SCANWOLD CORPORATION BERHAD PROPOSED JOINT-VENTURE ( JV ) BETWEEN SCANWOLF PROPERTIES SDN. BHD. AND SCANWOLF DEVELOPMENT SDN. BHD. 1. INTRODUCTION The Board of Directors of Scanwolf Corporation Berhad ( SCB ) is pleased to announce that on 30 July 2012, its wholly-owned subsidiary, Scanwolf Properties Sdn. Bhd. ( SPSB ) has signed a Joint Venture Agreement ( JVA ) with Scanwolf Development Sdn. Bhd. ( SDSB ) to undertake the proposed development of Five Hundred and Eleven (511) units of mixed development project known as Kampar Putra II. The five hundred and eleven (511) leasehold vacant development plots of land for the purpose of this development is currently held under the respective titles, all within mukim and district of Kampar, State of Perak Darul Ridzuan. The proposed development will be undertaken by Scanwolf Development Sdn. Bhd. ( SDSB ), a 51% owned subsidiary of SPSB. Kampar Putra Kampar Putra covers an area of 92.33 acres of land for mixed development to be completed over the next 5 years in 4 phases. Phase 1 comprising 265 units of singlestorey houses has been sold-out within 3 months after launching. Phase 2 comprises 179 units of single-storey and double storey residential houses of which more than 60% has been sold. The 44 units of shop-office is part of the Phases 1 & 2 development undertaken by Scanwolf Development Sdn. Bhd.. Kampar Putra II covers an area of 58.91acres of development land planned for the construction of the following:- a) 42 units of 3-storey shop houses b) 59 units of single storey bungalows c) 265 units of 20 x 70 single storey terrace houses d) 97 units of 22 x 70 single storey terrace houses e) 48 units of 20 x 65 single storey terrace houses 1
1. INFORMATION ON THE JOINT VENTURE Joint Venture Agreement ( JVA ) Under the JVA signed, SPSB (hereinafter referred to as the Landowner ) and SDSB (hereinafter referred to as the Developer ) have agreed to enter into an unincorporated joint venture to undertake the development of Five Hundred and Eleven (511) units of mixed development plots of land which shall be undertaken by SDSB, a subsidiary of SPSB, in various phases. The initial phase being the development of 144 units of single storey terrace houses. The Landowner shall provide the five hundred and eleven (511) plots of land together with an irrevocable POWER OF ATTORNEY for the purpose of this development and sale of the mixed development units. The POWER OF ATTORNEY shall be revoked upon the completion of this development in accordance with the provisions or upon termination of the JVA. As consideration, the Landowner shall be entitled to the following:- i) Ringgit Malaysia Five Hundred Thousand (RM500,000-00) only upon the execution of the JVA. ii) iii) Twenty per cent (20%) of the sales proceeds of the JV units already sold and collected by the Developer from the end-purchasers (hereinafter referred to as the Landowner s Entitlement ) payable by the Developer to the Landowner on the first day of the month following the receipt of the progressive payments of the sales proceeds from the end-purchasers or their end-financiers subject to the provision of the Housing Development (Control and Licensing) Act 1966 and Regulations. Both parties hereby agree that the Deposit shall be off-set from the Landowner s Entitlement. The Developer s Entitlement from the said Project shall be eighty per cent (80%) of the sales proceeds of the JV units already sold and collected by the Developer from endpurchasers (hereinafter referred to as the Developer s Entitlement ) which shall belong to the Developer absolutely without having to account any of it to the Landowner PROVIDED THAT the Developer shall use its own funds or part of the sales proceeds to redeem the JV plots from any licensed banks or financial institutions from which the Developer has requested the Landowner to charge the JV Plots as security for any loan facilities obtained by the Developer for the financing of the said Project. Information on SPSB SPSB was incorporated in Malaysia on 9 March 2011 as a private limited company. SPSB is involved in the business of property development and investment holding. The authorized share capital of SPSB is RM100, 000-00 comprising 100,000 ordinary shares 2
of RM1.00 each. The issued and paid-up capital of SPSB is RM100,000-00 comprising 100,000 ordinary shares of RM1.00 each. Information on SDSB SDSB was incorporated in Malaysia on 9 March 2011 as a private limited company. SDSB is involved in the business of property development. The authorized share capital of SDSB is RM250,000-00 comprising of 250,000 ordinary shares of RM1.00 each. The issued and paid-up capital of SDSB is RM250,000-00 comprising 250,000 ordinary shares of RM1.00 each. 2. SALIENT TERMS OF THE JOINT VENTURE AGREEMENT Pursuant to the terms of the JVA: - SPSB shall provide the Five Hundred and Eleven (511) mixed development plots together with an irrevocable POWER OF ATTORNEY for the purpose of this development and sale of the mixed development units. - SPSB shall be paid the Landowner s Entitlement of twenty per cent (20%) in the manner as stated in item (2) above. - SDSB shall complete the construction of Five Hundred and Eleven (511) units of the mixed development properties on the plots provided by SPSB of which SDSB shall be entitled to sell the same to any interested end-purchasers. - The sales proceeds as stated in item (2) shall belong to SDSB absolutely without having to account any of it to SPSB. - SPSB shall do all such acts and things and execute all such documents and instruments and render all such assistance as may be reasonably necessary for the implementation and carrying out of the development. - SDSB shall carry out the development in accordance with the approved plans, bylaws, guidelines, directives, approvals and conditions attached applicable thereto. 3. RATIONALE FOR THE JOINT VENTURE This mixed development scheme is located next to the forty-four (44) units of threestorey shop office buildings that SDSB is currently constructing. These 58.91 acres of mixed development plots will be an ideal land bank size for us to be involved comfortably in the property development industry. As for the development, the said mixed development scheme is located within 3 minutes by motorized vehicles to University Tunku Abdul Rahman (UTAR) and Tunku Abdul Rahman College (TAR). The location is ideal as the area has been earmarked for further development by the state government. The new proposed Kampar Hospital will 3
be built just right opposite the Kampar Putra Project and a new proposed trunk road will be constructed to link Kampar with Tanjung Tualang and Malim Nawar. In view of the above, SPSB is confident that the JV will be a success. 4. RISK FACTOR The Board is not aware of any risk factors arising from the JV, other than the normal market and global economic risks. 5. SOURCE OF FUNDING Funding for the JV will come from its internally generated fund and bank borrowings. 6. FINANCIAL EFFECTS OF THE JOINT VENTURE a) Share Capital and Substantial Shareholders Shareholding The Joint Venture will not have any effect on the share capital and the substantial shareholders shareholding in SCB as the unincorporated JV does not involve any allotment or issuance of new shares by SCB. b) Earnings, Net Assets and Gearing The JV is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing for SCB for the current financial year ending 31 March 2013 but is expected to contribute positively to the future earnings of SCB Group. 7. APPROVAL REQUIRED The proposed JV is not subject to SCB shareholders or any governmental authorities approval. The highest percentage ratio applicable to the transaction pursuant to paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirement is 1%. 8. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors and/or major shareholders of the Company and/or persons connected with them have any interest, whether direct and indirect, in the JV. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board had seen and approved this announcement and collectively and individually accept full responsibility for the accuracy of the information contained in this announcement and confirmed that after having made due and careful inquiry, there are no false or misleading statement in this announcement and/or in breach of disclosure requirements of the Listing Requirements of Bursa Malaysia Securities Berhad. 4
In the opinion of the Board, the JV is in the best interest of SCB Group. 10. DOCUMENTS AVAILABLE FOR INSPECTION The JVA is available for inspection at the registered office at No. 41, Jalan Medan Ipoh 6, Bandar Baru Medan Ipoh, 31400, Ipoh, Perak Darul Ridzuan during normal business hours for a period of three (3) months from the date of this announcement. This announcement is dated 30 July 2012. 5