LEON FUAT BERHAD (I) PROPOSED ACQUISITION (II) REVISION TO THE UTILISATION OF INITIAL PUBLIC OFFERING ( IPO ) PROCEEDS 1. INTRODUCTION The Board of Directors of Leon Fuat Berhad ( LFB or the Company ) wishes to announce that the Company s wholly-owned subsidiary, Leon Fuat Hardware (Klang) Sdn Bhd ( LF Klang ) has on 27 August 2015 accepted the Letter of Offer dated 13 July 2015 ( LO ) from Perbadanan Kemajuan Negeri Selangor ( PKNS ) ( Vendor ) to acquire a parcel of vacant leasehold land held under H.S.(M) 42036 Lot No. PT 65615 Mukim of Kapar District of Klang, State of Selangor measuring approximately 16.09 acres ( Land ) for a total cash consideration of RM31,764,874 ( Proposed Acquisition ). The cash consideration comprise price for the Land amounting to RM29,436,334 ( Land Purchase Price ) and incidental expenses including GST amounting to RM2,328,540 ( Incidental Costs ) ( Total Consideration ). Pursuant to the above, the Board wishes to announce that there is a revision to the utilisation of proceeds raised from the IPO of the Company ( Revision to the Utilisation of Proceeds ) details of which is contained in Section 3 of this announcement. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 INFORMATION ON THE LAND AND PROPOSED DEVELOPMENT Title No./Lot No./Description Land area Category of land use Existing / Future use : H.S.(M) 42036 / PT 65615 Mukim of Kapar District of Klang, State of Selangor : 65,112.5 square metres (approximately 16.09 acres) : Perusahaan / Perindustrian : Industrial use Tenure : Leasehold 99 years expiring December 7, 2110. Net book value / : Not available. Encumbrances Restriction-in-interest Express condition : NIL : Tanah yang diberi milik ini tidak boleh dipindah milik, digadai atau dipajak melainkan dengan kebenaran Pihak Berkuasa Negeri. : Perusahaan sederhana The land is located at Persiaran Sultan Alauddin KU 17 (also known as Persiaran Sultan Abdul Samad) within Kawasan Perusahaan Bandar Suleiman, Pelabuhan Klang. It is situated approximately 58 kilometres due southwest of Kuala Lumpur City Centre. Klang town centre is about 13 kilometres to the east whilst Pelabuhan Klang town centre is approximately 4 kilometres to the southeast. 1
It is easily accessible from Kuala Lumpur City Centre via Federal Highway, Lebuhraya Selat Klang, Lebuhraya Baru Selat Klang Utara and finally a left turn onto Persiaran Sultan Alauddin KU 17 leading to the Land. The Company intends to construct a new processing plant together with warehousing facilities on the Land to among others, cater for the coil slitting facilities and production of welded steel pipes, which are new processing and production lines proposed to be introduced by the Group. Slitting is the process of splitting a larger width coil into various narrower width coils. Whereas welded steel pipe production process starts with forming a coil of relevant width through a series of rollers and welded into a complete uniform, circular section, which is commonly known as welded steel pipes. 2.2 INFORMATION ON LF KLANG LF Klang was incorporated in Malaysia as a private company limited by shares on 17 March 1983 under the Companies Act, 1965 ( Act ) and having its registered office at Suite 11.1A, Level 11, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur. It is principally involved in trading and processing of steel products. The present authorised share capital of LF Klang is RM10,000,000.00 comprising 10,000,000 ordinary shares of RM1.00 each, of which 10,000,000 ordinary shares have been issued and are fully paid-up. 2.3 INFORMATION ON PKNS PKNS was established on August 1, 1964 under the Selangor State Development Corporation Enactment (1964) as a statutory body and development agency of the state and having its headquarter at Level 2-9, Menara HPAIC, Laman Seri Business Park, No.7, Persiaran Sukan, Seksyen 13, 40100 Shah Alam, Selangor Darul Ehsan. 2.4 BASIS AND JUSTIFICATION IN ARRIVING AT THE LAND PURCHASE PRICE The Land Purchase Price of RM29,436,334, calculated on the basis of RM42 per square foot to be settled entirely by cash, was arrived at on a willing-buyer willingseller basis after taking into consideration of the market value for the Land of RM29,440,000 as appraised by Messrs Henry Butcher Malaysia (Sel) Sdn. Bhd., an independent valuer appointed by LF Klang. Messrs Henry Butcher Malaysia (Sel) Sdn. Bhd. had on August 10, 2015 assessed the market value of the Land to be RM29,440,000, using the comparison method of valuation. The Total Consideration is subject to adjustment of the land size based on the final measurement of the land area at the same rate as aforesaid. 2
2.5 MODE OF SETTLEMENT The Total Consideration will be settled in the following manner: RM First payment (20%) 6,352,975 To be paid on or before 1 September 2015 Second payment (80%) 25,411,899 To be paid on or before 12 January 2016 Total Consideration 31,764,874 2.6 SOURCES OF FUNDING The Company intends to fund the Proposed Acquisition and construction of the coil slitting and welded steel pipe production plant ( New Plant ) on the Land through a combination of the remaining IPO Proceeds, internally generated funds and bank borrowings and the exact mix of which will be decided by management at a later date taking into consideration the Group's gearing level, interest costs as well as internal cash requirements for the Group's business operations. The Company will redeploy the remaining part of its IPO Proceeds of RM12.0 million originally allocated for construction of new processing plant with warehousing facilities and purchase of new machines to fund the Proposed Acquisition. 2.7 ADDITIONAL FINANCIAL COMMITMENT The additional financial commitment required to construct the New Plant on the Land could not be ascertained at this stage and will be decided by management at a later date. 2.8 LIABILITIES TO BE ASSUMED LF Klang will not assume any liabilities including contingent liabilities arising from the Proposed Acquisition. 3. REVISION TO THE UTILISATION OF PROCEEDS LFB was listed on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ) on 5 June 2013 and pursuant to the IPO, the Company has raised a total gross proceeds of RM35,586,000. 3
In funding the Proposed Acquisition, the Company will redeploy the remaining part of its IPO proceeds of RM12.0 million originally allocated for construction of new processing plant with warehousing facilities and purchase of new machines. As at the date of this announcement, LFB has utilised approximately RM23,586,000 out of the total proceeds of RM35,586,000. The Revision to the Utilisation of Proceeds in relation to the Proposed Acquisition is illustrated below: Purposes Purchase of new industrial land with building Construction of new processing plant with warehousing facilities Purchase of new machines Part financing for the Proposed Acquisition As per the Prospectus dated 13 May 2013 Utilised as at 27 August 2015 Balance as at 27 August 2015 Revision Balance after revision Estimated timeframe for utilisation of proceeds (from the listing date) RM 000 RM 000 RM 000 RM 000 RM 000 13,000 (12,677) # - - - Within 1 year 6,000-6,000 (6,000) - Within 3 years 6,000-6,000 (6,000) - Within 3 years - - - 12,000 12,000 Within 3 years Working capital 7,786 (7,655) # - - - Within 1 year Estimated listing 2,800 (3,254) # - - - Upon listing expenses Total gross proceeds 35,586 (23,586) - - 12,000 Note: # In accordance with the Prospectus dated 13 May 2013, the variation to the actual amount utilized will be adjusted against the portion allocated for working capital. 4. FINANCIAL EFFECTS ON LFB 4.1 Share Capital The Proposed Acquisition will not have any impact on the issued and paid up share capital of LFB. 4.2 Earnings and Net Assets The Proposed Acquisition will not have any material effect on the earnings or net assets of LFB for the financial year ending 31 December 2015. The new facilities and production lines are expected to contribute positively to the earnings and of the Group in the future financial years. 4
4.3 Substantial Shareholders The Proposed Acquisition will not have any effect on the shareholdings of the substantial shareholders of LFB. 4.4 Gearing For illustrative purpose only, the pro forma effects of the Proposed Acquisition on the gearing of the Group based on the audited consolidated financial statements of LFB as at 31 December 2014 and with the following assumptions are shown below: the Proposed Acquisition had been effected on that date; the Total Consideration will be funded by RM18.0 million bank borrowings, by the remaining part of IPO Proceeds of RM12.0 million and the balance by internally generated funds; GST levied is captured under Current Assets as it is claimable input tax. After the Audited Proposed As at Acquisition 31.12.2014 31.12.2014 RM RM Total Non-Current Assets 88,539,115 118,438,711 Total Current Assets 335,225,572 323,258,710 Total Assets 423,764,687 441,697,421 Total Equity 222,343,965 222,276,699 Total Non-Current Liabilities 7,536,892 23,736,892 Total Current Liabilities 193,883,830 195,683,830 Total Equity and Liabilities 423,764,687 441,697,421 Interest-bearing borrowings 149,397,809 167,397,809 Gearing ratio (times) 0.67 0.75 The effect of the proposed construction of the New Plant on the Land on gearing of LFB Group cannot be ascertained at this juncture as it would depend on the cash flow requirements during the construction period and the exact mix of internal funds and borrowings to finance the construction. 5
5. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition allows LF Klang to undertake coil slitting process as well as to venture into production of welded steel pipes to further complement the existing trading and processing activities. The Land has the following advantages: (a) Suitable land size The existing trading and processing operations of LF Klang are located at two adjoining industrial properties in Kawasan Perindustrian Bukit Raja Selatan, Seksyen 7, Shah Alam, Selangor Darul Ehsan. In 2012, LF Klang bought a third industrial property ( Third Property ) situated opposite the first two (2) properties, with the intention of housing new coil slitting machines as well as providing additional warehousing space for the Company s operations as disclosed in LFB s Prospectus dated 13 May 2013. The Third Property has a land dimension of approximately 283 ft in width and approximately 399 ft in length. The maximum factory length is approximately 300 ft which is adequate for the coil slitting facilities. However, the Third Property would not be able to cater for future expansion into production of welded pipes, a downstream product line of slit coils, which is currently being contemplated. The production of welded steel pipes will entail connecting several welded steel pipe production lines to the slitting facilities. In doing so, a much longer factory length of approximately 700 ft is required of which, the Third Property is unable to accommodate. The Land with minimum dimension of approximately 757 ft in width and approximately 783 ft in length is able to accommodate factory with length of 700 ft to house the coil slitting facilities cum welded steel pipe production lines with the remaining area reserved for progressive expansion of these capacities. (b) Suitable location The Land is strategically located in a proper industrial zone with ready basic infrastructure and within the proximity of North Port thus can reduce the time and costs required for transporting imported raw materials and export of finished products. 6. PROSPECTS The Proposed Acquisition will enable the Group, through LF Klang, to provide new processing services in the form of coil slitting, and moving upstream into production of welded steel pipes. These ventures will complement the LFB Group s range of processing facilities and products and are expected to benefit the Group in the medium to long term by enabling it to capture a share in the market in which these facilities and products relate. 7. APPROVALS REQUIRED The Proposed Acquisition and Revision to the Utilisation of Proceeds are not subject to the approval of LFB s shareholders nor any government authorities. 6
8. INTERESTS OF MAJOR SHAREHOLDERS AND DIRECTORS None of the directors of LFB or major shareholders or persons connected with them have any interest, direct or indirect, in the Proposed Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of LFB is of the opinion that the Proposed Acquisition is in the best interest of LFB Group and as such, the Revision to the Utilisation of Proceeds is necessary to fund the Proposed Acquisition. 10. RISK FACTORS The economic value of the Land is subject to risks inherent in property market. These include, inter-alia, changes in general economic, business and credit conditions and demand for industrial properties. However, the Land is intended to be owner-occupied rather than for investment purposes. The Board of Directors of LFB do not foresee any unusual risks associated with the Proposed Acquisition other than normal risks associated with LFB Group s business, operations, funding and other risks common to going concerns. The Proposed Acquisition is however, subject to the risk of non-execution of the sale and purchase agreement which shall attract forfeiture of amount equivalent to 5% of the Total Consideration. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring unforeseen circumstances, it is expected that the Proposed Acquisition will be completed by 12 January 2016. 12. HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02(G) OF BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of Bursa Malaysia Securities Berhad s Main Market Listing Requirements is 14.29%. 13. INSPECTION OF DOCUMENTS The LO and valuation report for the Land will be available for inspection at the Registered Office of LFB at Suite 11.1A, Level 11, Menara Weld 76 Jalan Raja Chulan, 50200 Kuala Lumpur during office 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 27 August 2015. 7