General Announcement. Submitted

Transcription

1 Form Version 7 (Enhanced) Initiated by BRITISH AMERICAN TOBACCO on 20/08/ :42:53 PM Submitted by BRITISH AMERICAN TOBACCO on 08/10/ :04:02 PM Reference No BA Submitted Company Information Main Market Company New Announcement Submitting Investment Bank/Advisor (if applicable) Submitting Secretarial Firm (if applicable) * Company name BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD * Stock name BAT * Stock code 4162 * Contact person Chan Mei Mae * Designation Head of Legal & Company Secretary * Contact number address Lee_Kar_Ling@bat.com Type * Subject *: Announcement PROPOSED DISPOSAL BY TOBACCO IMPORTERS AND MANUFACTURERS SDN BHD (COMPANY NO U) ( TIM ), A WHOLLY-OWNED SUBSIDIARY OF BRITISH AMERICAN TOBACCO (MALAYSIA) BERHAD ("BATM" OR "THE COMPANY"), OF ALL THAT PIECE OF LAND UNDER THE CATEGORY INDUSTRIAL HELD UNDER THE TITLE HSD , PLACE 76/65 MUKIM OF DAMANSARA, DISTRICT OF PETALING, STATE OF SELANGOR MEASURING APPROXIMATELY SQUARE METRES BEARING THE POSTAL ADDRESS NOS. 75 & 76, JALAN PLAYAR 15/1, SECTION 15, SHAH ALAM, SELANGOR DARUL EHSAN ( THE PROPERTY ) TO NESTLE MANUFACTURING (MALAYSIA) SDN BHD (COMPANY NO K) ( THE PURCHASER ) FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00) ( THE PROPOSED DISPOSAL ) Note: If the announcement is a long announcement, please summarize the announcement in the contents and enter the details of the announcement in the Announcement Details or attached the full details of the announcement as attachment. Contents *:- (This field is to be used for the summary of the announcement) PROPOSED DISPOSAL BY TIM, A WHOLLY-OWNED SUBSIDIARY OF BATM, OF THE PROPERTY TO THE PURCHASER FOR A TOTAL CASH CONSIDERATION OF RINGGIT MALAYSIA THIRTY SIX MILLION ONLY (RM36,000,000.00). Announcement Details :- (This field is for the details of the announcement, if applicable)

2 For the details of the announcement, please refer to the Appendix 1, attached herewith. Attachment(s):- (please attach the attachments here) Appendix 1.pdf Tables Section - This section is to be used to create and insert tables. Please make the appropriate reference to the table(s) in the Contents of the Announcement: 2010 Bursa Malaysia Berhad. All rights reserved.

3 Appendix INTRODUCTION The Board of Directors of BATM wishes to announce that its wholly-owned subsidiary, TIM, had on 8 October 2010 entered into a Sale and Purchase Agreement with the Purchaser in relation to the Proposed Disposal ("the SPA"). 2.0 DETAILS OF THE PROPOSED DISPOSAL 2.1 Background information on the Property The Proposed Disposal involved the disposal of a piece of leasehold land together with buildings and warehouses erected thereon ("the Property"), the particulars of which are set out below: Property : All that piece of land under the category industrial held under the title HSD , Place 76/65 Mukim of Damansara, District of Petaling, State of Selangor measuring approximately square metres together with an Industrial Complex accommodating an office building and manufacturing block, controlled stores nos. 1 to 6, Green Leaf Threshing Plant and annexed double storey service building, five-storey warehouse building, controlled store no. 7, canteen, boiler house, air-conditioner plant room, guard house, pump house, reservoir and water tank, oil shed, freezer compressor room, inflammable foods store, and transformer rooms 1 and 2 erected thereon bearing the postal address Nos. 75 & 76, Jalan Playar 15/1, Section 15, Shah Alam, Selangor Darul Ehsan. Tenure : Leasehold for 99 years expiring on 8 September Approximate Age of the buildings Charges and/or Encumbrances : 42 : Free from charges and all other encumbrances. 2.2 Details of the parties to the SPA Details of TIM TIM was incorporated in Malaysia under the Companies Act, 1965 as a private limited company on 26 October

4 As at the date hereof, the authorised share capital of TIM is RM500,000, comprising 500,000,000 ordinary shares of RM1.00 each, of which 310,988,952 ordinary shares of RM1.00 each have been issued and are fully paid up. TIM is principally engaged in manufacturing and sale of cigarettes and other tobacco related products Details of the Purchaser Nestle Manufacturing (Malaysia) Sdn Bhd (Company No K) is a company incorporated under Malaysia Companies Act, 1965 with its registered address at 22-1, 22 nd Floor, Menara Surian, No. 1, Jalan PJU 7/3, Mutiara Damansara, Petaling Jaya, Selangor Darul Ehsan. It is a subsidiary of Nestle (Malaysia) Berhad (Company No W), a public company listed on Bursa Malaysia Securities Berhad. 2.3 Salient Terms of the SPA The salient terms of the SPA are as follows: TIM has agreed to sell and the Purchaser has agreed to purchase the Property together with all the fixtures and fittings attached as listed in the SPA, free from all encumbrances with vacant possession on an as is where is basis subject to all conditions of title and restrictions in interest whether expressed or implied affecting the title to the said Property for a total cash consideration of Ringgit Malaysia Thirty Six Million only (RM36,000,000.00) ("the Purchase Price") upon the terms and conditions of the SPA The Purchase Price shall be paid to TIM in the following manner:- (a) the earnest deposit of Ringgit Malaysia Seven Hundred and Twenty Thousand (RM720,000.00), which has been paid by the Purchaser to TIM prior to the execution of the SPA; (b) (c) the balance deposit of Ringgit Malaysia Two Million Eight Hundred and Eighty Thousand (RM2,880,000.00), which has been paid by the Purchaser upon the execution of the SPA; and the balance purchase price of Ringgit Malaysia Thirty Two Million Four Hundred Thousand (RM32,400,000.00), which shall be paid by the Purchaser to TIM s solicitors as stakeholders on or before the expiry of three (3) months from the date of the SPA ( the Completion Period ) with an extension of one (1) month provided that the Purchaser shall pay to TIM interest at the rate of eight per cent (8%) per annum on the sum remaining unpaid at the expiry of the Completion Period calculated on a day to day basis until actual payment is received. 2

5 2.4 Basis of arriving at the Purchase Price The Purchase Price was arrived at on a "willing buyer willing seller" basis, negotiated between TIM and the Purchaser, and after taking into consideration the net book value of the Property, its market value and location. 2.5 Proposed Utilisation of Proceeds The proceeds from the Proposed Disposal will be used for working capital purposes. There is no specific timeframe for full utilisation of the sale proceeds as such proceeds are to be utilised as working capital and is on an on-going basis. 2.6 No Liabilities Assumed There are no liabilities to be assumed by the Purchaser arising from the Proposed Disposal in accordance with the terms of the SPA. 2.7 Original Cost of Investment The Property was acquired by TIM at an approximate cost of Ringgit Malaysia Ten Million Four Hundred Thousand (RM10,400,000.00) on 8 September There was a subsequent upward revaluation of the Property on 2 November 1999 by an amount of Ringgit Malaysia Thirteen Million Six Hundred and Twenty Three Thousand (RM13,623,000.00), thus resulting in the property to be valued at Ringgit Malaysia Twenty Four Million and Twenty Three Thousand (RM24,023,000.00). 2.8 Financial Information on the Property The net book value of the Property as at 31 December 2009 stood at Ringgit Malaysia Twenty Million Five Hundred and Ninety Three Thousand (RM20,593,000.00). A valuation was carried out on the Property by CH Williams Talhar & Wong on 7 October 2009 and a valuation report on the Property was produced by CH Williams Talhar & Wong for the Company for its consideration. The "Computation Method" of valuation was adopted by CH Williams Talhar & Wong in arriving at the market value of the Property. As at the valuation date 7 October 2009, the market value of the Property is Ringgit Malaysia Twenty Seven Million One Hundred and Fifty Thousand (RM27,150,000.00). 3.0 RATIONALE FOR THE PROPOSED DISPOSAL The Property has not been in use for operations since 1 April

6 4.0 EFFECTS OF THE PROPOSED DISPOSAL ON BATM 4.1 Share Capital and Shareholdings of Substantial Shareholders The Proposed Disposal will not have any effect on the issued and paid-up share capital of BATM and the shareholdings of the substantial shareholders in BATM. 4.2 Earnings Per Share, Net Assets Per Share and Gearing Based on the audited financial statements for the year ended 31 December 2009, the Proposed Disposal will not have any material impact on the earnings per share, net assets per share and gearing of BATM. 5.0 EXPECTED GAINS OR LOSSES TO BATM AND ITS SUBSIDIARIES ( THE GROUP ) Upon the completion of the Proposed Disposal, there will be an expected gain of Ringgit Malaysia Fifteen Million Five Hundred Thousand (RM15,500,000.00) to the Group. 6.0 APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of BATM and/or any relevant government authorities. 7.0 ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the parties expect to complete the Proposed Disposal by the 4th quarter of HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 8.2%. 9.0 DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS None of the directors and/or major shareholders of BATM and/or persons connected to them have any interest, direct and/or indirect, in the Proposed Disposal. 4

7 10.0 DIRECTORS' STATEMENT The Board of Directors of BATM, having considered all aspects of the Proposed Disposal is of the opinion that the Proposed Disposal is in the best interest of the Group DOCUMENT AVAILABLE FOR INSPECTION The SPA, the valuation report by CH Williams Talhar & Wong, and other relevant documents are available for inspection at the registered office of BATM at Virginia Park, Jalan Universiti, Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except Public Holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 8 October