GREENYIELD BERHAD ( GREENYIELD OR THE COMPANY ) PROPOSED ACQUISITION BY GIM TRIPLE SEVEN SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF GREENYIELD, OF A SIX STOREY SHOP OFFICE LOCATED AT NO. G-, NO. 1-, NO. 2-, NO. 3-, NO. 3A- AND NO. 5-, MKH BOULEVARD, JALAN BUKIT, 43000 KAJANG, SELANGOR DARUL EHSAN ( PROPERTY ) FOR A TOTAL CASH CONSIDERATION OF RM5,700,000.00 1. INTRODUCTION Pursuant to Paragraph 10.06 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ), the Board of Directors of Greenyield wishes to announce that Gim Triple Seven Sdn Bhd ( Gim Triple Seven ), a wholly-owned subsidiary of Greenyield, has on 23 January 2017 entered into Sale and Purchase Agreements ( SPAs ) with Serba Sentosa Sdn Bhd (Company No. 0102-U) ( the Vendor ) to acquire a Property for a total cash consideration of RM5,700,000.00 ( Purchase Consideration ) ( the Proposed Acquisition ). 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Information on the Vendor Serba Sentosa Sdn Bhd is a company incorporated in Malaysia and having its registered office at Suite 1, 5 th Floor, Wisma MKH, Jalan Semenyih,. The present issued share capital of Serba Sentosa Sdn Bhd is RM5,000,000.00 divided into 5,000,000 ordinary shares of RM1.00 each. Serba Sentosa Sdn Bhd is principally engaged in the business of property development. The existing directors of Serba Sentosa Sdn Bhd are Tan Sri Dato Chen Kooi Chiew @ Cheng Ngi Chong, Tan Sri Datuk Chen Lok Loi and Dato Chong Yong Han. The shareholding structure of Serba Sentosa Sdn Bhd is as follows:- Name of Shareholder Percentage of Shareholding in Serba Sentosa Sdn. Bhd. MKH Berhad 100% 2.2 Information on the Property A six-storey shop office located at No. G-, No. 1-, No. 2-, No. 3-, No. 3A- and No. 5-, MKH. Further details of the Property are tabulated in Appendix A of this announcement. 2.3 Salient Terms of the SPAs for the Proposed Acquisition (i) Agreement to Sell and Purchase The Vendor has agreed to sell and Gim Triple Seven has agreed to purchase the Property free from encumbrances and with vacant possession but subject to all conditions of title expressed or implied in respect of the strata titles for the parcels located at MKH ( Parcels ) when issued by the appropriate authorities i.e. any Federal, State or Local Government, semi-government, quasi-government or other bodies with authority to exercise its rights or jurisdiction in connection with or affecting the development of the
land into a commercial centre comprising, inter alia, a retail/office podium known as MKH Boulevard, residential suites and car parks together with necessary infrastructure and amenities thereto and/ or any matter arising out of the terms of SPAs at the Purchase Consideration and upon and subject to the terms and conditions contained. (ii) Purchase Consideration The Purchase Consideration shall be payable by Gim Triple Seven to the Vendor in the following manner:- (a) Deposit Upon execution of the SPAs, a deposit of RM570,000.00 ( Deposit ) was paid by Gim Triple Seven to the Vendor. (b) Balance Purchase Consideration The balance of the Purchase Consideration amounting to RM5,130,000.00 shall be payable to the Vendor within four (4) months from the date of the SPAs (the date of payment to be hereinafter referred to as the Completion date ). The Purchase Consideration is inclusive of Goods and Services Tax ( GST ) (iii) Extension of Time In the event Gim Triple Seven shall be unable to pay the balance Purchase Consideration by the Completion Date, the Vendor shall grant to Gim Triple Seven a further period of one (1) month (hereinafter referred to as the Extended Completion Date ) from the Completion Date to pay the balance Purchase Consideration subject to Gim Triple Seven paying the Vendor interest at the rate of ten per centum (10%) per annum calculated on a daily basis on the balance Purchase Consideration or any part thereof that shall still remain unpaid. (iv) Default Notwithstanding any provisions to the contrary in the SPAs contained if Gim Triple Seven: a) fails refuses and/ or neglects to pay the Purchase Consideration; or b) fails refuses and/or neglects to pay any sum or sums payable under the SPAs or any part thereof within the time stipulated for payment and/or any interest; or c) commits or threatens to commit any breach of the terms or conditions contained in the SPAs or fails refuses and/or neglects to comply with or perform or observe all or any of Gim Triple Seven s covenants herein contained; or d) before payment or all monies and interest due and payable to the the Vendor pursuant to the SPAs including but not limited to the full Purchase Consideration, commits an act of bankruptcy or enters into any composition or arrangement with his creditors or being a company, enter into liquidation or an order is made or resolution is effectively passed for winding up whether compulsory or voluntary or commits an act of insolvency or makes an assignment for the benefit or enters into arrangement or composition with its creditors or has a receiver appointed;
the Vendor shall be entitled to terminate the SPAs forthwith by notice in writing to that effect and where the Vendor shall have elected to terminate the SPAs then and in such an event:- a) forfeit any monies previously paid by Gim Triple Seven to the Vendor equivalent to the Deposit together with late payment interest (if any) as agreed liquidated damages and thereafter any balance (if any and interest free) shall be refunded by the Vendor to Gim Triple Seven, and thereafter b) deal with or otherwise dispose of the Parcel in such manner as the Vendor shall deem fit as if the SPAs had not been entered into. c) Gim Triple Seven shall cease to have any claims against the Vendor. (v) Delivery of vacant possession a) Vacant possession of the Parcels shall be delivered by the Vendor to Gim Triple Seven upon the Gim Triple Seven paying the full Purchase Consideration and any outstanding sum thereof including late payment interest (if any) to the Vendor which payment shall be on or before the Completion Date or Extended Completion date, as the case may be. b) Upon expiry of fourteen (14) days from the date of a notice from the Vendor requesting Gim Triple Seven to take possession of the Parcels, whether or not Gim Triple Seven has actually entered into possession of the same, Gim Triple Seven shall be deemed to have taken vacant possession of the Parcels. 3. BASIS AND JUSTIFICATION FOR THE PURCHASE CONSIDERATION The Purchase Consideration for the Proposed Acquisition is derived from a willing-buyer willing-seller basis after taking into account the prevailing market value of the said Property at the time of the acquisition. No valuation was carried out on the Property as the Purchase Consideration was based on an internal survey of prices for recent commercial property transactions within the vicinity the purchase consideration is reasonable. 4. SETTLEMENT OF PURCHASE CONSIDERATION The Proposed Acquisition will be funded through internally generated funds and bank borrowings. The exact mix of internally generated funds and bank borrowings will be decided by the Management/ Board at a later date. 5. ASSUMPTION OF LIABILITIES There are no liabilities including contingent liabilities and guarantees to be assumed by Greenyield arising from the Proposed Acquisition. 6. RATIONALE AND BENEFIT FOR THE PROPOSED ACQUISITION The Property is intended to be used as a new corporate head office for the Company and its subsidiaries ( Greenyield Group ).
7. PROSPECTS OF THE PROPERTY The Property is attached to a mixed development located in the heart of Kajang town. With a total build-up of approximately 10,421 square feet, situated close to an existing KTM station and upcoming MRT station, the Property is expected to generate a better image for the Greenyield Group and satisfy the Greenyield Group s continuously growing needs for talent and headcount. In addition, the Board believes that the Property has potential for value appreciation given its strategic location and accessibility. 8. RISKS FACTORS IN RELATION TO THE PROPOSED ACQUISITION Save for the normal business risk, changes in political, economic and regulatory conditions in Malaysia and financing risk, the Directors are unaware of any risk arising from the Proposed Acquisition which could materially or adversely affect the financial affairs of the Company. 9. EFFECTS OF THE PROPOSED ACQUISITION 9.1 Share capital and substantial shareholders shareholding The Proposed Acquisition does not have any effect on the share capital and substantial shareholders shareholdings of the Company. 9.2 Earnings per share, net assets per share and gearing The Proposed Acquisition will not have any material effect on the earnings per share, net assets per share and gearing of GREENYIELD for the financial year ending 31 July 2017. For illustrative purposes, the pro forma effects of the Proposed Acquisition on the consolidated NA, NA per Share and gearing of Greenyield based on the latest audited consolidated financial statements for the FYE 31 July 2016 are as follows: Scenario I: Assuming the Proposed Acquisition is funded entirely through internally generated funds After (I) and the (I) Audited consolidated as at FYE 31 July 2016 completion of the Proposed Acquisition Share capital 33,374 33,374 Reserves 23,934 23,934 Retained earnings 23,857 23,857 NA attributable to owners of the Company/Shareholders funds attributable to owners of the Company 57,308 57,308 Number of Shares in issue ( 000) 333,740 333,740 NA per Share attributable to the 17.2 17.2 shareholders (RM) (1) Borrowings (2) 12,893 12,893 Gearing (times) (3) 0.22 0.22
Notes: (1) Calculated based on the NA attributable to owners of the Company divided by the number of Shares in issue. (2) Comprises interest bearing borrowings. (3) Calculated based on the borrowings divided by the NA attributable to owners of the Company. Scenario II: borrowings Assuming the Proposed Acquisition is funded 85% through bank (I) Audited consolidated as at FYE 31 July 2016 After (I) and the completion of the Proposed Acquisition Share capital 33,374 33,374 Reserves 23,934 23,934 Retained earnings 23,857 23,857 NA attributable to owners of the Company/Shareholders funds attributable to owners of the Company 57,308 57,308 Number of Shares in issue ( 000) 333,740 333,740 NA per Share attributable to the 17.2 17.2 shareholders (RM) (1) Borrowings (2) 12,893 17,738 Gearing (times) (3) 0.22 0.31 Notes: (1) Calculated based on the NA attributable to owners of the Company divided by the number of Shares in issue. (2) Comprises interest bearing borrowings. (3) Calculated based on the borrowings divided by the NA attributable to owners of the Company. 10. APPROVALS REQUIRED Based on the above, the Proposed Acquisition is not expected to have any material effects on the consolidated NA per Share. Furthermore, the effects on the gearing ratio of the Greenyield Group will largely depend on the amount of the Proposed Acquisition to be funded by bank borrowings where the quantum has not been ascertained at this juncture. The Proposed Acquisition is not subject to the approval of the shareholders of the Company or any government authorities. 11. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of Greenyield, as well as persons connected to them, have any interest, direct or indirect, in the Proposed Acquisition.
12. DIRECTORS STATEMENT The Board of Directors of Greenyield, after having considered the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company. 13. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within four (4) months from the date of the SPAs. 14. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED ACQUISITION Based on the Purchase Consideration and Greenyield s audited consolidated financial statements for the financial year ended 31 July 2016, the highest percentage ratio pursuant to paragraph 10.02(g) of the MMLR applicable to the Proposed Acquisition is 9.95%. 15. DOCUMENT FOR INSPECTION The SPAs are available for inspection at the registered office of the Company at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 23 January 2017.
Information of Property Appendix A No. Parcel No. 1. No. G- 2. No.1-3. No.2-4. No.3-5. No.3A- 6. No.5- Postal Address No. G-, MKH No. 1-, MKH No. 2-, MKH No. 3-, MKH No. 3A-, MKH No. 5-, MKH Tenure and expiry date Leasehold, 99 years expiring on 5 October 2111 Age of building New building. Completed on 13 September 2016. Existing and Proposed Use Vacant 6- storey shops office block/ New corporate office of Greenyield Encumbran ces Free from all encumbranc es and with vacant possession Valuation No valuation was conducted on the property. Area of Parcel (square feet) Purchase Consideration (RM) 1,676 3,060,000.00 Total 10,421 5,700,000.00