WAH SEONG CORPORATION BERHAD (495846-A) STOCK NAME : WASEONG TYPE : GENERAL ANNOUNCEMENT SUBJECT : TRANSACTIONS (CHAPER 10 OF LISTING REQUIREMENTS) - NON RELATED PARTY TRANSACTIONS DESCRIPTION : WAH SEONG CORPORATION BERHAD ( WSC OR COMPANY ) - DISPOSAL OF LAND AND BUILDINGS BY WASCO RESOUCES SDN BHD, WASCO COATING SERVICES SDN BHD, WASCO COATINGS INSULATION SDN BHD, WASCO LINDUNG SDN BHD AND WASCO COATINGS MALAYSIA SDN BHD, THE INDIRECT SUBSIDIARIES OF THE COMPANY 1. INTRODUCTION The Board of Directors of WSC wishes to announce that its indirect subsidiaries namely Wasco Resources Sdn Bhd (Company No. 552230-H) ( WRSB ), Wasco Coatings Services Sdn Bhd (Company No. 948599-V) ( WCS ), Wasco Coatings Insulation Sdn Bhd (Company No. 795220- W) ( WCI ), Wasco Lindung Sdn Bhd (Company No. 436376-P) ( WL ) and Wasco Coatings Malaysia Sdn Bhd (Company No. 136025-V) ( WCM ) (collectively the Vendor ) have entered into a Sale and Purchase Agreement ( SPA ) dated 24 July 2017 with RHB Trustees Berhad (Company No. 573019-U), a limited liability company incorporated in Malaysia with its registered address at Level 9, Tower One, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur, as trustee for Axis Real Estate Investment Trust ( Purchaser ) for the disposal of lands measuring approximately 126.55 acres in area comprising:- all that piece of leasehold land held under H.S.(D) 37766, No. PT 14572, Mukim Sungai Karang, District of Kuantan, State of Pahang measuring approximately 350,208 sq. metres (approximately 86.54 acres) under the category of Perusahaan/Perindustrian with leasehold expiring on 8 November 2109 together with all buildings and structures erected thereon ( Land 1 ) for a consideration of Ringgit Malaysia One Hundred and Twenty Million (RM120,000,000.00) only; and a portion of land measuring approximately 40.01 acres in area forming part of land held under PN 21278 for Lot 106048, Mukim of Sungai Karang, District of Kuantan, State of Pahang ( Master Title ) which has been approved for subdivision ( Land 2 ) for a consideration of Ringgit Malaysia Thirty Five Million (RM35,000,000.00) only; subject to the terms and conditions as stipulated in the SPA ( Disposal ). (Land 1 and Land 2 are collectively referred to as Land or Property ) The total consideration of the Disposal is Ringgit Malaysia One Hundred and Fifty Five Million (RM155,000,000.00) only ( Disposal Consideration ). 2. INFORMATION ON PROPERTY WRSB is the registered owner of Land 1. WRSB is the beneficial owner of Land 2 pursuant to a Sale and Purchase Agreement executed between Pasdec Corporation Sdn Bhd ( Pasdec ) and WRSB dated 1 March 2005 and its Supplementary Agreement dated 13 December 2005. The Master Title of Land 2 is currently registered under the name of Perbandaran Kemajuan Negeri Pahang ( PKNP ). Pasdec and PKNP have obtained the approval for subdivision of the Master Title and Pasdec had on 5 June 2017 submitted to the relevant land office, the original of the Master Title together with all the relevant documents and/or plans required to procure the issuance of the subdivided title to Land 2 ( Subdivided Title of Land 2 ). The building owners i.e. WCS, WCI, WL and WCM with the concurrence of WRSB, had erected on the Land the buildings as detailed in the SPA ( Buildings ). 1
Further details of the Property are as follows:- Land 1 Land 2 a. Tenure Leasehold 99 years Leasehold 99 years b. Leasehold expiry 8 th November 2109 6 th August 2113 c. Total land area Approximately 86.54 acres Approximately 40.01 acres d. Property Type Perusahaan/Perindustrian Perusahaan/Perindustrian e. Encumbrance Nil Nil f. Existing Usage Pipe Coating / Pipe Storage Pipe Storage g. Approximate age of the building 3-15 years Not Applicable h. Market Value RM 57,900,00.00 (Land) RM62,100,000.00 (Buildings) i. Net Book Value RM20,270,980.00 (Land) RM25,361,498.00 (Buildings) RM35,000,000.00 (Land) RM8,600,638.00 (Land) j. Original Purchase Price and related costs RM23,228,376.00 (Land) RM45,079,092.67 (Buildings) RM9,585,595.80 (Land) 3. INFORMATION ON VENDOR WRSB was incorporated in Malaysia on 3 July 2001 and having its registered office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan. The total issued and paid-up share capital of WRSB is RM2.00 comprising 2 ordinary shares. WRSB is a property investment holding company. WCS was incorporated in Malaysia on 15 June 2011 and having its registered office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan. The total issued and paid-up share capital of WCS is RM250,000.00 comprising 250,000 ordinary shares. WCS is principally engaged in the provision of pipe coating and related services to the oil and gas industry. WCI was incorporated in Malaysia on 9 November 2007 and having its registered office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan. The total issued and paid-up share capital of WCI is RM2.00 comprising 2 ordinary shares. WCI is principally engaged in the coating of pipes for the oil and gas industry. WL was incorporated in Malaysia on 23 June 1997 and having its registered office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan. The total issued and paid-up share capital of WL is RM1,227,000.00 comprising 1,185,000 ordinary shares and 42,000 Non-Convertible Cumulative Redeemable Preference Shares. WL is principally engaged in the manufacture, supply and installation of sacrificial anodes, provision of cathodic protection services and equipment, corrosion protection services, passive fire protection services, special paint coating services and provision of technical training services. WCM was incorporated in Malaysia on 28 February 1985 and having its registered office at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Wilayah Persekutuan. The issued and paid-up share capital of WCM is RM40,500,003.00 comprising 40,500,003 ordinary shares. WCM is principally engaged in the coating of pipes for the oil and gas industry. 2
4. INFORMATION ON PURCHASER Axis Real Estate Investment Trust ( Axis-REIT ) is a real estate investment trust constituted by a Deed dated 15 June 2005 and is principally regulated by applicable securities laws, the Guidelines on REITs issued by the Securities Commission Malaysia ( SC ), the SC s Guidelines on Islamic REITs, the Listing Requirements of Bursa Malaysia Securities Berhad, the rules of Bursa Malaysia Depository Sdn Bhd and relevant taxation laws and rulings. Axis-REIT was listed on Bursa Malaysia Securities Berhad on 3 August 2005. Its principal activity is to invest primarily in office and industrial real estate. The trustee of Axis-REIT is RHB Trustees Berhad, who acts for and on behalf of Axis-REIT, and Axis-REIT is managed by Axis REIT Managers Berhad. 5. SALIENT TERMS OF SPA Some salient features of the SPA are as follows:- (a) (b) The Vendor is desirous of selling and the Purchaser is desirous of purchasing the Land and Buildings, together with all the fixtures and fittings attached, erected or annexed thereto in its present state and condition, subject to the said repairs free from all encumbrances and subject further to all conditions whether expressed or implied on the Land 1 Title and Subdivided Title of Land 2 upon issuance thereof, for a total consideration of Ringgit Malaysia One Hundred and Fifty Five Million (RM155,000,000.00) only. The sale and purchase of the Land shall be conditional upon the following being obtained or fulfilled within six (6) months from the date of SPA or such other extended period that may be mutually agreed by the Vendor and the Purchaser in writing ( Conditional Period ):- (ii) the Vendor procuring and obtaining the written approval from Pasdec for the sale and direct transfer of Land 2 from the Vendor to the Purchaser upon such terms acceptable to the Purchaser; and the Vendor obtaining the approval from the relevant state authority for the consent to transfer of Land 1 in favour of the Purchaser. (hereinafter collectively referred to as Conditions Precedent ). (c) (d) The date all the Conditions Precedent are fulfilled or complied with in accordance with the terms of SPA shall be the date that the SPA becomes unconditional ( Unconditional Date ). The Disposal Consideration shall be paid as follows:- a sum of Ringgit Malaysia Three Million and One Hundred Thousand (RM3,100,000.00) only ( Earnest Deposit ) has already been paid by the Purchaser to the Purchaser s Solicitors as stakeholders prior to the execution of SPA to be attributed to Land 1 and Land 2 as follows: Land 1: Ringgit Malaysia Two Million and Four Hundred Thousand (RM2,400,000.00) only. Land 2: Ringgit Malaysia Seven Hundred Thousand (RM700,000.00) only. (ii) a sum of Ringgit Malaysia Twelve Million and Four Hundred Thousand (RM12,400,000.00) only ( Balance Deposit ) shall be paid by the Purchaser to the Purchaser s Solicitors as stakeholders upon the execution of SPA to be attributed to Land 1 and Land 2 as follows: Land 1: Ringgit Malaysia Nine Million and Six Hundred Thousand (RM9,600,000.00) only. Land 2: Ringgit Malaysia Two Million and Eight Hundred Thousand (RM2,800,000.00) only. 3
(The Earnest Deposit and the Balance Deposit shall collectively referred to as Deposit and the Deposit shall be held by the Purchaser s Solicitors as stakeholders pending the Unconditional Date. The Purchaser s Solicitors shall be irrevocably authorised to release the Deposit to the Vendor upon the Unconditional Date for Land 1 and/or Unconditional Date for Land 2, as the case may be applicable or to refund the Deposit together with any interest that may accrued thereon in the event of termination of SPA due to non-fulfilment of Conditions Precedent). (iii) a sum of Ringgit Malaysia One Hundred Thirty Nine Million and Five Hundred Thousand (RM139,500,000.00) only ( Balance Disposal Consideration ) shall be paid by the Purchaser to the Vendor s Solicitors to be held as stakeholders within thirty (30) days from the Unconditional Date for Land 1 and/or sixty (60) days from the Unconditional Date for Land 2, as the case may be applicable. The Vendor s Solicitors will release the Balance Disposal Consideration to the Vendor on the expiry of fourteen (14) days from the date of presentation of the Memorandum of Transfer for registration of Land 1 and/or the presentation of the Memorandum of Transfer for registration of Land 2, as the case may be applicable. The Balance Disposal Consideration will be attributed to Land 1 and Land 2 as follows: Land 1: Ringgit Malaysia One Hundred and Eight Million (RM108,000,000.00) only. Land 2: Ringgit Malaysia Thirty One Million and Five Hundred Thousand (RM31,500,000.00) only. (e) Simultaneously with the execution of the SPA, the Vendor shall cause Wasco Coatings Malaysia Sdn Bhd ( WCM ), an indirect 70%-owned subsidiary of the Company to execute a lease agreement ( Lease Agreement ) in escrow and deliver the same, together with all the documents and instruments provided therein (including the delivery of the Corporate Guarantee by the Company ( Corporate Guarantor ) and the Lease Agreement to be delivered upon the execution of the Lease Agreement, to the Purchaser s Solicitors to be held as stakeholders. This lease is for a period of fifteen (15) years plus five (5) years extension at the option of the Lessee. The lease rental is RM971,958.64 per month with a 10% increment every three (3) years. 6. BASIS OF ARRIVING AT THE DISPOSAL CONSIDERATION The Disposal Consideration was arrived at based on the independent valuation on the Property carried out by Rahim & Co International Sdn. Bhd., an independent firm of registered valuers engaged by Axis-REIT. The valuation is derived using a combination of comparison method/cost approach and investment methods. 7. LIABILITIES TO BE ASSUMED BY THE PURCHASER If the Purchaser shall fail to pay the Disposal Consideration in the manner and within the time stipulated in the SPA, then the Vendor shall be entitled to terminate the SPA by written notice to the Purchaser and the Deposit paid by the Purchaser shall be forfeited absolutely as agreed liquidated damages. 8. RATIONALE OF THE DISPOSAL This disposal is part of the Group s initiative to unlock and realize the capital appreciation in its assets and at the same time improve its working capital position. The proceeds will be used to meet the working capital requirements of the Group as well as paring down of the Group s short term borrowings. This will strengthen the balance sheet position of the Group. 4
9. ORIGINAL COST AND DATE OF INVESTMENT LAND 1 LAND 2 Subject Lot B Lot C Lot A/D + subunit C Lot AA Parcel Size 22.26 acres 20 acres 43.73 acres 40.01 acres Date of SPA 5 November 2001 19 December 2003 3 May 2000 1 March 2005 Original Purchase Price and related costs RM5,815,571.84 RM4,965,840.00 RM12,446,964.16 RM9,585,595.80 10. FINANCIAL EFFECTS OF THE DISPOSAL 10.1 Share Capital and Substantial Shareholdings The Disposal will not have any effect on the share capital and substantial shareholdings of WSC as the Disposal Consideration will be satisfied entirely by cash. The disposal will result in a oneoff net gain of approximately RM97,700,000.00. 10.2 Net Assets and Earnings The Disposal is expected to improve the earnings per share and net assets per share of WSC Group by 13 sen. 10.3 Gearing The Disposal is expected to improve WSC Group s net gearing ratio from 1.18 times as at 31 December 2016 to 0.87 times. 11. UTILISATION OF PROCEEDS The proceeds arising from the Disposal shall be utilized in the manner as set out below:- Proposed Utilisation Amount (RM) Expected Utilisation Time Frame Working Capital 50,000,000 ongoing Debt Repayment 105,000,000 Within 12 months Total 155,000,000 12. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal is expected to be completed by 31 December 2017. 13. APPROVALS OF SHAREHOLDERS AND THE RELEVANT GOVERNMENTAL AUTHORITIES The Disposal is not subject to the approval of the shareholders of WSC. The Disposal is subject to the approval being obtained from the following authorities:- (a) approval from the Kuantan Land Office for the consent of transfer of Land 1; and (b) approval from Pasdec for the consent of transfer of Land 2. 5
14. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors, major shareholders and/or persons connected to them have any interest, direct or indirect, in the Disposal. 15. STATEMENT BY DIRECTOR The Board of Directors of the Company, having considered all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of the WSC Group. 16. HIGHEST PERCENTAGE RATIO Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Disposal is 20%, based on the latest audited consolidated financial statements of WSC for the financial year ended 31 December 2016. 17. DOCUMENTS FOR INSPECTION The SPA is available for inspection at the registered office of the Company during normal office hours from Mondays to Fridays (except public holidays) at Suite 19.01, Level 19, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur for a period of three (3) months from the date of this announcement. This announcement is dated 24 July 2017. 6