DISPOSAL OF LEASEHOLD INDUSTRIAL LAND AND BUILDINGS BY NORSECHEM RESINS SDN. BERHAD, A WHOLLY-OWNED SUBSIDIARY OF HEXZA
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1 HEXZA CORPORATION BERHAD ( HEXZA OR THE COMPANY ) DISPOSAL OF LEASEHOLD INDUSTRIAL LAND AND BUILDINGS BY NORSECHEM RESINS SDN. BERHAD, A WHOLLY-OWNED SUBSIDIARY OF HEXZA 1. INTRODUCTION Pursuant to Paragraph of the Main market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Hexza ( Board ) wishes to announce that its wholly-owned subsidiary, Norsechem Resins Sdn. Berhad ( NRSB ) had on 8 th July 2015 entered into a Sale and Purchase Agreement ( SPA ) with Crystal Dignity (M) Sdn. Bhd. ( CDSB ) for the disposal of a piece of leasehold industrial land and buildings erected thereon bearing assessment address PT 4229 Lingkaran Sultan Hishamuddin, Selat Klang Utara, Kaw 20, Pelabohan Klang, Selangor ( the Property ). 2. BANKGROUND INFORMATION 2.1 NRSB NRSB is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 26 th June It is a wholly owned subsidiary of Hexza. The issued and paid-up share capital of NRSB is RM15.0 million comprising 15.0 million ordinary shares of RM1.00 each. The principal activity of the NRSB is manufacturing of formaldehyde and formaldehyde based resins for the wood working industries. 2.2 CDSB CDSB was incorporated on 25 th November 1995 as a private limited company under the Companies Act, 1965 with an issued and paid-up share capital of RM1.0 million comprising 1.0 million ordinary shares of RM1.00 each. The principal activity of CDSB is the manufacturing of salt and providing stevedoring, warehousing and other logistics-related services. 2.3 INFORMATION ON THE PROPERTY The leasehold industrial land was acquired by NRSB in 1989 and the construction of the factory and manufacturing facilities were completed and operational in The transfer of the land is subject to the consent of the relevant State Authorities. 1
2 Details of the Property are as follows: Title Details : Postal Address : PT 4229 Lingkaran Sultan Hishamuddin, Selat Klang Utara, Kaw 20, Pelabohan Klang, Selangor Lot 5 Lingkaran Sultan Hishamuddin, Kawasan 20, Pelahuhan Klang, Selangor Darul Ehsan. Land area : Approximately 2.83 hectares Tenure : 99 years expiring 29 June 2086 Category of land use : Industrial Approximate age of building : 21 years Existing use : Manufacture of formaldehyde and formaldehyde based adhesive and resins Audited Net Book value of the property as at 30 June 2014 : RM10.62 million Encumbrances : Charged to Hong Leong Berhad 2.4 Sale consideration The sale consideration of RM17.0 million was arrived at on a willing buyer willing seller basis and through direct negotiation between NRSB and CDSB after taking into consideration of the prevailing market value of properties in the same vicinity from valuers and our property agent. 2.5 Liabilities to be assumed by the Purchaser There are no liabilities to be assumed by the Purchaser pursuant to the Agreements. 3. SALIENT FEATURES OF THE AGREEMENT 3.1 PAYMENT TERMS: Payment shall be in the following manner:- a) Ten percent (10%) of the Sales & Purchase Agreement price to be paid to NRSB s solicitors as stakeholders on signing of the SPA. b) On Completion date, the balance of ninety percent (90%) to be paid to NRSB within one hundred and fifty (150) days from the date of receipt of the consent to transfer from the statutory body/state authority. c) NRSB shall grant an extension of 30 days from the expiry of the Completion date to CDSB to complete the purchase subject to the payment of interest on the outstanding balance at 8% per annum. 2
3 3.2 CONDITION PRECEDENT Completion of the SPA is conditional upon NRSB obtaining the State Authority s Consent. NRSB shall apply for the State Authority s consent and shall do all things necessary and use its best endeavours to obtain the consent. 3.3 DELIVERY OF VACANT POSSESSION NRSB shall deliver vacant possession to CDSB within 150 days from the date the consent is obtained provided that the payment of the balance sum and any other amount due has been duly settled by CDSB at least 14 days before the expiry of the delivery stipulated period. 3.4 NON-REGISTRATION OF TRANSFER In the event that the Consent to Transfer is not granted by the State Authority within six (6) months from the date of the SPA, NRSB shall within 14 days refund the Deposit to the CDSB and thereafter the SPA shall be deemed terminated by both parties pursuant to the provisions of the SPA. 4. RATIONALE FOR THE PROPOSED DISPOSAL The resins industries in Peninsula Malaysia is highly competitive and challenging due to the dwindling market in a challenging business environment. NRSB has been incurring business losses for many years. Effort for the past years to turn around NRSB was not successful. The Board having taking into consideration of all aspects of the Group s operation, including the expected future viability, prospects for growth and profitability, decided that it is in the best interest of Hexza Group to discontinue the production of formaldehyde and formaldehyde based resins of NRSB in Port Klang. In view of the above, the Board decided to proceed with the disposal of the assets of NRSB. NRSB entered into agreement with CDSB for the sale of the Property and negotiations for the sale of plant and machinery to an interested party is on-going since CDSB is not interested in the plant and machinery. 5. RISK FACTORS The completion of the disposal of the property is subject to the consent of the relevant State Authorities to transfer the Property to CDSB, failing which may result in the SPA being terminated. NRSB will take all reasonable steps to obtain the consent from the relevant State Authorities and to facilitate the SPA is completed timely. 6. FINANCIAL EFFECTS OF THE DISPOSAL 6.1 SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS The disposal is not expected to have any effect on the issued and paid-up share capital and the substantial shareholders shareholdings of the Company. 3
4 6.2 EARNINGS PER SHARE The disposal is expected to contribute to a net gain on disposal of about RM6.6 million to the Group, of which shall increase the Group s earnings per share for the financial year ending 30 th June 2016 by about 3.3 sen. 6.3 NET ASSETS PER SHARE AND GEARING The disposal is not expected to have any material effect on the net assets per share and gearing of the Group for the financial year ending 30th June UTILISATION OF DISPOSAL PROCEEDS The disposal consideration would be satisfied by CDSB in cash. The Group intends to utilize the said sale proceeds for other investments. 7. APPROVAL REQUIRED Save for the consent from the State Authorities for the transfer of the land to CDSB, the disposal is not subject to and does not fall within the class of transaction that requires shareholders approval. 8. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE DISPOSAL PURSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ( MMLR ) The highest percentage ratio applicable to the disposal based on the audited accounts for the financial year ended 30 th June 2014 is 10.6%. 9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors or major shareholders of Hexza or persons connected to them have any interest, direct or indirect, in the disposal. 10. EXPECTED TIME FRAME FOR THE COMPLETION OF THE DISPOSAL The disposal is expected to be completed by March STATEMENT BY THE BOARD OF THE COMPANY The Board having considered the rationale and all aspects of the disposal, and after careful deliberation, is of the opinion that the disposal is in the best interest of the Group and its shareholders. 4
5 12. DOCUMENTS FOR INSPECTION The Sale & Purchase Agreement is available for inspection by shareholders of Hexza at the Registered Office of the Company at Lot 6 & 20, Persiaran Tasek, Kawasan Perindustrian Tasek, Ipoh, Perak Darul Ridzuan during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 8 th July
General Announcement. Submitted
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