ASIAN PAC HOLDINGS BERHAD ( APHB OR COMPANY ) PROPOSED SHARES ACQUISITION BY APHB OF 90,000 ORDINARY SHARES IN HARMONI BUMIRIA SDN BHD ( HARMONI ) REPRESENTING 90% EQUITY INTEREST IN THE COMPANY FROM IKATAN KHUSUS SDN BHD ( IKATAN ) ( THE VENDOR ) FOR A TOTAL CASH CONSIDERATION OF RM3,150,000 ( PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of Asian Pac Holdings Berhad ( Board of Directors ) is pleased to announce that on 30 August 2018, APHB has entered into a Share Sale Agreement ( SSA ) with Ikatan to acquire 90,000 ordinary shares in Harmoni representing 90% equity interest in the company for a total cash consideration of RM3,150,000. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 INFORMATION ON THE VENDOR Ikatan, the Vendor which was incorporated in Malaysia on 3 December 2014 as a private limited company, has a paid-up capital of RM1,000 of which 1,000 ordinary shares have been issued and fully paid-up. The principal activities of Ikatan are property development and investment. Harmoni is a wholly owned subsidiary of Ikatan. The directors and shareholders of Ikatan are set out below:- DIRECTORS AND SHAREHOLDERS OF IKATAN Name Shareholding (%) No. of ordinary shares held Paid-up value (RM) Razman Bin Abdullah 70 700 700.00 Rostam Affandi Bin Ahmad 30 300 300.00 TOTAL 100 1,000 1,000.00 2.2 INFORMATION ON HARMONI Harmoni which was incorporated in Malaysia on 30 March 2010 as a private limited company, has a paid-up share capital of RM100,000 of which 100,000 ordinary shares have been issued and fully paid-up. Harmoni is principally engaged in property development and investment. Currently, the directors of Harmoni are as follows:- (i) Razman Bin Abdullah; and (ii) Rostam Affandi Bin Ahmad 1
Based on the last audited accounts for the financial year ended 30 June 2017, Harmoni s net assets was RM84,795.00. Harmoni ( Developer ) had on 24 August 2015 entered into a joint venture agreement with Koperasi Serbaguna Sanya Berhad ( Kosan or the Landowner ), to develop on all that parcel of land situated at Likas, District of Kota Kinabalu, Sabah and held under Town Lease 017514617 (with an unexpired term of 45 years) with an area of approximate 1.85 acres ( the Land ) ( JVA ). Kosan is a co-operative society registered in Malaysia and the registered and beneficial owner of the Land, including the existing buildings erected thereon. The development on the Land would, amongst others, include the demolition of the existing buildings, planning, designing, construction and completion by Harmoni of a proposed mixed development comprising commercial units, offices, serviced apartments, car parks and such other buildings and facilities. These development plans, however, were delayed. Arising from this, Kosan has via its letter to Harmoni dated 5 May 2017 granted one (1) year extension of time from the due date of 23 February 2018 for Harmoni to obtain approval for the proposed development. In view of the delay of more than two (2) years, some changes were made to the original plans and the said revised plans were submitted for approval from the relevant authority ( Proposed Redevelopment ), of which the Interim Development Approval was obtained on 2 August 2018 from Lembaga Pusat Perancang Bandar Dan Desa. Accordingly, Kosan s entitlement of a total 58,805 square feet of gross floor area which originally was to comprise a block of 10 storey office tower with a build-up of ~36,500 square feet, 1 basement of commercial lot with a gross build-up area of ~22,305 square feet as well as 97 carpark space as set out in the JVA will now be expected to comprise Kosan Office space of approximately 36,500 square feet all on the first floor, basement commercial lot of approximately 22,305 square feet and ninety seven (97) car park bays which have an estimated value of ~ RM24.4 million ( Revised Landowner s Entitlement ). Based on the indicative studies, the Proposed Redevelopment is expected to comprise retail lots, car parks, service suites and the Revised Landowner s Entitlement. The Proposed Redevelopment is expected to have a gross development value and gross development cost (including Revised Landowner s Entitlement) of RM340.3 million and RM276.8 million respectively. Location of the Land The Land is strategically located in Likas which is approximately 6 kilometres to the north-east of KK city centre and having close proximity to established amenities, amongst others, medical centres (KPJ @ Damai Specialist Hospital and KPJ Sabah Specialist Hospital) and schools (SMK All Saints, Middle Schools S.M. All Saints, SJK(C) Chung Hwa Likas and many others). Jalan Tuaran which is the main road leading to the city centre is conveniently located adjacent to the Land. Save for the extension of timeline approved by Kosan as mentioned above and the Revised Landowner s Entitlement, the other salient terms of the JVA remain unchanged:- I. Vacant possession and demolition of existing buildings:- i) Vacant possession of the Land free from all encumbrances shall be delivered by the Landowner within six (6) months from the date of receipt of written notice to deliver vacant possession by the Developer. 2
ii) After prior notice was given to the Landowner, the Developer shall commence demolishing works on the existing buildings ( Demolition ) within three (3) months from the date of obtaining the developer license or delivery of vacant possession, whichever is later. iii) The Developer shall be responsible to procure the necessary permits or approvals including the settlement of all related costs and expenses for the Demolition. II. Period of construction:- i) The Developer shall commence construction building works on the Land within six (6) months from the date of commencement of the Demolition ( Construction Commencement Date ) ii) The Developer shall complete the Revised Landowner s Entitlement within the Proposed Redevelopment within forty-eight (48) months from the Construction Commencement Date. III. Fund to be paid to the Landowner:- i) The Developer, at the request of the Landowner and in reliance of each of the representations and warranties set out in the JVA, agrees to pay to the Landowner Ringgit Malaysia Fifty Thousand (RM50,000.00) per month commencing from the date of obtaining the vacant possession of the Land for a period not exceeding fifty (50) months throughout the period of the Proposed Redevelopment so as to relieve the financial constraints of the Landowner for loss of rental income during the construction period of the Landowner s Entitlement ( Fund ). ii) The Landowner undertakes to repay the Developer the full amount of the Fund within three (3) months from the date of issuance of the Certificate of Practical Completion by the Appropriate Authorities in respect of the Landowner s Entitlement and the Landowner being notified by the Developer of the issuance of the Certificate of Practical Completion. iii) The repayment of the Fund shall be made in the form of: a) cash; or b) payment in kind by delivery of the properties comprised in the Landowner s Entitlement up to a value equivalent to the Fund paid to the Landowner. For the avoidance of doubt, the value of the properties to be delivered to the Developer as repayment of the Fund shall be determined by a valuer mutually appointed by the Parties. 2.3 SALIENT TERMS OF THE PROPOSED ACQUISITION The salient terms of the Share Sale Agreement include, inter alia the following:- a) Shares acquisition in Harmoni 3
APHB shall acquire ninety thousand (90,000) ordinary shares in Harmoni which represents 90% of the entire issued and paid-up capital of Harmoni from Ikatan. Payment manner as detailed below:- i) Ringgit Malaysia Three Hundred Fifteen Thousand (RM315,000.00) only being ten per centum (10%) of the Total Consideration is paid by APHB to the Vendor on the day upon the execution of the SSA; and ii) Ringgit Malaysia Two Million Eight Hundred Thirty Five Thousand (RM2,835,000.00) only being the remaining ninety per centum (90%) of the Total Consideration shall be paid by the Purchaser to the Vendor within seven (7) days from the Completion Date. b) Completion Date The Completion of the Proposed Acquisition shall be the date when the shares acquired are duly registered in the name of APHB, resulting in APHB holding 90% equity interest in Harmoni, subject to the terms stated therein in the SSA. 2.4 BASIS OF ARRIVING AT CONSIDERATION OF THE PROPOSED ACQUISITION The consideration for the Proposed Acquisition was arrived at based on a willing buyer willing seller basis between APHB and the Vendor, after taking into consideration, the rationale and prospects as mentioned in Section 3 of this Announcement. 2.5 SOURCE OF FUNDING The consideration for the Proposed Acquisition shall be satisfied via internally generated funds whilst the Proposed Redevelopment will be funded through a combination of internally generated funds and bank borrowings. APHB will determine the optimum mix taking into consideration its gearing level as well as internal cash requirements for its business operations. 2.6 LIABILITIES TO BE ASSUMED Save for the financial commitments relating to the Proposed Acquisition and the Proposed Redevelopment, there is no other liability, including contingent liability and guarantee to be assumed. 3. RATIONALE AND PROSPECTS OF THE PROPOSED ACQUISITION APHB Group is principally involved in property development and investment in which the Group s projects, amongst others, the most recent ones are located in Kepong, Kota Kinabalu ( KK ) and Johor Bahru. The Proposed Acquisition is an investment opportunity which will allow APHB to undertake a new development in KK following the completion of their flagship projects, KK Times Square I and KK Times Square II in the years 2008 and 2015, respectively. 4
Furthermore, the Land is strategically located at Likas which is within the vicinity of established amenities and easy access to the KK city centre. Accordingly, APHB with its technical know-how and available resources was invited to participate in this Proposed Redevelopment via Harmoni. APHB is confident that the successful development of the Land will enhance its Group s financial position and its presence in KK. 4. KEY RISK FACTORS The Board of Directors of APHB does not expect any material risk to arise from the Proposed Acquisition although the Proposed Redevelopment would be subject to any normal operational and other risk(s) common and inherent to the property development industry, inter alia, economic and political conditions, financing risks, delays in commencement and completion as well as the respective approvals required from the authorities. With APHB s track records of developing mix developments in KK, timely completion of its projects, its technical know-how and availability of resources to take the necessary steps to mitigate the risks as and when arises, hence, the invitation by Ikatan to participate in this Proposed Redevelopment. 5. EFFECTS OF THE PROPOSED ACQUISITION a. Earnings and Earnings Per Share The Proposed Acquisition is not expected to have any material impact on the earnings per share of APHB for the current financial year ending 31 March 2019. However, the future development of the Land is expected to enhance the earnings of APHB Group in the near future. b. Net Assets ( NA ) and Gearing The Proposed Acquisition is not expected to have any material impact on the NA and gearing of the Group as the consideration will be funded via internally generated funds. However, the Proposed Redevelopment is expected to enhance the NA of the Group arising from the profit contribution from the development of the Land. c. Share Capital and Shareholding Structure The Proposed Acquisition does not involve any issuance of new shares in APHB and therefore, will not have any effect on the share capital and substantial shareholders shareholding of APHB. 5
6. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition and the Proposed Redevelopment pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is approximately 16.8% based on the audited financial statements of APHB for the financial year ended 31 March 2018. 7. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of shareholders of APHB or any other relevant authorities. However, the Proposed Redevelopment of the Land is subject to relevant authorities approval, such as approvals for development plan, building plan and advertising permit and developer license. 8. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders and/or persons connected with a Director or major shareholder of APHB has any interest, either direct or indirect in the Proposed Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of APHB, after careful deliberation and having considered all aspects and rationale of the Proposed Acquisition is of the opinion that the proposal is a good investment opportunity and is in the best interest of APHB Group. 10. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the 2 nd quarter of APHB s financial year ending 31 March 2019. 11. DOCUMENTS AVAILABLE FOR INSPECTION The SSA, JVA together with the extension letter therein are available for inspection at the registered office of APHB at 12 th Floor, Menara SMI, No.6 Lorong P.Ramlee, 50250 Kuala Lumpur during normal business 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 30 August 2018. 6