global mining, stone quarry, construction and oil & gas industries. 1

2 2.3 Information on TKSB TKSB is a 73%-owned subsidiary of the Company which was incorporated on 22 January 1976 in Malaysia under the Act. The present authorised share capital is RM43,200,000 comprising 43,200,000 ordinary shares of RM1.00 each of which 32,000,000 ordinary shares have been issued and fully paid-up. TKSB and its group of companies ( TKSB Group Company ) is a manufacturer and supplier of emulsion explosives and technical blasting services for cement, roads & hydro dam construction, coal & mineral mining and greenfield oil & gas industries. TKSB Group Company has business presence in Malaysia, Cambodia, Indonesia, Laos, Thailand, Philippines, Hong Kong, Taiwan, Vietnam and other countries in the region. Financial Summary on TKSB Amount Item (RM mil) i. Audited Net Profit for FYE 31 December attributable to Tropicana Group ii. Audited Net Asset as at 31 December iii. Original Cost of Investment Basis of the Sales Consideration The Sales Consideration was arrived at based on a willing-buyer willing-seller basis after taking into consideration among others, the following: the Net Asset of TKSB Group Company; TKSB Group Company current and estimated future profitability; and TKSB Group Company business presence in Malaysia, Cambodia, Indonesia, Laos, Thailand, Philippines, Hong Kong, Taiwan, Vietnam and other countries in the region. 2.5 Salient Terms of the Proposed Disposal The salient terms of the SSA include, amongst others, the following: The Sales Consideration of RM200,000,000 shall be payable in the following manner: TTK Sales Consideration of RM194,666,667 less RM23,846,667 ( TTK Hold Back Amount ) shall be paid on the Closing Date (as defined below); The consideration for OHS s 2% shareholding amounts to RM5,333,333 ( OHS Sales Consideration ) less RM653,333 ( OHS Hold Back Amount ) shall be paid on the Closing Date (as defined below); The TTK Hold Back Amount and the OHS Hold Back Amount (collectively Hold Back Amount ) shall be released to TTK and OHS respectively upon the receipt of a bank guarantee for a period of 15 months from the Closing Date amounting to RM24,500,000 in form and substance satisfactory and issued by a bank acceptable to the Purchaser ( Bank Guarantee ); and 2

3 (iv) In the event on 1 March 2018, a lease agreement pertaining to the principal operations of TKSB ( Prime Lease ) has been extended by TKSB for an additional 15 year term (comprising 3 terms of 5 years each) and no notice of termination thereof has been given by SME Ordnance Sdn Bhd as lessor ( SMEO ), the Purchaser will pay to the Sellers an aggregate amount of RM3,000,000 ( Additional Consideration ). TTK s portion of the Additional Consideration amounts to RM2,920,000. A summary of the Sales Consideration and the Additional Consideration are as follows: Sales Consideration Sellers Upfront Payment Hold Back Amount Total Additional Consideration RM RM RM RM TTK 170,820,000 23,846, ,666,667 2,920,000 OHS 4,680, ,333 5,333,333 80,000 TOTAL 175,500,000 24,500, ,000,000 3,000, Completion of the SSA The closing date of the SSA ( Closing Date ) shall take place no later than 30 April 2015 (subject to an extension to no later than 7 May 2015 and consent of the Purchaser) subject to the satisfaction of, amongst others, the following conditions precedent: (iv) The receipt of an executed amendment of the Prime Lease dated 1 March 2013 by and between SMEO and TKSB as lessee; receipt of a waiver by Fertilizer Holdings AS ( FHA ) of its rights under the shareholders agreement between the Sellers and FHA dated 1 December 2006 ( Original Shareholder s Agreement ) to purchase the Sale Shares from the Sellers ( FHA Waiver ) and FHA shall have entered into a new shareholders agreement with Purchaser in form and substance satisfactory to Purchaser; receipt of an executed absolute and irrevocable guarantee of payment and performance from Tropicana guarantying the obligations of TTK under the SSA; and the consents and approvals from the following: a. Malaysia Banking Bhd ( MBB ), including all amounts owed by any TK Group Company to MBB ( MBB Consent ); and b. Bank Negara Malaysia, including authorization for Purchaser to deliver the Sales Consideration in Malaysia The Sellers and TKSB represent and warrant to the Purchaser that: (iv) TKSB is a company duly organized, validly existing, and in good standing under the laws of Malaysia and each TK Group Company is a company duly organized, validity existing and in good standing under the laws of the respective country ( Capitalization Representation ); TTK and OHS represent and warrant that the Sale Shares are: (a) validly issued, fully paid, and non-assessable; (b) free and clear of any liens; All of the shares of each company under the TKSB Group Company (except TKSB) and the shares thereof are the only authorized, outstanding and issued shares and are owned free and clear of any liens; The Sellers and the TKSB has all corporate power and corporate authority that it requires to execute, deliver, and perform its obligations under the SSA; 3

4 (v) (vi) (vii) (viii) (ix) Each of the TKSB Group Company has good and marketable title to all of its assets and properties and all of the TKSB Group Company assets; There is no litigation, action, suit, proceeding, claim or investigation, at law or in equity pending or threatened against or affecting the TKSB Group Company; Each TKSB Group Company has all licenses and permits required under applicable laws to conduct and operate its business as conducted and operated by such TKSB Group Company; No TKSB Group Company nor the Sellers has any knowledge of any material customer or supplier of each TKSB Group Company s business intending to discontinue doing business with a TKSB Group Company consistent with past practice, or any reason to believe that any such material customer or supplier will not continue to be a customer or supplier as the case may be, in a similar manner after the Closing Date; and All activities involving each TKSB Group Company s conduct and operation of its business and any condition of any asset owned by such TKSB Group Company currently comply, and to TKSB s knowledge have complied, in all material respects with all applicable environmental laws ( Environmental Representation ). All representations and warranties in the SSA shall, from the Closing Date, survive for 1 year, except (a) the Capitalization Representation shall survive for 2 years and (b) the Environmental Representation shall survive for 3 years. Each of the Sellers, contracting for itself severally but not jointly, covenants and agrees to and shall indemnify Purchaser and TKSB and its members, managers, affiliates, and subsidiaries, including their directors, officers, employees, agents, successors and assigns (collectively, the Purchaser Interests ) and shall hold the Purchaser Interests harmless against and with respect to any and all damage, loss, deficiency, cost and expense (including without limitation, interest, penalties, reasonable attorneys and accountants fees and expenses) (collectively, a Purchaser Loss ) incurred in connection with or arising out of or resulting from or incident to (a) any misrepresentation, omission, breach of warranty, representation or covenant, or nonfulfillment of any obligation on the part of TKSB or any Seller under the SSA, any certificate, schedule or other agreement or instrument furnished to Purchaser in connection with the SSA and (b) any and all actions, suits, proceedings, demands, assessments, penalties, fines, judgments, costs and legal and other expenses incident to any of the foregoing; provided that Sellers shall not have liability under the SSA in excess of an aggregate amount equal to RM24,500,000 ( Primary Limit ) (other than with respect to a breach of or misrepresentation as to the Capitalization Representation) Set off against Hold Back Amount or Bank Guarantee In addition to any other rights of any Purchasers Interest seeking indemnification ( Indemnified Party ), an Indemnified Party may either (a) set off a loss against, and reduce, any amount owed to an Indemnifying Party or (b) in the case of Purchaser with respect to a Purchaser Loss, Purchaser may request and receive payment in respect of such Purchaser Loss directly from the Hold Back Amount or Bank Guarantee (as applicable) without first having to resort to any procedures set forth in the SSA Liabilities to be assumed by the Company Tropicana will provide a Bank Guarantee and absolute and irrevocable guarantee of payment and performance to guarantee the obligations of Tropicana under the SSA. 4

5 3. UTILISATION OF PROCEEDS The total cash proceeds to Tropicana of RM194,666,667 from the Proposed Disposal is expected to be utilised for the working capital and/or repayment of bank borrowings of Tropicana Group. 4. RATIONALE The Proposed Disposal will enable Tropicana to realize the gains from an investment that is not considered as strategic and synergistic to the Tropicana Group. This exercise is also in line with Tropicana s de-gearing initiatives to reduce the borrowing levels of Tropicana Group. 5. EFFECTS OF THE PROPOSED DISPOSAL 5.1 Share capital and substantial shareholders shareholding The Proposed Disposal will not have any effect on the issued and paid-up share capital of Tropicana and the substantial shareholders shareholding in Tropicana, as the Proposed Disposal does not involve any issuance of shares in Tropicana. 5.2 Earnings, net assets per share and gearing Tropicana Group expects a net gain of RM48.5 million for the FYE 31 December 2015 arising from the Proposed Disposal. Upon completion of the Proposed Disposal, the TKSB Group Companies will no longer contribute to the profitability of Tropicana Group. For the FYE 31 December 2014, the TKSB Group contributed a profit after taxation (excluding non-controlling interest) of RM18.9 million to the Tropicana Group. Notwithstanding the above, assuming the TTK Sales Consideration less TTK Hold Bank Amount of RM170.8 million is utilized for the repayment of bank borrowings, the audited total borrowings of Tropicana Group as at 31 December 2014 will reduce from RM2,438.0 million to RM2,405.8 million, hence reducing the net gearing of Tropicana Group from 0.68x to 0.60x. Tropicana Group will also benefit from the interest savings from the reduced borrowings. 6. APPROVALS REQUIRED The Proposed Disposal is subject the approval from Bank Negara Malaysia, particularly the authorization for Purchaser to deliver the Sales Consideration in Malaysia. 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors or major shareholders or persons connected with them has any interest, direct or indirect, in the Proposed Disposal. 5

6 8. DIRECTORS RECOMMENDATION The Board of Directors, having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of Tropicana. 9. HIGHEST PRECENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad s Main Market Listing Requirements is approximately 6.64% based on the latest audited financial statements of Tropicana as at 31 December ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to complete on or before 7 May DOCUMENTS FOR INSPECTION The SSA is available for inspection by the shareholders of Tropicana at the registered office of Tropicana at Lot LG-A1, Lower Ground Floor, Tropicana City Mall, No 3 Jalan SS20/27, Petaling Jaya, Selangor Darul Ehsan, 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 15 April