Related Party Transactions on Sale of Shop-Office Unit to Person Related to Directors and Major Shareholders

Transcription

1 ANNOUNCEMENT SUBJECT: TRANSACTION (CHAPTER 10 OF LISTING REQUIREMENTS) GABUNGAN AQRS BERHAD ("GBGAQRS" OR THE COMPANY") Related Party Transactions on Sale of Shop-Office Unit to Person Related to Directors and Major Shareholders (Unless otherwise stated, the terms used herein shall have the same meaning as defined in the announcement dated 30 September 2014) 1. Introduction Further to GBGAQRS s announcement dated 30 September 2014 in relation to the SPA entered into between Prestige Field Development Sdn Bhd (Company No M) ( PFDSB ), a 52%-owned subsidiary of the Company, with various related parties on 30 September 2014 for the sale of one (1) unit of 4-storey shop-office under PFDSB s development project known as The Avenue in Kinrara Uptown, Puchong, Selangor Darul Ehsan ( said Unit ), the Board of Directors of the Company ( Board ) wishes to announce that all the four (4) transactions mentioned therein the said announcement namely, Transactions 1, 2, 3 and 4 (related parties : Ng Chun Kooi, Ow Chee Cheoon, Dato Azizan bin Jaafar and Bernard Lim Soon Chiang) have on even date been terminated upon the requests made by the said related parties vide the execution of a Deed of Mutual Termination dated 9 January 2015 ( Termination of Transactions ). The Termination of Transactions does not have any material effect on the net assets ( NA ) per share and earnings per share of GBGAQRS for the financial year ending 31 December Related Party Transactions on Sale of Shop-Office Unit to Person Related to Directors and Major Shareholders In consequence to the Termination of Transactions, the Board wishes to announce pursuant to Paragraph 10.08(1) of the Main Market Listing Requirements ( MMLR ) of Bursa Malaysia Securities Berhad that PFDSB has on 9 January 2015 entered into a fresh Sale and Purchase Agreement ( Sale and Purchase Agreement ) with Ganjaran Gembira Sdn Bhd (Company No M) of D-33-G, Blok D, Jalan Teknologi 3/9, Bistari De Kota, Kota Damansara, PJU 5, Petaling Jaya, Selangor Darul Ehsan ( GGSB ) for the sale of the said Unit (hereinafter referred to as Sale or Transaction 1 ). Albeit being a fresh Sale and Purchase Agreement, the Sale is entered into with the same terms and conditions as stipulated in the SPA. The directors and major shareholders of GGSB are Ow Chee Cheoon, Dato Azizan bin Jaafar and Bernard Lim Soon Chiang. The particulars of the related parties in the Sale ( Related Parties ) are as follows:- Related Parties Relationship Descriptions of the said Unit Transaction 1 GGSB Directors and major shareholders of the Company namely, Ow Chee Cheoon, Dato Azizan bin Jaafar and Bernard Lim Soon Chiang are deemed interested in GGSB vide Section 6A of the Companies Act, 1965 Selling Price (RM) Total Amount Transacted 1

2 Related Parties Relationship Descriptions of the said Unit Transaction 2 Ow Chee Cheoon Ow Chee Cheoon is an Executive Director and a major shareholder of the Company Selling Price (RM) Total Amount Transacted Transaction 3 Dato Azizan bin Jaafar Dato Azizan bin Jaafar is an Executive Director and a major shareholder of the Company Total Amount Transacted Transaction 4 Bernard Lim Soon Chiang Bernard Lim Soon Chiang is an Executive Director, the Chief Financial Officer and a major shareholder of the Company Total Amount Transacted 3. Details of The Avenue The Avenue comprises 177 units of 2-storey and 4-storey shop-offices. It is located in Kinrara Uptown and held under one (1) parcel of acres leasehold land expiring on 4 September 2112 in the Mukim of Petaling, District of Petaling, State of Selangor Darul Ehsan. The Avenue is easily accessible via the Bukit Jalil Highway and Maju Expressway. The built-up areas of the The Avenue shop-offices range from 2,423 sq. ft. to 18,634 sq. ft. 4. Rationale of the Sale The Sale is in the ordinary course of business of PFDSB and hence, will generate revenue and cash flow for PFDSB as part of its property development activities. 5. Consideration 5.1 Basis and justification for the sale consideration The sale consideration for the said Unit is based on the selling prices as determined by PFDSB on terms and conditions not more favourable than those made available to the employees of the Company and its subsidiaries ( Group ) and the public. 5.2 Manner in which sale consideration will be satisfied The sale consideration will be satisfied by cash by GGSB based on the progress billings in accordance with the Sale and Purchase Agreement entered into. 5.3 Intended application of sale proceeds As part of the sales of the property development project, the sale consideration will contribute towards revenue and generate cash flow for the Group. 2

3 5.4 Original cost and expected gains or losses to the Group The sale of the said Unit which is part of the properties being developed and sold by PFDSB, is in the ordinary course of business of PFDSB. The original cost and expected gains or losses arising thereof to the Group are therefore not applicable. 5.5 Liabilities to be assumed Save for the obligations owing to the end-financiers (if any), there are no other liabilities to be assumed by GGSB from the Sale. 5.6 Completion of the Sale Barring any unforeseen circumstances, the Sale is expected to be completed within three (3) months from the date of the Sale and Purchase Agreement. 6. Risk relating to the Sale The Sale is not expected to have any associated material risk factor except for the business risk commonly associated with sale of properties by property developers. 7. Financial effects of the Sale 7.1 Share capital and shareholdings of the substantial shareholders The Sale will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of the Company. 7.2 NA and NA per share The Sale is not expected to have any material effect on the NA and NA per share of the Company. 7.3 Earnings and earnings per share The Sale is expected to contribute towards the earnings and earnings per share of the Company. 7.4 Gearing The Sale does not bear any effect on the gearing of the Company. 8. Approvals required The Sale is not subject to the approval of shareholders of the Company but consent to transfer being obtained from the State Government of Selangor for the transfer of the said Unit to GGSB. 3

4 9. Percentage ratios The respective highest percentage ratios for Transactions 1, 2, 3 and 4 pursuant to Paragraph 10.02(g) of the MMLR based on the Audited Financial Statements of GBGAQRS as at 31 December 2013 are as follows:- Transactions Highest Percentage Ratios % % % % 10. Interested directors and major shareholders The particulars of the interested directors and major shareholders and person connected to them are as disclosed in Columns 1 and 2 of the table shown in paragraph 2 hereinabove. Save for the above, none of the other directors and major shareholders of the Company and persons connected with them has any interest, direct or indirect, in the Sale. 11. Total amount transacted with Related Parties for the preceding 12 months Taking into account the Termination of Transactions, there was no transaction entered into with the Related Parties for the preceding twelve (12) months. 12. Statement by the Audit Committee Having reviewed and taken into consideration all aspects of the Sale remaining the same as stipulated in the SPA, all members of the Audit Committee are of the opinion that the Sale is:- in the ordinary course of business, being part of PFDSB s property development activities and on terms not more favourable than those made available to the employees of the Group and the public; in the best interest of PFDSB and the Company; fair, reasonable and on normal commercial terms generally available to the public; and not detrimental to the interest of the minority shareholders as the sale consideration for the said Unit and terms of the Sale are applicable to all, including members of the public. 13. Directors statement The Board (save for Ow Chee Cheoon, Dato Azizan bin Jaafar and Bernard Lim Soon Chiang), having considered all aspects of the Sale remaining the same as stipulated in the SPA and the Audit Committee s recommendation, is of the opinion that the Sale is:- in PFDSB s ordinary course of business; in the best interest of PFDSB and the Company; fair, reasonable and on normal commercial terms; and not detrimental to the interest of the minority shareholders as the sale consideration for the said Unit and terms of the Sale are applicable to all, including members of the public. 4

5 14. Documents for inspection The Deed of Mutual Termination and Sale and Purchase Agreement, both dated 9 January 2015 are available for inspection at D-39-G, Blok D, Jalan Teknologi 3/9, Bistari De Kota, Kota Damansara, PJU 5, Petaling Jaya, Selangor Darul Ehsan on Mondays to Fridays (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement. This announcement is dated 9 January