ASDION BERHAD ( ASDION OR THE COMPANY ) - PROPOSED ACQUISITION OF A VACANT LAND HELD UNDER INDIVIDUAL TITLE GERAN NO. 3906 LOT NO. 22 IN THE PEKAN KEMASIK, DISTRICT OF KEMAMAN AND STATE OF TERENGGANU FOR A CASH CONSIDERATION OF RM2,300,000.00 BY ASDION PROPERTY MANAGEMENT SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY 1. INTRODUCTION The Board of Directors of Asdion ( Board ) wishes to announce that Asdion Property Management Sdn. Bhd., a wholly-owned subsidiary of the Company ( APM or the Purchaser ), has on 28 November 2016 entered into a Sale and Purchase Agreement ( SPA ) with Objektif Mahir (M) Sdn. Bhd. ( Vendor ) for the proposed acquisition of a vacant land held under individual title Geran No. 3906 Lot No. 22 in the Pekan Kemasik, District of Kemaman and State of Terengganu ( the Land ) for a cash consideration of RM2,300,000.00 (Ringgit Malaysia Two Million Three Hundred Thousand Only) ( Purchase Consideration ) ( Proposed Land Acquisition ). Further details on the Proposed Land Acquisition are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED LAND ACQUISITION 2.1 Information of the Vendor The Vendor is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 13 October 1992 and having its registered address at K-7240. 1st Floor, Jalan Jakar, Kemaman, Terengganu. The authorised share capital of the Vendor is RM500,000 divided into 500,000 ordinary shares of RM1.00 each and issued and paid up share capital is RM500,000 divided into 500,000 ordinary shares of RM1.00 each. The principal activity of the Vendor is property development and development. The Directors and shareholders of the Vendor are Lim Kim Hong and Lim Mun Yee together with their respective shareholding of 250,000 shares each. 2.2 Information of the Purchaser APM is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 18 May 2016 and having its registered address at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan. The authorised share capital of APM is RM400,000.00 divided into 400,000 ordinary shares of RM1.00 each and the issued and paid up share capital is RM2 divided into 2 ordinary shares of RM1.00 each. The principal activity of APM is property investment. The Directors of APM are Mr. Low Jyh Sing and Dato Hj. Zulkifli Bin Hj. Alias. APM is a wholly-owned subsidiary of Asdion.
2.3 Information of the Land The details of the Land are as follows:- Description of the Land Registered owner Existing usage Area Tenure : Vacant land held under individual title Geran No. 3906 Lot No. 22 in the Pekan Kemasik, District of Kemaman and State of Terengganu : Objektif Mahir Sdn. Bhd. (Company No. 250417-P) : Vacant land : 4608.3573 square meter : Freehold 2.4 Basic of arriving the Purchase Consideration The Purchase Consideration was arrived at based on negotiations between the Vendor and the Purchaser on a willing-buyer willing-seller basis after taking into consideration, the following:- 1. the valuation dated 23 November 2016 carried out by Messrs. Henry Butcher Malaysia (Kuantan) Sdn Bhd ( Messrs. Henry Butcher ), an independent registered valuer indicating the market value of the Land of RM2,300,000.00; 2. Messrs. Henry Butcher has adopted the Comparison Method in formulating their opinion of the Market Value of the subject property. This approach is the Market Approach of Comprising the subject property with similar properties that were either transacted recently or listed for sale within the same location or other comparable localities. In comparing properties, due consideration is given to factors such as location, size, improvements and amenities, time element and other relevant factors to arrive at their opinion of value; 3. Messrs. Henry Butcher is further informed that the valuation carried out by them has been made in conformity with the Malaysian Valuation Standard laid down by the Board of Valuers, Appraisers and Estate Agents, Malaysia; 4. the existing condition of the Land; and 5. the location and the prospect of the Land for future development. Considering the above, the Company is of the opinion that the Purchase Consideration of RM2,300,000.00 is therefore fair. The purchase consideration be payable in the following manner:- (i) RM600,000/- ( the Deposit ) already paid by the Purchaser to the Vendor and/or the Solicitors as deposit and part payment of the Purchase Price the Vendor hereby sells and the Purchaser hereby purchases the said Land free from all encumbrances whatsoever and
with vacant possession for the total Purchase Price upon the terms and conditions hereinafter contained; (ii) The balance of the Purchase Price shall be paid by the Purchaser to the Vendor within three (3) months from the date of the SPA (hereinafter called the Completion Date ). In the event the Purchaser shall fail to pay the Balance Purchase Price within the Completion Date, the Vendor shall grant to the Purchaser an extension of a further period of one (1) month to enable the Purchaser to pay the said Balance Purchase Price. The Completion Date shall unless otherwise mutually agreed upon by the parties hereto in writing all payments shall be effected at the office of the Solicitors. 2.5 Salient terms of the SPA The salient terms of the SPA include inter-alia, the following:- a. The Purchase Consideration will be satisfied by APM in the following manner:- i. Refundable Earnest Deposit amounting to RM600,000 upon signing of the SPA; ii. Balance of the Purchase Consideration to be paid on the completion date. b. The Subject Property is sold free from all encumbrances, charges, claims, caveats, liens and equities whatsoever with vacant possession or legal possession (where applicable), subject to all conditions of title, restrictions-in-interest, whether express or implied affecting the same and upon terms and conditions in the SPA. 2.6 Liabilities to be assumed by the Purchaser There is no liability, including any contingent liability and guarantee, to be assumed by the Purchaser pursuant to the Proposed Land Acquisition. 3. THE NET ASSETS AND NET PROFIT OF APM Amount (RM) Net assets 6,601 Net loss 6,603 4. RATIONALE FOR THE PROPOSED LAND ACQUISITION Asdion has diversified its business into property investment and development in March 2014 to, amongst others, broaden its earnings base. The Proposed Land Acquisition is part of the Group s strategy to acquiring suitable land banks with good development potential in strategic locations, which will provide an opportunity for Asdion embark of property development of residential and commercial properties.
5. SOURCE OF FUNDING The Purchase Consideration will be funded via the sales proceeds from the previous Disposal of Property which setout as table subsection (a) below.. Purpose of proceeds Original proposed utilisation of Disposal Consideration as set out in the circular dated 20 January 2015 Amount RM 000 (a) To fund future property development 4,000 project(s) (b) Acquisition of assets(s) / business(es) 1,500 (c) Repayment of bank borrowing 1,300 (d) Working capital 1,700 (e) Estimated expenses in relation to the Proposed Disposal 700 Total 9,200 6. RISK FACTORS The Group does not foresee any risk factors pertaining to the Proposed Land Acquisition except for the transactional risks pertaining to the Proposed Land Acquisition and certain risks inherent in the property development and construction industries such as changes in the general political, economic and regulatory conditions in Malaysia, competition from existing players and new entrants, shortage of labour force for project completion, shortage of supply and fluctuation in building materials, inflation, and changes in credit and interest rates conditions which may affects the financing expenses incurred and options available for external borrowing. Nonetheless, the Group shall ensure that the management will continuously seek to limit and mitigate these risks via prudent business and marketing strategies, continuous review and close monitoring of the Group s property development projects and cash flows position as well as to continuously improve efficiency of the Group s operation. 7. FINANCIAL EFFECTS OF THE PROPOSED LAND ACQUISITION 7.1 Share Capital The Proposed Land Acquisition will not have any effect on the issued and paidup share capital of the Company as the Proposed Land Acquisition does not involve issuance of new shares in the Company.
7.2 Substantial Shareholders Shareholding The Proposed Land Acquisition will not have any effect on the substantial shareholdings in Asdion as the Proposed Land Acquisition does not involve issuance of new shares in the Company. 7.3 Earnings and Earnings per share ( EPS ) The Proposed Land Acquisition is not expected to have material effect on the earnings and EPS of the Asdion Group for the financial year ending 31 March 2017. 7.4 Net Assets and Gearing The Proposed Land Acquisition is not expected to have any material effects on the net assets, gearing, earnings and earnings share of the Company and/or the Group. 8. ESTIMATED TIMEFRAME FOR COMPLETION The Balance Purchase Price shall be paid by the Purchaser to the Vendor within three (3) months from the date of this Agreement (hereinafter called the Completion Date ). In the event the Purchaser shall fail to pay the Balance Purchase Price within the Completion Date, the Vendor shall grant to the Purchaser an extension for a further period of one (1) month to enable the Purchaser to pay the said Balance Purchase Price. 9. HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio applicable to the Proposed Land Acquisition pursuant to Rule 10.02 (g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad is 11.39%. 10. APPROVALS REQUIRED The Proposed Land Acquisition is not subject to the shareholders approval of Asdion and/or any other relevant authorities/parties. The Proposed Land Acquisition is not inter-conditional upon each other. The Proposals are not conditional upon any other corporate proposals undertaken or to be undertaken by the Company. 11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors or major shareholders or person connected with them has any interest direct or indirect, in the Proposed Land Acquisition. 12. DIRECTORS RECOMMENDATION After having considered relevant aspects of the Proposed Land Acquisition (including the rationale, effects, prospects and risk factors as well as the terms of the SPA), the Board is of the opinion that the Proposed Land Acquisition is in the best interest of Asdion and is fair, reasonable and is not detrimental to the interest of the minority shareholders of Asdion.
13. DOCUMENTS FOR INSPECTION The following documents are available for inspection by the shareholders of Asdion at registered office of Asdion at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur during normal business hours From Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement:- a. The SPA; and b. The independent valuation report.