OSK PROPERTY HOLDINGS BERHAD ("OSKP" OR "THE COMPANY") PROPOSED ACQUISITION BY WARISAN RAJAWALI SDN BHD, A WHOLLY- OWNED SUBSIDIARY COMPANY OF OSKP, OF A PARCEL OF FREEHOLD COMMERCIAL LAND MEASURING APPROXIMATELY 46,407 SQUARE FEET HELD UNDER H.S.(D) 72939, PT 21777, MUKIM SUNGAI BULOH, DAERAH PETALING, NEGERI SELANGOR DARUL EHSAN FROM UNITED ACCOMPLISHMENT SDN BHD FOR A TOTAL PURCHASE CONSIDERATION OF RM12,000,000.00 ( PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of OSKP ( Board ) is pleased to announce that Warisan Rajawali Sdn Bhd (Company No. 917810-D) ( WRSB or the Purchaser ), a wholly-owned subsidiary of the Company had on 25 September 2012 entered into a Sale and Purchase Agreement ( SPA ) with United Accomplishment Sdn Bhd (Company No. 924294-T) ( UASB or the Vendor ) for the acquisition of a parcel of freehold commercial land measuring approximately 46,407 square feet, held under H.S.(D) 72939, PT 21777, Mukim Sungai Buloh, Daerah Petaling, Negeri Selangor Darul Ehsan ( Land ) for a total purchase consideration of RM12,000,000.00 ("Purchase Consideration"), representing approximately RM258.58 per square foot, subject to the terms and conditions as contained in the SPA ( Proposed Acquisition ). 2. INFORMATION ON THE LAND The details of the Land to be acquired pursuant to the SPA are as follows:- Title No. H.S.(D) 72939, PT 21777 Land Area 46,407 square feet (4,311.2103 square meters) Mukim Sungai Buloh District Petaling State Selangor Darul Ehsan Registered Land Owner United Accomplishment Sdn Bhd Category Commercial Tenure Freehold The Land is a parcel of vacant commercial land located along Persiaran Margosa in Bandar Sri Damansara, Sungai Buloh, a major township in Klang Valley. Bandar Sri Damansara is situated near highly sought after prime developments such as Desa Park City, Sunway SPK, Valencia and Sierramas and is approximately 15 km from Kuala Lumpur. Just 15 minutes away from the city of Kuala Lumpur, the Land is easily accessible via Lebuhraya Damansara Puchong, North Klang Valley Expressway, and the Middle Ring Road 2. The locality also boasts excellent surrounding infrastructure and amenities. 1
In the vicinity of the Land is a matured and bustling residential township with private schools such as the Sekolah Sri Bestari (Secondary) and Sekolah Sri Bestari (Primary), government schools such as Sekolah Kebangsaan Bandar Sri Damansara 1, Sekolah Kebangsaan Bandar Sri Damansara 2, Sekolah Menengah Kebangsaan Sri Damansara 1 and Sekolah Menengah Kebangsaan Sri Damansara 2. Other amenities include a host of food and beverage outlets, entertainment outlets, banks, commercial enterprises, convenience stores and other establishments including launderette, clinics and more. 3. INFORMATION ON WRSB WRSB was incorporated in Malaysia on 10 October 2010 under the Companies Act, 1965 as a private limited company. The principal activities of WRSB are property development and management. The present authorised share capital of WRSB is RM100,000.00 comprising 100,000 Ordinary Shares of RM1.00 each and the issued and paid-up share capital is RM2.00 comprising 2 Ordinary Shares of RM1.00 each. WRSB is a whollyowned subsidiary of OSKP. 4. INFORMATION ON THE VENDOR UASB is a private limited company incorporated in Malaysia on 3 December 2010 under the Companies Act, 1965 and having its registered office at 15-1, Jalan PJU 8/3B, Damansara Perdana, 47820 Petaling Jaya, Selangor Darul Ehsan. UASB has an authorised share capital of RM100,000.00 comprising 100,000 Ordinary Shares of RM1.00 each and a paid-up capital of RM10,000.00 comprising 10,000 Ordinary Shares of RM1.00 each. UASB is principally involved in property investment. 5. DETAILS OF THE PROPOSED ACQUISITION 5.1 Salient Terms and Conditions of the SPA The completion of the Proposed Acquisition shall be subject to the receipt by the Vendor s solicitors of:- (a) (b) the balance of the Purchase Consideration in full; or the financier s Letter of Undertaking together with the differential sum between the balance of the Purchase Consideration and the loan amount, if any. 5.2 Basis of Arriving at the Purchase Consideration The Purchase Consideration of RM12,000,000.00 was arrived at on a willing-buyer willing-seller basis, after taking into consideration the valuation of the Land of 2
RM12,300,000.00 or approximately RM265.00 per square foot which was carried out by a professional valuer firm, Messrs. Jurunilai Bersekutu based on their valuation dated 24 September 2012. 5.3 Payment of Purchase Consideration Upon the execution of the SPA, WRSB shall pay to the Vendor the sum of RM1,200,000.00 ( Deposit ) in the following manner:- 1. The sum of RM240,000.00 representing two per centum (2%) of the Purchase Consideration, to WRSB s Solicitors as stakeholders; and 2. The sum of RM960,000.00 to the Vendor. WRSB shall pay the balance of the Purchase Consideration amounting to the sum of RM10,800,000.00 to the Vendor s Solicitors as stakeholders within three (3) months from the date of the SPA. 5.4 Source of Funding The Proposed Acquisition is to be funded by internally generated funds. 5.5 Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by OSKP Group arising from the Proposed Acquisition. 5.6 Estimated Time Frame for Completion The Proposed Acquisition is expected to be completed by December 2012. 5.7 Information on the Land and its Proposed Development Based on preliminary plans and subject to approval from the relevant authorities, OSKP proposes to undertake commercial development comprising of 167 units of Small-Office- Flexible-Office ( SOFO ) Suites and 3 levels of retail space with 6 levels of car park on the Land. The proposed development is expected to have an estimated gross development value of approximately RM75.0 million. The Board of OSKP is unable to procure the net book value of the Land in the financial statements of the Vendor as OSKP is not privy to such information. 5.8 Rationale for the Proposed Acquisition The Proposed Acquisition will enable OSKP to increase its existing property development land banks and to strengthen its presence in the bustling development area north west of Kuala Lumpur. The Land is situated inside a matured residential area of the established township of Bandar Sri Damansara in Sungai Buloh which is in close 3
proximity to established and highly sought after prime developments such as Desa Park City, Sunway SPK, Valencia and Sierramas. The Land is strategically located, just 15 minutes away from the city of Kuala Lumpur and is easily accessible via Lebuhraya Damansara Puchong, North Klang Valley Expressway and the Middle Ring Road 2. The locality also boasts of excellent surrounding infrastructure and amenities such as schools, medical facilities, entertainment outlets and shopping conveniences. The Board of OSKP believes that the Land offers good potential and strong realizable capital value due to its excellent location with an estimated population catchment in excess of 300,000 within a 5km radius. The Proposed Acquisition is an essential part of the Group s plans to increase its land bank for development. Subject to the necessary development approvals being obtained, the Group targets to launch the development on the Land by the third quarter of 2013. 6. PROSPECTS TO OSKP GROUP ARISING FROM THE PROPOSED ACQUISITION Global market conditions are expected to be challenging in the near to medium term in view of the ongoing Eurozone sovereign debt crisis and concerns of a possible economic slowdown in China and India, in addition to weak economy in advanced countries. Amid the uncertain external environment, the Malaysian economy is expected to grow at a steady pace of 4% to 5% in the year 2012, supported by domestic demand, private investment activities and healthy employment levels, the country s resilient economic and business fundamentals and various Government initiatives. The continued rollout of the Economic Transformation Programme projects are expected to support economic growth while major infrastructure improvements in the Klang Valley such as My Rapid Transit, river rehabilitation and covered walkway projects are expected to further enhance demand and property values. However, there are risks that growth may be subdued given the uncertain European financial environment where the property sector sentiment could be dampened by fluctuations in raw material costs and rising commodity prices. Nevertheless, the Group s resources are being reorganised to meet the changing competitive landscape and will continue to pursue innovative sales and marketing initiatives, ensure effective cost control and management of operations in order to sustain and build on current performances in the foreseeable future. The Group has to-date won a total of 12 local and international awards and will continue its efforts to enhance its competitiveness, further improve its well-received products and improve on effective cost saving measures. Demand for properties in Kuala Lumpur and Selangor is expected to remain relatively stable in the near term. Given that the Land is located within an established and sought after locale, the management of OSKP is confident of the prospects of the Land and is 4
optimistic that the development on the Land will contribute positively to the earnings of the Group in the near future. 7. RISK FACTORS The Board is not aware of any risk factors arising from the Proposed Acquisition which could materially or adversely affect the financial and operating conditions of the Group other than the normal market and global economic risks. 8. EFFECTS OF THE PROPOSED ACQUISITION 8.1 Share Capital and Substantial Shareholders Shareholding in OSKP The Proposed Acquisition will not have any effect on the issued and paid-up share capital and the substantial shareholders shareholding structure of OSKP as the Purchase Consideration is to be fully satisfied in cash and does not involve any issuance of new ordinary shares in OSKP. 8.2 Net Assets ( NA ), NA Per Share and Gearing The Proposed Acquisition will not have any material effect on the NA and NA per share of OSKP for the financial year ending 31 December 2012. As disclosed in Section 5.4 of this Announcement, the Purchase Consideration will be funded through internally generated funds and as such, the Proposed Acquisition will not have any effect on OSKP Group s gearing. 8.3 Earnings and Earnings Per Share ( EPS ) The Proposed Acquisition is not expected to have any material impact on OSKP Group s earnings and EPS for the financial year ending 31 December 2012. However, the potential future profit contribution arising from the development of the Land is expected to enhance earnings and EPS of the Group in the near future. 9. PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition is 3.54% pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. This announcement is made on a voluntary basis. 5
10. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, Major Shareholders of OSKP and/or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 11. DIRECTORS STATEMENT The Board, after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the OSKP Group. 12. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of the Company or any other relevant Authorities. 13. DOCUMENTS FOR INSPECTION The following documents will be made available for inspection by members of the Company at the business address of the Company at 9th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan during business hours from Mondays to Fridays (except Public Holidays) for a period of three (3) months from the date of this announcement: i. the SPA signed between UASB and WRSB dated 25 September 2012 in respect of the Proposed Acquisition; and ii. the Valuation Report dated 24 September 2012 prepared by Messrs. Jurunilai Bersekutu in respect of the valuation of the Land pursuant to the Proposed Acquisition. This announcement is dated 25 September 2012. 6