AJINOMOTO (MALAYSIA) BERHAD ( AMB OR THE COMPANY ) PROPOSED ACQUISITION OF A PIECE OF FREEHOLD LAND MEASURING APPROXIMATELY 2,030,116.58 SQUARE FEET (188,604.18 SQUARE METERS) LOCATED IN TECHPARK@ENSTEK, BANDAR BARU ENSTEK, DAERAH SEREMBAN, NEGERI SEMBILAN, FOR A TOTAL PURCHASE CONSIDERATION OF RM86,076,943.10 ( PROPOSED LAND ACQUISITION ) 1. INTRODUCTION The Board of Directors of AMB ( Board ) wishes to announce that the Company had on 12 February 2018, entered into a Sale and Purchase Agreement ( SPA ) with 1. Lembaga Tabung Haji, a statutory body established under the Lembaga Tabung Haji Act 1995 (Act 535) and having its registered address at Bangunan Tabung Haji, No. 201, Jalan Tun Razak, 50400 Kuala Lumpur ( Proprietor ); and 2. THP Enstek Development Sdn. Bhd. (Company Number 396167-A), a company incorporated in Malaysia and having its registered address at Level 20, Bangunan TH Selborn, 153, Jalan Tun Razak, 50400 Kuala Lumpur ( THPED or Vendor ), for the proposed acquisition by AMB of a piece of freehold land measuring approximately 2,030,116.58 square feet (188,604.18 square meters) located in Techpark@Enstek, Bandar Baru Enstek, Daerah Seremban, Negeri Sembilan ( the Property ), for a total purchase consideration of RM86,076,943.10 (inclusive of 6% Goods and Services Tax) ( Purchase Consideration ). 2. DETAILS OF THE PROPOSED LAND ACQUISITION 2.1 Information on the Property The Property comprises 1. Four (4) freehold contiguous lots of land under four (4) individual titles held under HS(D) 237948 PT No. 1163, HS(D) 237949 PT No. 1164, HS(D) 237950 PT No. 1165 and HS(D) 237951 PT No. 1166 measuring approximately 2,011,139.79 square feet (186,841 square meters) in area registered and beneficially owned by the Proprietor ( Proprietor s Land ); and 2. A strip of land currently meant to be a road reserve located in between two plots of the Proprietor s Land with a nett contribution of approximately 18,976.77 square feet (1,763 square meters) ( the Additional Land ). Pursuant to a Power of Attorney dated 19 June 2001 which has been duly registered at the High Court of Seremban, Negeri Sembilan and accorded Registration Number 1970/2001 and lodged with the Pentadbir Tanah Daerah Seremban via Presentation Number PT 51/2001, the Proprietor, has expressly and irrevocably appointed the Vendor to be the Proprietor s Attorney to do and exercise/execute certain powers in accordance with the terms and subject to the conditions stipulated under the said Power of Attorney which powers include, among others, for the Vendor as the Proprietor s Attorney, the power to surrender the Proprietor s Land for amalgamation, to execute all documents and to sell the Proprietor s Land for such consideration and subject to such conditions as the Vendor shall deem fit.
The Vendor shall, at its own cost and expense, apply for the surrender of the Proprietor s Land for re-alienation of the Property (including the Additional Land) under a single title pursuant to Section 204D of the National Land Code and obtain the written consent of the State Authority approving the transfer of the Property from the Proprietor or Vendor to the Company. The Property is sold with freehold title free from all encumbrances without any conditions or restrictions save and except for the following express conditions contained in the SPA:- Category of use Restriction-ininterest Industrial The land cannot be transferred, leased or charged without the written approval from the State Authority Further details of the Property are as follows:- Proposed use Type and duration of ownership Audited net book value To be developed as a facility for the manufacturing of the Company s products together with associated amenities and logistics and other related facilities within the scope of the Company s business Freehold with perpetual ownership Not available as the Company would not be privy to such information 2.2 Development and construction of the Property The Property is currently overgrown with trees and bushes with undulating terrain. The Vendor shall at its own cost and expense 1. apply and obtain the approval of the development order from the relevant government authorities to complete the earthworks and platform of the Property; and 2. construct the necessary infrastructures serving the Property, in accordance with the design approved by the relevant government authorities ( Infrastructures ). 2.3 Basis and justification of determining the Purchase Consideration The Purchase Consideration was arrived at between the parties on a willing-buyer willing-seller basis after taking into consideration market value of the land of RM41 per square foot as indicated in the valuation certificate dated 6 February 2018 from an independent registered valuer, Messrs Jordan Lee & Jaafar Sdn. Bhd. ( Valuer ).
The valuation on the land has been carried out by the Valuer on 5 February 2018 on a market value basis using the Comparison Method of valuation. The valuation was carried out based on the assumptions that the Proprietor s Land and the Additional Land are to be amalgamated into a plot of industrial land and thereafter issued with an individual industrial title. The market value of the land was arrived at by comparing the Property with the sales of similar properties in the same vicinity. In comparing the properties, due consideration was given to factors such as location, accessibility, establishment of multi-national and local based industries, reliable and quality infrastructure and other relevant factors to arrive at the market value. 2.4 Sources of funding and breakdown The Purchase Consideration will be funded through available cash. 2.5 Method of settlement of the Purchase Consideration In accordance with the terms of the SPA, AMB will pay the Purchase Consideration (inclusive of 6% Goods and Services Tax) in the following manner:- Tranche Milestone % Amount (RM) 1 Prior to the execution of the SPA 2 1,721,538.87 2 Upon the execution of the SPA 8 6,886,155.44 3 Upon the Vendor s obtaining the development order and a copy thereof given to the Company 4 Upon issuance of a single title for the Property and a copy thereof given to the Company 5 Upon issuance of Consent to Transfer and the original thereof given to the Company 6 Upon the completion of the Earthwork & Platform of the Property and a copy of the Certificate of Completion given to the Company 7 Upon completion of the Infrastructures and a copy of each relevant Certificate of Completion given to the Company 8 Upon completion of rectification works within the rectification period and a copy of a certificate from the Vendor s consulting engineer given to the Company 10 8,607,694.31 10 8,607,694.31 10 8,607,694.31 30 25,823,082.93 25 21,519,235.78 5 4,303,847.15 TOTAL 100 86,076,943.10
2.5 Liabilities to be assumed The Company will not be assuming any liabilities, contingent liabilities or guarantees pursuant to the Proposed Land Acquisition. 3. OTHER SALIENT TERMS OF THE SPA 3.1 Adjustments to the Purchase Consideration The actual size and dimensions of the Property will only be definitive and determined upon amalgamation of the related plots and issuance of a new and single title. Adjustments of the final total of the Purchase Consideration will only be allowed if the area to the Property upon final survey after the issuance of the title shall have exceeded or fallen short of the current approximate total area of 2,030,116.58 square feet (188,604.18 square meters), to be computed based on the unit price of RM40.00 (subject to 6% Goods and Services Tax) per square foot. 3.2 Conditions Precedent of the SPA The SPA shall be subject to and conditional upon the fulfilment of the following Conditions Precedent:- 1. the issuance of the individual document of title to the Property (in the name of the Proprietor) after the surrender and re-alienation of the Property; and 2. the receipt of the written consent of the State Authority approving the transfer of the Property from the Proprietor or Vendor to the Company on or before 31 May 2019. 4. INFORMATION ON THE VENDOR THPED was incorporated in Malaysia on 30 July 1996 as a private limited company under the Companies Act, 1965 with an issued share capital of RM110,000,001 comprising 10,000,000 ordinary shares and 100,000,001 preference shares. The principal activity of THPED is property development. THPED is wholly owned by TH Properties Sdn. Bhd. (Company Number 63904-D) which is itself wholly owned by the Proprietor. The names of the director(s) of THPED are as follows:- (a) (b) (c) (d) Name Dato Roszali bin Othman Abd Kadir bin Sahlan Hazlina binti Mohd Khalid Normimy binti Mohamed Noor 5. RATIONALE FOR THE PROPOSED LAND ACQUISITION AND PROSPECTS OF THE PROPERTY The Proposed Land Acquisition is in line with AMB s long-term plans of growing its operations and expanding its manufacturing facilities to keep up with the growing demands for its products.
The Company intends to develop and construct new manufacturing facilities on the Property that is expected to strengthen the efficiency and competency of the Company in providing quality products to customers. At this stage, it is too preliminary to ascertain the total development costs or the commencement of operations of this new manufacturing facilities. The developments costs are expected to be funded via internally generated funds and/or bank borrowings, if required. 6. RISK FACTORS The Proposed Land Acquisition would subject the Company to certain risks, which include, amongst others, the following key risk factors:- 6.1 Non-completion risk The Proposed Land Acquisition is subject to the execution and completion of the SPA. There can be no assurance that the SPA will ultimately be completed within the timeframe set out therein. Any prolonged delay or non-completion of the SPA leading to termination of the SPA may result in financial loss due to costs to be incurred and sums to be forfeited as stipulated under the SPA. Nevertheless, AMB shall take reasonable steps that are within its control to ensure the Proposed Land Acquisition can be completed within the stipulated timeline. 6.2 Financing risk The Company intends to finance the Proposed Land Acquisition through available cash, which will result in a reduction of funds available for working capital purposes and a reduction in interest income in which the available cash is generating for the Company. 7. EFFECTS OF THE PROPOSED LAND ACQUISITION 7.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Land Acquisition does not involve any issuance of new shares in the Company and therefore will not have any effect on the share capital and substantial shareholders shareholding of the Company. 7.2 Earnings and Earnings per Share The Proposed Land Acquisition is not expected to have any material impact on the earnings and earnings per share of the Company for the financial year ending 31 March 2018. 7.3 Net Assets and Gearing The Proposed Land Acquisition is not expected to have any significant impact on the net assets and gearing of the Company for the financial year ending 31 March 2018. 8. APPROVALS REQUIRED The Proposed Land Acquisition is not subject to the approval of the shareholders of AMB or any other government authorities.
9. PERCENTAGE RATIOS The highest percentage ratio applicable to the Proposed Land Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad based on the audited financial statements of the Company for the financial year ended 31 March 2017 is 18.14%. 10. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of AMB and/or persons connected with them have any interest, direct or indirect, in the Proposed Land Acquisition. 11. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Land Acquisition, including but not limited to the rationale, financial effects and risk associated with the Proposed Land Acquisition, is of the opinion that the Proposed Land Acquisition is in the best long-term interests of the Company. The Proposed Land Acquisition is fair, reasonable and on normal commercial terms and is not detrimental to the interest of the minority shareholders. 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Land Acquisition is expected to be completed by 31 July 2019. 13. DOCUMENTS FOR INSPECTION The SPA and valuation report are available for inspection at the registered office of AMB at Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur, Wilayah Persekutuan during normal business hours on Monday to Friday (except public holiday) for a period of three (3) months from the date of this announcement. This announcement is dated 12 February 2018.