SEALINK INTERNATIONAL BERHAD ( SEALINK ) NON RELATED PARTY TRANSACTION - PROPOSED SALE OF LOT 482 BLOCK 4 MIRI CONCESSION LAND DISTRICT BY SEALINK SDN. BHD. TO CMS CEMENT INDUSTRIES SDN BHD 1. INTRODUCTION Pursuant to Paragraph 10.06 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ), the Board of Directors of Sealink International Berhad ( SEALINK ) wishes to announce that on 1 October 2018, its wholly owned subsidiary, Sealink Sdn. Bhd. (Company No. 20471-D) ( Vendor ) has entered into a sale and purchase agreement ( SPA ) with CMS Cement Industries Sdn Bhd ( CMS ) ( Purchaser ) to sell all that parcel of vacant industrial purposes land situate at Piasau Industrial Estate, Miri, containing 1.94410 hectares, more or less, and described as Lot 482 Block 4 Miri Concession Land District ( Land ) from Sealink Sdn. Bhd. for a total cash consideration of Ringgit Malaysia Twenty-Six Million and Five Hundred Thousand (RM26,500,000.00) only ( Sale Consideration ). INFORMATION ON SEALINK SDN. BHD. Sealink Sdn. Bhd. was incorporated in Malaysia on 4 September 1974 under the Companies Act 1965 as a private limited company. The principal activity of Sealink Sdn. Bhd. is chartering of marine vessels and letting of properties. The issued paid up capital of Sealink Sdn. Bhd. is RM22,501,000.00. Sealink Sdn. Bhd. is a wholly owned subsidiary of Sealink International Berhad. 2. INFORMATION ON CMS CEMENT INDUSTRIES SDN BHD CMS Cement Industries Sdn Bhd was incorporated in Malaysia on 27 July 1979. The principal activity of Purchaser is manufacturing and trading of cement and cement clinker. The issued paid up capital of CMS Cement Industries Sdn Bhd is RM200,000,000.00. CMS Cement Industries Sdn Bhd is wholly owned by CMS Cement Sdn Bhd, a wholly owned subsidiary of Cahya Mata Sarawak Berhad. 3. THE PROPOSED SALE 3.1. INFORMATION ON THE LAND The vacant industrial purposes land is situated within Piasau Light Industrial Estate at Piasau, Miri. It is about 5.20 kilometres to the North-East of Miri City Centre. It is accessible either from Jalan Krokop Utama or Jalan Krokop Utama by way of Jalan Datuk Edward Jeli and then by way of Jalan Cattleya 3 to the South and Jalan Cattleya 4 to the North, respectively. All these roads are tar-sealed and maintained in fair condition.
3.2. DETAILS OF THE PROPOSED SALE Pursuant to the SPA, the Vendor is selling a vacant industrial land to the Purchaser, details of which are as follows: Postal Address Title No Property Description Land Area Lot 1035 Block 4 Miri Concession Land District, Piasau Industrial Area 98000 Miri Sarawak Lot 482 Block 4 Miri Concession Land District A vacant serviced industrial land. The subject land is situated in Piasau Industrial Estate, Miri. 1.94410 hectares, more or less Land tenure To expire on 11th June 2036 Classification/Category Mixed Zone Land; Town Land Market value appraised by independent valuers Condition of approval (if any) Henry Butcher Malaysia & JS Valuers Property Construction (Sarawak) Sdn Bhd, valued on 18 October 2017 and 14 February 2018 respectively, using the Comparison Method and entails analyses of sales and listings of similar properties within the same location. (i) This lease is issued by virtue of a special direction of the Minister for the time being responsible for land under section 38 of the Land Code and this land shall be Mixed Zone Land during the continuance of this lease; (ii) This land is to be used only for industrial purposes; (iii) The development of this land shall be in accordance with plans sections and elevations approved by the Superintendent of Lands and Surveys, Fourth Division; (iv) The erection of a building or buildings on this land shall be in accordance with detailed drawings and specifications approved by the Miri District Council and shall be completed within two (2) years from the date of registration of this lease; (v) No subdivision or partition of this land may be effected; and (vi) No dealing affecting this land may be effected without the consent in writing of the Director of Lands and Surveys, during the initial period of ten (10) years from the date of registration of this lease. 3.3. BASIS AND JUSTIFICATION AT ARRIVING AT THE SALE CONSIDERATION The Sale Consideration was arrived at on an as is where is basis and with possession subject to the terms and conditions of the SPA.
The Sale Consideration will be settled in accordance with the milestones as detailed in Section 4.4.1 of this Announcement. 3.4. SALIENT TERMS OF AGREEMENT 3.4.1. Selling Price and Sequence of Process (a) Upon the signing of SPA, the Purchaser shall pay through the Purchaser s Solicitors to the Vendor through the Vendor s Solicitors a sum of RM2,650,000.00 being 10% of the Selling Price (hereinafter referred to as the Deposit ). (b) Upon receipt by the Purchaser s Solicitors of the written notification from the Vendor s Solicitors that the Vendor s application for extension of the Building Condition as per Clauses 10 and 11 (in the SPA) has been approved and the approval of the extension of the Building Condition has been endorsed on the original title (hereinafter referred to as the Notification Date ), the Purchaser shall pay the balance sum of RM23,850,000.00 being the remaining 90% of the Selling Price (hereinafter referred to as the Balance Selling Price ) to the Purchaser s Solicitors within fourteen (14) days from the Notification Date (hereinafter referred to as the Payment Date ). The Purchaser s Solicitor shall, upon receipt of the Balance Selling Price of RM23,850,000.00 from the Purchaser, undertake to the Vendor s Solicitors that it shall release the redemption sum in accordance with Clause 5(c) (in the SPA) herein and also undertakes that it shall release the Balance Selling Price to the Vendor through the Vendor s Solicitors in accordance with Clause 2(e) (in the SPA) herein. (c) Within forty-five (45) days from the Payment Date, the Vendor shall carry out its obligations under Clauses 4(a) and 5(a) (in the SPA) and the Vendor s Solicitors shall obtain the Form L from Lands and Surveys, Miri, for the presentation of the valid and registrable Memorandum of Transfer in favour of the Purchaser free from all encumbrances. (d) Within two (2) days from the receipt by the Purchaser s Solicitors of the Form L from the Vendor s Solicitors issued by the Lands and Surveys, Miri, for the presentation of the executed Memorandum of Transfer, the Purchaser s Solicitors shall release the Balance Selling Price to the Vendor s Solicitor. (e) All or any payments made to and through the Vendor s Solicitors shall constitute a good and proper discharge of the Purchaser s obligations to pay the Selling Price under SPA. 3.4.2. Application for Extension of Building Condition (a) The Vendor shall upon signing hereof, at their own cost and expenses diligently undertake to, and through the Vendor s Solicitors apply to the Lands and Surveys for the extension of the Building Condition affecting the said Land, in order to enable the Vendor to effect the registration of the executed transfer in favour of the Purchaser. 3.4.3. Loans If the Purchaser is desirous of obtaining a loan to finance the payment of part of the selling price of the said Land, the Purchaser shall within fourteen (14) days after the execution of this SPA make a written application for such loan to a bank or financial
institution (hereinafter called the financier ) and when the loan is approved, the Purchaser shall within a reasonable time execute all the necessary loan documents and pay all fees legal costs and stamp duty in respect thereof. 3.4.4. Memorandum of Transfer (a) Simultaneously upon the signing of SPA, the Vendor shall execute a valid and registrable Memorandum of Transfer in respect of the said Land to be kept in the custody of the Vendor s Solicitors, who are hereby authorised by the parties herein to submit the same for adjudication of stamp duty payable thereon upon written approval by the Lands and Surveys of the Vendor s application for extension of the Building Condition as per Clauses 10 and 11 (in the SPA). In connection with this, the Vendor s Solicitors shall only present the Memorandum of Transfer for registration upon receipt of the Purchaser s Solicitors or the financier s Letter of Undertaking to pay the Balance Selling Price, in favour of the Vendor, as the case may be. (b) If the Purchaser is obtaining a loan from the financier, subject to the issuance of the above said Letter of Undertaking in sub-clause 4.4.4(a), the financier s loan solicitors shall be entitled to present the executed Memorandum of Transfer for registration upon the completion of the necessary loan documents required by the financier and payment of all fees legal costs and stamp duty in respect of the loan documents and Memorandum of Transfer including the unfinanced portion of the Purchase Price, if any. (c) Simultaneously upon execution of SPA, the Vendor and the Purchaser shall each provide to the other party, a copy of their respective Company s Board of Directors Resolution approving the present sale and purchase of the said Land. 3.4.5. Delivery of vacant industrial land The Vendor shall deliver vacant possession of the said Land to the Purchaser upon the full payment of the Selling Price. Upon delivery of vacant possession, all risks shall belong to the Purchaser. 3.4.6. Liabilities to be assumed The Selling Price and any other sums payable by the Purchaser under the terms of this SPA are exclusive of Good and Services Tax ( GST ) and Sales and Services Tax ( SST ), and if applicable to this transaction, the same shall be paid by the Purchaser. 4. RATIONALE FOR THE PROPOSED SALE AND USE OF PROCEEDS The vacant industrial land has never been utilized to the Group. Hence, the Board is of the view that the Proposed Sale is in the best interest of SEALINK group. The Group intends to deploy the net proceeds from the Proposed Disposal mainly for working capital purpose and settlement of loan for this property.
5. RISK FACTORS IN RELATION TO THE PROPOSED SALE SEALINK group is exposed to the risk inherent to the non-approval of application of extension of building condition as detailed in Section 4.2 (Condition of approval (if any)) of this Announcement. 6. EXPECTED GAIN FROM THE PROPOSED SALE Based on the cash consideration of RM26,500,000, the expected gain from the Proposed Sale is approximately RM19 million based on the net book value as per audited accounts ended 31 December 2017. 7. EFFECTS OF THE PROPOSAL SALE 7.1. SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDING The Proposed Sale does not have any effect on the share capital and substantial shareholders shareholdings of the Company. 7.2. EARNINGS PER SHARE AND NET ASSETS PER SHARE The Proposed Sale will contribute positively to the earnings and net assets of SEALINK group. 7.3. ON GEARING The Proposed Sale is expected to have a positive impact on the gearing of SEALINK Group. 8. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Sale pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements computed based on SEALINK s latest audited consolidated financial statements for the financial year ended 31 December 2017 is 6.88%. 9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the directors, major shareholders of SEALINK and/or persons connected to them has any interest, direct or indirect, in the Proposed Sale. 10. DIRECTORS STATEMENT The Board of Directors of SEALINK, after having considered the Proposed Sale, is of the opinion that the Proposed Sale is in the best interest of SEALINK group. 11. APPROVALS REQUIRED The Proposed Sale is not subject to the approval of the shareholders of SEALINK.
12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed Sale is expected to be completed in the first quarter of 2019. 13. DOCUMENTS FOR INSPECTION The SPA and the Valuation Report will be made available for inspection during normal business hours at the Registered Office of Sealink Sdn. Bhd. at Lot 1035 Block 4 Miri Concession Land District, Piasau Industrial Area 98000 Miri from Mondays to Fridays (except public holidays) from the date of this announcement. This announcement is dated 1 st October 2018..