LAND & GENERAL BERHAD ( L&G or the COMPANY )

Transcription

1 LAND & GENERAL BERHAD ( L&G or the COMPANY ) PROPOSED ACQUISITION OF THE ENTIRE ISSUED AND PAID UP CAPITAL IN PEMBINAAN JAYA MEGAH SDN BHD ( PJMSB ) BY VICTORY VISTA SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF L&G 1. INTRODUCTION Pursuant to Paragraphs 9.19(23) and of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ), the Board of Directors of L&G ( the Board ) wishes to announce that Victory Vista Sdn Bhd ( M) ( the Purchaser ), a wholly owned subsidiary of L&G, has on 10 June 2015 entered into a conditional Shares Sale Agreement ( SSA ) with several shareholders (hereinafter referred to as the Vendors ) to acquire 1,000 ordinary shares of RM1.00 each in PJMSB, representing 100% of the equity interest in PJMSB ( Sale Shares ) from the Vendors for a total cash consideration of Ringgit Malaysia Ninety Million (RM90,000,000.00) ( Purchase Consideration ) ( Proposed Acquisition ). 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Proposed Acquisition The Proposed Acquisition entails the acquisition by the Purchaser of the Sale Shares from the Vendors for a Purchase Consideration of Ringgit Malaysia Ninety Million (RM90,000,000.00). The Proposed Acquisition is subject to the terms and conditions set out in the SSA, the salient terms and conditions of which are set out in Section of this Announcement Information on PJMSB PJMSB was incorporated in Malaysia on 15 July 1993 as a private company limited by shares under the Companies Act, The authorised share capital of PJMSB is RM100,000 comprising 100,000 ordinary shares of RM1.00 each and the issued and paid-up share capital of PJMSB is RM1, comprising 1,000 ordinary shares of RM1.00 each. PJMSB is currently undertaking alienation of acres of leasehold land in Mukim Bukit Raja, Daerah Petaling, Selangor Darul Ehsan ( Land ) from Pejabat Daerah Dan Tanah Petaling ( PTP ). On 5 November 2014, PTP has given its approval for the alienation of the Land and pursuant to the PTP approval, the leasehold period is 99 years and the expiry of the lease period is not yet not available pending completion of the alienation of the Land and issuance of land title(s). PJMSB has not commenced business operation and has reported deficits in shareholders funds of RM35, and net liabilities of RM35, based on PJMSB s latest audited financial statements for the financial year ended 30 September

2 The directors of PJMSB are YAM Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj ( YAM Tengku Sulaiman ), YAM Tengku Indera Setia Tengku Datuk Seri Ahmad Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj (alternate director to YAM Tengku Sulaiman), Dato Hui Kim Poh@Ee Kim Fou, Dato Hui Swee Leong, Hui Swee Kuan and Hui Swee Ho Information on the Purchaser Victory Vista Sdn Bhd ( M)( VVSB ), is a newly incorporated whollyowned subsidiary of L&G as announced on 22 May The authorised share capital of VVSB is RM400,000 comprising 400,000 ordinary shares of RM1.00 each and the issued and paid-up share capital of VVSB is RM2.00 comprising 2 ordinary shares of RM1.00 each. The Directors of VVSB are Mr Low Gay Teck and Encik Ferdaus Mahmood Information on the Vendors YAM Tengku Sulaiman Shah Al-Haj Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Al-Haj owns 30% of the Sale Shares, and Dato Hui Swee Seong, Dato Hui Swee Teck, Dato Hui Swee Leong, Hui Swee Kuan, Hui Swee Huat, Hui Swee Fun, Hui Swee Cheng, Hui Swee Kuen, Hui Swee Lay, and Hui Swee Ho (hereinafter referred to as the Hui Family ) collectively own 70% of the Sale Shares Salient terms of the SSA Agreement to sell and to purchase Subject to the provisions of the SSA, the Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Shares free from all encumbrances together with all rights, title and interests in respect of the Sale Shares but excluding any benefits, dividends or other distributions which have been declared, paid or distributed subsequent to the date of the SSA but prior to the Completion Date Satisfaction of Purchase Consideration The Purchase Consideration for the Sale Shares will be satisfied by cash upon completion of the matters as set out below. The Purchaser and the Vendors have agreed that the Purchase Consideration shall be payable and settled in the following manner: Upon the execution of the SSA, the Purchaser shall pay the sum of 10% of the Purchase Consideration ( Deposit ) as follows:- (a) Ringgit Malaysia Six Million Three Hundred Thousand (RM6,300,000.00) only to the Vendors solicitors as stakeholders - 2 -

3 representing 7% of the Purchase Consideration as deposit and part payment ( Remaining Deposit ); and (b) Ringgit Malaysia Two Million Seven Hundred Thousand (RM2,700,000.00) only to the Purchaser s solicitors as stakeholders representing 3% of the Purchase Consideration as deposit. (c) Upon fulfilment of the conditions as stated under Section (b), (c) and (d) of this announcement, the alienation premium shall be paid concurrently by the following parties two (2) weeks before the expiry of the period permitted for the alienation premium to be paid (as stated in the Form 5A ) or where the period permitted for the alienation premium to be paid (as stated in the Form 5A) is in a tier form, then two (2) weeks before the expiry of the first (1 st ) tier :- (a) (b) the Vendors solicitors shall release Remaining Deposit to PTP as part payment of the alienation premium; and the Purchaser shall pay to PTP the amount equivalent to the Purchaser s Advances (as defined in Section (b) of this Announcement) being the balance payment due to PTP arising from the alienation premium; and on the Premium Payment Date (as defined hereunder), the Purchaser shall be deemed to have waived the Conditions Precedent as set out under Section (a) of this announcement, if the same has not been fulfilled by the Purchaser on the Premium Payment Date and the SSA shall be deemed to have become unconditional. Subject Always that upon the payment of the full alienation premium to PTP ( Premium Payment Date ), the Vendors undertake to extract the qualified title or qualified titles (as the case may be) from PTP within a period of six (6) months from the Premium Payment Date (or such extended period or periods as is/are granted by the Purchaser regardless of the fact that the extended period or periods was/were not requested by the Vendors)( Extraction Period ). Upon the Vendors receipt of the qualified title or qualified titles (as the case may be), the Vendors shall immediately deposit the same with the Purchaser s solicitors as stakeholders. The date on which the qualified title or qualified titles (as the case may be) are received by the Purchaser s solicitors shall be known as the Title Receipt Date ; and Subject Further that upon issuance of the qualified title or qualified titles (as the case may be) from PTP, the Vendors shall immediately notify the Purchaser of the same and the Purchaser shall immediately be authorized to lodge a private caveat over the Land which shall only be withdrawn upon the lawful termination of the SSA. In the event the original Form 5A is issued and received by the Purchaser s solicitors before the Vendors are able to comply with the - 3 -

4 Conditions Precedent as set out under Section (d) of this announcement, then Vendor shall be solely responsible to make the full payment towards satisfaction of the alienation premium in which instance:- (i) the Vendors solicitors shall not release the Remaining Deposit to PTP as part payment of the alienation premium; and (ii) the Purchaser shall not be under any duty to pay to PTP the amount equivalent to the Purchaser s Advances being the balance payment due to PTP arising from the alienation premium, AND thereafter the Vendors shall expeditiously comply with the Conditions Precedent to be complied with by the Vendors within the stipulated timeframe pursuant to the SSA and notify the Purchaser in writing once the Conditions Precedent have been complied with by the Vendors Conditions Precedent The sale and transfer of the Sale Shares are conditional upon the fulfilment of the following conditions within the stipulated timeframe:- (a) (b) (c) (d) the satisfactory legal and financial/accounting due diligence on PJMSB pursuant to a legal, financial and accounting due diligence exercise to be conducted by the Purchaser at the Purchaser s own costs and expenses; the Vendors forwarding to the Purchaser within a period of six (6) months from the date of the SSA (with a further automatic extension of Three (3) months thereof) a copy of the Form 5A ( Form 5A Delivery Period ); the date of receipt by the Vendors from the Purchaser or the date of receipt by the Purchaser from the Vendors, whichever is the later, of a written confirmation that the Vendors or the Purchaser as the case may be are agreeable to the alienation premium amount which written confirmation shall be given not later than within one (1) month of the Purchaser s solicitor s receipt of a copy of the Form 5A; and the receipt by the Purchaser of a letter of unconditional release each from the architect, engineer and all other consultants engaged by the Vendors. In amplification and not derogation of Section (c) above and for the avoidance of doubt, it is agreed by the parties that either party shall be entitled to reject the Form 5A if the Alienation Premium is more than Ringgit Malaysia Twenty Million (RM20,000,000.00) by providing a written notice not later than one (1) month of the Purchaser s solicitor s receipt of a copy of the Form 5A that the party concerned is not agreeable with the alienation premium, whereupon the SSA shall terminate and the Vendors shall within fourteen (14) days of the - 4 -

5 date of the notice refund all monies paid (including the Interest) to the Purchaser in exchange for all documents which have been deposited with the Purchaser s solicitors failing which late payment interest of ten per cent (10%) per annum shall be payable by the Vendors to the Purchaser on the amount remaining unpaid calculated on a daily rest basis. For the avoidance of doubt, the parties to the SSA agree that in the event the alienation premium is :- (a) (b) Ringgit Malaysia Fifteen Million (RM15,000,000.00) and below neither party shall have the right to reject the Form 5A; or above Ringgit Malaysia Fifteen Million (RM15,000,000.00) but not exceeding Ringgit Malaysia Twenty Million (RM20,000,000.00) neither party shall have the right to reject the Form 5A and further the sum in excess of Ringgit Malaysia Fifteen Million (RM15,000,000.00) to Ringgit Malaysia Twenty Million shall be treated as the Shared Premium [being the top-up difference between the alienation premium and the Vendors Contribution which contribution shall be to a maximum of Ringgit Malaysia Fifteen Million (RM15,000,000.00) and be paid between the Vendors on the one part and the Purchaser on the other part on an equal sharing (50/50) basis] Completion Date A date within a period of three (3) months from the unconditional date or the Title Receipt Date, whichever is the later, unless extended further by mutual agreement of the Vendors and the Purchaser Parties Obligations on Completion Date On Completion Date, the statutory records, books and documents including transfer instruments of the Sale Shares as stipulated in the SSA shall be handed over to the Purchaser in exchange for the Balance Purchase Consideration as referred under Section of this Announcement Balance Purchase Consideration On the Completion Date, the Purchaser shall pay to the Vendors solicitors, the balance of the Purchase Consideration ( Balance Purchase Consideration ) to be calculated as follows:- Purchase Consideration Less (minus) (a) the Deposit; (b) the Purchaser s Advances [the amount being the difference between Alienation Premium and the Remaining Deposit, such amount (forming part of the Purchase Consideration) which is to be advanced by the Purchaser to PTP to secure the release of the qualified title (or qualified titles, as the case may be) for the Land pursuant to the Form 5A]; - 5 -

6 and (c) the amount equivalent to fifty per cent (50%) of the Shared Premium (for the avoidance of doubt, the Shared Premium shall at all times be paid equally between the Vendors on the one part and the Purchaser on the other part on an equal sharing (50/50) basis); PROVIDED ALWAYS that in the event the Conditions Precedent of the SSA are satisfied, all monies paid by the Purchaser shall constitute and form part of the Purchase Consideration and subject further that in the event the Conditions Precedent of the SSA are not satisfied, all monies paid by the Purchaser including the Interest shall be refunded to the Purchaser within 14 (fourteen) days of the expiry of the Conditional Period failing which late payment interest of ten per cent (10%) per annum shall be payable by the Vendors on the amount remaining unpaid calculated on a daily rest basis Termination The Vendors and the Purchasers have the rights to terminate the SSA, if, before or on the Completion Date: a) there is a breach of any representation or statement made in the SSA; b) there is a breach of any material terms or conditions of the SSA or a failure to perform or observe any material understanding, obligation or agreement in the SSA; c) in the case of Purchaser, a petition for winding up is presented against the Purchaser; d) in the case of Purchaser, an administrators, a receiver and/or manager is appointed by the Court or pursuant to any statute or regulation or by any creditor pursuant to a debenture or any other security document in favour of such creditors over the undertaking, assets and properties of the Purchaser or any part of the Purchaser s assets and properties; e) in the case of Vendors, a petition or bankruptcy is presented against any of the Vendors, where any of the default is capable of being remedied and is not remedied within fourteen (14) days from the date of receipt of notification as prescribed under the SSA, both parties shall have the rights to terminate the SSA under the provisions of the SSA. In the event the qualified title(s) is/are not delivered to the Purchaser s Solicitors within the Extraction Period then the SSA will terminate on the date next after the Extraction Period whereupon the Vendors shall within fourteen (14) days after the Extraction Period refund all monies (including the Interest) which have been paid by the Purchaser under the SSA in exchange for the withdrawal of Private Caveat forms failing which late payment interest of ten per cent (10%) per annum shall be payable by the Vendors to the Purchaser on the amount remaining unpaid calculated on a daily rest basis. After this exchange and payment of the late interest (if any), no Party shall have any further obligation to buy or sell the Sale Shares

7 Specific Performance Only the Purchaser shall be entitled to the rights of specific performance against the Vendors under the provisions of the SSA and it was hereby mutually agreed that in the event of the Purchaser exercising its right to specific performance, an alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for the Vendors default in the performance of the terms and conditions of the SSA. 3. BASIS AND JUSTIFICATION IN ARRIVING AT PURCHASE CONSIDERATION The Purchase Consideration of Ringgit Malaysia Ninety Million (RM90,000,000.00) was arrived at on a willing buyer-willing seller basis after taking into consideration the market valuation of the Land, which is a major component of PJMSB s asset, by PA International Property Consultants Sdn Bhd ( PA ), an independent firm of valuers, in its valuation letter dated 1 June 2015 ( Valuation Letter ). PA had taken into consideration factors such as type of land usage, locality, land area, tenure and physical condition of the Land in forming their opinion on the market value of the Land. PA had adopted Comparison Method of Valuation to determine the present market value of the Land, where comparison was made with similar properties that have been sold recently and those that currently being offered for sale in the vicinity or other comparable localities. The characteristics, merits and demerits of these properties are noted and appropriate adjustments thereof were then made to arrive at the value of the Land. 4. SOURCES OF FUNDING The Purchaser intends to finance the Purchase Consideration through internally generated funds, advances from L&G, and/or external bank borrowings. The exact mix of internally generated funds, advances from L&G, and/or bank borrowings will be decided by the Management at a later date. 5. RATIONALE AND BENEFITS FOR THE PROPOSED ACQUISITION The Proposed Acquisition will expand the land bank of the L&G Group to facilitate future development projects and will contribute positively to the future earnings and cash flows of the L&G Group in line with the core business of the L&G Group. The Land is intended to be developed as a residential and commercial development. 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 Issued and paid-up share capital The Proposed Acquisition is not expected to have any effect on the issued and paid-up share capital of L&G as the Proposed Acquisition does not involve any issuance of new securities by L&G

8 6.2 Net Assets ( NA ) per share and gearing Barring any unforeseen circumstances, the Proposed Acquisition, if implemented, is not expected to have any immediate material impact on the NA per share of the L&G Group for the financial year ending ( FYE ) 31 March However, it is expected to enhance the NA per share of the L&G Group through the contribution in earnings in the future financial years when development on the Land is undertaken and residential and commercial units are sold progressively. The effect of the Proposed Acquisition on the gearing of the L&G Group will be dependent on the funding mix and timing of utilisation of bank borrowings to finance the Proposed Acquisition and the future development. 6.3 Substantial shareholders shareholdings The Proposed Acquisition is not expected to have any effect on the substantial shareholders shareholdings of L&G as the Proposed Acquisition does not involve any issuance of new securities by L&G. 6.4 Earnings and Earnings per Share ( EPS ) Barring any unforeseen circumstances, the Proposed Acquisition is not expected to have any immediate material impact on the earnings and EPS of the L&G Group for the FYE 31 March 2016 as the Proposed Acquisition is expected to be completed by the second quarter of calendar year 2016 i.e. first quarter of FYE However, the potential future earnings contribution arising when development commences will enhance the earnings and EPS of the L&G Group. 7.0 RISK FACTORS Apart from the risks relating to the completion of the SSA and timely completion of the Proposed Acquisition, the Proposed Acquisition will not expose L&G Group to any other new business and operational risks. The risks associated to the future development are not entirely new risks to be faced as property development is already one of the businesses of the L&G Group. 8.0 INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, major shareholders and/or persons connected to them has any interest, direct and/or indirect, in the Proposed Acquisition. 9.0 LIABILITIES, INCLUDING CONTINGENT LIABILITIES AND GUARANTEES TO BE ASSUMED L&G and/or the Purchaser will not assume any liabilities, including contingent liabilities and guarantees pursuant to the Proposed Acquisition

9 10.0 HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED ACQUISITION Pursuant to Paragraph 10.02(g) of the Listing Requirements, the highest percentage ratio applicable to the Proposed Acquisition is 18.68%, computed based on the Purchase Consideration as compared to the audited consolidated net assets of the L&G Group as at 31 March APPROVALS REQUIRED The Proposed Acquisition is not subject to approval from the shareholders of L&G DIRECTORS STATEMENT The Board, having considered the Proposed Acquisition including but not limited to rationale and justifications, financial effects, valuation and risks associated with the Proposed Acquisition as well as the prospects of the Land to be alienated (for future development), is of the opinion that the Proposed Acquisition is in the best interest of the L&G Group ESTIMATED TIMEFRAME FOR COMPLETION The Proposed Acquisition is expected to be completed by the second quarter of calendar year 2016 i.e. first quarter of FYE DOCUMENTS AVAILABLE FOR INSPECTION The SSA and Valuation Letter are available for inspection at the registered office of L&G at 8trium, Level 21, Menara 1, Jalan Cempaka SD 12/5, Bandar Sri Damansara, Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 10 June