LION INDUSTRIES CORPORATION BERHAD ( LICB OR THE COMPANY ) I. Proposed sale by Lion Metal Industries Sdn Bhd, a wholly-owned subsidiary of LICB, of a piece of leasehold land in Klang, Selangor Darul Ehsan measuring 3.23 hectares in area together with the buildings erected thereon ( Property ) to Yinson Corporation Sdn Bhd ( Yinson or the Purchaser ) for a sale consideration of RM45 million (excluding 6% Goods and Services Tax of RM2.70 million); and II. Proposed leaseback by Amsteel Mills Sdn Bhd, a 99%-owned subsidiary of LICB, of the Property from Yinson. 1. INTRODUCTION The Board of Directors of LICB ( Board ) wishes to announce that: (i) Lion Metal Industries Sdn Bhd ( LMI or the Vendor ), a wholly-owned subsidiary of the Company, had on 12 April 2017 entered into a sale and purchase agreement with Yinson ( SPA ) for the disposal of the Property to Yinson for a sale consideration of RM45 million (excluding 6% Goods and Services Tax ( GST ) of RM2.70 million) ( Sale Consideration ) ( Proposed Sale ); and (ii) Amsteel Mills Sdn Bhd ( AMSB or the Lessee ), a 99%-owned subsidiary of LICB, had on 12 April 2017 entered into a lease agreement with Yinson ( Lease Agreement ) for the lease of the Property from Yinson for a period of 5 years ( Lease Term ) with an option to renew the Lease Term for another term of 5 years ( Renewed Lease Term ) together with an option to purchase the Property during the Lease Term and the Renewed Lease Term ( Purchase Option ) ( Proposed Leaseback ). (The Proposed Sale and the Proposed Leaseback shall collectively be referred to as the Proposed Sale and Leaseback ). 2. INFORMATION ON THE PROPOSED SALE AND LEASEBACK 2.1 Information on the Property Legal Description : H.S.(D) 24277 P.T. 3501, Mukim of Kapar, District of Klang, Selangor Darul Ehsan Address : Lot 1, Jalan Waja, Kawasan Industri Bukit Raja, 41050 Klang, Selangor Darul Ehsan Property Type : An industrial premises comprising a 3-storey office building with an annexed single-storey factory, 2 blocks of single-storey factory and a guard house Tenure : 99-year leasehold expiring on 22 October 2088 Provisional Land Area : Approximately 3.23 hectares Registered Proprietor : LMI Category of Land use : Perusahaan Encumbrance : Save from the existing tenancies on the Property, the Property is free from all encumbrances Existing Use : Manufacturing of metal steel products and storing Approximate Age of the Buildings : 28 years 1
The Property recorded an audited revenue of RM1.43 million and profit after tax of RM1.57 million for the financial year ended 30 June 2016. The audited net book value of the Property was RM22.49 million as at 30 June 2016, inclusive of a revaluation surplus of RM13.21 million at LICB Group level. The Property was acquired by LMI on 22 August 1983 at the original cost of RM13.70 million. The plant and machineries which are located in the Property shall not form part of the Proposed Sale. 2.2 Information on Yinson Yinson was incorporated in Malaysia on 10 August 1973 as a private limited liability company under the Companies Act 2016. The issued and paid-up capital of Yinson is RM93,000,000 comprising 93,000,000 ordinary shares. The principal activities of Yinson are that of the provision of transport services and trading in construction materials. The directors of Yinson are Lim Han Weng, Adi Azmari Bin B.K. Koya Moideen Kutty, Bah Kim Lian and Lim Han Joeh. Yinson is wholly owned by Liannex Asia Pacific Sdn Bhd. 2.3 Basis and justification for the Sale Consideration The Sale Consideration was arrived at after taking into consideration the following: (a) (b) (c) the market value of the Property of RM45 million as appraised by PPC International Sdn Bhd, an independent registered valuer, using the market value as set out in the valuation report dated 14 July 2016 ( Valuation Report ); a premium of RM22.51 million or approximately 100% over the audited net book value of the Property as at 30 June 2016 of RM22.49 million; and the Proposed Leaseback of the Property, including the Purchase Option. 2.4 Payment terms for the Proposed Sale and Leaseback Set out below are the payment terms for the Sale Consideration: RM 000 Timing Sale Consideration 45,000 Upon completion of the SPA ( Completion Date ), the Purchaser shall be deemed to have paid to the Vendor the Sale Consideration by offsetting the same against the Outstanding Trade Debts # (as defined herein below). 6% GST ( GST 2,700 Subject to the Purchaser s receipt of tax invoice from Sum ) the Vendor, the Purchaser shall pay the GST Sum to the Vendor or the Vendor s solicitors upon the Completion Date. Total 47,700 2
Note: # As at 31 March 2017, the total outstanding trade debts owing by AMSB to the Purchaser arising from various supply transactions where the Purchaser has supplied steel scrap metals to AMSB ( Outstanding Trade Debts ) is approximately RM83 million. 2.5 Salient terms of the SPA The salient terms of the SPA in relation to the Proposed Sale include, inter alia, the following: (i) (ii) Save for the existing tenancies on the Property, the Purchaser shall acquire the Property free from all encumbrances. The Purchaser agrees to grant and the Lessee agrees to take a lease of the Property commencing on the Completion Date upon the terms and subject to the conditions set out in the Lease Agreement. (iii) The Proposed Sale is conditional upon the conditions precedent set out in Section 5 being satisfied within a period of 4 calendar months from the date of execution of the SPA or such extended period as may be agreed in writing between the parties ( Conditional Period ). (iv) (v) (vi) The Lease Approval (as defined herein under Section 5) shall be automatically waived in the event the Lease Approval cannot be obtained during the Conditional Period and shall be dealt with in accordance with the terms and conditions in the Lease Agreement. The Sale Consideration shall be utilised to partially set off the Outstanding Trade Debts owing by AMSB to the Purchaser upon the Completion Date. The Purchaser shall bear the GST sum, stamp duty and registration fees payable for the transfer of the Property, and the Vendor shall bear the real property gains tax in respect of the sale of the Property, the registration fees payable in respect of and incidental to the Transfer Approval (as defined herein under Section 5) and the Lease Approval. 2.6 Salient terms of the Lease Agreement The salient terms of the Lease Agreement in relation to the Proposed Leaseback include, inter alia, the following: (i) (ii) (iii) The Purchaser agrees to grant and AMSB agrees to take the lease of the Property commencing on the Completion Date of the SPA ( Commencement Date ). The Lessee shall pay to Yinson a monthly lease rental of RM187,500 ( Lease Rental ) in advance, which is calculated at the rate of 5% of the Sale Consideration per annum, due on the 1st day of each calendar month ( Rental Due Date ) and payable within 7 days from the Rental Due Date. If the Lessee defaults in payment of the Lease Rental, the following default rental rate shall apply: (a) overdue > 1 month, RM225,000 per month, which is calculated at the rate of 6% of the Sale Consideration per annum, from the 2nd month onwards; 3
(b) overdue > 3 months, RM262,500 per month, which is calculated at the rate of 7% of the Sale Consideration per annum, from the 4th month onwards; (c) overdue > 6 months, RM337,500 per month, which is calculated at the rate of 9% of the Sale Consideration per annum, from the 7th month onwards; and (d) once the outstanding Lease Rental and the default rental are duly settled by the Lessee, the normal Lease Rental rate shall resume. (iv) (v) (vi) A security deposit of RM375,000, which is equivalent to 2 months of the Lease Rental, shall be paid to Yinson upon the Commencement Date. Yinson grants to the Lessee an option to renew the Lease Term for another 5 years ( Lease Renewal ) with the last day to exercise falling on the last day of the 6th month before the expiry of the Lease Term provided that there is no outstanding Lease Rental owing by the Lessee to Yinson upon the Lease Renewal. Yinson grants to the Lessee the Purchase Option to be exercised at any time during the Lease Term with the last day to exercise falling on the last day of the 57th month from the Commencement Date or during the Renewed Lease Term with the last day to exercise falling on the last day of the 117th month from the Commencement Date. In this respect: (a) the Lessee is entitled to nominate a nominee to purchase the Property (subject to prior written consent of Yinson being obtained if the nominee is not a member of the Lion Group of Companies); (b) in the event the Lessee is in default of payment of the Lease Rental for a continuous period of 6 months, the Purchase Option must be exercised by the Lessee and the Lessee shall settle all outstanding sum due and payable to Yinson, failing which the Purchase Option shall automatically lapse; (c) the parties agree that the exercise price of the Purchase Option ( Exercise Price ) shall be calculated based on an annual escalation rate of 1% (during the Lease Term) and 2% (during the Renewed Lease Term) of the Sale Consideration respectively; and (d) in the event the Lessee exercises the Purchase Option prior to the end of each year during the Lease Term or the Renewed Lease Term, Yinson shall grant a rebate of 0.25% for each quarter (during the Lease Term) and 0.50% for each quarter (during the Renewed Lease Term) of the applicable Exercise Price. (vii) All costs and expenses including stamp duties and registration fees in respect of the registration of the Lease Agreement shall be borne by the Lessee. 2.7 Proposed utilisation of proceeds The Sale Consideration shall be utilised to partially set off the Outstanding Trade Debts owing by AMSB to the Purchaser upon the Completion Date. 2.8 Liabilities to be assumed by Yinson There is no liability, including contingent liabilities and guarantees, to be assumed by Yinson arising from the Proposed Sale and Leaseback. 4
2.9 Estimated gain or loss The Proposed Sale and Leaseback is not expected to give rise to any gain or loss to the LICB Group as the transaction is a finance lease. 3. RATIONALE FOR THE PROPOSED SALE AND LEASEBACK The Proposed Sale and Leaseback enables the LICB Group to unlock the value of its fixed assets by transacting the Property after taking into consideration the prevailing market value in order to partially settle the Outstanding Trade Debts owing by AMSB to Yinson of approximately RM83 million as at 31 March 2017. The Proposed Leaseback will ensure that the on-going business operations of AMSB are not disrupted and its operations will continue at the Property as usual. In addition, the Purchase Option gives the LICB Group an opportunity to buy back the Property from Yinson based on the agreed Exercise Price during the exercise period of 5 years with an option for extension for another 5 years. 4. EFFECTS OF THE PROPOSED SALE AND LEASEBACK 4.1 Share Capital and Substantial Shareholders Shareholdings There will be no effect on the issued and paid-up capital of LICB and the substantial shareholders shareholdings in LICB as the Proposed Sale and Leaseback does not involve the issuance of new shares by LICB. 4.2 Earnings per Share ( EPS ) The Proposed Sale and Leaseback is not expected to have a material impact on the earnings and EPS of the LICB Group for the financial year ending 30 June 2017. 4.3 Net Assets per Share On a proforma basis, the Proposed Sale and Leaseback is not expected to have a material impact on the NA and NA per share of the LICB Group based on the audited consolidated statement of financial position of LICB as at 30 June 2016. 4.4 Gearing On a proforma basis, the Proposed Sale and Leaseback is expected to increase the gearing of the LICB Group from 0.04 times to 0.07 times based on the audited consolidated statement of financial position of LICB as at 30 June 2016. 5
5. APPROVALS REQUIRED OF THE PROPOSED SALE AND LEASEBACK The Proposed Sale and Leaseback does not require the approval of the shareholders of LICB. The Proposed Sale and Leaseback is conditional upon the following approvals being obtained and conditions being fulfilled: (i) (ii) (iii) (iv) (v) the Purchaser obtaining the written confirmation of the Economic Planning Unit, Prime Minister's Department ("EPU") confirming that the approval of EPU is not required in respect of the acquisition of the Property by the Purchaser from the Vendor; the Vendor obtaining the consent from the State Authority of Selangor for the transfer of the Property to the Purchaser ( Transfer Approval ); the Vendor obtaining the consent from the State Authority of Selangor for the lease of the Property to the Lessee ( Lease Approval ); the completion of a due diligence exercise in respect of the Property to be carried out by the Purchaser; and any other relevant authorities approval (if required). 6. TIMEFRAME FOR SUBMISSION TO THE AUTHORITIES Applications to the relevant authorities in relation to the Proposed Sale and Leaseback are expected to be made within 3 months from the date of this announcement. 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and major shareholders of the Company and/or persons connected with them has any interest, direct or indirect, in the Proposed Sale and Leaseback. 8. STATEMENT BY THE BOARD The Board, after having considered all relevant aspects of the Proposed Sale and Leaseback, is of the opinion that the Proposed Sale and Leaseback is in the best interest of the LICB Group. 9. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED SALE AND LEASEBACK Barring any unforeseen circumstances and subject to the fulfilment of all the conditions precedent, the Proposed Sale is expected to be completed by the third quarter of 2017 pursuant to the terms of the SPA. The Proposed Leaseback will commence upon the Completion Date for a lease period of 5 years with an option to renew for another 5 years. 6
10. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED SALE AND LEASEBACK The highest percentage ratio applicable to the Proposed Sale and Leaseback pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 6.06%. 11. DOCUMENTS AVAILABLE FOR INSPECTION A copy each of the SPA and the Lease Agreement both dated 12 April 2017 and the Valuation Report dated 14 July 2016 are available for inspection by the shareholders of LICB at the Registered Office of the Company at Level 14, Lion Office Tower, No. 1 Jalan Nagasari, 50200 Kuala Lumpur from Mondays to Fridays (except for public holidays) during normal business hours for a period of three months from the date of this announcement. 7