MAH SING GROUP BERHAD ( MAH SING OR COMPANY )

Transcription

1 MAH SING GROUP BERHAD ( MAH SING OR COMPANY ) PROPOSED ACQUISITION OF 2 PARCELS OF LAND IN RAWANG WITH ESTIMATED GROSS DEVELOPMENT VALUE OF RM650 MILLION MEASURING APPROXIMATELY 157 ACRES THROUGH MAH SING S WHOLLY-OWNED SUBSIDIARIES, MAJOR LAND DEVELOPMENT SDN BHD AND ELITE PARK DEVELOPMENT SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM40,945,914 OR APPROXIMATELY RM6.00 PER SQUARE FOOT 1. INTRODUCTION The Board of Directors of Mah Sing ( Board ) wishes to announce that its whollyowned subsidiaries, Major Land Development Sdn Bhd ( Major Land ) and Elite Park Development Sdn Bhd ( Elite Park ), had on 29 February 2012, entered into separate sale and purchase agreements with Vibrant Domain Sdn Bhd ( First Vendor ) and Topaz Best Sdn Bhd ( Second Vendor ) for the proposed acquisition of 2 parcels of adjacent land measuring approximately 157 acres (63.4 hectares) in aggregate gross area in Bandar Kundang, Daerah Gombak, Negeri Selangor Darul Ehsan ( Land ) for a total cash consideration of RM40,945,914 or approximately RM6.00 per square foot ( Proposed Acquisition ). The Land is just 1km south of the Group s popular project, M Residence@Rawang ( M Residence ). M Residence is a 226 acre township development which was acquired in October last year and previewed in December 2011 comprises mainly link and superlink homes, with some semi-detached and shops. Interest in wellplanned townships has proven strong, as evidenced by a 2,500-strong registrant base over a 2 month project awareness exercise for M Residence. The project proved so popular that confirmed interests as at mid February 2012 has touched RM115million, with approximately 90% take up of the 18 footers in Phase 1 and approximately 70% take up of the 22 footers in Phase 2. The Group intends to meet the spillover demand for such products with this opportune and timely Proposed Acquisition. To complement and leverage on the success of M residence, the Land is proposed to be developed into a similar self-contained, secured lifestyle township named M Residence 2@Rawang ( M Residence 2 ). Gross development value ( GDV ) is estimated to be approximately RM650 million. Based on preliminary plans, the township shall comprise mainly linked semi-detached homes to capture the spillover demands for such products from M Residence. The Group intends to replicate the success of Aman Perdana township in Meru-Shah Alam by offering semi-detached homes at link house pricing. Well connected to major roads and highways serving the area, M Residence 2 is expected to attract equally strong interests from not just Rawang township itself, but wide catchment of buyers from Kuala Lumpur, Petaling Jaya, Shah Alam, Bukit Jelutong, Subang Jaya, USJ, Kepong and Selayang as well as upgraders from Batu Arang, Kundang, Kuang and Sungai Buloh. The Group will benefit from synergistic advantages riding on Mah Sing s branding already established in Rawang and cost efficiencies from economies of scale due to proximity of the Land to M Residence. The Land also fits in well with the landbanking strategy of the Group to balance its portfolio with affordable township offering quality homes priced below RM1 million. 1

2 As the proposed development plan is subject to authorities approval, it is too preliminary at this stage to ascertain the total development cost and expected profit to be derived from the development. The proposed development is expected to commence in the second half of 2012 and to be developed over a span of 3 to 4 years. 2. THE PROPOSED ACQUISITION The details of the Proposed Acquisition are as follows:- 2.1 Information on Major Land and Elite Park Major Land is a private limited company incorporated in Malaysia on 29 June 2011 under the Companies Act, The present authorised share capital of Major Land is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. Major Land is currently dormant. Elite Park is a private limited company incorporated in Malaysia on 25 November 2010 under the Companies Act, The present authorised share capital of Elite Park is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. Elite Park is currently dormant. 2.2 Information on the vendors The First Vendor is a private limited company incorporated in Malaysia on 5 December 2005 under the Companies Act, The present authorised share capital is RM500,000 comprising 500,000 ordinary shares of RM1.00 each, of which 200,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The First Vendor is principally an investment holding company. The Second Vendor is a private limited company incorporated in Malaysia on 28 April 2009 under the Companies Act, The present authorised share capital is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. The Second Vendor is principally an investment holding company. 2.3 Information on the sale and purchase agreements (i) (ii) a sale and purchase agreement ( First SPA ) between Major Land and the First Vendor for the proposed acquisition of all that piece of leasehold land held under HSD PT 2104 Bandar Kundang, Daerah Gombak, Negeri Selangor Darul Ehsan measuring approximately 31.9 hectares (79 acres) ( First Land ) for a total cash consideration of RM20,602,122; and another sale and purchase agreement ( Second SPA ) between Elite Park and the Second Vendor for the proposed acquisition of all that piece of leasehold land held under PN Lot Bandar Kundang, Daerah Gombak, Negeri Selangor Darul Ehsan measuring approximately 31.5 hectares (78 acres) ( Second Land ) for a total cash consideration of RM20,343,792. For avoidance of doubt, the First SPA and the Second SPA shall collectively be referred to as the SPAs ; the First Land and the Second Land shall collectively be referred to as the Land ; the First Vendor and the Second Vendor shall collectively 2

3 be referred to as the Vendors ; and Major Land and Elite Park shall collectively be referred to as the Purchasers. 2.4 Basis of Consideration The total purchase price for the Land amounting to RM40,945,914 ( Total Purchase Price ) was arrived at between the parties on a willing-buyer willing-seller basis after taking into consideration the development potential of the Land. Given the Group s knowledge of the market value of similar lands in the vicinity, no valuation was carried out on the Land. Mah Sing is unable to disclose the net book value of the Land as it is not privy to this information. 2.5 Salient terms of the SPAs The salient terms of the SPAs include, amongst others, the following: Terms of payment of the Total Purchase Price The Total Purchase Price of the Land shall be paid in the following manner:- (i) (ii) total deposits equivalent to 10% of the Total Purchase Price amounting to RM4,094, shall be paid by the Purchasers to the Vendors upon execution of the SPAs, subject to a retention of 2% of the respective purchase price for remitting to the relevant authorities on behalf of the Vendors for payment of real property gains tax pursuant to the Real Property Gains Tax Act, 1976; and the aggregate balance purchase price equivalent to 90% of the Total Purchase Price amounting to RM36,851, ( Balance Purchase Price ) shall be paid by the Purchasers to the Vendors in the following manner:- (a) (b) an aggregate sum of RM16,378, after the deduction of the Existing Chargee s (as defined herein) redemption sum if any, shall be paid by the Purchasers to the Vendors within four (4) months from the date of the SPAs or within two (2) weeks after the Unconditional Date (as defined herein), whichever shall be the later; and an aggregate sum of RM20,472,957 shall be paid by the Purchasers to the Vendors within eight (8) months from the date of the SPAs or within four (4) months from the Unconditional Date (as defined herein), whichever shall be the later with an automatic extension of one (1) month thereafter subject to payment of interest at the rate of 8% per annum. The date on which the Balance Purchase Price together with late payment interests, if any, is paid in full to the Vendors shall be referred to as Completion Date. 3

4 2.5.2 Condition Precedent The Proposed Acquisition is conditional upon the relevant State Authority s consent to transfer the Land in favour of the Purchasers being obtained by the Vendors at their own costs and expenses within three (3) months from the date of the SPAs with an automatic extension of nine (9) months and such other extension or extensions of time as may be mutually agreed upon in writing by the parties herein. The date on which a copy of the State Authority s consent to transfer is delivered to the Purchasers solicitors shall be referred to as the Unconditional Date Power of Attorney Upon the execution of the SPAs, the Vendors shall execute separate Powers of Attorney to enable the Purchasers to do such acts and things in relation to the proposed development of the Land subject to the terms and conditions therein contained One and the Same Transaction Both the SPAs shall be regarded as one and the same transaction and the completion of one SPA is dependent on the contemporaneous fulfillment of condition precedent and completion of the other SPA. 2.6 Information on the Land and the proposed development The 2 parcels of adjacent lands are to be purchased from the Vendors on an as is where is basis. The Land is generally flat and currently mostly occupied by vegetable farms and oil palm trees. The Land is a 99 years leasehold land with an expiry term on 15 February The current category of land use is Pertanian and is subject to express condition Tanaman Jangka Panjang. The Land is also subject to restriction in interest Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri. The Land is currently charged to Malayan Banking Berhad ( Existing Chargee ). Located just 1 km south of M Residence, the Land is exceptionally well connected and is only 5-8km from the matured townships of Anggun 1&2@Kota Emerald and Emerald East and West. It only takes 20 minutes to get to the Rawang toll from Kuala Lumpur (Jln Duta toll) and Petaling Jaya (Damansara toll). In terms of distance, it is only 28km from both tolls. From the Rawang toll, it is less than 10 minutes or 10km to the project. A major road upgrade to turn the road into a dual carriageway from the junction of the Rawang toll to the junction of the main road to Bandar Tasik Puteri is in progress, and shall improve the traffic flow along this road. M Residence 2 can also be accessed via the Kuala Lumpur-Kuala Selangor Expressway (formerly known as Latar Highway). Bukit Badong Forest Reserve is located next to M Residence 2 and extensive green reserves namely Templer s Park, Kanching Forest Park and Commonwealth Forest Park are all within radius of 15km of the project. The Land will be developed into a self-contained, secured lifestyle township with an estimated GDV of approximately RM650 million. Based on preliminary plans, the township shall comprise mainly linked semi-detached homes, with limited units of semi detached homes and shops. Similar to M Residence, the new M Residence 2 township is designed to be a guarded community with perimeter fencing, boom gates with guardhouses at entrances and 24 hour guard patrol. The land size of linked semi-detached homes are expected to be 34 x 65/70 and with built-up of 2,000 to 4

5 2,300 sf. To be priced from RM638,000 these homes are targeted to capture pent-up and spill-over demands from M Residence. Please refer to the attached map for location details of the Land. 2.7 Source of funding The Group intends to fund the Proposed Acquisition and the development cost of the Land through internally generated funds and/or bank borrowings. The exact mix of internally generated funds and 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. 2.8 Assumption of liabilities Other than costs to prepare the Land for development amounting to approximately RM1.83 million, 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 Since the Group s foray into property development in the 1990s, Mah Sing Group has now grown from a small, mass-market developer into a well-recognized and established lifestyle provider with a range of product types across 3 geographical regions in Malaysia, i.e. Greater Kuala Lumpur, Penang and Johor. The Group s quick turnaround business model has served us well, enhancing our balance sheet position over the years even as our number of projects have tripled from 10 in 2006 to 37 currently. Given Mah Sing s current achieved scale and scope, the Group is cognizant of the need to continue its proactive and opportunistic plans to acquire more tracts of land to fuel long term growth. At a meaningful size of approximately 157 acres, the Proposed Acquisition would allow it to complement and leverage on the success of the preview of its earlier acquired 226-acre M Residence. M Residence is a 226 acre township development which was acquired in October last year and previewed in December 2011 comprises mainly link and superlink homes, with some semi-detached and shops. Interest in well-planned townships has proven strong, as evidenced by a 2,500-strong registrant base over a 2 month project awareness exercise for M Residence. The project proved so popular that confirmed interests as at mid February 2012 has touched RM115million, with approximately 90% take up of the 18 footers in Phase 1 and approximately 70% take up of the 22 footers in Phase 2. The Group intends to meet the spillover demand for such products with this opportune and timely Proposed Acquisition. In addition, M Residence 2 is expected to benefit from the awareness already drummed up by the M Residence preview, potentially targeting upgraders from Batu Arang, Kundang, Kuang, and Sungai Buloh. 4. PROSPECTS AND RISK FACTORS 4.1. Malaysian economic overview and outlook The global economic and financial conditions continued to experience stress in the fourth quarter of 2011, following heightened concerns over the resolution of the European sovereign debt crisis. Despite the challenging external environment, the 5

6 Malaysian economy expanded by 5.2% (3Q11: 5.8%), with growth being underpinned by domestic demand. The favourable domestic demand conditions were supported by both private and public sector spending. Domestic demand expanded by 10.5% during the quarter (3Q11: 9.0%), driven by the continued expansion in household and business spending, and public sector expenditure. Private consumption grew at a pace of 7.1% (3Q11: 7.3%), supported by favourable income growth and robust labour market conditions. Major consumption indicators such imports of consumption goods, bank lending to households and credit card spending continued to show strong positive trends. Consumer confidence also remained positive, as reflected by the 4Q MIER Consumer Sentiments Index (106.3points; 3Q11: points). Going forward, the more challenging external environment could present greater downside risks to Malaysia s growth prospects. Nevertheless, domestic demand is expected to continue to be the key driver of growth, supported primarily by the continued expansion of private sector activity. (Source: Quarterly Bulletin, 4 th Quarter 2011, Bank Negara Malaysia dated 15 February 2012) 4.2 Prospects of property market in Klang Valley With increasing demand for housing, particularly in urban areas, the Malaysia All- House Price Index rose 7.5% in the second quarter of 2011 (Q2 2010:6.2%), with higher than average prices recorded in Selangor (11.5%). However, landed property prices in urban areas such as Kuala Lumpur and Selangor appreciated between 10%-30% over the past six months. Greater interest and attention has now shifted to the mid-range affordable housing segment, and in targeting the mid-range market (as well as due to the increasing scarcity of land in the city centre), developers are looking at acquiring landbanks located away from the KL City Centre, which may significantly reduce project land costs and consequently the selling prices to homebuyers. (Source: Economic Report 2011/2012, Ministry of Finance, Malaysia and WTW Property Market Report 2012) The Group believes that the strong interest registered at the Group's preview of M Residence supports the prospects of the Proposed Acquisition. Given the above, the Board is optimistic of the prospects of the Proposed Acquisition and is not aware of any material risk factors arising from the Proposed Acquisition save for the normal market and global economic risks. 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. 6

7 5.2 Earnings The Proposed Acquisition is not expected to have material impact on the earnings of the Group for the financial year ending 31 December 2012 as the proposed development is expected to commence in the second half of The development of the Land is expected to enhance the earnings of the Group in future years. 5.3 Net assets The Proposed Acquisition is not expected to have material effect on the net assets per share of the Group for the financial year ending 31 December However, in view of the potential future profit contribution arising from the development of the Land, the net assets of the Group are expected to be enhanced over time. 5.4 Gearing As set out in section 2.7 herein, the Total Purchase Price is expected to be funded from the Group s internally generated funds and/or bank borrowings. The exact mix of internally generated funds and bank borrowings will be decided by the management at a later date. For illustration purposes, based on the latest audited interim financial report of Mah Sing for the financial year ended 31 December 2011 and the assumption that RM32.8 million representing 80% of the Total Purchase Price is financed through external borrowings to be procured by the Group, the proforma net gearing position of the Group as at 31 December 2011 would be 0.32 times. 6. APPROVALS REQUIRED Save as disclosed in section herein, the Proposed Acquisition is not subject to Mah Sing shareholders or any other governmental authorities approvals. The highest percentage ratio applicable to the transaction pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 3.8%. 7. ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED ACQUISITION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second half of DIRECTORS AND MAJOR SHAREHOLDERS INTEREST 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. 7

8 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. DOCUMENT AVAILABLE FOR INSPECTION The SPAs 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 three (3) months from the date of this announcement. This announcement is dated 29 February

9 Caption: Mah Sing s new M Residence is just 1km from M Residence@Rawang and is served by highways and surrounded by established neighbourhoods 9